As filed with the SEC on March 4, 2004. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-04419 --------- AEGON/TRANSAMERICA SERIES FUND, INC. (Exact Name of Registrant as Specified in Charter) 570 Carillon Parkway, St. Petersburg, Florida 33716 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (727) 299-1800 John K. Carter, Esq. P.O. Box 5068, Clearwater, Florida 33758-5068 ------------------------------------------------------------------ (Name and Address of Agent for Service) Date of fiscal year end: December 31 Date of reporting period: January 1, 2003 - December 31, 2003 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss.3507. Item 1: Report(s) to Shareholders. The Annual Report is attached. Investment Options Annual Report Winter 2003 WRL Investment Options Annual Report A History Of Performance(R) [LOGO] WRL(R) INSURANCE o ANNUITIES Western Reserve Life Assurance Co. of Ohio Home Office: Columbus, Ohio Administrative Office Address: P.O. Box 5068 Clearwater, Florida 33758-5068 Distributor: AFSG Securities Corporation www.westernreserve.com Customer Service: 1-800-851-9777 The following pages contain the most recent annual reports for the investment options in which you are invested. In compliance with Securities and Exchange Commission regulations, we present these reports on an annual basis with the hope that they will foster greater understanding of the investment options' holdings, performance, financial data, accounting policies and other issues. If you have any questions about these reports, please do not hesitate to contact your financial professional. As always, we thank you for your trust and the opportunity to serve you. [Freedom LOGO] Dear Shareholder, After an extended bear market, the market rallies seen this past year have been most welcome. In general, investors should expect both bear and bull markets over any extended time period. A sound financial plan will take into account the market's natural fluctuations by using an asset allocation that is appropriate for your personal situation, including your age and tolerance for market volatility. A financial advisor can help you build a comprehensive picture of your current and future financial needs. What's more, financial advisors are familiar with the market's history, including long-term returns and volatility of various asset classes. With your financial advisor, you can develop an investment program that incorporates factors such as your goals, your investment timeline, and your risk tolerance. The Securities and Exchange Commission requires that an annual report be sent to all shareholders. The following pages provide a comprehensive review of the investments of each fund as well as the detailed performance and accounting data. The report also provides a discussion of the accounting policies for the funds in addition to any matters presented to the shareholders that may have required their vote. Please contact your financial advisor if you have any questions about the contents of this report. On behalf of AEGON/Transamerica Series Funds, I would like to thank you for your continued support and confidence in our products. We look forward to continuing to serve your investment needs in 2004. Sincerely, Brian C. Scott President AEGON/Transamerica Series Funds The views expressed in this report reflect those of the portfolio managers only and may not necessarily represent the views of AEGON/Transamerica Series Funds. These views are subject to change based upon market conditions. These views should not be relied on as investment advice and are not indicative of a trading intent on behalf of the AEGON/Transamerica Series Funds. Asset Allocation-Conservative Portfolio - -------------------------------------------------------------------------------- MARKET ENVIRONMENT The year began with many investors in a pensive "wait-and-see" mindset but ended on a much different note. During 2002, "flight to safety" was the catchphrase, but in 2003, equities and high-yield bonds enjoyed a significant rally. This came after three years of stock market declines. Reasons for the reversal in sentiment lay in evidence of an economic recovery, which prompted renewed hope for the prospects of asset classes that traditionally involve more risk than cash, government bonds and high-quality, defensive corporate securities. Many companies reported stronger earnings during the year. Earnings are a sign of economic health and a key factor in stock valuations. Manufacturing activity increased, the housing market remained strong, and inflation remained benign enough to keep the Federal Reserve Board from raising interest rates. This is not to say the year was worry-free. War in Iraq, lingering concerns about international terrorism and scandals within the financial industry balanced the causes for optimism. Also, as we enter 2004, the job market remains lukewarm as many companies relied on technology-enhanced productivity and overseas labor to add to their bottom lines without hiring new workers. PERFORMANCE For the year ended December 31, 2003, Asset Allocation-Conservative Portfolio ("Asset Allocation-Conservative") returned 22.91%. By comparison its benchmark, the Lehman Brothers Aggregate Bond Index returned 4.10%. STRATEGY REVIEW In the fixed-income market, a crucial element of the portfolio, corporate bonds, especially those that involve increased credit risk in exchange for higher yields, outpaced Treasury bonds. This is a typical pattern that occurs when the economy grows out of a recession. To take advantage of these developments, the portfolio reduced the amount of Treasury and government bonds and increased the weight in lower-credit corporate bonds. This was accomplished by keeping our position in one of the underlying AEGON/Transamerica Series Fund, Inc. ("ATSF") portfolios, PIMCO Total Return, constant. New money was then added to the underlying ATSF portfolios of Transamerica Convertible Securities and MFS High-Yield. In the stock market, the rally encompassed nearly all investment styles. Although growth made a strong resurgence during the year, value equities also did well. Value stocks tend to carry less risk than growth stocks, and Asset Allocation-Conservative benefited from holdings in underlying ATSF portfolios like Third Avenue Value, T. Rowe Price Equity Income and PBHG/NWQ Value Select. After completing an annual review of the asset allocation process, it was recommended to adjust strategic allocations during 2003. The key change across the portfolio is to reduce the cash allocation in favor of fixed-income and equity. The Investment Committee approved the recommended changes during the fourth quarter and they are now being phased in across the portfolio. Asset Allocation-Conservative changed from a strategic target of 30% equity, 50% fixed income, and 20% cash, to a new target of 35% equity, 55% fixed income, and 10% cash. Early in 2004 a rebalancing occurred to bring the assets in line with the new targets. The portfolio invests in nineteen underlying funds in ATSF, each with a different management team following its unique approach to investment selection. Investment Committee AEGON/Transamerica Fund Advisers, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Conservative Portfolio 1 Asset Allocation-Conservative Portfolio - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/1/02 through 12/31/03 LB Aggregate Initial Class Bond Index 5/1/02 $10,000 10,000 6/30/02 9,510 10,172 9/30/02 8,780 10,638 12/31/02 9,090 10,806 3/31/03 9,080 10,956 6/30/03 10,010 11,230 9/30/03 10,332 11,214 12/31/03 11,173 11,249 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ----------- ---------- Initial Class 22.91% 6.88% 5/1/02 LBAB(1) 4.10% 7.30% 5/1/02 - ----- ----- ----- ------ Service Class - 17.00% 5/1/03 - --------------- ----- ----- ------ NOTES (1) The Lehman Brothers Aggregate Bond (LBAB) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Conservative Portfolio 2 Asset Allocation-Conservative Portfolio - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value --------------- ------------ INVESTMENT COMPANIES (100.0%) (b) Aggressive Equity (13.4%) Munder Net50 (a) 208,226 $ 1,724 T. Rowe Price Small Cap (a) 2,083,296 23,312 Third Avenue Value 1,183,267 20,033 Transamerica Growth Opportunities (a) 1,420,006 17,849 Capital Preservation (4.5%) Transamerica Money Market 21,009,947 21,010 Fixed-Income (49.4%) MFS High Yield 10,648,256 109,464 PIMCO Total Return 2,387,390 26,214 Transamerica Convertible Securities 8,318,592 95,747 Growth Equity (27.2%) Great Companies-Technology(SM) (a) 3,329,957 13,220 Janus Growth (a) 282,620 8,535 Marsico Growth (a) 1,888,503 16,033 PBHG/NWQ Value Select 904,578 13,542 Shares Value --------------- ------------ Growth Equity (continued) Salomon All Cap 1,142,017 $ 14,915 T. Rowe Price Equity Income 2,230,667 42,293 Transamerica Equity (a) 1,049,721 18,926 Specialty-Real Estate (0.1%) Clarion Real Estate Securities 37,899 572 World Equity (5.4%) American Century International (a) 812,568 6,119 Capital Guardian Global 1,564,258 18,239 Van Kampen Active International Allocation 105,510 1,053 --------- Total Investment Companies (cost: $394,727) $ 468,800 ========= SUMMARY: Investments, at value 100.0% $ 468,800 Liabilities in excess of other assets 0.0% (60) ---------- --------- Net assets 100.0% $ 468,740 ========== ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) The Fund invests its assets in Initial Class shares of underlying portfolios of AEGON/Transamerica Series Fund, Inc., which are affiliates of the Fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Conservative Portfolio 3 Asset Allocation-Conservative Portfolio - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment in affiliated investment companies, at value (cost: $394,727) $468,800 --------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 42 Distribution fees 9 Other 9 --------- 60 --------- Net Assets $468,740 ========= Net Assets Consist of: Capital stock, 150,000 shares authorized ($.01 par value) $ 420 Additional paid-in capital 385,995 Undistributed net investment income (loss) 1,626 Undistributed net realized gain (loss) from investment in affiliated investment companies 6,626 Net unrealized appreciation (depreciation) on investment in affiliated investment companies 74,073 --------- Net Assets $468,740 ========= Shares Outstanding: Initial Class 40,673 Service Class 1,348 Net Asset Value and Offering Price Per Share: Initial Class $ 11.16 Service Class 11.15 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Dividends from affiliated investment companies $ 2,125 -------- Expenses: Management and advisory fees 368 Transfer agent fees 2 Printing and shareholder reports 25 Custody fees 42 Administration fees 20 Legal fees 4 Auditing and accounting fees 10 Directors fees 12 Other 7 Service fees: Service Class 9 -------- Total expenses 499 -------- Net Investment Income (Loss) 1,626 -------- Net Realized Gain (Loss) from: Investment in affiliated investment companies 7,246 Capital gain distributions from investment in affiliated investment companies 261 -------- 7,507 Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment in affiliated investment companies 73,016 -------- Net Gain (Loss) on Investment in Affiliated Investment Companies 80,523 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 82,149 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Conservative Portfolio 4 Asset Allocation-Conservative Portfolio - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the year or period ended (all amounts in thousands) December 31, December 31, 2003 2002(a) ---------------- ------------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 1,626 $ 469 Net realized gain (loss) from investment in affiliated investment companies and capital gain distributions 7,507 (881) Net unrealized appreciation (depreciation) on investment in affiliated investment companies 73,016 1,057 --------- -------- 82,149 645 --------- -------- Distributions to Shareholders: From net investment income: Initial Class (469) - Service Class - - --------- -------- (469) - --------- -------- From net realized gains: Initial Class - - Service Class - - --------- -------- - - --------- -------- Capital Share Transactions: Proceeds from shares sold: Initial Class 298,028 185,764 Service Class 15,596 - --------- -------- 313,624 185,764 --------- -------- Dividends and distributions reinvested: Initial Class 469 - Service Class - - --------- -------- 469 - --------- -------- Cost of shares redeemed: Initial Class (95,399) (16,575) Service Class (1,468) - --------- -------- (96,867) (16,575) --------- -------- 217,226 169,189 --------- -------- Net increase (decrease) in net assets 298,906 169,834 --------- -------- Net Assets: Beginning of year 169,834 - --------- -------- End of year $ 468,740 $169,834 ========= ======== Undistributed Net Investment Income (Loss) $ 1,626 $ 469 ========= ======== December 31, December 31, 2003 2002(a) ---------------- ------------------ Share Activity: Shares issued: Initial Class 31,417 20,499 Service Class 1,487 - --------- --------- 32,904 20,499 --------- --------- Shares issued-reinvested from distributions: Initial Class 47 - Service Class - - --------- --------- 47 - --------- --------- Shares redeemed: Initial Class (9,465) (1,825) Service Class (139) - --------- --------- (9,604) (1,825) --------- --------- Net increase (decrease) in shares outstanding 23,347 18,674 ========= ========= (a) Commenced operations on May 1, 2002. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Conservative Portfolio 5 Asset Allocation-Conservative Portfolio - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 9.09 $ 0.04 $ 2.04 $ 2.08 12/31/2002 10.00 0.06 (0.97) (0.91) - --------------- ---------- ------- -------- -------- -------- Service Class 12/31/2003 9.53 - 1.62 1.62 - --------------- ---------- ------- -------- -------- -------- For a share outstanding throughout each period (a) ---------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ------------ Initial Class $ (0.01) $ - $ (0.01) $ 11.16 - - - 9.09 - --------------- --------- --- --------- --------- Service Class - - - 11.15 - --------------- --------- --- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 22.91% $ 453,710 0.13% 0.13% 0.45% 24% 12/31/2002 (9.10) 169,834 0.19 0.19 1.07 28 - --------------- ---------- ----- --------- ---- ---- ---- -- Service Class 12/31/2003 17.00 15,030 0.38 0.38 0.03 24 - --------------- ---------- ----- --------- ---- ---- ---- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 1, 2002 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Conservative Portfolio 6 Asset Allocation-Conservative Portfolio - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Asset Allocation-Conservative Portfolio ("the Fund"), part of ATSF, began operations on May 1, 2002. On May 1, 2003, the Fund changed its name from Conservative Asset Allocation to Asset Allocation-Conservative Portfolio. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: The Fund's investments are valued at the net asset values of the underlying portfolios of ATSF. The net asset values of the underlying portfolios are determined at the close of the New York Stock Exchange (generally 4:00 p.m. eastern time) on the valuation date. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date. Dividends and net realized gain (loss) from investment securities for the Fund are from investments in shares of affiliated investment companies. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. ATFA has entered into a consultant agreement with Morningstar Associates, LLC to provide investment services to ATFA regarding the Fund. ATFA compensates Morningstar Associates, LLC as described in the Prospectus. Transamerica Investment Management, LLC and Great Companies, LLC are affiliates of the Fund and are sub-advisors to other funds within AEGON/Transamerica Series Fund, Inc. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.10% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.25% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Conservative Portfolio 7 Asset Allocation-Conservative Portfolio - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $16. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 302,578 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 86,179 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ - Long-term capital gains - 2003 Distributions paid from: Ordinary income 469 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 6,620 ======== Undistributed Long-term Capital Gains $ 2,095 ======== Capital Loss Carryforward $ - ======== Post October Loss $ - ======== Net Unrealized Appreciation (Depreciation) $ 73,612 ======== The capital loss carryforward utilized during the period ended December 31, 2003 was $512. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 395,188 ========= Unrealized Appreciation $ 73,612 Unrealized (Depreciation) - --------- Net Unrealized Appreciation (Depreciation) $ 73,612 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Conservative Portfolio 8 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Asset Allocation-Conservative Portfolio In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Asset Allocation-Conservative Portfolio (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Conservative Portfolio 9 Asset Allocation-Growth Portfolio - -------------------------------------------------------------------------------- MARKET ENVIRONMENT After three painful years of declines, equities ruled the investment world in 2003. It was a rally that encompassed most styles and sectors, including aggressive equities that suffered badly during the downturn. Such a widespread bull market was by no means a sure thing at the start of the year. The United States was bracing for war, oil prices were unstable, and lingering concerns about the state of the economy caused many investors to start the New Year with a wait-and-see attitude. But as the year progressed, mounting evidence of an economic recovery provided the backdrop for renewed vigor in the financial markets. Investors who not long ago sought safe haven in defensive areas like cash, government securities and real estate returned to equities and high-yield corporate bonds. This occurred despite war in Iraq and scandals within the financial industry. Instead, investors focused on stronger corporate earnings, a key indicator of economic health and a driver of stock price growth. Meanwhile, the Federal Reserve Board held its ground on interest rates, keeping its key-lending rate at a 45-year low. Manufacturing increased, the housing market, one of the bright spots during the years of economic decline, remained strong in 2003. A lukewarm job market tempered some of this optimism, however, as many companies relied on technology-enhanced productivity and overseas labor to add to their bottom lines without hiring new workers. PERFORMANCE For the year ended December 31, 2003, Asset Allocation-Growth Portfolio returned 30.08%. By comparison its benchmark, the Wilshire 5000 Total Market Index returned 29.44%. STRATEGY REVIEW The portfolio's diversification across a number of equity-related investments benefited performance. In a re-emerging market, small-cap stocks tend to do well. Third Avenue Value, a small-cap value portfolio, comprised 7.95% of the portfolio at year's end; and T. Rowe Price Small Cap, a small-cap growth portfolio, ended 2003 with 12.23% of the portfolio's assets. It was a year made notable by a rebounding of growth stocks, even in aggressive sectors like technology. But by the fourth quarter, large-cap value had reasserted its place as a top-performing style as well. The portfolio included both, with growth investments such as Transamerica Equity, Janus Growth, and Great Companies-Technology(SM), as well as value-oriented holdings like PBHG/NWQ Value Select and T. Rowe Price Equity Income. In fact, by the end of the year T. Rowe Price Equity Income was the portfolio's largest holding, accounting for 17.93 % of assets as of December 31, 2003. Foreign equities also performed well, and the portfolio benefited from holding in Capital Guardian Global, Van Kampen Active International Allocation, and American Century International. In all, Asset Allocation-Growth consisted of fourteen underlying portfolios as of December 31, 2003. After completing an annual review of our asset allocation process, data, and models, the Investment Committee approved the recommended adjustments during the fourth quarter and they are now being phased in across the portfolio. Investment Committee AEGON/Transamerica Fund Advisers, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Growth Portfolio 1 Asset Allocation-Growth Portfolio - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/1/02 through 12/31/03 Initial Class Wilshire 5000 5/1/02 $10,000 $10,000 6/30/02 9,090 9,162 9/30/02 7,560 7,590 12/31/02 8,170 8,146 3/31/03 7,880 7,862 6/30/03 9,080 9,122 9/30/03 9,494 9,422 12/31/03 10,686 10,544 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ----------- ---------- Initial Class 30.80% 4.06% 5/1/02 Wilshire 5000(1) 29.44% 3.23% 5/1/02 - ---------------- ----- ----- ------ Service Class - 26.12% 5/1/03 - ---------------- ----- ----- ------ NOTES (1) The Wilshire 5000 Total Market (Wilshire 5000) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Growth Portfolio 2 Asset Allocation-Growth Portfolio - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------- ------------ INVESTMENT COMPANIES (100.0%) (b) Aggressive Equity (27.0%) Munder Net50 (a) 825,928 $ 6,839 T. Rowe Price Small Cap (a) 5,642,595 63,140 Third Avenue Value 2,424,868 41,053 Transamerica Growth Opportunities (a) 2,260,834 28,419 Growth Equity (59.3%) Great Companies-Technology(SM) (a) 5,752,631 22,838 Janus Growth (a) 1,060,543 32,028 Jennison Growth 4,690,534 34,429 PBHG/NWQ Value Select 2,668,112 39,942 Salomon All Cap 3,300,013 43,097 T. Rowe Price Equity Income 4,882,843 92,578 Transamerica Equity (a) 2,299,721 41,464 Shares Value -------------- ------------ World Equity (13.7%) American Century International (a) 2,719,076 $ 20,475 Capital Guardian Global 2,461,031 28,696 Van Kampen Active International Allocation 2,153,483 21,492 --------- Total Investment Companies (cost: $425,481) $ 516,490 ========= SUMMARY: Investments, at value 100.0% $ 516,490 Liabilities in excess of other assets 0.0% (65) --------- --------- Net assets 100.0% $ 516,425 ========= ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) The Fund invests its assets in Initial Class shares of underlying portfolios of AEGON/Transamerica Series Fund, Inc., which are affiliates of the Fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Growth Portfolio 3 Asset Allocation-Growth Portfolio - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment in affiliated investment companies, at value (cost: $425,481) $516,490 --------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 45 Distribution fees 10 Other 10 --------- 65 --------- Net Assets $516,425 ========= Net Assets Consist of: Capital stock, 150,000 shares authorized ($.01 par value) $ 484 Additional paid-in capital 418,514 Undistributed net investment income (loss) 600 Undistributed net realized gain (loss) from investment in affiliated investment companies 5,818 Net unrealized appreciation (depreciation) on investment in affiliated investment companies 91,009 --------- Net Assets $516,425 ========= Shares Outstanding: Initial Class 47,008 Service Class 1,396 Net Asset Value and Offering Price Per Share: Initial Class $ 10.67 Service Class 10.67 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Dividends from affiliated investment companies $ 1,058 --------- Expenses: Management and advisory fees 330 Transfer agent fees 2 Printing and shareholder reports 29 Custody fees 36 Administration fees 20 Legal fees 4 Auditing and accounting fees 10 Directors fees 11 Other 6 Service fees: Service Class 10 --------- Total expenses 458 --------- Net Investment Income (Loss) 600 --------- Net Realized Gain (Loss) from: Investment in affiliated investment companies 6,061 Capital gain distributions from investment in affiliated investment companies 383 --------- 6,444 Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment in affiliated investment companies 93,161 --------- Net Gain (Loss) on Investment in Affiliated Investment Companies 99,605 --------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 100,205 ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Growth Portfolio 4 Asset Allocation-Growth Portfolio - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the year or period ended (all amounts in thousands) December 31, December 31, 2003 2002(a) ---------------- ------------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 600 $ 533 Net realized gain (loss) from investment in affiliated investment companies and capital gain distributions 6,444 (626) Net unrealized appreciation (depreciation) on investment in affiliated investment companies 93,161 (2,152) --------- -------- 100,205 (2,245) --------- -------- Distributions to Shareholders: From net investment income: Initial Class (533) - Service Class - - --------- -------- (533) - --------- -------- From net realized gains: Initial Class - - Service Class - - --------- -------- - - --------- -------- Capital Share Transactions: Proceeds from shares sold: Initial Class 272,914 161,900 Service Class 15,400 - --------- -------- 288,314 161,900 --------- -------- Dividends and distributions reinvested: Initial Class 533 - Service Class - - --------- -------- 533 - --------- -------- Cost of shares redeemed: Initial Class (26,459) (3,479) Service Class (1,811) - --------- -------- (28,270) (3,479) --------- -------- 260,577 158,421 --------- -------- Net increase (decrease) in net assets 360,249 156,176 --------- -------- Net Assets: Beginning of year 156,176 - --------- -------- End of year $ 516,425 $156,176 ========= ========= Undistributed Net Investment Income (Loss) $ 600 $ 533 ========= ========= December 31, December 31, 2003 2002(a) ---------------- ------------------ Share Activity: Shares issued: Initial Class 30,736 19,525 Service Class 1,581 - --------- --------- 32,317 19,525 --------- --------- Shares issued-reinvested from distributions: Initial Class 58 - Service Class - - --------- --------- 58 - --------- --------- Shares redeemed: Initial Class (2,891) (420) Service Class (185) - --------- --------- (3,076) (420) --------- --------- Net increase (decrease) in shares outstanding 29,299 19,105 ========= ========= (a) Commenced operations on May 1, 2002. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Growth Portfolio 5 Asset Allocation-Growth Portfolio - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 8.17 $ 0.02 $ 2.49 $ 2.51 12/31/2002 10.00 0.08 (1.91) (1.83) - --------------- ---------- --------- -------- -------- -------- Service Class 12/31/2003 8.46 - 2.21 2.21 - --------------- ---------- --------- -------- -------- -------- For a share outstanding throughout each period (a) ---------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ------------ Initial Class $ (0.01) $ - $ (0.01) $ 10.67 - - - 8.17 - --------------- --------- --- --------- --------- Service Class - - - 10.67 - --------------- --------- --- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 30.80% $ 501,532 0.14% 0.14% 0.18% 18% 12/31/2002 (18.30) 156,176 0.21 0.21 1.43 20 - --------------- ---------- ------ --------- ---- ---- ---- -- Service Class 12/31/2003 26.12 14,893 0.38 0.38 0.03 18 - --------------- ---------- ------ --------- ---- ---- ---- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 1, 2002 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Growth Portfolio 6 Asset Allocation-Growth Portfolio - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Asset Allocation-Growth Portfolio ("the Fund"), part of ATSF, began operations on May 1, 2002. On May 1, 2003, the Fund changed its name from Aggressive Asset Allocation to Asset Allocation-Growth Portfolio. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: The Fund's investments are valued at the net asset values of the underlying portfolios of ATSF. The net asset values of the underlying portfolios are determined at the close of the New York Stock Exchange (generally 4:00 p.m. eastern time) on the valuation date. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date. Dividends and net realized gain (loss) from investment securities for the Fund are from investments in shares of affiliated investment companies. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. ATFA has entered into a consultant agreement with Morningstar Associates, LLC to provide investment services to ATFA regarding the Fund. ATFA compensates Morningstar Associates, LLC as described in the Prospectus. Transamerica Investment Management, LLC and Great Companies, LLC are affiliates of the Fund and are sub-advisors to other funds within AEGON/Transamerica Series Fund, Inc. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.10% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.25% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Growth Portfolio 7 Asset Allocation-Growth Portfolio - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $18. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 320,105 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 59,271 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ - Long-term capital gains - 2003 Distributions paid from: Ordinary income 533 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 6,083 ======== Undistributed Long-term Capital Gains $ 530 ======== Capital Loss Carryforward $ - ======== Post October Loss $ - ======== Net Unrealized Appreciation (Depreciation) $ 90,813 ======== The capital loss carryforward utilized during the period ended December 31, 2003 was $534. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 425,677 ========= Unrealized Appreciation $ 90,813 Unrealized (Depreciation) - --------- Net Unrealized Appreciation (Depreciation) $ 90,813 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Growth Portfolio 8 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Asset Allocation-Growth Portfolio In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Asset Allocation-Growth Portfolio (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Growth Portfolio 9 Asset Allocation-Moderate Portfolio - -------------------------------------------------------------------------------- MARKET ENVIRONMENT A wide rally during 2003 reversed three straight years of stock market declines. Mounting evidence of an economic recovery provided the backdrop for a renewed vigor in the financial markets as investors who began the year with a pensive wait-and-see attitude returned to equities and high-yield corporate bonds. Stocks climbed steadily across most styles and sectors, including those badly bruised during the recent bear market. This occurred despite war in Iraq, lingering concerns about international terrorism and scandals within the financial industry, which not long ago may have kept many investors on the sidelines. Instead, investors focused on stronger corporate earnings, a key indicator of economic health. Meanwhile, the Federal Reserve Board held its ground on its key rate, keeping it at a 45-year low. Manufacturing increased, the housing market, one of the bright spots during the years of economic decline, remained strong in 2003. A lukewarm job market tempered some of this optimism, however, as many companies relied on technology-enhanced productivity and overseas labor to add to their bottom lines without hiring new workers. PERFORMANCE For the year ended December 31, 2003, Asset Allocation-Moderate Portfolio returned 24.87%. By comparison its primary benchmark, the Wilshire 5000 Total Market Index and its secondary benchmark, the Lehman Brothers Aggregate Bond Index returned 29.44% and 4.10%, respectively. STRATEGY REVIEW Niche equity asset classes added to performance during the year. Small-cap value was one of the market's favorite styles, and the portfolio's consistent diversification and portfolio selection process enabled them to take advantage of that trend. Third Avenue Value was one of the top equity holdings, representing 6.10% of the portfolio as of December 31, 2003, and rose over 13% (net of expenses) for the fourth quarter. International exposure helped as well, Van Kampen Active International Allocation was up over 16%, Capital Guardian Global was up more than 14%, and American Century International was up more than 14% for the same quarter. In a year made notable by the resurgence of growth companies, large-cap value made a strong showing in the fourth quarter. The portfolio benefited from holdings in such underlying investments as PBHG/NWQ Value Select and T. Rowe Price Equity Income. In the bond market, there was generally a continuation of year-long trends. Corporate bonds, particularly high-yield bonds, did much better than Treasury bonds during the quarter. This is the typical pattern that occurs when the economy grows out of a recession. To take advantage of these developments, the portfolio reduced the amount of Treasury and government bonds and increased the weight in lower-credit corporate bonds. This was accomplished by holding the position in PIMCO Total Return constant, and adding new money to the Transamerica Convertible Securities and MFS High-Yield. After completing an annual review of the asset allocation process, it was recommended to adjust strategic allocations during 2003. The key change across the portfolio is to reduce the cash allocation in favor of fixed-income and equity. The Investment Committee decided to revise the models during the fourth quarter and these changes are now being phased in across the portfolio. The portfolio's target allocation is 50% equity, 40% fixed income, and 10% cash. To bring the portfolio in line with these new targets, the portfolio will gradually rebalance through the use of cash flow. Investment Team AEGON/Transamerica Fund Advisers, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Portfolio 1 Asset Allocation-Moderate Portfolio - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative indices. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/1/02 through 12/31/03 LB Aggregate Initial Class Wilshire 5000 Bond Index 5/1/02 $10,000 $10,000 $10,000 6/30/02 9,440 9,162 10,172 9/30/02 8,430 7,590 10,638 12/31/02 8,810 8,146 10,806 3/31/03 8,720 7,862 10,956 6/30/03 9,710 9,122 11,230 9/30/03 10,060 9,422 11,214 12/31/03 11,001 10,545 11,249 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date Portfolio ----------- ----------- --------------- Initial Class 24.87% 5.89% 5/1/02 Wilshire 5000(1) 29.44% 3.23% 5/1/02 LBAB(1) 4.10% 7.30% 5/1/02 - ----- ----- ----- ------ Service Class - 19.22% 5/1/03 - ---------------- ----- ----- ------ NOTES (1) The Wilshire 5000 Total Market (Wilshire 5000) Index and Lehman Brothers Aggregate Bond (LBAB) Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Portfolio 2 Asset Allocation-Moderate Portfolio - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value --------------- -------------- INVESTMENT COMPANIES (100.0%) (b) Aggressive Equity (18.3%) Munder Net50 (a) 817,909 $ 6,772 T. Rowe Price Small Cap (a) 7,572,937 84,741 Third Avenue Value 4,311,238 72,989 Transamerica Growth Opportunities (a) 4,343,348 54,596 Capital Preservation (3.5%) Transamerica Money Market 41,879,860 41,880 Fixed-Income (35.8%) MFS High Yield 20,310,865 208,796 PIMCO Total Return 5,649,122 62,027 Transamerica Convertible Securities 13,693,352 157,610 Growth Equity (35.7%) Great Companies-Technology(SM) (a) 10,637,211 42,230 Janus Growth (a) 1,298,040 39,201 Marsico Growth (a) 4,794,890 40,709 PBHG/NWQ Value Select 2,735,575 40,952 Shares Value --------------- -------------- Growth Equity (continued) Salomon All Cap 3,140,662 $ 41,017 T. Rowe Price Equity Income 7,859,216 149,011 Transamerica Equity (a) 4,150,886 74,840 Specialty-Real Estate (0.4%) Clarion Real Estate Securities 313,493 4,727 World Equity (6.3%) American Century International (a) 3,357,712 25,284 Capital Guardian Global 3,325,026 38,770 Van Kampen Active International Allocation 1,152,489 11,502 ----------- Total Investment Companies (cost: $1,004,364) $ 1,197,654 =========== SUMMARY: Investments, at value 100.0% $ 1,197,654 Liabilities in excess of other assets 0.0% (140) ---------- ----------- Net assets 100.0% $ 1,197,514 ========== =========== NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) The fund invests its assets in Initial Class shares of underlying portfolios of AEGON/Transamerica Series Fund, Inc., which are affiliates of the Fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Portfolio 3 Asset Allocation-Moderate Portfolio - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment in affiliated investment companies, at value (cost: $1,004,364) $1,197,654 Receivables: Dividends 1 ----------- 1,197,655 ----------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 107 Distribution fees 16 Other 18 ----------- 141 ----------- Net Assets $1,197,514 =========== Net Assets Consist of: Capital stock, 200,000 shares authorized ($.01 par value) $ 1,090 Additional paid-in capital 988,123 Undistributed net investment income (loss) 3,331 Undistributed net realized gain (loss) from investment in affiliated investment companies 11,680 Net unrealized appreciation (depreciation) on investment in affiliated investment companies 193,290 ----------- Net Assets $1,197,514 =========== Shares Outstanding: Initial Class 106,449 Service Class 2,552 Net Asset Value and Offering Price Per Share: Initial Class $ 10.99 Service Class 10.98 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Dividends from affiliated investment companies $ 4,396 --------- Expenses: Management and advisory fees 867 Transfer agent fees 2 Printing and shareholder reports 29 Custody fees 67 Administration fees 20 Legal fees 10 Auditing and accounting fees 10 Directors fees 28 Other 15 Service fees: Service Class 16 --------- Total expenses 1,064 --------- Net Investment Income (Loss) 3,332 --------- Net Realized Gain (Loss) from: Investment in affiliated investment companies 12,181 Capital gain distributions from investment in affiliated investment companies 757 --------- 12,938 Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment in affiliated investment companies 194,934 --------- Net Gain (Loss) on Investment in Affiliated Investment Companies 207,872 --------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 211,204 ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Portfolio 4 Asset Allocation-Moderate Portfolio - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the year or period ended (all amounts in thousands) December 31, December 31, 2003 2002(a) ---------------- ------------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 3,332 $ 935 Net realized gain (loss) from investment in affiliated investment companies and capital gain distributions 12,938 (1,258) Net unrealized appreciation (depreciation) on investment in affiliated investment companies 194,934 (1,644) ----------- -------- 211,204 (1,967) ----------- -------- Distributions to Shareholders: From net investment income: Initial Class (936) - Service Class - - ----------- -------- (936) - ----------- -------- From net realized gains: Initial Class - - Service Class - - ----------- -------- - - ----------- -------- Capital Share Transactions: Proceeds from shares sold: Initial Class 622,376 413,218 Service Class 28,157 - ----------- -------- 650,533 413,218 ----------- -------- Dividends and distributions reinvested: Initial Class 936 - Service Class - - ----------- -------- 936 - ----------- -------- Cost of shares redeemed: Initial Class (68,023) (5,567) Service Class (1,884) - ----------- -------- (69,907) (5,567) ----------- -------- 581,562 407,651 ----------- -------- Net increase (decrease) in net assets 791,830 405,684 ----------- -------- Net Assets: Beginning of year 405,684 - ----------- -------- End of year $ 1,197,514 $405,684 =========== ========= Undistributed Net Investment Income (Loss) $ 3,331 $ 935 =========== ========= December 31, December 31, 2003 2002(a) ---------------- ------------------ Share Activity: Shares issued: Initial Class 67,114 46,675 Service Class 2,734 - ----------- --------- 69,848 46,675 ----------- --------- Shares issued-reinvested from distributions: Initial Class 96 - Service Class - - ----------- --------- 96 - ----------- --------- Shares redeemed: Initial Class (6,804) (632) Service Class (182) - ----------- --------- (6,986) (632) ----------- --------- Net increase (decrease) in shares outstanding 62,958 46,043 =========== ========= (a) Commenced operations on May 1, 2002. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Portfolio 5 Asset Allocation-Moderate Portfolio - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 8.81 $ 0.04 $ 2.15 $ 2.19 12/31/2002 10.00 0.06 (1.25) (1.19) - --------------- ---------- -------- -------- --------- --------- Service Class 12/31/2003 9.21 0.01 1.76 1.77 - --------------- ---------- -------- -------- --------- --------- For a share outstanding throughout each period (a) ---------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ------------ Initial Class $ (0.01) $ - $ (0.01) $ 10.99 - - - 8.81 - --------------- --------- --- --------- --------- Service Class - - - 10.98 - --------------- --------- --- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 24.87% $ 1,169,496 0.12% 0.12% 0.39% 16% 12/31/2002 (11.90) 405,684 0.15 0.15 1.03 21 - --------------- ---------- ------ ----------- ---- ---- ---- -- Service Class 12/31/2003 19.22 28,018 0.37 0.37 0.13 16 - --------------- ---------- ------ ----------- ---- ---- ---- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 1, 2002 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Portfolio 6 Asset Allocation-Moderate Portfolio - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Asset Allocation-Moderate Portfolio ("the Fund"), part of ATSF, began operations on May 1, 2002. On May 1, 2003, the Fund changed its name from Moderate Asset Allocation to Asset Allocation-Moderate Portfolio. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: The Fund's investments are valued at the net asset values of the underlying portfolios of ATSF. The net asset values of the underlying portfolios are determined at the close of the New York Stock Exchange (generally 4:00 p.m. eastern time) on the valuation date. Investment company securities are valued at the net asset value of the underlying portfolio. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date. Dividends and net realized gain (loss) from investment securities for the Fund are from investments in shares of affiliated investment companies. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. ATFA has entered into a consultant agreements with Morningstar Associates, LLC to provide investment services to ATFA regarding the Fund. ATFA compensates Morningstar Associates, LLC as described in the Prospectus. Transamerica Investment Management, LLC and Great Companies, LLC are affiliates of the Fund and are sub-advisors to other funds within AEGON/Transamerica Series Fund, Inc. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.10% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.25% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Portfolio 7 Asset Allocation-Moderate Portfolio - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $41. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at Director 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 714,729 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 134,138 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statement of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ - Long-term capital gains - 2003 Distributions paid from: Ordinary income 936 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 13,648 ========= Undistributed Long-term Capital Gains $ 1,601 ========= Capital Loss Carryforward $ - ========= Post October Loss $ - ========= Net Unrealized Appreciation (Depreciation) $ 193,052 ========= The capital loss carryforward utilized during the period ended December 31, 2003 was $1,258. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 1,004,602 =========== Unrealized Appreciation $ 193,052 Unrealized (Depreciation) - ----------- Net Unrealized Appreciation (Depreciation) $ 193,052 =========== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Portfolio 8 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Asset Allocation-Moderate Portfolio In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Asset Allocation-Moderate Portfolio (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Portfolio 9 Asset Allocation-Moderate Growth Portfolio - -------------------------------------------------------------------------------- MARKET ENVIRONMENT A strong year in equities during 2003 reversed three straight years of stock market declines. Mounting evidence of an economic recovery provided the backdrop for renewed vigor in the financial markets as investors who began the year with a pensive wait-and-see attitude returned to equities and high-yield corporate bonds. Stocks climbed steadily across most styles and sectors, including those badly bruised during the recent bear market. This occurred despite war in Iraq, lingering concerns about a lukewarm job market, international terrorism and scandals within the financial industry, which not long ago may have kept many investors on the sidelines. Instead, investors focused on stronger corporate earnings, a key indicator of economic health and a driver of stock price growth. Meanwhile, the Federal Reserve Board held its ground on its key rate, keeping it at a 45-year low. Manufacturing also increased, and the housing market, one of the bright spots during the years of economic decline, remained strong in 2003. PERFORMANCE For the year ended December 31, 2003, Asset Allocation-Moderate Growth Portfolio returned 27.17%. By comparison its benchmark, the Wilshire 5000 Total Market Index returned 29.44%. STRATEGY REVIEW Niche equity asset classes added to performance during the year. Small-cap value was one of the market's favorite styles, and the portfolio's consistent diversification and investment selection process enabled it to take advantage of that trend. Third Avenue Value was one of the top equity holdings, representing 7.10% of the portfolio as of December 31, 2003, and rose over 13% (net of expenses) for the quarter. T. Rowe Price Small Cap was another large holding, making up 9.03% of the portfolio's assets by year's end. Unlike, Third Avenue Value, T. Rowe Price Small Cap employs more of a growth investment style, but benefited from the market's interest in small company stocks. International exposure helped as well, Van Kampen Active International Allocation was up over 16%, Capital Guardian Global was up more than 14%, and American Century International was up more than 14%, for the same quarter. In a year made notable by the resurgence of growth companies, large-cap value made a strong showing in the fourth quarter. The portfolio benefited from holdings in such underlying investments as PBHG/NWQ Value Select and T. Rowe Price Equity Income, which was the single largest holding in the portfolio by the end of the year. In the bond market, there was generally a continuation of year-long trends. Corporate bonds, particularly high-yield bonds, did much better than Treasury bonds during the quarter. This is the typical pattern that occurs when the economy grows out of a recession. To take advantage of these developments, the portfolio reduced the amount of Treasury and government bonds and increased the weight in lower-credit corporate bonds. This was accomplished by holding the position in PIMCO Total Return constant, and adding new money to the Transamerica Convertible Securities and MFS High-Yield. After completing an annual review of the asset allocation process, it was recommended adjusting strategic allocations during 2003. The Investment Committee decided to revise the models during the fourth quarter and the changes are now being phased in across the portfolio. By the end of the year, Asset Allocation-Moderate Growth Portfolio comprised 69.23% equities, 16.25% bonds, and 14.53% short-term investments. Investment Committee AEGON/Transamerica Fund Advisers, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Growth Portfolio 1 Asset Allocation-Moderate Growth Portfolio - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/1/02 through 12/31/03 Initial Class Wilshire 5000 5/1/02 $10,000 $10,000 6/30/02 9,270 9,162 9/30/02 8,060 7,590 12/31/02 8,520 8,146 3/31/03 8,360 7,862 6/30/03 9,420 9,122 9/30/03 9,784 9,422 12/31/03 10,835 10,545 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ----------- ---------- Initial Class 27.17% 4.93% 5/1/02 Wilshire 5000(1) 29.44% 3.23% 5/1/02 - ---------------- ----- ----- ------ Service Class - 22.10% 5/1/03 - ---------------- ----- ----- ------ NOTES (1) The Wilshire 5000 Total Market (Wilshire 5000) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Growth Portfolio 2 Asset Allocation-Moderate Growth Portfolio - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value --------------- -------------- INVESTMENT COMPANIES (100.0%) (b) Aggressive Equity (21.8%) Munder Net50 (a) 1,358,207 $ 11,246 T. Rowe Price Small Cap (a) 9,740,310 108,994 Third Avenue Value 5,059,382 85,655 Transamerica Growth Opportunities (a) 4,585,972 57,646 Capital Preservation (0.0%) Transamerica Money Market 504 1 Fixed-Income (21.4%) MFS High Yield 12,275,696 126,194 PIMCO Total Return 5,003,996 54,944 Transamerica Convertible Securities 6,680,282 76,890 Growth Equity (48.6%) Great Companies-Technology(SM) (a) 10,439,987 41,447 Janus Growth (a) 1,862,424 56,245 Jennison Growth 10,806,300 79,318 Shares Value --------------- -------------- Growth Equity (continued) PBHG/NWQ Value Select 4,332,573 $ 64,859 Salomon All Cap 4,572,061 59,711 T. Rowe Price Equity Income 10,354,124 196,314 Transamerica Equity (a) 4,921,988 88,743 World Equity (8.2%) American Century International (a) 5,476,301 41,237 Capital Guardian Global 2,499,585 29,145 Van Kampen Active International Allocation 2,855,492 28,498 ----------- Total Investment Companies (cost: $1,003,680) $ 1,207,087 =========== SUMMARY: Investments, at value 100.0% $ 1,207,087 Liabilities in excess of other assets 0.0% (153) ---------- ----------- Net assets 100.0% $ 1,206,934 ========== =========== NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) The fund invests its assets in Initial Class shares of underlying portfolios of AEGON/Transamerica Series Fund, Inc., which are affiliates of the Fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Growth Portfolio 3 Asset Allocation-Moderate Growth Portfolio - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment in affiliated investment companies, at value (cost: $1,003,680) $1,207,087 ----------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 105 Distribution fees 28 Other 20 ----------- 153 ----------- Net Assets $1,206,934 =========== Net Assets Consist of: Capital stock, 200,000 shares authorized ($.01 par value) $ 1,115 Additional paid-in capital 991,499 Undistributed net investment income (loss) 2,751 Undistributed net realized gain (loss) from investment in affiliated investment companies 8,162 Net unrealized appreciation (depreciation) on investment in affiliated investment companies 203,407 ----------- Net Assets $1,206,934 =========== Shares Outstanding: Initial Class 107,839 Service Class 3,702 Net Asset Value and Offering Price Per Share: Initial Class $ 10.82 Service Class 10.83 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Dividends from affiliated investment companies $ 3,781 --------- Expenses: Management and advisory fees 822 Transfer agent fees 2 Printing and shareholder reports 33 Custody fees 65 Administration fees 20 Legal fees 9 Auditing and accounting fees 10 Directors fees 27 Other 14 Service fees: Service Class 28 --------- Total expenses 1,030 --------- Net Investment Income (Loss) 2,751 --------- Net Realized Gain (Loss) from: Investment in affiliated investment companies 8,735 Capital gain distributions from investment in affiliated investment companies 961 --------- 9,696 Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment in affiliated investment companies 205,986 --------- Net Gain (Loss) on Investment in Affiliated Investment Companies 215,682 --------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 218,433 ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Growth Portfolio 4 Asset Allocation-Moderate Growth Portfolio - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the year or period ended (all amounts in thousands) December 31, December 31, 2003 2002(a) ---------------- ------------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 2,751 $ 1,196 Net realized gain (loss) from investment in affiliated investment companies and capital gain distributions 9,696 (1,534) Net unrealized appreciation (depreciation) on investment in affiliated investment companies 205,986 (2,579) ----------- -------- 218,433 (2,917) ----------- -------- Distributions to Shareholders: From net investment income: Initial Class (1,196) - Service Class - - ----------- -------- (1,196) - ----------- -------- From net realized gains: Initial Class - - Service Class - - ----------- -------- - - ----------- -------- Capital Share Transactions: Proceeds from shares sold: Initial Class 601,905 404,032 Service Class 38,069 - ----------- -------- 639,974 404,032 ----------- -------- Dividends and distributions reinvested: Initial Class 1,196 - Service Class - - ----------- -------- 1,196 - ----------- -------- Cost of shares redeemed: Initial Class (46,854) (4,507) Service Class (1,227) - ----------- -------- (48,081) (4,507) ----------- -------- 593,089 399,525 ----------- -------- Net increase (decrease) in net assets 810,326 396,608 ----------- -------- Net Assets: Beginning of year 396,608 - ----------- -------- End of year $ 1,206,934 $396,608 =========== ========= Undistributed Net Investment Income (Loss) $ 2,751 $ 1,196 =========== ========= December 31, December 31, 2003 2002(a) ---------------- ------------------ Share Activity: Shares issued: Initial Class 66,296 47,067 Service Class 3,827 - ----------- --------- 70,123 47,067 ----------- --------- Shares issued-reinvested from distributions: Initial Class 126 - Service Class - - ----------- --------- 126 - ----------- --------- Shares redeemed: Initial Class (5,115) (535) Service Class (125) - ----------- --------- (5,240) (535) ----------- --------- Net increase (decrease) in shares outstanding 65,009 46,532 =========== ========= (a) Commenced operations on May 1, 2002. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Growth Portfolio 5 Asset Allocation-Moderate Growth Portfolio - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 8.52 $ 0.03 $ 2.28 $ 2.31 12/31/2002 10.00 0.08 (1.56) (1.48) - --------------- ---------- --------- -------- --------- --------- Service Class 12/31/2003 8.87 0.01 1.95 1.96 - --------------- ---------- --------- -------- --------- --------- For a share outstanding throughout each period (a) ---------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ------------ Initial Class $ (0.01) $ - $ (0.01) $ 10.82 - - - 8.52 - --------------- --------- --- --------- --------- Service Class - - - 10.83 - --------------- --------- --- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 27.17% $ 1,166,851 0.12% 0.12% 0.34% 13% 12/31/2002 (14.80) 396,608 0.15 0.15 1.33 23 - --------------- ---------- ------ ----------- ---- ---- ---- -- Service Class 12/31/2003 22.10 40,083 0.37 0.37 0.17 13 - --------------- ---------- ------ ----------- ---- ---- ---- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 1, 2002 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Growth Portfolio 6 Asset Allocation-Moderate Growth Portfolio - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Asset Allocation-Moderate Growth Portfolio ("the Fund"), part of ATSF, began operations on May 1, 2002. On May 1, 2003, the Fund changed its name from Moderately Aggressive Asset Allocation to Asset Allocation-Moderate Growth Portfolio. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: The Fund's investments are valued at the net asset values of the underlying portfolios of ATSF. The net asset values of the underlying portfolios are determined at the close of the New York Stock Exchange (generally 4:00 p.m. eastern time) on the valuation date. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date. Dividends and net realized gain (loss) from investment securities for the Fund are from investments in shares of affiliated investment companies. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. ATFA has entered into consultant agreement with Morningstar Associates, LLC to provide investment services to ATFA regarding the Fund. ATFA compensates Morningstar Associates, LLC as described in the Prospectus. Transamerica Investment Management, LLC and Great Companies, LLC are affiliates of the Fund and are sub-advisors to other funds within ATSF. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.10% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.25% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reim bursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Growth Portfolio 7 Asset Allocation-Moderate Growth Portfolio - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $41. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 696,600 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 106,909 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ - Long-term capital gains - 2003 Distributions paid from: Ordinary income 1,196 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 11,121 ========= Undistributed Long-term Capital Gains $ 1,003 ========= Capital Loss Carryforward $ - ========= Post October Loss $ - ========= Net Unrealized Appreciation (Depreciation) $ 202,197 ========= The capital loss carryforward utilized during the period ended December 31, 2003 was $1,513. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 1,004,890 =========== Unrealized Appreciation $ 202,197 Unrealized (Depreciation) - ----------- Net Unrealized Appreciation (Depreciation) $ 202,197 =========== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Growth Portfolio 8 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Asset Allocation-Moderate Growth Portfolio In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Asset Allocation-Growth Moderate Portfolio (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Asset Allocation-Moderate Growth Portfolio 9 AEGON Bond - -------------------------------------------------------------------------------- MARKET ENVIRONMENT Interest rates gradually moved upward during the year, primarily due to the strengthening economy. The year started off on a positive note for the bond market, as lingering economic weakness and the war with Iraq kept investors out of the equity market and focused on bonds. Disappointed with the pace of economic growth, the Federal Reserve Board cut interest rates in June 2003, bringing the federal funds rate to 1.0%, a 45-year low. Successes in the Iraq war led to growing optimism regarding the economy's future growth prospects. Encouraged by improving corporate balance sheets, investors showed renewed confidence in the stock market, and volatility took hold in the bond market. Furthermore, an unexpected and powerful surge in economic growth during the third quarter caused bond yields to rise throughout the end of the year. PERFORMANCE For the year ended December 31, 2003, AEGON Bond returned 4.28%. By comparison its primary benchmark, the Lehman Brothers Aggregate Bond Index ("LBAB") and its secondary benchmark, the Lehman Brothers U.S. Government/Credit Index returned 4.10% and 4.67%, respectively. STRATEGY REVIEW Our security selections during the one-year period were the primary drivers of the portfolio's excess return compared to the LBAB. For the year, the LBAB's corporate sector was the best-performing segment, while the mortgage sector was the worst performing area. Nevertheless, we kept the portfolio overweighted in the mortgage sector and underweighted in the corporate sector throughout the year. The portfolio's outperformance underscores the strength of our security selections in these key sectors. Within the mortgage market, we continued to focus on collateralized mortgage obligations ("CMO"s), which generally are less sensitive to extension risk than the low-coupon mortgage-backed securities that comprise the LB Aggregate's mortgage component. Overall, mortgage refinancing slowed dramatically as the year progressed, dampening mortgage volatility. In the corporate bond market, lower-credit-quality securities outperformed throughout the year. Our approach was to add selectively to the portfolio's corporate allocation, purchasing higher-quality names that we believed provided acceptable risk/reward postures. Our overweight in the 10- to 15-year portion of the yield curve also enhanced the portfolio's relative return. The yield curve flattened considerably more in the two- to 10-year part of the curve. Additionally, our exposure in the 10- to 15-year segment contained U.S. Treasury STRIPS, which generally declined less in price than the comparable-maturity coupon Treasuries the LBAB holds. Investment Team Banc One Investment Advisors Corporation AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 1 AEGON Bond - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Invested 12/31/93 through 12/31/03 LB Aggregate Lehman Initial Class Bond Index US Gov't/Credit 12/31/93 $10,000 $10,000 $10,000 3/31/94 9,510 9,713 9,687 6/30/94 9,312 9,613 9,566 9/30/94 9,286 9,672 9,614 12/30/94 9,306 9,708 9,649 3/31/95 9,848 10,198 10,130 6/30/95 10,655 10,819 10,787 9/30/95 10,832 11,032 10,994 12/31/95 11,445 11,502 11,506 3/31/96 11,003 11,298 11,237 6/30/96 10,968 11,362 11,290 9/30/96 11,128 11,572 11,489 12/31/96 11,462 11,919 11,840 3/31/97 11,303 11,853 11,738 6/30/97 11,679 12,288 12,165 9/30/97 12,118 12,696 12,591 12/31/97 12,511 13,070 12,995 3/31/98 12,699 13,274 13,192 6/30/98 13,010 13,584 13,537 9/30/98 13,730 14,158 14,208 12/31/98 13,677 14,206 14,226 3/31/99 13,503 14,135 14,056 6/30/99 13,322 14,011 13,902 9/30/99 13,348 14,106 13,977 12/31/99 13,275 14,089 13,921 3/31/00 13,645 14,400 14,295 6/30/00 13,750 14,651 14,502 9/30/00 14,071 15,092 14,919 12/31/00 14,720 15,727 15,570 3/31/01 15,169 16,204 16,068 6/30/01 15,182 16,296 16,117 9/30/01 15,922 17,047 16,884 12/31/01 15,909 17,055 16,894 3/31/02 15,869 17,071 16,815 6/30/02 16,520 17,701 17,446 9/30/02 17,247 18,512 18,440 12/31/02 17,495 18,804 18,759 3/31/03 17,743 19,066 19,067 6/30/03 18,130 19,542 19,740 9/30/03 18,215 19,514 19,640 12/31/03 18,244 19,576 19,634 *Inception 10/02/1986 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years 10 years Inception* Date ---------- --------- ---------- ------------ ---------- Initial Class 4.28% 5.93% 6.20% 7.32% 10/2/86 LBAB(1) 4.10% 6.62% 6.95% 8.08% 10/2/86 LBGC(1) 4.67% 6.66% 6.98% 8.08% 10/2/86 - ----- ---- ---- ---- ---- ------- Service Class - - - 1.78% 5/1/03 - --------------- ---- ---- ---- ---- ------- NOTES (1) The Lehman Brothers Aggregate Bond (LBAB) Index and Lehman Brothers U.S. Government/Credit (LBGC) Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 2 AEGON Bond - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts in thousands) Principal Value ----------------------- --------------- U.S. GOVERNMENT OBLIGATIONS (11.8%) U.S. Government Strips Zero Coupon, due 02/15/2010 $ 1,000 $ 796 Zero Coupon, due 02/15/2011 700 526 Zero Coupon, due 05/15/2012 1,000 698 Zero Coupon, due 11/15/2013 (a) 3,000 1,915 Zero Coupon, due 02/15/2014 750 471 Zero Coupon, due 02/15/2016 1,650 909 Zero Coupon, due 05/15/2016 2,000 1,084 Zero Coupon, due 02/15/2017 (a) 8,400 4,332 Zero Coupon, due 02/15/2019 300 135 U.S. Treasury Bond 11.75%, due 11/15/2014 (a) 4,000 5,737 7.25%, due 05/15/2016 2,000 2,494 7.50%, due 11/15/2016 (a) 2,750 3,501 6.25%, due 08/15/2023 (a) 5,000 5,699 7.63%, due 02/15/2025 1,000 1,321 6.50%, due 11/15/2026 1,500 1,765 --------- Total U.S. Government Obligations (cost: $28,982) 31,383 --------- U.S. GOVERNMENT AGENCY OBLIGATIONS (52.6%) Fannie Mae 7.00%, due 01/25/2008 1,383 1,458 8.00%, due 07/01/2009 636 681 6.50%, due 12/25/2012 875 926 6.50%, due 12/25/2012 1,111 1,122 5.00%, due 11/25/2015 1,500 1,517 7.00%, due 12/25/2016 1,220 1,310 9.50%, due 06/25/2018 675 756 5.00%, due 05/15/2023 900 923 5.50%, due 05/25/2023 500 499 6.50%, due 11/25/2025 705 712 8.00%, due 01/15/2030 2,215 2,369 7.25%, due 09/15/2030 2,000 2,105 7.25%, due 12/15/2030 1,000 1,058 7.00%, due 03/25/2031 750 790 6.50%, due 04/15/2031 4,686 4,898 7.00%, due 09/25/2031 1,000 1,053 7.00%, due 11/25/2031 582 605 6.00%, due 11/25/2031 920 965 6.50%, due 04/25/2032 2,274 2,375 5.75%, due 06/25/2033 750 714 6.50%, due 10/25/2042 432 459 7.50%, due 12/25/2042 771 844 6.50%, due 12/25/2042 1,577 1,675 Fannie Mae-Conventional Pool 7.50%, due 01/01/2008 564 598 6.50%, due 04/01/2008 628 661 6.50%, due 04/01/2009 434 461 5.50%, due 06/01/2012 508 536 5.00%, due 12/01/2016 463 473 Principal Value ----------------------- --------------- Fannie Mae-Conventional Pool (continued) 6.50%, due 03/01/2017 $ 485 $ 515 5.50%, due 03/01/2017 1,137 1,180 5.50%, due 09/01/2017 821 852 9.00%, due 10/01/2019 758 846 9.00%, due 06/01/2025 480 536 6.00%, due 12/01/2032 886 916 6.00%, due 03/01/2033 357 369 6.00%, due 03/01/2033 401 415 6.00%, due 03/01/2033 454 470 Fannie Mae-Series 2001-12 6.50%, due 12/25/2011 2,030 2,068 Fannie Mae-Series 2001-44 7.00%, due 09/25/2031 1,000 1,055 Fannie Mae-Series 2001-5 6.00%, due 03/25/2016 1,000 1,070 Fannie Mae-Series 2002-1 6.50%, due 02/25/2022 1,000 1,057 Fannie Mae-Series 2002-18 PC 5.50%, due 04/25/2017 1,000 1,049 Fannie Mae-Series 2002-48 6.50%, due 11/25/2032 1,000 1,052 Fannie Mae-Series 2002-59 6.50%, due 04/25/2032 1,500 1,581 Fannie Mae-Series 2002-W5 6.00%, due 07/25/2029 1,000 1,036 Fannie Mae-Series 2500 5.50%, due 12/15/2015 2,250 2,343 Fannie Mae-Series 2503 5.50%, due 11/15/2015 2,000 2,084 Fannie Mae-Series G94-13 7.00%, due 06/17/2022 1,279 1,309 Fannie Mae 12.91%, due 10/25/2008 (c) 400 437 21.48%, due 02/25/2032 (c) 297 353 10.95%, due 07/25/2033 (c) 319 266 5.98%, due 08/25/2033 (c) 382 312 10.60%, due 09/25/2033 221 219 Fannie Mae Strip Zero Coupon, due 01/01/2033 369 291 Freddie Mac 6.50%, due 02/15/2008 422 435 6.00%, due 02/15/2013 1,327 1,414 6.50%, due 02/15/2013 1,785 1,825 5.50%, due 09/15/2013 919 961 6.50%, due 10/15/2013 190 195 6.00%, due 12/15/2013 1,500 1,606 6.00%, due 12/15/2013 4,000 4,245 6.00%, due 08/15/2015 2,000 2,092 8.50%, due 11/15/2015 171 177 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 3 AEGON Bond - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ----------------------- --------------- Freddie Mac (continued) 6.00%, due 04/15/2016 $ 1,500 $ 1,567 3.50%, due 02/15/2017 1,000 1,042 6.00%, due 01/15/2019 750 784 8.50%, due 09/15/2020 628 651 5.50%, due 12/15/2022 1,000 1,035 7.50%, due 02/15/2023 2,059 2,195 7.00%, due 03/15/2024 1,000 1,078 7.50%, due 09/15/2028 521 529 7.00%, due 06/15/2029 1,000 1,081 6.00%, due 11/15/2029 547 566 6.50%, due 05/15/2030 263 265 6.00%, due 05/15/2030 500 519 7.50%, due 08/15/2030 985 1,025 6.50%, due 08/15/2031 523 560 7.00%, due 03/15/2032 5,000 5,281 6.50%, due 03/15/2032 729 763 6.38%, due 03/15/2032 1,000 1,045 7.00%, due 04/15/2032 1,000 1,058 7.00%, due 05/15/2032 1,675 1,784 6.50%, due 06/15/2032 600 634 6.50%, due 07/15/2032 822 857 6.00%, due 11/15/2032 500 509 6.00%, due 02/15/2033 500 491 7.00%, due 02/25/2043 555 598 6.50%, due 02/25/2043 1,639 1,743 7.00%, due 10/15/2030 1,247 1,333 Freddie Mac-Gold Pool 6.50%, due 05/01/2009 532 565 6.50%, due 04/01/2016 267 283 6.50%, due 12/01/2017 824 873 Freddie Mac-Series 2345 PV 6.50%, due 01/15/2024 950 992 Freddie Mac-Series 2357 VX 6.50%, due 12/15/2017 1,250 1,317 Freddie Mac-Series 2392 6.00%, due 12/15/2020 1,000 1,044 Freddie Mac-Series 2410 5.50%, due 02/15/2009 1,500 1,555 Freddie Mac-Series 2527 5.50%, due 10/15/2013 925 958 Freddie Mac-Series T-41 7.50%, due 07/25/2032 1,810 1,982 Freddie Mac-Series T-51 7.50%, due 08/25/2042 795 871 Freddie Mac (c) 6.84%, due 03/15/2032 1,314 121 10.00%, due 03/25/2032 178 195 6.39%, due 02/15/2033 2,167 280 5.84%, due 02/15/2033 3,378 370 5.94%, due 03/15/2033 3,362 384 Principal Value ----------------------- --------------- Freddie Mac (continued) 7.26%, due 10/15/2003 $ 249 $ 209 Ginnie Mae Zero Coupon, due 03/16/2033 251 223 Zero Coupon, due 06/16/2033 383 300 5.50%, due 12/20/2013 937 979 6.50%, due 10/16/2024 1,200 1,294 9.00%, due 05/16/2027 198 219 6.50%, due 04/20/2029 677 714 7.50%, due 11/20/2029 1,018 1,100 8.50%, due 02/16/2030 692 803 8.00%, due 06/20/2030 403 430 7.50%, due 09/20/2030 1,020 1,075 6.50%, due 03/20/2031 1,000 1,047 7.00%, due 10/20/2031 487 523 6.50%, due 12/20/2031 773 806 5.50%, due 01/20/2032 1,156 193 6.50%, due 06/20/2032 500 526 6.50%, due 06/20/2032 1,400 1,467 6.50%, due 07/16/2032 1,000 1,070 6.50%, due 07/20/2032 822 872 6.50%, due 08/20/2032 500 522 6.50%, due 06/20/2033 850 896 Ginnie Mae-FHA/VA Pool 7.50%, due 09/15/2009 850 913 8.00%, due 01/15/2016 494 535 7.00%, due 07/15/2017 658 708 6.50%, due 03/15/2023 687 729 Ginnie Mae-Series 1999-44 8.00%, due 12/20/2029 944 1,012 Ginnie Mae-Series 2000-36 7.33%, due 11/20/2030 411 436 Ginnie Mae-Series 2002-2 6.50%, due 01/20/2019 500 514 Ginnie Mae-Series 2002-29 6.50%, due 02/16/2013 625 651 Ginnie Mae-Series 2002-40 6.50%, due 07/20/2022 1,500 1,551 Ginnie Mae-Series 2002-67 6.00%, due 03/20/2013 4,556 4,760 Ginnie Mae-Series 2002-7 6.50%, due 01/20/2032 1,000 1,049 Ginnie Mae-Series 2002-71 6.00%, due 12/20/2014 932 968 Ginnie Mae (c) 7.37%, due 04/20/2030 196 197 27.52%, due 04/20/2031 330 413 6.80%, due 04/16/2032 2,050 228 --------- Total U.S. Government Agency Obligations (cost: $140,889) 139,889 --------- The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 4 AEGON Bond - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ----------------------- --------------- FOREIGN GOVERNMENT OBLIGATIONS (0.4%) United Mexican States 4.63%, due 10/08/2008 $ 330 $ 334 6.38%, due 01/16/2013 75 78 7.50%, due 04/08/2033 600 621 --------- Total Foreign Government Obligations (cost: $993) 1,033 --------- MORTGAGE-BACKED SECURITIES (13.1%) Aetna Commercial Mortgage Trust 1997-ALIC 6.71%, due 01/15/2006 1,955 2,025 American Housing Trust 9.13%, due 04/25/2021 526 543 CBM Funding Corporation 7.08%, due 11/01/2007 1,621 1,752 Citicorp Mortgage Securities, Inc. 7.50%, due 04/25/2025 218 218 Commercial Mortgage Asset Trust 1999-C1 6.59%, due 07/17/2008 2,000 2,224 Commercial Mortgage Pass-Through Certificate 6.30%, due 07/16/2034 4,000 4,247 Countrywide Alternative Loan Trust-Series 2001-12 6.50%, due 01/25/2032 1,414 1,418 Countrywide Alternative Loan Trust-Series 2001-6 7.00%, due 07/25/2031 1,054 1,063 Countrywide Alternative Loan Trust-Series 2002-26 6.75%, due 04/25/2032 1,000 1,023 GE Capital Commercial Mortgage Corporation 6.44%, due 08/11/2033 3,000 3,333 LB Commercial Conduit Mortgage Trust 1999-C1 6.41%, due 06/15/2031 1,492 1,585 MASTR Asset Securitization Trust 6.50%, due 07/25/2032 500 522 Mellon Residential Funding Corporation (c) 7.02%, due 03/25/2030 631 664 Morgan Stanley Capital I Inc. (c) 6.68%, due 11/15/2030 2,000 2,245 Norwest Intergrated Structured Assets, Inc. 2000-1 7.50%, due 03/25/2030 823 840 Prudential Home Mortgage Securities 6.75%, due 11/25/2008 910 909 6.50%, due 02/25/2024 1,006 1,004 Principal Value ----------------------- --------------- Prudential Securities Secured Financing Corporation 6.51%, due 07/15/2008 $ 3,000 $ 3,325 Residential Accredit Loans, Inc. 14.24%, due 10/25/2017 (c) 306 331 7.75%, due 12/25/2030 606 617 Residential Accredit Loans, Inc.-Series 2002-QS6 6.50%, due 05/25/2032 429 435 Residential Accredit Loans, Inc.-Series 2003-QS3 (c) 14.04%, due 02/25/2018 228 243 Residential Asset Mortgage Products, Inc. 6.29%, due 10/25/2031 459 469 Structured Asset Securities Corporation 6.85%, due 02/25/2031 390 391 Vendee Mortgage Trust 7.50%, due 02/15/2027 1,667 1,786 Vendee Mortgage Trust-Series 2003-1 5.75%, due 12/15/2020 700 728 Washington Mutual Mortgage Securities Corporation-Series 2001-4 6.63%, due 06/25/2031 703 704 Washington Mutual MSC Mortgage Pass-Through Certificate Zero Coupon, due 03/25/2033 328 268 --------- Total Mortgage-Backed Securities (cost: $33,731) 34,912 --------- ASSET-BACKED SECURITIES (4.4%) AmeriCredit Automobile Receivables Trust 2001-D 4.41%, due 11/12/2008 3,200 3,300 AmeriCredit Automobile Receivables Trust 2002-A 4.61%, due 01/12/2009 200 208 Associates Automobile Receivables Trust 2000-1 7.83%, due 08/15/2007 1,500 1,544 CIT RV Trust 1998-A 6.09%, due 02/15/2012 813 824 MBNA Credit Card Master Note Trust-Series 2003-C1 (c) 2.86%, due 06/15/2012 150 157 MBNA Master Credit Card Trust 1999-J 7.85%, due 02/15/2012 300 349 Nomura Asset Acceptance Corporation 7.00%, due 04/25/2033 191 193 6.00%, due 05/25/2033 500 514 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 5 AEGON Bond - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ----------------------- --------------- Onyx Acceptance Auto Trust 2002-C 4.07%, due 04/15/2009 $ 1,000 $ 1,031 SYSTEMS 2001 Asset Trust Pass- Through Certificate, Class G-144A 6.66%, due 09/15/2013 1,521 1,681 WFS Financial Owner Trust 2002-2 4.50%, due 02/20/2010 1,750 1,811 --------- Total Asset-Backed Securities (cost: $11,348) 11,612 --------- CORPORATE DEBT SECURITIES (15.7%) Air Transportation (0.2%) Continental Airlines, Inc. 6.90%, due 01/02/2017 380 319 Delta Air Lines, Inc. 6.42%, due 07/02/2012 250 268 Auto Repair, Services & Parking (0.0%) PHH Corporation 7.13%, due 03/01/2013 100 112 Automotive (1.8%) DaimlerChrysler North America Holding Corporation 7.38%, due 09/15/2006 2,000 2,197 Ford Motor Company 6.63%, due 02/15/2028 550 506 General Motors Corporation 6.85%, due 10/15/2008 2,000 2,140 Business Credit Institutions (0.7%) CIT Group, Inc. 6.63%, due 06/15/2005 150 160 Ford Motor Credit Company 7.38%, due 10/28/2009 1,000 1,098 National Rural Utilities Cooperative Finance Corporation 6.00%, due 05/15/2006 300 324 Principal Life Global Funding-144A 6.25%, due 02/15/2012 250 272 Business Services (0.1%) International Lease Finance Corporation 4.50%, due 05/01/2008 75 77 5.88%, due 05/01/2013 75 79 Chemicals & Allied Products (0.9%) Dow Chemical Company (The) 6.13%, due 02/01/2011 260 280 DSM NV-144A 6.75%, due 05/15/2009 2,000 2,234 Commercial Banks (3.1%) Bank of America Corporation 7.40%, due 01/15/2011 2,000 2,346 Citigroup Inc. 7.25%, due 10/01/2010 500 583 Principal Value ----------------------- --------------- Commercial Banks (continued) Corporacion Andina de Fomento 5.20%, due 05/21/2013 $ 100 $ 100 First Union National Bank 7.80%, due 08/18/2010 250 302 Morgan Chase & Co. (J.P.) 6.75%, due 02/01/2011 2,000 2,255 Popular North America, Inc. 4.25%, due 04/01/2008 150 153 Regions Financial Corporation 7.00%, due 03/01/2011 1,500 1,691 State Street Corporation 7.65%, due 06/15/2010 300 359 SunTrust Banks, Inc. 6.38%, due 04/01/2011 250 280 Communication (1.0%) Comcast Corporation 5.50%, due 03/15/2011 350 364 Cox Communications, Inc. 6.75%, due 03/15/2011 1,500 1,699 Liberty Media Corporation 5.70%, due 05/15/2013 25 25 Tele-Communications, Inc. 9.80%, due 02/01/2012 500 652 Computer & Office Equipment (0.1%) International Business Machines Corporation 6.22%, due 08/01/2027 250 265 Electric Services (0.7%) Appalachian Power Company 4.80%, due 06/15/2005 200 208 Constellation Energy Group, Inc. 7.00%, due 04/01/2012 250 283 Dominion Resources, Inc. 6.25%, due 06/30/2012 240 260 DTE Energy Company 6.65%, due 04/15/2009 200 223 Duke Energy Corporation 4.20%, due 10/01/2008 50 50 5.63%, due 11/30/2012 200 208 Exelon Generation Company, LLC 6.95%, due 06/15/2011 250 281 Ohio Valley Electric Corporation-144A 5.94%, due 02/12/2006 125 134 PSEG Power LLC 7.75%, due 04/15/2011 115 135 Food Stores (0.1%) Kroger Co. (The) 8.05%, due 02/01/2010 200 238 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 6 AEGON Bond - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ----------------------- --------------- Gas Production & Distribution (0.0%) Southern California Gas Company 4.80%, due 10/01/2012 $ 100 $ 101 General Obligation-State (0.2%) Illinois State, Pension Funding, General Obligation Bonds, 5.10%, due 06/01/2003 600 552 Holding & Other Investment Offices (0.1%) EOP Operating Limited Partnership 6.75%, due 02/15/2012 300 331 Insurance (0.1%) MGIC Investment Corporation 6.00%, due 03/15/2007 150 161 Life Insurance (0.4%) ASIF Global Financing XIX-144A 4.90%, due 01/17/2013 500 497 ASIF Global Financing XX-144A 2.65%, due 01/17/2006 200 202 John Hancock Global Funding, Ltd.-144A 7.90%, due 07/02/2010 300 357 Mortgage Bankers & Brokers (0.3%) Captiva Finance Ltd.-144A 6.86%, due 11/30/2009 909 909 Mortgage-Backed (0.1%) Countrywide Home Loans, Inc. 5.50%, due 02/01/2007 50 54 3.25%, due 05/21/2008 250 246 Motion Pictures (0.4%) Time Warner Inc. 8.18%, due 08/15/2007 400 463 9.15%, due 02/01/2023 500 647 Paper & Allied Products (0.0%) International Paper Company 6.50%, due 11/15/2007 50 55 4.25%, due 01/15/2009 65 65 Personal Credit Institutions (2.2%) American General Finance Corporation 4.50%, due 11/15/2007 170 177 5.38%, due 10/01/2012 100 103 General Electric Capital Corporation 4.25%, due 01/15/2008 700 724 4.63%, due 09/15/2009 500 520 6.13%, due 02/22/2011 500 550 5.88%, due 02/15/2012 200 215 6.00%, due 06/15/2012 750 813 General Motors Acceptance Corporation 7.25%, due 03/02/2011 1,500 1,646 Principal Value ----------------------- --------------- Personal Credit Institutions (continued) Household Finance Corporation 6.40%, due 06/17/2008 $ 100 $ 111 6.75%, due 05/15/2011 760 856 Toyota Motor Credit Corporation 2.88%, due 08/01/2008 100 98 Railroads (0.1%) Burlington Northern Santa Fe Corporation 7.13%, due 12/15/2010 200 232 Savings Institutions (0.1%) Washington Mutual Bank, FA 6.88%, due 06/15/2011 250 283 Security & Commodity Brokers (1.1%) Goldman Sachs Group, Inc. (The) 6.88%, due 01/15/2011 1,000 1,136 Lehman Brothers Holdings Inc. 7.88%, due 08/15/2010 1,000 1,198 Morgan Stanley & Co. Inc. 4.25%, due 05/15/2010 500 499 Telecommunications (1.9%) AT&T Wireless Services, Inc. 7.50%, due 05/01/2007 225 252 7.88%, due 03/01/2011 100 116 BellSouth Corporation 6.00%, due 10/15/2011 250 271 BT Group PLC (d) 8.88%, due 12/15/2030 1,000 1,308 France Telecom (d) 9.00%, due 03/01/2011 200 240 NYNEX Capital Funding Company 8.23%, due 10/15/2009 400 479 NYNEX Corporation 9.55%, due 05/01/2010 262 311 Sprint Capital Corporation 6.88%, due 11/15/2028 800 781 Verizon Communications Inc. 7.51%, due 04/01/2009 475 546 8.35%, due 12/15/2030 500 624 --------- Total Corporate Debt Securities (cost: $38,766) 41,889 --------- SECURITY LENDING COLLATERAL (4.4%) Debt (3.6%) Bank Notes (0.2%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 55 55 Fleet National Bank 1.00%, due 01/21/2004 208 208 National Bank of Commerce 1.19%, due 04/21/2004 173 173 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 7 AEGON Bond - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ----------------------- --------------- Commercial Paper (0.9%) Compass Securitization-144A 1.08%, due 01/22/2004 $ 104 $ 104 Delaware Funding Corporation 1.08%, due 01/07/2004 69 69 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 104 104 1.09%, due 01/13/2004 69 69 1.08%, due 02/05/2004 138 138 General Electric Capital Corporation 1.09%, due 01/08/2004 173 173 1.09%, due 01/09/2004 104 104 1.08%, due 01/16/2004 138 138 Govco Incorporated-144A 1.07%, due 02/05/2004 173 173 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 173 173 1.09%, due 02/06/2004 173 173 1.10%, due 02/09/2004 101 101 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 173 173 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 104 104 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 201 201 1.08%, due 02/17/2004 346 346 Sheffield Receivables-144A 1.09%, due 01/21/2004 69 69 Euro Dollar Overnight (0.2%) BNP Paribas SA 0.97%, due 01/07/2004 346 346 Credit Agricole Indosuez 0.98%, due 01/02/2004 14 14 1.08%, due 01/06/2004 132 132 Euro Dollar Terms (0.9%) Bank of Montreal 1.06%, due 01/15/2004 68 68 1.06%, due 02/17/2004 139 139 Bank of Scotland 1.06%, due 04/02/2004 104 104 Citigroup Inc. 1.10%, due 01/22/2004 104 104 1.09%, due 02/06/2004 139 139 Credit Agricole Indosuez 1.08%, due 01/28/2004 69 69 Den Danske Bank 1.08%, due 01/20/2004 346 346 1.02%, due 01/30/2004 173 173 Principal Value ----------------------- --------------- Euro Dollar Terms (continued) Royal Bank of Canada 1.05%, due 02/27/2004 $ 346 $ 346 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 208 208 1.08%, due 01/15/2004 69 69 1.08%, due 01/20/2004 35 35 Svenska Handelsbanken AB 1.09%, due 01/15/2004 35 35 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 208 208 Wells Fargo & Company 1.04%, due 01/30/2004 277 277 Master Notes (0.3%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 139 139 1.14%, due 09/08/2004 208 208 Morgan Stanley 1.05%, due 06/21/2004 333 333 Medium Term Notes (0.2%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 346 346 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 104 104 Repurchase Agreements (0.9%) (b) Credit Suisse First Boston (USA), Inc. 1.04% Repuchase Agreement dated 12/31/2003 to be repurchased at $811 on 01/02/2004 811 811 Merrill Lynch & Co., Inc. 1.04% Repuchase Agreement dated 12/31/2003 to be repurchased at $1,101 on 01/02/2004 1,101 1,101 Morgan Stanley 1.11% Repuchase Agreement dated 12/31/2003 to be repurchased at $658 on 01/02/2004 658 658 Shares Value --------------- ------------ Investment Companies (0.8%) Money Market Funds (0.8%) American AAdvantage Select Fund 1-day yield of 1.00% 169,935 $ 170 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 414,908 415 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 1,804,157 1,804 --------- Total Security Lending Collateral (cost: $11,749) 11,749 --------- Total Investment Securities (cost: $266,458) $272,467 ========= SUMMARY: Investments, at value 102.4 % $272,467 Liabilities in excess of other assets (2.4)% (6,484) --------- --------- Net assets 100.0 % $265,983 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 8 AEGON Bond - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts in thousands) NOTES TO SCHEDULE OF INVESTMENTS: (a) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $11,392. (b) Cash collateral for the Repurchase Agreements, valued at $2,622, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (c) Floating or variable rate note. Rate is listed as of December 31, 2003. (d) Securities are stepbonds. Coupon steps up or down by 25 BP for each rating downgrade or upgrade by Standard & Poor's or Moody's for each notch below A-/A3. DEFINITIONS: 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2003, these securities aggregated $6,286 or 2.36% of the net assets of the fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 9 AEGON Bond - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $266,458) (including $11,392 of securities loaned) $272,467 Cash 3,446 Receivables: Interest 1,954 Other 11 --------- 277,878 --------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 111 Distribution fees 1 Payable for collateral for securities on loan 11,749 Other 34 --------- 11,895 --------- Net Assets $265,983 ========= Net Assets Consist of: Capital stock, 75,000 shares authorized ($.01 par value) $ 211 Additional paid-in capital 242,988 Undistributed net investment income (loss) 15,903 Undistributed net realized gain (loss) from investment securities 872 Net unrealized appreciation (depreciation) on investment securities 6,009 --------- Net Assets $265,983 ========= Shares Outstanding: Initial Class 20,982 Service Class 100 Net Asset Value and Offering Price Per Share: Initial Class $ 12.61 Service Class 13.16 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 17,564 Income from loaned securities-net 19 -------- 17,583 -------- Expenses: Management and advisory fees 1,465 Transfer agent fees 2 Printing and shareholder reports 70 Custody fees 79 Administration fees 24 Legal fees 5 Auditing and accounting fees 12 Directors fees 14 Other 8 Service fees: Service Class 1 -------- Total expenses 1,680 -------- Net Investment Income (Loss) 15,903 -------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities 4,563 Increase (decrease) in unrealized appreciation (depreciation) on investment securities (6,785) -------- Net Gain (Loss) on Investment Securities (2,222) -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 13,681 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 10 AEGON Bond - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 15,903 $ 14,292 Net realized gain (loss) from investment securities 4,563 1,166 Net unrealized appreciation (depreciation) on investment securities (6,785) 10,363 --------- --------- 13,681 25,821 --------- --------- Distributions to Shareholders: From net investment income: Initial Class (14,289) (10,650) Service Class (2) - ---------- --------- (14,291) (10,650) ---------- --------- From net realized gains: Initial Class - - Service Class - - ---------- --------- - - ---------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 57,976 131,358 Service Class 1,453 - ---------- --------- 59,429 131,358 ---------- --------- Dividends and distributions reinvested: Initial Class 14,289 10,650 Service Class 2 - ---------- --------- 14,291 10,650 ---------- --------- Cost of shares redeemed: Initial Class (138,710) (81,385) Service Class (151) - ---------- --------- (138,861) (81,385) ---------- --------- (65,141) 60,623 ---------- --------- Net increase (decrease) in net assets (65,751) 75,794 ---------- --------- Net Assets: Beginning of year 331,734 255,940 ---------- --------- End of year $265,983 $ 331,734 ========== ========= Undistributed Net Investment Income (Loss) $ 15,903 $ 14,291 ========== ========= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 4,539 10,563 Service Class 112 - ---------- --------- 4,651 10,563 ---------- --------- Shares issued-reinvested from distributions: Initial Class 1,172 872 Service Class - - ---------- --------- 1,172 872 ---------- --------- Shares redeemed: Initial Class (10,887) (6,685) Service Class (12) - ---------- --------- (10,899) (6,685) ---------- --------- Net increase (decrease) in shares outstanding (5,076) 4,750 ========== ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 11 AEGON Bond - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 12.68 $ 0.62 $ (0.10) $ 0.52 12/31/2002 11.96 0.64 0.54 1.18 12/31/2001 11.14 0.63 0.27 0.90 12/31/2000 10.61 0.67 0.48 1.15 12/31/1999 11.59 0.64 (0.97) (0.33) - --------------- ---------- --------- -------- ---------- -------- Service Class 12/31/2003 12.97 0.40 (0.17) 0.23 - --------------- ---------- --------- -------- ---------- -------- For a share outstanding throughout each period (a) ---------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ------------ Initial Class $ (0.59) $ - $ (0.59) $ 12.61 (0.46) - (0.46) 12.68 (0.08) - (0.08) 11.96 (0.62) - (0.62) 11.14 (0.65) - (0.65) 10.61 - --------------- -------- --- --------- --------- Service Class (0.04) - (0.04) 13.16 - --------------- -------- --- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 4.28% $ 264,668 0.52% 0.52% 4.88% 27% 12/31/2002 9.97 331,734 0.53 0.53 5.21 49 12/31/2001 8.07 255,940 0.55 0.55 5.42 53 12/31/2000 10.89 142,027 0.53 0.53 6.06 45 12/31/1999 (2.94) 153,885 0.53 0.53 5.67 26 - --------------- ---------- ----- --------- ---- ---- ---- -- Service Class 12/31/2003 1.78 1,315 0.80 0.80 4.57 27 - --------------- ---------- ----- --------- ---- ---- ---- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-October 2, 1986 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 12 AEGON Bond - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. AEGON Bond ("the Fund"), part of ATSF, began operations on October 2, 1986. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $8 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as in the Schedule of Investments. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 13 AEGON Bond - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.45% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.70% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $9. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $16,536 U.S. Government 70,397 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 69,324 U.S. Government 72,843 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 14 AEGON Bond - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4-(continued) The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 10,650 Long-term capital gains - 2003 Distributions paid from: Ordinary income 14,291 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 15,903 -------- Undistributed Long-term Capital Gains $ 872 ======== Capital Loss Carryforward $ - ======== Post October Loss $ - ======== Net Unrealized Appreciation (Depreciation) $ 6,009 ======== The capital loss carryforward utilized during the period ended December 31, 2003 was $3,691. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 266,458 ========= Unrealized Appreciation $ 8,563 Unrealized (Depreciation) (2,554) --------- Net Unrealized Appreciation (Depreciation) $ 6,009 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 15 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of AEGON Bond In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of AEGON Bond (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 AEGON Bond 16 Alger Aggressive Growth - -------------------------------------------------------------------------------- MARKET ENVIRONMENT The 2003 New Year brought with it an end to the positive momentum experienced throughout the fourth quarter of 2002. With the U.S. trade deficit reaching record highs, and waning consumer sentiment, equity markets trended downward during the first month of the year. The negative momentum continued into February. Despite solid growth in the manufacturing sector, investors continued to sell, as fear about a potential war with Iraq began to trump economic fundamentals. With the outbreak of war in March, markets reversed course and recouped some of the losses experienced in January and February. Preferring war to the pre-combat uncertainty, investors pushed most indices higher during the final month of the quarter. Mid and large-cap growth stocks lead the upturn. Despite substantial market volatility throughout the period, the Federal Reserve Board ("Fed") decided against any further rate cuts during the first quarter of 2003. The second quarter of 2003 sustained the positive momentum experienced at the end of the first quarter, with most equity indices moving substantially higher during the three-month period. Reassured by the swift and decisive allied victory in Iraq and better-than expected first quarter profits, investors found good reason to get back into the market in April. Stocks of all market capitalizations and styles surged higher during the first month of the quarter. The positive trend continued into May. Despite terrorist attacks in Saudi Arabia and Morocco as well as large trade deficits, investors chose to focus on rising consumer confidence and upbeat earnings outlooks from technology giants like Computer Associates International, Inc., International Business Machines Corporation and Intuit Inc. Most equity indices moved higher during the one-month period, with small-cap growth stocks leading the way. Markets continued to stay out of the red in June. With a larger-than-expected jump in the index of leading economic indicators as well as a 25 basis point rate cut by the Fed on June 25th, investors pushed stocks slightly higher during the final month of the quarter. Equity prices continued to rise throughout the third quarter of 2003, with small cap growth stocks leading the advance. The general market optimism continued into August and buyers dominated the market during the second month of the quarter, as personal income and personal spending experienced significant growth. Furthermore, despite an electrical black-out of the Eastern Seaboard on August 14th, investor confidence continued to rise on the perpetual strength of the housing market and strong profit numbers from retailers such as The Home Depot, Inc., Lowe's Companies, Inc. and Wal-Mart Stores, Inc. Unfortunately, the positive momentum created during the first two months of the quarter failed to continue into September. Despite an improved outlook for the semi-conductor industry, bearish news in the labor markets and the Organization of Petroleum Exporting Countries' (OPEC) surprise decision to cut oil output dragged stocks down during the final month of the quarter. While the Fed decided against any rate cuts during the three-month period, it indicated a commitment to maintaining low interest rates for the foreseeable future. The fourth quarter of 2003 brought with it the continued advance of most equity indices. Fueled in part by rising consumer confidence, a bullish outlook from the Fed and the fastest Gross Domestic Product (GDP) growth in almost twenty years, markets trended higher during the first month of the fourth quarter. The momentum continued into November. Despite a falling dollar, stocks continued to rise on larger-than-expected growth in the manufacturing sector, bullish forecasts in the technology sector and solid housing data. The upward trend did not falter in December, as positive economic and geopolitical news captured most of the headlines. Strong consumer spending and the largest productivity gains in twenty years helped to propel most equity indices significantly higher during the final month of the year. The capture of Saddam Hussein in December further enthused investors. While stocks of all sizes performed well throughout the quarter, small and mid cap stocks performed especially well. As equity markets headed into the New Year, low interest rates, minimal inflation and solid economic fundamentals appeared to eclipse fear and uncertainty. PERFORMANCE For the year ended December 31, 2003, Alger Aggressive Growth returned 34.98%. By comparison its benchmark, the Standard and Poor's 500 Composite Stock Index ("S&P 500") returned 28.67%. STRATEGY REVIEW The portfolio benefited from strong security selection in the health care and information technology sectors and an underweighting in the relatively weak consumer staples sector in beating the S&P 500. As of December 31, 2003, the portfolio held 63 stocks with semiconductors and semiconductor equipment, communications equipment and biotechnology representing the top three industries. EBay Inc., Yahoo! Inc., Genentech, Inc., Pfizer Inc. and PeopleSoft, Inc. represent the portfolio's top holdings. Although there were shifts within the portfolio, strategy remained uniform, emphasizing individual security selection through thorough, internal research conducted by talented analysts. Looking ahead, we will continue to seek out and invest in companies that we believe will grow their earnings rapidly and consistently. /s/ Frederick M. Alger Frederick M. Alger /s/ David Hyun David Hyun Co-Portfolio Managers Fred Alger Management, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Alger Aggressive Growth 1 Alger Aggressive Growth - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 3/1/94 through 12/31/03 Initial Class S&P 500 3/1/94 $10,000 $10,000 3/31/94 9,305 9,565 6/30/94 9,032 9,605 9/30/94 9,802 10,073 12/31/94 9,874 10,072 3/31/95 10,842 11,051 6/30/95 13,040 12,105 9/30/95 15,016 13,066 12/31/95 13,628 13,852 3/31/96 14,060 14,596 6/30/96 14,410 15,250 9/30/96 14,588 15,721 12/31/96 15,052 17,031 3/31/97 14,747 17,488 6/30/97 17,284 20,539 9/30/97 19,392 22,077 12/31/97 18,702 22,710 3/31/98 21,667 25,876 6/30/98 23,822 26,730 9/30/98 21,506 24,076 12/31/98 27,807 29,200 3/31/99 31,527 30,654 6/30/99 32,708 32,815 9/30/99 32,488 30,768 12/31/99 46,999 35,344 3/31/00 52,764 36,153 6/30/00 43,550 35,195 9/30/00 41,652 34,854 12/31/00 32,274 32,129 3/31/01 26,170 28,322 6/30/01 28,611 29,979 9/30/01 23,648 25,580 12/31/01 26,965 28,313 3/31/02 25,661 28,391 6/30/02 21,453 24,590 9/30/02 18,169 20,344 12/31/02 17,692 22,058 3/31/03 18,254 21,362 6/30/03 21,291 24,651 9/30/03 21,685 25,303 12/31/03 23,881 28,382 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years Inception Date ----------- ------------- ----------- ---------- Initial Class 34.98% (3.00)% 9.26% 3/1/94 S&P 500(1) 28.67% (0.57)% 11.19% 3/1/94 - --------------- ----- ----- ----- ------ Service Class - - 21.22% 5/1/03 - --------------- ----- ----- ----- ------ NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Alger Aggressive Growth 2 Alger Aggressive Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- COMMON STOCKS (100.2%) Amusement & Recreation Services (2.0%) Disney (Walt) Company (The) 445,900 $ 10,403 Apparel & Accessory Stores (3.1%) Gap, Inc. (The) (b) 417,300 9,686 Pacific Sunwear of California, Inc. (a) 309,600 6,539 Business Services (5.2%) eBay Inc. (a) 357,300 23,078 Monster Worldwide, Inc. (a)(b) 171,500 3,766 Chemicals & Allied Products (0.0%) Procter & Gamble Company (The) 1,900 190 Commercial Banks (5.6%) Bank of New York Company, Inc. (The) 250,900 8,310 Citigroup Inc. 280,300 13,606 U.S. Bancorp 242,000 7,207 Communication (0.5%) SpectraSite, Inc. (a) 73,000 2,537 Communications Equipment (7.1%) Advanced Fibre Communications, Inc. (a) 560,300 11,289 Ciena Corporation (a) 1,239,600 8,231 Comverse Technology, Inc. (a) 446,900 7,861 Corning Incorporated (a)(b) 945,700 9,864 Computer & Data Processing Services (14.6%) Activision, Inc. (a) 346,100 6,299 Cognizant Technology Solutions Corporation (a) 114,100 5,208 Novell, Inc. (a) 552,000 5,807 Oracle Corporation (a) 435,900 5,754 PeopleSoft, Inc. (a) 749,500 17,089 United Online, Inc. (a)(b) 373,950 6,279 VERITAS Software Corporation (a) 212,200 7,885 Yahoo! Inc. (a) 493,200 22,278 Computer & Office Equipment (3.9%) Brocade Communications Systems, Inc. (a) 1,397,500 8,078 Cisco Systems, Inc. (a) 500,800 12,164 Drug Stores & Proprietary Stores (1.3%) Medco Health Solutions, Inc. (a) 198,200 6,737 Educational Services (0.8%) Apollo Group, Inc.-Class A (a) 62,850 4,274 Electronic Components & Accessories (11.2%) Broadcom Corporation-Class A (a)(b) 478,600 16,315 Intel Corporation 263,900 8,498 Intersil Corporation-Class A 339,500 8,437 Micron Technology, Inc. (a)(b) 558,000 7,516 National Semiconductor Corporation (a) 215,200 8,481 Texas Instruments Incorporated 312,900 9,193 Shares Value -------------------- --------------- Furniture & Home Furnishings Stores (1.6%) Bed Bath & Beyond Inc. (a) 195,600 $ 8,479 Health Services (3.1%) Health Management Associates, Inc.-Class A (b) 240,400 5,770 Quest Diagnostics Incorporated (a) 143,800 10,512 Industrial Machinery & Equipment (6.5%) Applied Materials, Inc. (a) 482,000 10,820 Caterpillar, Inc. 116,500 9,672 Kulicke and Soffa Industries, Inc. (a)(b) 538,000 7,736 Novellus Systems, Inc. (a) 128,100 5,387 Insurance (1.0%) MGIC Investment Corporation 90,700 5,164 Leather & Leather Products (1.1%) Coach, Inc. (a) 149,000 5,625 Lumber & Other Building Materials (2.8%) Home Depot, Inc. (The) 418,200 14,842 Manufacturing Industries (1.1%) International Game Technology 158,100 5,644 Medical Instruments & Supplies (6.0%) Boston Scientific Corporation (a) 458,000 16,836 Guidant Corporation 91,400 5,502 Varian Medical Systems, Inc. (a) 42,600 2,944 Zimmer Holdings, Inc. (a) 82,100 5,780 Motion Pictures (2.3%) Time Warner Inc. (a) 668,600 12,027 Oil & Gas Extraction (1.2%) Halliburton Company 230,900 6,003 Personal Credit Institutions (1.7%) Capital One Financial Corporation (b) 143,900 8,820 Pharmaceuticals (13.7%) Allergan, Inc. 35,900 2,757 Amgen Inc. (a) 127,280 7,866 Genentech, Inc. (a) 205,200 19,201 Invitrogen Corporation (a)(b) 43,000 3,010 Millennium Pharmaceuticals, Inc. (a) 451,400 8,428 Pfizer Inc. 488,700 17,266 QLT Inc. (a)(b) 254,000 4,788 Teva Pharmaceutical Industries Ltd.-ADR 139,400 7,905 Retail Trade (0.0%) Staples, Inc. (a) 4,500 123 Security & Commodity Brokers (1.3%) Morgan Stanley 113,000 6,539 Telecommunications (1.2%) Nextel Communications, Inc.-Class A (a) 214,000 6,005 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Alger Aggressive Growth 3 Alger Aggressive Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Variety Stores (0.0%) Costco Wholesale Corporation (a) 2,200 $ 82 Water Transportation (0.3%) Royal Caribbean Cruises Ltd. 38,500 1,339 -------- Total Common Stocks (cost: $444,481) 521,731 -------- Principal Value --------------------- --------------- SECURITY LENDING COLLATERAL (11.1%) Debt (8.8%) Bank Notes (0.4%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 274 $ 274 Fleet National Bank 1.00%, due 01/21/2004 1,027 1,027 National Bank of Commerce 1.19%, due 04/21/2004 856 856 Commercial Paper (2.3%) Compass Securitization-144A 1.08%, due 01/22/2004 514 514 Delaware Funding Corporation 1.08%, due 01/07/2004 341 341 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 514 514 1.09%, due 01/13/2004 342 342 1.08%, due 02/05/2004 684 684 General Electric Capital Corporation 1.09%, due 01/08/2004 854 854 1.09%, due 01/09/2004 514 514 1.08%, due 01/16/2004 682 682 Govco Incorporated-144A 1.07%, due 02/05/2004 855 855 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 855 855 1.09%, due 02/06/2004 855 855 1.10%, due 02/09/2004 499 499 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 855 855 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 514 514 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 992 992 1.08%, due 02/17/2004 1,709 1,709 Sheffield Receivables-144A 1.09%, due 01/21/2004 342 342 Euro Dollar Overnight (0.5%) BNP Paribas SA 0.97%, due 01/07/2004 1,712 1,712 Credit Agricole Indosuez 0.98%, due 01/02/2004 68 68 1.08%, due 01/06/2004 651 651 Principal Value --------------------- --------------- Euro Dollar Terms (2.2%) Bank of Montreal 1.06%, due 01/15/2004 $ 334 $ 334 1.06%, due 02/17/2004 685 685 Bank of Scotland 1.06%, due 04/02/2004 514 514 Citigroup Inc. 1.10%, due 01/22/2004 514 514 1.09%, due 02/06/2004 685 685 Credit Agricole Indosuez 1.08%, due 01/28/2004 342 342 Den Danske Bank 1.08%, due 01/20/2004 1,712 1,712 1.02%, due 01/30/2004 856 856 Royal Bank of Canada 1.05%, due 02/27/2004 1,712 1,712 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/04 1,027 1,027 1.08%, due 01/15/2004 342 342 1.08%, due 01/20/2004 171 171 Svenska Handelsbanken AB 1.09%, due 01/15/2004 171 171 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 1,027 1,027 Wells Fargo & Company 1.04%, due 01/30/2004 1,370 1,370 Master Notes (0.6%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 685 685 1.14%, due 09/08/2004 1,027 1,027 Morgan Stanley 1.05%, due 06/21/2004 1,644 1,644 Medium Term Notes (0.4%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 1,712 1,712 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 514 514 Repurchase Agreements (2.4%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $4,006 on 01/02/2004 4,006 4,006 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $5,444 on 01/02/2004 5,444 5,444 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $3,253 on 01/02/2004 3,253 3,253 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Alger Aggressive Growth 4 Alger Aggressive Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ------------ ------------ Investment Companies (2.3%) Money Market Funds (2.3%) American AAdvantage Select Fund 1-day yield of 1.00% 839,834 $ 840 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 2,050,516 2,051 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 8,916,323 8,916 --------- Total Securities Lending (cost: $58,063) 58,063 --------- Total Investment Securities (cost: $502,544) $ 579,794 ========= SUMMARY: Investments, at value 111.3 % $ 579,794 Liabilities in excess of other assets (11.3)% (58,796) ----- --------- Net assets 100.0 % $ 520,998 ===== ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $55,661. (c) Cash collateral for the Repurchase Agreements, valued at $12,958, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: ADR American Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Alger Aggressive Growth 5 Alger Aggressive Growth - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $502,544) (including $55,661 of securities loaned) $579,794 Receivables: Investment securites sold 1,272 Interest 2 Dividends 172 Other 48 -------- 581,288 -------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 371 Due to custodian 1,764 Payable for collateral for securities on loan 58,063 Other 92 -------- 60,290 -------- Net Assets $520,998 ======== Net Assets Consist of: Capital stock, 125,000 shares authorized ($.01 par value) $ 360 Additional paid-in capital 791,004 Undistributed net investment income (loss) - Accumulated net realized gain (loss) from investment securities (347,616) Net unrealized appreciation (depreciation) on investment securities 77,250 -------- Net Assets $520,998 ======== Shares Outstanding: Initial Class 35,962 Service Class 37 Net Asset Value and Offering Price Per Share: Initial Class $ 14.47 Service Class 14.45 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 57 Dividends 2,636 Income from loaned securities-net 48 Less withholding taxes on foreign dividends (12) --------- 2,729 --------- Expenses: Management and advisory fees 3,726 Transfer agent fees 2 Printing and shareholder reports 189 Custody fees 50 Administration fees 21 Legal fees 6 Auditing and accounting fees 13 Directors fees 17 Other 10 --------- Total expenses 4,034 --------- Net Investment Income (Loss) (1,305) --------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities 45,082 Increase (decrease) in unrealized appreciation (depreciation) on investment securities 94,071 --------- Net Gain (Loss) on Investment Securities 139,153 --------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 137,848 ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Alger Aggressive Growth 6 Alger Aggressive Growth - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ---------------- ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (1,305) $ (2,596) Net realized gain (loss) from investment securities 45,082 (175,452) Net unrealized appreciation (depreciation) on investment securities 94,071 (48,327) --------- --------- 137,848 (226,375) --------- --------- Distributions to Shareholders: From net investment income: Initial Class - - Service Class - - --------- --------- - - --------- --------- From net realized gains: Initial Class - - Service Class - - --------- --------- - - --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 58,804 90,105 Service Class 650 - --------- --------- 59,454 90,105 --------- --------- Proceeds from fund acquisition: Initial Class 6,330 - Service Class - - --------- --------- 6,330 - --------- --------- Dividends and distributions reinvested: Initial Class - - Service Class - - --------- --------- - - --------- --------- Cost of shares redeemed: Initial Class (85,783) (142,784) Service Class (152) - --------- --------- (85,935) (142,784) --------- --------- (20,151) (52,679) --------- --------- Net increase (decrease) in net assets 117,697 (279,054) --------- --------- Net Assets: Beginning of year 403,301 682,355 --------- --------- End of year $ 520,998 $ 403,301 ========= ========= Undistributed Net Investment Income (Loss) $ - $ - ========= ========= December 31, December 31, 2003 2002 ---------------- ---------------- Share Activity: Shares issued: Initial Class 4,846 7,052 Service Class 48 - --------- --------- 4,894 7,052 --------- --------- Shares issued-on fund acquisition: Initial Class 531 - Service Class - - --------- --------- 531 - --------- --------- Shares issued-reinvested from distributions: Initial Class - - Service Class - - --------- --------- - - --------- --------- Shares redeemed: Initial Class (7,051) (11,179) Service Class (11) - --------- --------- (7,062) (11,179) --------- --------- Net increase (decrease) in shares outstanding (1,637) (4,127) ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Alger Aggressive Growth 7 Alger Aggressive Growth - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 10.72 $ (0.04) $ 3.79 $ 3.75 12/31/2002 16.34 (0.07) (5.55) (5.62) 12/31/2001 19.56 (0.03) (3.19) (3.22) 12/31/2000 33.28 (0.09) (10.03) (10.12) 12/31/1999 22.44 (0.15) 14.95 14.80 - --------------- ---------- --------- --------- ---------- ---------- Service Class 12/31/2003 11.92 (0.05) 2.58 2.53 - --------------- ---------- --------- --------- ---------- ---------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ - $ - $ - $ 14.47 - - - 10.72 - - - 16.34 (0.42) (3.18) (3.60) 19.56 (1.54) (2.42) (3.96) 33.28 - --------------- --------- --------- --------- --------- Service Class - - - 14.45 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 34.98% $ 520,459 0.87% 0.87% (0.28)% 164% 12/31/2002 (34.39) 403,301 0.90 0.90 (0.49) 197 12/31/2001 (16.45) 682,355 0.97 0.97 (0.15) 104 12/31/2000 (31.33) 907,696 0.86 0.86 (0.31) 123 12/31/1999 69.02 1,117,511 0.89 0.89 (0.56) 102 - --------------- ---------- ------ ----------- ---- ---- ----- --- Service Class 12/31/2003 21.22 539 1.13 1.13 (0.55) 164 - --------------- ---------- ------ ----------- ---- ---- ----- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-March 1, 1994 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Alger Aggressive Growth 8 Alger Aggressive Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Alger Aggressive Growth ("the Fund"), part of ATSF, began operations on March 1, 1994. The fund will merge into Transamerica Equity effective the close of business on April 30, 2004, subject to approval by Policyowners. On May 1, 2003, the Fund acquired all the net assets of Value Line Aggressive Growth pursuant to a plan of reorganization approved by shareholders of Value Line Aggressive Growth on April 16, 2003. The acquisition was accomplished by a tax-free exchange of 531 shares of the Fund for the 990 shares of Value Line Aggressive Growth outstanding on April 30, 2003. Value Line Aggressive Growth's net assets at that date ($6,330), including ($303) of unrealized depreciation were combined with those of the Fund, resulting in combined net assets of $443,273. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Overdraft: At December 31, 2003 the Fund was in a cash overdraft. The amount of the cash overdraft is included as Due to Custodian in the accompanying Statement of Assets and Liabilities. The Fund pays monthly overdraft charges based on the average daily overdraft balance during the month. The average balance is multiplied by a rate equal to 0.50% plus the federal funds rate. As of December 31, 2003, this rate was 1.50%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $20 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Alger Aggressive Growth 9 Alger Aggressive Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $1,390 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.80% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Brokerage commissions: Brokerage commissions incurred on security transactions placed with an affiliate of the sub-adviser for the year ended December 31, 2003, were $253. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Alger Aggressive Growth 10 Alger Aggressive Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $18. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 731,645 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 736,358 U.S. Government 130 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ 916 Undistributed net investment income (loss) 1,305 Undistributed net realized capital gains (loss) (2,221) The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ - =========== Undistributed Long-term Capital Gains $ - =========== Capital Loss Carryforward $ (346,750) =========== Post October Capital Loss $ (854) =========== Net Unrealized Appreciation (Depreciation) $ 77,239 =========== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 1,037 December 31, 2008 194,199 December 31, 2009 151,514 December 31, 2010 As part of the Fund's acquisition of Value Line Aggressive Growth, the Fund obtained a net capital loss carryforward of approximately $2,948 from Value Line Aggressive Growth. Utilization of this carryover is subject to limitations imposed by the Internal Revenue Code and Treasury Regulations, significantly reducing the carryover available. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $502,555 ======== Unrealized Appreciation $ 84,436 Unrealized (Depreciation) (7,197) ======== Net Unrealized Appreciation (Depreciation) $ 77,239 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Alger Aggressive Growth 11 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Alger Aggressive Growth In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Alger Aggressive Growth (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Alger Aggressive Growth 12 American Century Income & Growth - -------------------------------------------------------------------------------- MARKET ENVIRONMENT After a slow start, U.S. economic conditions improved significantly during 2003. Growth picked up dramatically in the third quarter of 2003 due largely to low interest rates and tax cuts. The U.S. stock market staged an impressive rally in 2003 after stumbling in the first quarter. Small- and medium-sized stocks advanced more than large companies. Financials, technology, and consumer-cyclicals accounted for the majority of the Standard and Poor's 500 Composite Stock Index's ("S&P 500") positive return, but every economic sector in the index also posted gains for the year. In 2003, stocks snapped a long losing streak -- it was the first calendar year since 1999 with positive returns for the major U.S. indices. PERFORMANCE For the year ended December 31, 2003, American Century Income & Growth returned 28.79%. By comparison its benchmark, the S&P 500 returned 28.67%. STRATEGY REVIEW Our risk evaluation and sector weightings are positioned relative to the S&P 500, so the same sectors that drove the index higher, financials, tech, and consumer cyclicals, also helped the portfolio post a solid absolute return. In terms of relative performance, stock selection worked best in the consumer cyclical and energy sectors. The portfolio's value orientation helped during the year, but there were a couple of disappointments, namely, our consumer services and technology stocks gained less than the S&P 500's holdings in those sectors. In addition, we held a slight overweight in telecommunications because the sector offers relatively high dividend yields and low valuations. But telecommunications lagged, detracting from performance. Taking a closer look, stock selection added the most value in the consumer cyclicals sector. That is because consumer cyclicals produced two of the portfolio's top stock picks, Ford Motor Company and Federated Department Stores, Inc. Both were relatively cheap stocks that investors bid up upon seeing improvement in their business fundamentals. The portfolio also held overweights in several homebuilders, Centex Corporation, KB Home, NVR, Inc. and The Ryland Group, Inc. Those companies performed relatively well, as demand for housing remained solid. In addition, the portfolio held less Wal-Mart Stores, Inc. than the S&P 500. That helped because the retailer's premium-priced stock lagged its industry. On the downside, we held an overweight in J.C. Penney Company, Inc., whose shares struggled during the year. The portfolio's solid performance in consumer cyclicals was offset by stock selection in the consumer services sector. In that sector, portfolio pick Eastman Kodak Company missed earnings and cut its dividend, sending its shares lower. Energy stocks also posted solid returns, as oil prices remained stubbornly high. Two of the portfolio's picks in the refining industry, Marathon Oil Corporation and Sunoco, Inc., outperformed their peers, giving the portfolio an advantage over the S&P 500. Overweights in ChevronTexaco Corporation and Occidental Petroleum Corporation also helped. Technology shares rallied more than any other sector, as business spending returned after a long hiatus. The portfolio's technology stocks posted solid absolute returns, but slightly lagged the S&P 500. That is because we entirely avoided or underweighted some of the biggest gainers in technology, such as eBay, Yahoo! Inc., Cisco Systems, Inc., EMC Corporation, Motorola, Inc., Corning Incorporated and Lucent Technologies Inc. Those stocks appeared much too expensive to our investment process, even after plummeting for the last three years. But investors flocked back to these names in 2003, pushing them to large gains. Add it all up, and the portfolio slightly outperformed its benchmark in 2003. Going forward, we will continue to apply our investment process to select attractively valued stocks. /s/ John Schniedwind John Schniedwind /s/ Kurt Borgwardt Kurt Borgwardt Co-Portfolio Managers American Century Investment Management, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century Income & Growth 1 American Century Income & Growth - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/1/01 through 12/31/03 Initial Class S & P 500 5/1/01 $10,000 $10,000 6/30/01 9,870 9,822 9/30/01 8,620 8,381 12/31/01 9,480 9,277 3/31/02 9,570 9,302 6/30/02 8,490 8,057 9/30/02 7,063 6,665 12/31/02 7,643 7,227 3/31/03 7,343 6,999 6/30/03 8,533 8,076 9/30/03 8,709 8,290 12/31/03 9,843 9,299 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ------------- ---------- Initial Class 28.79% (0.60)% 5/1/01 S&P 500(1) 28.67% (2.69)% 5/1/01 - --------------- ----- ----- ------ Service Class - 24.40% 5/1/03 - --------------- ----- ----- ------ NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century Income & Growth 2 American Century Income & Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- CONVERTIBLE PREFERRED STOCKS (0.4%) Automotive (0.2%) Ford Motor Company Capital Trust II 2 $ 100 Computer & Office Equipment (0.2%) Xerox Corporation 800 104 -------- Total Convertible Preferred Stocks (cost: $165) 204 -------- PREFERRED STOCKS (0.1%) Automotive (0.1%) General Motors Corporation 2,236 60 -------- Total Preferred Stocks (cost: $50) 60 -------- COMMON STOCKS (99.3%) Aerospace (0.2%) United Technologies Corporation 1,022 97 Air Transportation (0.4%) Delta Air Lines, Inc. (b) 1,291 15 FedEx Corporation 1,672 113 Southwest Airlines Co. 5,276 85 Amusement & Recreation Services (1.2%) Disney (Walt) Company (The) 25,211 588 Harrah's Entertainment, Inc. 2,162 108 Apparel & Accessory Stores (0.3%) Claire's Stores, Inc. 2,938 55 Gap, Inc. (The) (b) 5,721 133 Automotive (2.5%) American Axle & Manufacturing Holdings, Inc. (a) 751 30 Ford Motor Company (b) 89,355 1,430 Honeywell International Inc. 477 16 Automotive Dealers & Service Stations (0.0%) Advance Auto Parts, Inc. (a) 170 14 Beverages (0.4%) Coors (Adolph) Company (b) 3,374 189 PepsiCo, Inc. 535 25 Business Services (1.0%) CheckFree Holdings Corporation (a)(b) 1,689 47 Rent-A-Center, Inc. (a) 9,102 272 Viad Corp 11,163 279 Chemicals & Allied Products (4.8%) Monsanto Company 34,276 986 Procter & Gamble Company (The) 13,987 1,397 RPM, Inc. 4,520 74 Sherwin-Williams Company (The) 12,569 437 Commercial Banks (12.8%) Bank of America Corporation 30,480 2,452 Bank One Corporation 293 13 Citigroup Inc. 41,345 2,007 Shares Value -------------------- --------------- Commercial Banks (continued) First Tennessee National Corporation 1,951 $ 86 FleetBoston Financial Corporation 5,845 255 MBNA Corporation 2,616 65 Morgan Chase & Co. (J.P.) 39,868 1,464 PNC Financial Services Group, Inc. (The) 3,834 210 UnionBanCal Corporation 5,389 310 Wachovia Corporation 8,212 383 Wells Fargo & Company 7,059 416 Communication (1.0%) PanAmSat Corporation (a) 8,160 176 Viacom, Inc.-Class B 9,502 422 Communications Equipment (0.3%) Motorola, Inc. 1,898 27 QUALCOMM Incorporated 1,464 79 Scientific-Atlanta, Inc. 1,833 50 Computer & Data Processing Services (4.8%) Computer Associates International, Inc. 459 13 Computer Sciences Corporation (a) 5,920 262 Convergys Corporation (a) 12,426 217 EarthLink, Inc. (a) 10,800 108 Electronic Arts Inc. (a) 500 24 Electronic Data Systems Corporation (b) 5,044 124 Microsoft Corporation 57,071 1,572 Oracle Corporation (a) 14,869 196 Take-Two Interactive Software, Inc. (a)(b) 2,010 58 United Online, Inc. (a)(b) 4,957 83 VeriSign, Inc. (a) 13,549 221 Computer & Office Equipment (4.3%) Cisco Systems, Inc. (a) 23,795 578 Dell Computer Corporation (a) 4,697 160 Hewlett-Packard Company 34,160 785 International Business Machines Corporation 8,899 825 Storage Technology Corporation (a) 2,339 60 Western Digital Corporation (a) 14,159 167 Xerox Corporation (a)(b) 2,344 32 Construction (0.7%) KB Home (b) 3,528 256 NVR, Inc. (a) 298 139 Department Stores (4.2%) Federated Department Stores, Inc. 33,409 1,575 May Department Stores Company (The) (b) 23,671 688 Sears, Roebuck and Co. (b) 6,130 279 Electric Services (2.7%) Duquesne Light Holdings, Inc. 1,569 29 Edison International (a) 40,470 888 Great Plains Energy Incorporated 10,793 343 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century Income & Growth 3 American Century Income & Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Electric Services (continued) OGE Energy Corp. 1,691 $ 41 TXU Corp. 14,364 341 Electric, Gas & Sanitary Services (1.7%) Exelon Corporation 10,404 690 PG&E Corporation (a)(b) 2,418 67 Sempra Energy 4,438 133 UGI Corporation 3,740 127 Electrical Goods (1.0%) Arrow Electronics, Inc. (a) 9,286 215 Avnet, Inc. (a)(b) 18,993 411 Electronic & Other Electric Equipment (2.1%) Eaton Corporation 656 71 General Electric Company 30,637 949 Whirlpool Corp. 3,475 252 Electronic Components & Accessories (5.2%) Benchmark Electronics, Inc. (a)(b) 4,305 150 Intel Corporation 72,348 2,330 Sanmina Corporation (a)(b) 19,428 245 Texas Instruments Incorporated 3,660 108 Tyco International Ltd. 10,032 266 Fabricated Metal Products (0.8%) Fortune Brands, Inc. 6,367 455 Food & Kindred Products (3.1%) Altria Group, Inc. 19,305 1,051 Archer Daniels Midland Co. 13,656 208 ConAgra Foods, Inc. 10,855 286 Sara Lee Corporation 2,388 52 Tyson Foods, Inc.-Class A (b) 20,474 271 Gas Production & Distribution (0.4%) ONEOK, Inc. (b) 10,817 239 Health Services (0.2%) LabOne, Inc. 6,806 138 Holding & Other Investment Offices (0.9%) CBL & Associates Properties, Inc. 2,334 132 Equity Office Properties Trust 9,355 268 General Growth Properties, Inc. 2,472 69 Simon Property Group, Inc. 1,100 51 Industrial Machinery & Equipment (0.1%) Black & Decker Corporation (The) 753 37 Briggs & Stratton Corporation 622 42 Instruments & Related Products (1.3%) Eastman Kodak Company (b) 30,388 780 Insurance (5.7%) ACE Limited 13,369 554 Allstate Corporation (The) 7,984 343 Shares Value -------------------- --------------- Insurance (continued) Fidelity National Financial, Inc. 21,582 $ 837 First American Corporation (The) 18,973 565 Health Net Inc. (a) 10,743 351 Humana Inc. (a) 8,721 199 Principal Financial Group, Inc. 5,016 166 W.R. Berkley Corporation 12,485 436 Life Insurance (1.0%) AmerUs Group Co. 9,290 325 Protective Life Corporation 7,734 262 Lumber & Other Building Materials (0.1%) Home Depot, Inc. (The) 986 35 Lumber & Wood Products (0.5%) Georgia-Pacific Corporation 418 13 Louisiana-Pacific Corporation (a) 3,881 69 Rayonier, Inc. 4,404 183 Weyerhaeuser Company 1,009 65 Motion Pictures (2.7%) Blockbuster Inc.-Class A 8,715 156 Fox Entertainment Group, Inc.-Class A (a) 1,661 48 Netflix, Inc. (a)(b) 1,304 71 Regal Entertainment Group-Class A (b) 15,156 311 Time Warner Inc. (a) 58,865 1,058 Oil & Gas Extraction (1.3%) ConocoPhillips 5,572 365 Occidental Petroleum Corporation 7,340 310 Schlumberger Limited 2,006 110 Paper & Allied Products (0.3%) Bemis Company, Inc. 3,457 173 Paper & Paper Products (0.3%) United Stationers Inc. (a) 5,075 208 Personal Services (0.5%) Block (H&R), Inc. 3,114 172 Cendant Corporation (a) 7,067 157 Petroleum Refining (7.1%) Amerada Hess Corporation 445 24 ChevronTexaco Corporation 17,502 1,512 Exxon Mobil Corporation 9,312 382 Marathon Oil Corporation 40,647 1,345 Sunoco, Inc. 19,569 1,001 Pharmaceuticals (9.7%) Abbott Laboratories 3,599 168 Amgen Inc. (a) 9,987 617 Bristol-Myers Squibb Co. 31,273 894 Endo Pharmaceutical Holdings Inc. (a) 2,634 51 Invitrogen Corporation (a) 195 14 Johnson & Johnson 16,504 853 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century Income & Growth 4 American Century Income & Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Pharmaceuticals (continued) King Pharmaceuticals, Inc. (a) 12,925 $ 197 Kos Pharmaceuticals, Inc. (a)(b) 747 32 McKesson HBOC, Inc. 9,721 313 Merck & Co., Inc. 26,240 1,211 Pfizer Inc. 36,617 1,293 Pharmaceutical Resources, Inc. (a) 409 27 Valeant Pharmaceuticals International 2,318 58 Wyeth 2,676 114 Primary Metal Industries (0.0%) Engelhard Corporation 806 24 Radio, Television & Computer Stores (0.1%) RadioShack Corporation 1,253 38 Railroads (0.4%) Burlington Northern Santa Fe Corporation 1,995 65 CSX Corporation 1,336 48 Norfolk Southern Corporation 1,995 47 Union Pacific Corporation 1,547 107 Retail Trade (0.3%) Barnes & Noble, Inc. (a) 5,525 181 Rubber & Misc. Plastic Products (0.2%) Carlisle Companies Incorporated 1,897 115 Savings Institutions (0.8%) Flagstar Bancorp, Inc. 1,864 40 Washington Mutual, Inc. 11,478 460 Security & Commodity Brokers (1.5%) Lehman Brothers Holdings Inc. 163 13 Merrill Lynch & Co., Inc. 8,596 504 Morgan Stanley 6,384 369 Telecommunications (5.1%) ALLTEL Corporation 8,954 417 AT&T Corp. (b) 4,846 98 BellSouth Corporation 20,858 590 Nextel Communications, Inc.-Class A (a) 18,124 509 SBC Communications Inc. 18,769 489 Sprint Corporation (FON Group) (b) 25,668 421 Verizon Communications, Inc. 16,014 562 Tobacco Products (0.3%) R.J. Reynolds Tobacco Holdings, Inc. (b) 3,354 195 Transportation Equipment (0.0%) General Dynamics Corporation 130 12 Trucking & Warehousing (0.8%) United Parcel Service, Inc.-Class B 6,236 465 U.S. Government Agencies (1.1%) Fannie Mae 8,888 667 Shares Value -------------------- --------------- Wholesale Trade Durable Goods (0.2%) Fisher Scientific International Inc. (a) 2,169 $ 90 IKON Office Solutions, Inc. 4,694 56 Wholesale Trade Nondurable Goods (0.9%) SUPERVALU INC. 18,186 520 -------- Total Common Stocks (cost: $50,858) 59,712 -------- Principal Value ----------- ----------- SECURITY LENDING COLLATERAL (10.4%) Debt (8.3%) Bank Notes (0.4%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 30 $ 30 Fleet National Bank 1.00%, due 01/21/2004 111 111 National Bank of Commerce 1.19%, due 04/21/2004 92 92 Commercial Paper (2.1%) Compass Securitization-144A 1.08%, due 01/22/2004 55 55 Delaware Funding Corporation 1.08%, due 01/07/2004 37 37 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 55 55 1.09%, due 01/13/2004 37 37 1.08%, due 02/05/2004 74 74 General Electric Capital Corporation 1.09%, due 01/08/2004 92 92 1.09%, due 01/09/2004 55 55 1.08%, due 01/16/2004 74 74 Govco Incorporated-144A 1.07%, due 02/05/2004 92 92 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 92 92 1.09%, due 02/06/2004 92 92 1.10%, due 02/09/2004 54 54 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 92 92 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 55 55 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 107 107 1.08%, due 02/17/2004 187 187 Sheffield Receivables-144A 1.09%, due 01/21/2004 37 37 Euro Dollar Overnight (0.4%) BNP Paribas SA 0.97%, due 01/07/2004 187 187 Credit Agricole Indosuez 0.98%, due 01/02/2004 7 7 1.08%, due 01/06/2004 70 70 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century Income & Growth 5 American Century Income & Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value -------------- ----------- Euro Dollar Terms (2.1%) Bank of Montreal 1.06%, due 01/15/2004 $ 36 $ 36 1.06%, due 02/17/2004 74 74 Bank of Scotland 1.06%, due 04/02/2004 55 55 Citigroup Inc. 1.10%, due 01/22/2004 55 55 1.09%, due 02/06/2004 74 74 Credit Agricole Indosuez 1.08%, due 01/28/2004 37 37 Den Danske Bank 1.08%, due 01/20/2004 186 186 1.02%, due 01/30/2004 92 92 Royal Bank of Canada 1.05%, due 02/27/2004 185 185 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 111 111 1.08%, due 01/15/2004 37 37 1.08%, due 01/20/2004 18 18 Svenska Handelsbanken AB 1.09%, due 01/15/2004 18 18 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 111 111 Wells Fargo & Company 1.04%, due 01/30/2004 148 148 Master Notes (0.6%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 74 74 1.14%, due 09/08/2004 111 111 Morgan Stanley 1.05%, due 06/21/2004 178 178 Medium Term Notes (0.4%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 185 185 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 55 55 Principal Value -------------- ----------- Repurchase Agreements (2.3%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $433 on 01/02/2004 $ 433 $ 433 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $588 on 01/02/2004 588 588 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $351 on 01/02/2004 351 351 Shares Value ------------- ------------ Investment Companies (2.1%) Money Market Funds (2.1%) American AAdvantage Select Fund 1-day yield of 1.00% 90,736 $ 91 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 221,538 223 Merrimac Cash Series Fund Premium Class 1-day yield of 0.98% 963,322 963 -------- Total Security Lending Collateral (cost: $6,273) 6,273 -------- Total Investment Securities (cost: $57,346) $ 66,249 ======== SUMMARY: Investments, at value 110.2 % $ 66,249 Liabilities in excess of other assets (d) (10.2)% (6,122) ------- -------- Net assets 100.0 % $ 60,127 ======= ======== NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $6,004. (c) Cash collateral for the Repurchase Agreements, valued at $1,400, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century Income & Growth 6 American Century Income & Growth - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $57,346) (including $6,004 of securities loaned) $ 66,249 Cash 107 Receivables: Dividends 94 Other 5 -------- 66,455 -------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 48 Payable for collateral for securities on loan 6,273 Other 7 -------- 6,328 -------- Net Assets $ 60,127 ======== Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 61 Additional paid-in capital 51,983 Undistributed net investment income (loss) 655 Accumulated net realized gain (loss) from investment securities and futures contracts (1,475) Net unrealized appreciation (depreciation) on investment securities 8,903 -------- Net Assets $ 60,127 ======== Shares Outstanding: Initial Class 6,114 Service Class 15 Net Asset Value and Offering Price Per Share: Initial Class $ 9.81 Service Class 9.82 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 2 Dividends 1,155 Income from loaned securities-net 2 -------- 1,159 -------- Expenses: Management and advisory fees 422 Transfer agent fees 2 Printing and shareholder reports 13 Custody fees 33 Administration fees 20 Legal fees 1 Auditing and accounting fees 10 Directors fees 2 Other 1 -------- Total expenses 504 -------- Net Investment Income (Loss) 655 -------- Net Realized Gain (Loss) from: Investment securities 785 Futures contracts 53 -------- 838 -------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 11,137 Futures contracts 12 -------- 11,149 -------- Net Gain (Loss) on Investment Securities and Futures Contracts 11,987 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 12,642 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century Income & Growth 7 American Century Income & Growth - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ------------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 655 $ 150 Net realized gain (loss) from investment securities and futures contracts 838 (2,277) Net unrealized appreciation (depreciation) on investment securities and futures contracts 11,149 (2,432) ------- ------- 12,642 (4,559) ------- ------- Distributions to Shareholders: From net investment income: Initial Class (146) (7) Service Class - - ------- ------- (146) (7) ------- ------- From net realized gains: Initial Class - - Service Class - - ------- ------- - - ------- ------- Capital Share Transactions: Proceeds from shares sold: Initial Class 17,204 38,726 Service Class 138 - ------- ------- 17,342 38,726 ------- ------- Dividends and distributions reinvested: Initial Class 146 7 Service Class - - ------- ------- 146 7 ------- ------- Cost of shares redeemed: Initial Class (4,752) (6,054) Service Class (3) - ------- ------- (4,755) (6,054) ------- ------- 12,733 32,679 ------- ------- Net increase (decrease) in net assets 25,229 28,113 ------- ------- Net Assets: Beginning of year 34,898 6,785 ------- ------- End of year $60,127 $34,898 ======= ======= Undistributed Net Investment Income (Loss) $ 655 $ 146 ======= ======= December 31, December 31, 2003 2002 ------------------ ------------------ Share Activity: Shares issued: Initial Class 2,122 4,625 Service Class 15 - --------- --------- 2,137 4,625 --------- --------- Shares issued-reinvested from distributions: Initial Class 17 1 Service Class - - --------- --------- 17 1 --------- --------- Shares redeemed: Initial Class (593) (774) Service Class - - --------- --------- (593) (774) --------- --------- Net increase (decrease) in shares outstanding 1,561 3,852 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century Income & Growth 8 American Century Income & Growth - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 7.64 $ 0.12 $ 2.08 $ 2.20 12/31/2002 9.48 0.06 (1.90) (1.84) 12/31/2001 10.00 0.03 (0.55) (0.52) - --------------- ---------- --------- -------- -------- -------- Service Class 12/31/2003 7.90 0.08 1.85 1.93 - --------------- ---------- --------- -------- -------- -------- For a share outstanding throughout each period (a) -------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ---------- Initial Class $ (0.03) $ - $ (0.03) $ 9.81 - - - 7.64 - - - 9.48 - --------------- --------- --- --------- -------- Service Class (0.01) - (0.01) 9.82 - --------------- --------- --- --------- -------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 28.79% $ 59,978 1.08% 1.08% 1.41% 62% 12/31/2002 (19.38) 34,898 1.40 1.54 0.76 94 12/31/2001 (5.20) 6,785 1.40 5.95 0.50 47 - --------------- ---------- ------ -------- ---- ---- ---- -- Service Class 12/31/2003 24.40 149 1.31 1.31 1.39 62 - --------------- ---------- ------ -------- ---- ---- ---- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 1, 2001 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century Income & Growth 9 American Century Income & Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. American Century Income & Growth ("the Fund"), part of ATSF, began operations on May 1, 2001. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $1 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century Income & Growth 10 American Century Income & Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Real Estate Investment Trusts ("REITs"): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates. Dividend income is recorded at management's estimate of the income included in distributions from the REIT investments. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after the fiscal year-end, and may differ from the estimated amounts. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Futures contracts: The Fund may enter into futures contracts to manage exposure to market, interest rate or currency fluctuations. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. The primary risks associated with futures contracts are imperfect correlation between the change in market value of the securities held and the prices of futures contracts; the possibility of an illiquid market and inability of the counterparty to meet the contract terms. The underlying face amounts of any open futures contracts at December 31, 2003, if any, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following stated break points: 0.90% of the first $100 million of ANA 0.85% of the next $150 million of ANA 0.80% of ANA over $250 million ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.40% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. There are no amounts subject to recapture at December 31, 2003. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the State- AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century Income & Growth 11 American Century Income & Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) ment of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $2. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 43,112 U.S. Government 507 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 28,278 U.S. Government 552 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 7 Long-term capital gains - 2003 Distributions paid from: Ordinary income 146 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 628 ======= Undistributed Long-term Capital Gains $ - ======= Capital Loss Carryforward $ (771) ======= Post October Loss $ - ======= Net Unrealized Appreciation (Depreciation) $ 8,226 ======= The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 771 December 31, 2010 The capital loss carryforward utilized during the period ended December 31, 2003 was $59. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 58,023 ======== Unrealized Appreciation $ 8,899 Unrealized (Depreciation) (673) -------- Net Unrealized Appreciation (Depreciation) $ 8,226 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century Income & Growth 12 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of American Century Income & Growth In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of American Century Income & Growth (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century Income & Growth 13 American Century International - -------------------------------------------------------------------------------- MARKET ENVIRONMENT The anticipation and onset of war in Iraq, concern about the spread of a potentially fatal virus and Korean nuclear tensions restrained many of the world's markets during the early part of the year. But with the end of major combat in Iraq, the outbreak of SARS under control, and encouraging economic data from numerous nations, markets in the U.S. and abroad rebounded beginning in April. However, the U.S. dollar continued to weaken against other currencies during the year. PERFORMANCE For the year ended December 31, 2003, American Century International returned 25.29%. By comparison its benchmark, the Morgan Stanley Capital International (EAFE) Index ("MSCI-EAFE"), returned 39.17%. STRATEGY REVIEW Against this backdrop, American Century International's complement of financial holdings posted the year's largest contribution to the portfolio. The financial sector, the portfolio's biggest stake at year end, advanced mostly on the strength of banks, which represented the portfolio's heaviest average industry weighting. France's Societe Generale, a top-10 holding at the end of the year, topped the list of banks contributing to American Century International. The financial sector, however, also detracted most from our performance against the MSCI-EAFE. The disappointments came on several fronts, but during the second half of the year, the portfolio's lack of Japanese banks proved especially damaging. Japan has some of the world's largest banks by assets, but many of them carry billions of dollars in bad debt. We had an underweight position in many of those companies, and our portfolio's lighter position detracted from the portfolio's relative performance when their share prices advanced during the last six months of the year. To a lesser degree, the portfolio's health care companies also detracted from relative performance, although the sector contributed to the portfolio's gains during the year. Pharmaceutical companies, which made up, on average, one of the portfolio's largest industry stakes, accounted for most of the underperformance. We have reduced our stake in health care, but the sector registered the second-worst performance against the MSCI-EAFE during the year. The performance in several other sectors was more encouraging. Telecommunications, for example, registered the year's second-best absolute performance. The gains came as improving business conditions lifted companies that provide mobile-phone service. France Telecom and Vodafone Group PLC were the top contributors among the portfolio's telecommunications holdings. On another front, Nissan Motor Co. Ltd., a top-10 holding, made one of the largest contributions to the portfolio during the year as the consumer cyclical sector lifted American Century International. The commercial services sector also boosted the portfolio, led by Yahoo Japan Corporation ("Yahoo") in the information services industry. Yahoo made the largest contribution to the portfolio during the year as business surged on its online auction site. Only the industrials sector detracted from the portfolio's absolute returns, with the industrial parts industry declining most. On a brighter note, American Century International's technology stake advanced, led by holdings in the electrical equipment and semiconductor industries. Companies that make computer chips and integrated circuits benefited from higher prices and increasing demand for chips used in digital consumer products. Japan's Canon Inc. topped the portfolio's list of contributors in the semiconductor industry, while Germany's Siemens AG made the largest contribution among electrical equipment holdings. In conclusion, we remain committed to our long-standing process of identifying companies demonstrating fundamental strength and sustainable improvement in their businesses. /s/ Henrik Strabo Henrik Strabo /s/ Mark S. Kopinski Mark S. Kopinski* Co-Portfolio Managers American Century Investment Management, Inc. - ------------------ *As of January 20, 2004, Mark S. Kopinski is no longer portfolio manager. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century International 1 American Century International - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 1/2/97 through 12/31/03 Initial Class MSCI-(EAFE) 1/2/97 $10,000 $10,000 3/31/97 10,192 9,850 6/30/97 11,344 11,136 9/30/97 11,499 11,065 12/31/97 10,750 10,206 3/31/98 12,456 11,715 6/30/98 12,663 11,847 9/30/98 10,422 10,171 12/31/98 12,131 12,281 3/31/99 12,157 12,460 6/30/99 12,256 12,786 9/30/99 12,336 13,356 12/31/99 15,158 15,633 3/31/00 15,406 15,626 6/30/00 15,208 15,016 9/30/00 13,386 13,813 12/31/00 12,886 13,451 3/31/01 11,240 11,614 6/30/01 11,341 11,514 9/30/01 9,581 9,908 12/31/01 9,866 10,599 3/31/02 9,710 10,659 6/30/02 9,428 10,453 9/30/02 7,556 8,395 12/31/02 7,776 8,939 3/31/03 7,077 8,213 6/30/03 8,242 9,820 9/30/03 8,526 10,623 12/31/03 9,743 12,441 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 year Inception Date ----------- ------------- ----------- ---------- Initial Class 25.29% (4.29)% -0.37% 1/2/97 MSCI-EAFE(1) 39.17% 0.26% 3.17% 1/2/97 - ---------- ----- ----- ------ ------ Service Class - - 27.24% 5/1/03 - --------------- ----- ----- ------ ------ NOTES (1) The Morgan Stanley Capital International - Europe, Asia, and Far East (MSCI-EAFE) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. International investing involves special risks including currency fluctuations, political instability, and different financial accounting standards. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century International 2 American Century International - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- CONVERTIBLE PREFERRED STOCKS (0.5%) Switzerland (0.5%) Compagnie Financiere Richemont AG-Units 57,390 $ 1,378 --------- Total Convertible Preferred Stocks (cost: $1,370) 1,378 --------- PREFERRED STOCKS (0.7%) Australia (0.0%) News Corporation Limited (The)-ADR 731 22 Germany (0.7%) Porsche AG (b) 3,460 2,046 --------- Total Preferred Stocks (cost: $1,679) 2,068 --------- COMMON STOCKS (98.1%) Australia (1.9%) BHP Billiton Limited 318,610 2,925 Commonwealth Bank of Australia 126,290 2,801 Austria (1.0%) Erste Bank der oesterreichischen Sparkassen AG 24,484 3,025 Brazil (0.1%) Tele Norte Leste Participacoes SA-ADR 20,914 323 China (2.2%) China Life Insurance Company Limited-H Shares (a) 1,637,000 1,339 Huaneng Power International, Inc. 1,164,000 2,017 PetroChina Company Limited 1,982,000 1,136 SINOPEC Shanghai Petrochemical Company Limited 5,088,000 2,261 Denmark (0.4%) A. P. Moller-Maersk A/S 183 1,321 Finland (0.8%) Nokia Oyj-ADR 135,670 2,306 France (14.1%) Accor SA 77,572 3,512 AXA 161,762 3,462 Credit Agricole SA 242,176 5,781 France Telecom (a) 138,143 3,947 Groupe Danone SA 20,080 3,277 Groupe Wanadoo SA (a) 216,402 1,774 LVMH Moet Hennessy Louis Vuitton SA 49,383 3,593 Publicis Groupe SA (b) 40,300 1,306 Renault SA 29,684 2,048 Societe Generale-Class A 66,484 5,869 Total Fina Elf SA 32,490 6,039 Vinci SA 12,440 1,030 Vivendi Universal (a) 61,250 1,488 Shares Value -------------------- --------------- Germany (9.5%) BASF AG (b) 18,401 $ 1,038 Commerzbank AG 43,960 862 Deutsche Borse AG 36,568 2,006 Deutsche Telekom AG (a)(b) 209,569 3,835 E.ON AG 30,399 1,991 Linde AG 26,930 1,450 METRO AG (b) 68,325 3,016 PUMA AG Rudolf Dassler Sport 9,845 1,738 SAP AG 24,638 4,156 Siemens AG-Registered Shares (b) 73,888 5,944 T-Online International AG (a) 213,431 2,772 Greece (0.6%) Alpha Bank SA 32,600 985 Public Power Corporation 37,140 918 Hong Kong (1.2%) Cheung Kong (Holdings) Limited 184,000 1,464 CNOOC Limited 524,000 1,026 Sun Hung Kai Properties Limited 141,000 1,167 Hungary (0.5%) Gedeon Richter Rt. 4,860 576 OTP Bank Rt. (a) 64,230 830 Ireland (2.7%) Anglo Irish Bank Corporation PLC 160,853 2,537 CRH PLC (GBP) 127,023 2,608 DEPFA BANK PLC 11,590 1,457 RyanAir Holdings PLC-ADR (a)(b) 31,095 1,575 Israel (1.1%) Teva Pharmaceutical Industries Ltd.-ADR (b) 59,477 3,373 Italy (1.6%) Autogrill SpA (a) 19,627 281 Banca Intesa SpA 587,810 2,298 Banco Popolare di Verona e Novara S.c.r.l. 127,766 2,163 Telecom Italia Mobile SpA 39,735 216 Japan (18.5%) Bank of Yokohama, Ltd. (The) (b) 265,000 1,231 Canon Inc. 26,050 1,212 Chugai Pharmaceutical Co., Ltd. 113,996 1,638 Denso Corporation 107,000 2,106 Dentsu Inc. 176 886 FANUC LTD 62,200 3,724 Fast Retailing Co., Ltd. 18,700 1,135 Hoya Corporation 32,403 2,974 JSR Corporation 52,000 1,162 KDDI Corporation 558 3,195 Keyence Corporation 9,400 1,980 Marui Co., Ltd. 199,800 2,516 Matsushita Electric Industrial Co., Ltd. 52,000 719 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century International 3 American Century International - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Japan (continued) Mitsubishi Corporation 495,000 $ 5,245 NEC Corporation 413,000 3,039 Nippon Broadcasting System, Incorporated 27,000 1,257 Nissan Motor Co., Ltd. 417,144 4,761 Nitto Denko Corporation 25,000 1,329 NOK Corporation 29,000 1,055 ORIX Corporation 26,500 2,190 Seiko Epson Corporation 13,200 616 Sharp Corporation 181,000 2,855 Sumitomo Mitsui Financial Group, Inc. (b) 670 3,568 Tokyo Electron Limited 18,700 1,420 Tokyu Corporation 363,000 1,862 Toray Industries, Inc. 159,000 664 Toyota Motor Corporation 17,100 577 Yahoo Japan Corporation (a)(b) 120 1,612 Mexico (0.6%) America Movil, SA de CV-Series L-ADR 68,395 1,870 Netherlands (2.2%) ING Groep NV 155,266 3,620 Koninklijke Philips Electronics NV-NY Registered Shares 103,510 3,011 Norway (0.5%) Telenor ASA 224,330 1,464 Russia (0.5%) Mobile TeleSystems OJSC-ADR (b) 18,405 1,524 South Africa (0.3%) MTN Group Limited (a) 228,330 977 South Korea (1.3%) Samsung Electronics Co., Ltd. 10,303 3,901 Spain (1.4%) ACS, Actividades de Construccion y Servicios SA 17,003 830 Telefonica Moviles, SA 7,259 76 Telefonica SA 220,850 3,242 Sweden (2.9%) Atlas Copco AB-A Shares 41,120 1,472 ForeningsSparbanken AB 53,857 1,059 Tele2 AB-B Shares (a)(b) 36,049 1,924 Telefonaktiebolaget LM Ericsson-Class B (a) 839,430 1,505 Volvo AB-B Shares 90,070 2,754 Switzerland (9.2%) ABB Ltd (a) 397,191 2,014 Adecco SA-Registered Shares 61,631 3,962 Clariant AG (a) 75,509 1,114 Converium Holding AG 2,100 112 Credit Suisse Group 185,943 6,803 Shares Value -------------------- --------------- Switzerland (continued) Julius Baer Holding Ltd.-Class B 3,160 $ 1,065 Roche Holding AG 51,304 5,175 Swiss Life Holding (a)(b) 20,340 3,733 UBS AG-Registered Shares 43,384 2,971 Zurich Financial Services AG (a) 7,310 1,052 Taiwan (0.8%) China Steel Corporation-GDR-144A 54,630 908 Taiwan Semiconductor Manufacturing Company Ltd.-ADR (a) 143,870 1,473 United Kingdom (20.0%) Abbey National PLC 272,877 2,593 Alliance & Leicester PLC 126,962 2,018 AstraZeneca PLC (a) 39,476 1,894 BP PLC 824,552 6,685 British Sky Broadcasting Group PLC (a) 255,878 3,220 BT Group PLC 128,331 432 Cadbury Schweppes PLC 183,850 1,350 Exel PLC 135,801 1,795 GlaxoSmithKline PLC 232,490 5,326 Hays PLC 891,730 1,915 HBOS PLC 94,683 1,226 HSBC Holdings PLC (a) 273,530 4,297 Man Group PLC 92,381 2,416 Marks and Spencer Group PLC 140,630 727 mmO2 PLC (a) 1,436,888 1,980 Next PLC 93,890 1,887 Rank Group PLC (The) 34,289 171 Reckitt Benckiser PLC 193,646 4,380 Rio Tinto PLC-Registered Shares 70,130 1,937 Smith & Nephew PLC 146,015 1,226 Tesco PLC 486,500 2,244 United Business Media PLC 179,330 1,573 Vodafone Group PLC 2,535,303 6,285 WPP Group PLC 342,736 3,365 United States (2.2%) AT&T Wireless Services, Inc. (a)(b) 31,787 254 Coach, Inc. (a) 58,700 2,216 Devon Energy Corporation 16,832 964 EMC Corporation (a) 9,000 116 Hughes Electronics Corporation (a) 6,542 108 InterActiveCorp (a)(b) 24,664 837 Merrill Lynch & Co., Inc. 1,954 115 Oracle Corporation (a) 51,630 682 Pepsi Bottling Group, Inc. (The) 12,100 293 Texas Instruments Incorporated 26,378 775 Washington Post Company (The)-Class B 536 424 Wyeth 1,487 63 --------- Total Common Stocks (cost: $248,884) 298,790 --------- The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century International 4 American Century International - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value --------------------- --------------- SECURITY LENDING COLLATERAL (9.4%) Debt (7.5%) Bank Notes (0.4%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 135 $ 135 Fleet National Bank 1.00%, due 01/21/2004 508 508 National Bank of Commerce 1.19%, due 04/21/2004 423 423 Commercial Paper (1.9%) Compass Securitization-144A 1.08%, due 01/22/2004 254 254 Delaware Funding Corporation 1.08%, due 01/07/2004 169 169 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 254 254 1.09%, due 01/13/2004 169 169 1.08%, due 02/05/2004 338 338 General Electric Capital Corporation 1.09%, due 01/08/2004 422 422 1.09%, due 01/09/2004 254 254 1.08%, due 01/16/2004 337 337 Govco Incorporated-144A 1.07%, due 02/05/2004 423 423 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 423 423 1.09%, due 02/06/2004 422 422 1.10%, due 02/09/2004 247 247 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 423 423 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 254 254 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 491 491 1.08%, due 02/17/2004 845 845 Sheffield Receivables-144A 1.09%, due 01/21/2004 169 169 Euro Dollar Overnight (0.4%) BNP Paribas SA 0.97%, due 01/07/2004 846 846 Credit Agricole Indosuez 0.98%, due 01/02/2004 34 34 1.08%, due 01/06/2004 322 322 Principal Value --------------------- --------------- Euro Dollar Terms (1.9%) Bank of Montreal 1.06%, due 01/15/2004 $ 165 $ 165 1.06%, due 02/17/2004 339 339 Bank of Scotland 1.06%, due 04/02/2004 254 254 Citigroup Inc. 1.10%, due 01/22/2004 254 254 1.09%, due 02/06/2004 339 339 Credit Agricole Indosuez 1.08%, due 01/28/2004 169 169 Den Danske Bank 1.08%, due 01/20/2004 846 846 1.02%, due 01/30/2004 423 423 Royal Bank of Canada 1.05%, due 02/27/2004 846 846 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 508 508 1.08%, due 01/15/2004 169 169 1.08%, due 01/20/2004 85 85 Svenska Handelsbanken AB 1.09%, due 01/15/2004 85 85 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 508 508 Wells Fargo & Company 1.04%, due 01/30/2004 677 677 Master Notes (0.5%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 339 339 1.14%, due 09/08/2004 508 508 Morgan Stanley 1.05%, due 06/21/2004 813 813 Medium Term Notes (0.4%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 846 846 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 254 254 Repurchase Agreements (2.0%) (c) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $1,980 on 01/02/2004 1,980 1,980 Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $2,691 on 01/02/2004 2,691 2,691 Morgan Stanley 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $1,608 on 01/02/2004 1,608 1,608 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century International 5 American Century International - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Shares Value ------------ ------------ Investment Companies (1.9%) Money Market Funds (1.9%) American AAdvantage Select Fund 1-day yield of 1.00% 415,196 $ 415 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 1,013,731 1,014 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 4,408,038 4,408 --------- Total Securities Lending (cost: $28,705) 28,705 --------- Total Investment Securities (cost: $280,638) $ 330,941 ========= SUMMARY: Investments, at value 108.7 % $ 330,941 Liabilities in excess of other assets (8.7)% (26,764) ------- --------- Net assets 100.0 % $ 304,177 ======= ========= Percentage of Net Assets Value ----------------- --------------- INVESTMENTS BY INDUSTRY: Commercial Banks 17.5 % $ 53,418 Telecommunications 10.9 % 33,049 Pharmaceuticals 5.9 % 18,045 Electronic & Other Electric Equipment 5.1 % 15,630 Automotive 5.0 % 15,348 Life Insurance 4.0 % 12,154 Business Services 3.8 % 11,709 Computer & Data Processing Services 3.6 % 10,997 Chemicals & Allied Products 3.3 % 10,123 Oil & Gas Extraction 3.0 % 9,165 Wholesale Trade Durable Goods 2.8 % 8,538 Industrial Machinery & Equipment 2.4 % 7,416 Petroleum Refining 2.2 % 6,685 Department Stores 2.2 % 6,667 Computer & Office Equipment 1.6 % 4,983 Electric Services 1.6 % 4,926 Metal Mining 1.6 % 4,862 Transportation & Public Utilities 1.5 % 4,494 Radio & Television Broadcasting 1.5 % 4,477 Electronic Components & Accessories 1.4 % 4,228 Beer, Wine & Distilled Beverages 1.2 % 3,593 Hotels & Other Lodging Places 1.2 % 3,512 Food & Kindred Products 1.1 % 3,277 Instruments & Related Products 1.0 % 2,974 Real Estate 0.9 % 2,631 Lumber & Construction Materials 0.9 % 2,608 Holding & Other Investment Offices 0.8 % 2,416 Percentage of Net Assets Value INVESTMENTS BY INDUSTRY: ----------------- --------------- Communications Equipment 0.8 % $ 2,306 Food Stores 0.7 % 2,244 Leather & Leather Products 0.7 % 2,216 Security & Commodity Brokers 0.7 % 2,121 Mortgage Bankers & Brokers 0.7 % 2,018 Management Services 0.7 % 2,014 Printing & Publishing 0.7 % 1,997 Apparel & Accessory Stores 0.6 % 1,887 Construction 0.6 % 1,860 Manufacturing Industries 0.6 % 1,738 Beverages 0.5 % 1,643 Air Transportation 0.5 % 1,575 Motion Pictures 0.5 % 1,510 Engineering & Management Services 0.5 % 1,450 Water Transportation 0.4 % 1,321 Medical Instruments & Supplies 0.4 % 1,226 Insurance 0.4 % 1,164 Rubber & Misc. Plastic Products 0.4 % 1,162 Primary Metal Industries 0.3 % 908 Apparel Products 0.2 % 727 Textile Mill Products 0.2 % 664 Restaurants 0.1 % 281 Amusement & Recreation Services 0.1 % 171 Communication 0.0 % 108 ----- --------- Investments, at value 99.3 % $ 302,236 Short-term investments 9.4 % 28,705 Liabilities in excess of other assets (8.7) % (26,764) ------ --------- Net assets 100.0 % $ 304,177 ====== ========= FORWARD FOREIGN CURRENCY CONTRACTS: - ------------------------------------------------------------------------------------ Amount in Net Unrealized Bought Settlement U.S. Dollars Appreciation Currency (Sold) Date Bought (Sold) (Depreciation) - ------------------- ----------- ------------ --------------- --------------- Australian Dollar 247 01/05/2004 $ 186 $ -- Euro Dollar 185 01/02/2004 233 1 Euro Dollar (344) 01/05/2004 (431) (3) British Pound 248 01/02/2004 443 2 British Pound (150) 01/05/2004 (267) (2) Japanese Yen (1,628) 01/02/2004 (15) -- Japanese Yen (44,712) 01/05/2004 (417) (1) Japanese Yen (6,287) 01/06/2004 (59) -- Japanese Yen 114,676 01/07/2004 1,072 (3) Swiss Franc 142 01/05/2004 114 -- Swiss Franc 7 01/06/2004 6 -- ------ ------ $ 865 $ (6) ====== ====== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century International 6 American Century International - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $27,357. (c) Cash collateral for the Repurchase Agreements, valued at $6,406, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: ADR American Depositary Receipt GDR Global Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2003, these securities aggregated $908 or 0.30% of the net assets of the fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century International 7 American Century International - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $280,638) (including $27,357 of securities loaned) $330,941 Cash 3,264 Foreign cash (cost: $719) 721 Receivables: Investment securites sold 3,877 Interest 2 Dividends 174 Dividend reclaims receivable 81 Unrealized appreciation on forward foreign currency contracts 3 Other 24 --------- 339,087 --------- Liabilities: Investment securities purchased 5,585 Accounts payable and accrued liabilities: Due to advisor 304 Management and advisory fees 245 Distribution fees 1 Payable for collateral for securities on loan 28,705 Unrealized depreciation on forward foreign currency contracts 9 Other 61 --------- 34,910 --------- Net Assets $304,177 ========= Net Assets Consist of: Capital stock, 100,000 shares authorized ($.01 par value) $ 404 Additional paid-in capital 279,068 Accumulated net investment income (loss) (434) Accumulated net realized gain (loss) from investment securities and foreign currency transactions (25,162) Net unrealized appreciation (depreciation) on: Investment securities 50,304 Translation of assets and liabilities denominated in foreign currencies (3) ---------- Net Assets $304,177 ========= Shares Outstanding: Initial Class 40,361 Service Class 86 Net Asset Value and Offering Price Per Share: Initial Class $ 7.53 Service Class 7.52 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 22 Dividends 4,526 Income from loaned securities-net 171 Less withholding taxes on foreign dividends (532) -------- 4,187 -------- Expenses: Management and advisory fees 2,095 Transfer agent fees 2 Printing and shareholder reports 49 Custody fees 378 Administration fees 24 Legal fees 2 Auditing and accounting fees 15 Directors fees 7 Recaptured expenses 304 Other 4 Service fees: Service Class 1 -------- Total expenses 2,881 -------- Net Investment Income (Loss) 1,306 -------- Net Realized Gain (Loss) from: Investment securities 10,610 Foreign currency transactions (2,228) -------- 8,382 -------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 56,517 Translation of assets and liabilities denominated in foreign currencies 7 -------- 56,524 -------- Net Gain (Loss) on Investment Securities and Foreign Currency Transactions 64,906 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 66,212 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century International 8 American Century International - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ---------------- ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 1,306 $ 122 Net realized gain (loss) from investment securities and foreign currency transactions 8,382 (9,717) Net unrealized appreciation (depreciation) on investment securities and foreign currency translation 56,524 (853) --------- --------- 66,212 (10,448) --------- --------- Distributions to Shareholders: From net investment income: Initial Class - (169) Service Class - - --------- --------- - (169) --------- --------- From net realized gains: Initial Class - - Service Class - - --------- --------- - - --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 235,106 243,825 Service Class 18,972 - --------- --------- 254,078 243,825 --------- --------- Proceeds from fund acquisition: Initial Class 98,992 3,990 Service Class - - --------- --------- 98,992 3,990 --------- --------- Dividends and distributions reinvested: Initial Class - 169 Service Class - - --------- --------- - 169 --------- --------- Cost of shares redeemed: Initial Class (204,161) (159,591) Service Class (18,705) - --------- --------- (222,866) (159,591) --------- --------- 130,204 88,393 --------- --------- Net increase (decrease) in net assets 196,416 77,776 --------- --------- Net Assets: Beginning of year 107,761 29,985 --------- --------- End of year $ 304,177 $ 107,761 ========= ========= Accumulated Net Investment Income (Loss) $ (434) $ (54) ========= ========= December 31, December 31, 2003 2002 ---------------- ---------------- Share Activity: Shares issued: Initial Class 38,024 36,570 Service Class 2,831 - --------- --------- 40,855 36,570 --------- --------- Shares issued-proceeds from fund acquisition: Initial Class 16,750 556 Service Class - - --------- --------- 16,750 556 --------- --------- Shares issued-reinvested from distributions: Initial Class - 26 Service Class - - --------- --------- - 26 --------- --------- Shares redeemed: Initial Class (32,336) (23,147) Service Class (2,745) - --------- --------- (35,081) (23,147) --------- --------- Net increase (decrease) in shares outstanding 22,524 14,005 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century International 9 American Century International - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 6.01 $ 0.04 $ 1.48 $ 1.52 12/31/2002 7.65 0.01 (1.63) (1.62) 12/31/2001 10.34 0.07 (2.45) (2.38) 12/31/2000 14.28 0.04 (2.15) (2.11) 12/31/1999 12.07 0.04 2.90 2.94 - --------------- ---------- ------- -------- -------- -------- Service Class 12/31/2003 5.91 (0.02) 1.63 1.61 - --------------- ---------- ------- -------- -------- -------- For a share outstanding throughout each period (a) --------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ---------- Initial Class $ - $ - $ - $ 7.53 (0.02) - (0.02) 6.01 (0.28) (0.03) (0.31) 7.65 (0.19) (1.64) (1.83) 10.34 (0.05) (0.68) (0.73) 14.28 - --------------- --------- --------- --------- ------- Service Class - - - 7.52 - --------------- --------- --------- --------- ------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 25.29% $ 303,527 1.14% 1.14% 0.58% 219% 12/31/2002 (21.18) 107,761 1.49 1.78 0.23 261 12/31/2001 (23.44) 29,985 1.20 1.63 0.78 154 12/31/2000 (14.99) 36,651 1.30 1.66 0.29 112 12/31/1999 24.95 33,579 1.50 1.84 0.31 100 - --------------- ---------- ------ --------- ---- ---- ----- --- Service Class 12/31/2003 27.24 650 1.39 1.39 (0.51) 219 - --------------- ---------- ------ --------- ---- ---- ----- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception date of the Fund's share classes are as follows: Initial Class-January 2, 1997 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) For the year ended December 31, 2003 the Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment advisor, if any (see note 2). For the year ended December 31, 2002, ratio of net expenses is net of fees paid indirectly. For the year ended December 31, 2001 and prior years, ratio of net expenses to average net assets is net of fees paid indirectly and credits allowed by the custodian. (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. The impact of recaptured expenses on the Ratio of Expenses to Average Net Assets was 0.14%. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century International 10 American Century International - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. American Century International ("the Fund"), part of ATSF, began operations on January 2, 1997. On March 1, 2002, International Equity acquired all the assets of American Century International pursuant to a plan of reorganization approved by shareholders of American Century International. The acquisition was accomplished by a tax-free exchange of 4,067 shares of International Equity for the 556 shares of American Century International outstanding on February 28, 2002. American Century International's net assets at that date ($3,990) including ($3) of unrealized depreciation were combined with those of International Equity resulting in combined net assets of $33,188. Upon completion of the reorganization, the merged entity was immediately re-named American Century International. On May 1, 2003, the Fund acquired all the net assets of Gabelli Global Growth pursuant to a plan of reorganization approved by shareholders of Gabelli Global Growth on April 16, 2003. The acquisition was accomplished by a tax-free exchange of 16,750 shares of the Fund for the 14,424 shares of Gabelli Global Growth outstanding on April 30, 2003. Gabelli Global Growth's net assets at that date ($98,992) including ($6,335) of unrealized depreciation were combined with those of the Fund resulting in combined net assets of $247,331. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $73 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century International 11 American Century International - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amounts of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as in the Schedule of Investments. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (i.e. through the asset allocation funds): Net % of Assets Net Assets ----------- ----------- Asset Allocation-Conservative Portfolio $ 6,119 2% Asset Allocation-Growth Portfolio 20,475 7% Asset Allocation-Moderate Growth Portfolio 41,237 14% Asset Allocation-Moderate Portfolio 25,284 8% Select+ Aggressive 92 - Select+ Growth & Income 573 - -- 31% == Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following stated break points from January 1, 2003 to April 30, 2003: 1.00% of the first $50 million of ANA 0.95% of the next $100 million of ANA 0.90% of the next $350 million of ANA 0.85% of ANA over $500 million AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century International 12 American Century International - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) From May 1, 2003 on: 1.00% of the first $50 million of ANA 0.95% of the next $100 million of ANA 0.90% of the next $350 million of ANA 0.85% of the next $500 million of ANA 0.80% of ANA over $1 billion ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the annual limit of 1.50% through April 30, 2003. Subsequent to May 1, 2003, the operating expense limit was reduced to 1.20%. The composite expense ratio for the year ended December 31, 2003, was 1.30%. If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Expenses Recovered Increase in Total Expenses by Advisor to Average Net Assets -------------------- --------------------------- Recovered in 2003 $ 304 0.14% Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, ASFG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at a cost and is reimbursed monthly. Brokerage commissions: Brokerage commissions incurred on security transactions placed with an affiliate of the sub-adviser for the year ended December 31, 2003, were $55. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $10. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 555,680 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 469,970 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century International 13 American Century International - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4-(continued) Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ 12,123 Undistributed net investment income (loss) (1,686) Undistributed net realized capital gains (loss) (10,437) The tax character of distributions paid may differ from the character of distributions shown in the Statement of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 169 Long-term capital gains - 2003 Distributions paid from: Ordinary income - Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ - ========= Undistributed Long-term Capital Gains $ - ========= Capital Loss Carryforward $ (24,769) ========= Post October Currency Loss $ (431) ========= Post October Capital Loss $ (3) ========= Net Unrealized Appreciation (Depreciation) $ 49,915 ========= The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 16,819 December 31, 2009 7,950 December 31, 2010 The capital loss carryforward utilized during the period ended December 31, 2003 was $6,662. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 281,026 ========= Unrealized Appreciation $ 50,654 Unrealized (Depreciation) (739) --------- Net Unrealized Appreciation (Depreciation) $ 49,915 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century International 14 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of American Century International In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of American Century International (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 American Century International 15 BlackRock Global Science & Technology Opportunities - -------------------------------------------------------------------------------- MARKET ENVIRONMENT After two years of bitter struggle, the equity markets surged back to life in 2003. Broadly speaking, accommodative monetary and fiscal policies spurred U.S. economic growth, which in turn fostered improved corporate profits. At year-end, the federal funds target rate stood at a historically low 1.0%, while stimulus from the tax cuts continued to add momentum to the economy. Meanwhile, the decrease in geopolitical tensions following the conclusion of major combat operations in Iraq and the capture of Saddam Hussein significantly boosted consumer sentiment. By the close of the fourth quarter, gross domestic product ("GDP") had grown at a strong 4.0% rate. As economic data generally improved throughout the year, investors' risk appetite increased. Both the Dow Jones Industrial Average and the Standard and Poor's 500 Composite Stock Index ("S&P 500") posted significant gains, rising 28.28% and 28.67%, respectively, while the technology-laden NASDAQ Composite Index soared 50.01%. Small capitalization issues led the market's advance, with the small cap Russell 2000 Index rising 47.25%. Mid-cap issues also posted strong gains, with the Russell Midcap Index returning 40.06%. Large cap issues performed solidly as well, but lagged on a relative basis, with the large cap Russell 1000 Index gaining 29.89%. On a style-relative basis, large cap value slightly outperformed large cap growth, as the Russell 1000 Value Index returned 30.03%, versus a return of 29.75% for the Russell 1000 Growth Index. On a sector basis, standout performers included information technology and materials. As investors sought increased beta, technology shares rose in tandem, while shares of materials producers benefited from strong demand in China. Lagging sectors included traditionally defensive areas such as healthcare and consumer staples. PERFORMANCE For the year ended December 31, 2003, BlackRock Global Science and Technology Opportunities returned 52.03%. By comparison its benchmark, the S&P 500 returned 28.67%. STRATEGY REVIEW The portfolio's substantial overweight in information technology and its mixed stock selection were the primary detractors from performance during the first quarter. Specifically, application and systems software stocks such as Roxio, Inc. and RSA Security, Inc. performed well, while semiconductor capital equipment and telecommunications equipment companies were more challenging. Furthermore, the portfolio's small- to mid-cap bias negatively impacted returns as the market clearly favored larger, blue chip technology companies. In the healthcare sector, the portfolio's meaningful overweight position relative to the S&P 500 contributed positively to performance. Solid stock selection within the pharmaceutical and medical technology sub-sectors was the key return driver as companies such as Inspire Pharmaceuticals, Inc. and Pharmaceutical Resources, Inc. experienced dramatic price appreciation. In contrast, the portfolio's large exposure to biotechnology companies constrained performance despite reasonable stock selection. The portfolio's substantial overweight in information technology was one of the primary contributors to outperformance during the second quarter. Specifically, strength in semiconductors was driven by evidence of improving demand within the personal computer ("PC") and wireless end-markets and relatively low inventory levels in the channel. In addition, capital equipment stocks began discounting the potential for order acceleration as capacity utilization on the leading edge approached unsustainable levels. In terms of healthcare, the portfolio's meaningful overweight position relative to the S&P 500 was a positive contributor to returns, but primarily because of strong stock selection within the biotechnology and pharmaceutical sub-sectors. During the quarter, both the Amex Biotech Index and NASDAQ Biotech Index were up approximately 30%, while the portfolio's holdings were up 41%. The group's re-rating was largely driven by positive clinical data presented at various high profile medical meetings and several important product approvals by the Food and Drug Administration ("FDA"). Furthermore, the pending Medicare prescription benefit is seen as supporting greater product utilization over the next ten years. During the third quarter, the information technology ("IT") sector significantly outperformed the broader market as investors continued to favor areas levered to cyclical earnings recovery. The portfolio's substantial overweight in the sector and strong stock selection were the primary drivers of outperformance. Specifically, strength in semiconductors was driven by evidence of improving demand within the PC and wireless end-markets and relatively low inventory levels in the channel. In addition, semiconductor capital equipment stocks began discounting the potential for order acceleration as capacity utilization on the leading edge approached unsustainable levels. Furthermore, investor interest in networking and communication equipment companies increased as fundamentals appeared to stabilize ahead of a potential fourth quarter enterprise budget flush. In terms of healthcare, the portfolio's large relative exposure contributed positively to returns primarily because of strong stock selection in the pharmaceutical and healthcare services areas. During the fourth quarter, the IT sector narrowly outperformed the broader market as investors continued to favor areas levered to cyclical earnings recovery. However, because of a rapid rise in technology valuations throughout 2003, investors began to realize gains in early December, particularly in segments with aggressive expectations. The portfolio's substantial overweight in IT relative to the S&P 500 and solid stock selection were the primary drivers of absolute performance. Specifically, ongoing strength in semiconductor companies was driven largely by robust demand within the PC and wireless end-markets relative to low channel inventory levels. Furthermore, rising global GDP and low interest rates stimulated demand from various industrial and consumer segments. Thomas P. Callan Daniel M. Rea Co-Portfolio Managers BlackRock Advisors, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Global Science & Technology Opportunities 1 BlackRock Global Science & Technology Opportunities - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 8/17/01 through 12/31/03 Initial Class S&P 500 8/17/01 10,000 10,000 9/30/01 7,860 8,983 12/31/01 10,450 9,943 3/31/02 10,000 9,970 6/30/02 8,020 8,635 9/30/02 6,290 7,144 12/31/02 6,650 7,746 3/31/03 6,440 7,502 6/30/03 8,240 8,657 9/30/03 9,060 8,886 12/31/03 10,110 9,967 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ----------- ---------- Initial Class 52.03% 0.46% 8/17/01 S&P 500(1) 28.67% (0.14)% 8/17/01 - --------------- ----- ----- ------- Service Class - 43.32% 5/1/03 - --------------- ----- ----- ------- NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Investing in technology stocks generally involves greater volatility and risks, so an investment in the fund may not be appropriate for everyone. International investing involves risks that include currency fluctuations, potential instability, and different accounting standards. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Global Science & Technology Opportunities 2 BlackRock Global Science & Technology Opportunities - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- COMMON STOCKS (96.5%) Bermuda (2.1%) Accenture Ltd (a) 18,600 $ 490 Canada (1.4%) Angiotech Pharmaceuticals, Inc. (a) 2,700 124 Biovail Corporation (a) 9,000 193 Cayman Islands (0.9%) Seagate Technology (a) 10,500 198 Finland (1.3%) Nokia Oyj-ADR 17,700 301 France (0.9%) Flamel Technologies SA-ADR (a) 7,500 201 Italy (0.3%) Tiscali SpA (a) 10,900 76 Japan (1.6%) Brother Industries, Ltd. 3,000 28 Citizen Electronics Co., Ltd. 800 73 Nippon Electric Glass Co., Ltd. 13,800 268 SEGA Corporation (a) 1,100 10 South Korea (2.9%) Samsung Electronics Co., Ltd. 1,500 568 Seoul Semiconductor Co., Ltd. 3,300 60 Testech Incorporated (a) 6,510 8 You Eal Electronics Co., Ltd. 1,300 37 Sweden (0.5%) Biacore International AB 4,700 111 Taiwan (1.7%) Phoenix Precision Technology Corporation (a) 100,000 79 Quanta Computer Inc. 35,000 86 Taiwan Semiconductor Manufacturing Company Ltd. (a) 120,000 225 United Kingdom (1.9%) Bookham Technology PLC-ADR (a) 92,500 231 Shire Pharmaceuticals Group PLC-ADR (a) 7,200 209 United States (81.0%) ACLARA BioSciences, Inc. (a) 14,600 53 ADC Telecommunications, Inc. (a) 57,800 172 Aetna Inc. 3,500 237 Agere Systems Inc. (a) 74,700 228 Alkermes, Inc. (a) 6,700 90 Altera Corporation (a) 10,700 243 Amylin Pharmaceuticals, Inc. (a) 10,800 240 Analog Devices, Inc. 6,700 306 Andrx Corporation-Andrx Group (a) 10,300 248 Applied Materials, Inc. (a) 22,400 503 ATMI, Inc. (a) 10,400 241 Shares Value -------------------- --------------- United States (continued) Avaya Inc. (a) 11,200 $ 145 Avocent Corporation (a) 5,300 194 Biogen, Inc. (a) 3,150 116 Caliper Technologies Corp. (a) 13,500 89 Caremark Rx, Inc. (a) 14,100 356 Celgene Corporation (a) 2,000 90 Cisco Systems, Inc. (a) 22,900 556 Citrix Systems, Inc. (a) 9,200 195 Computer Sciences Corporation (a) 4,400 195 Digi International, Inc. (a) 25,400 244 Digitas Inc. (a) 28,000 261 EarthLink, Inc. (a) 18,400 184 EMC Corporation (a) 19,100 247 Emulex Corporation (a) 9,100 243 Endo Pharmaceutical Holdings Inc. (a) 3,700 71 General Cable Corporation (a) 26,700 218 Gilead Sciences, Inc. (a) 4,700 273 Guilford Pharmaceuticals Inc. (a) 26,500 180 Harris Corporation 6,900 262 Hewlett-Packard Company 10,800 248 Ilex Oncology, Inc. (a) 7,000 149 Impax Laboratories, Inc. (a) 5,524 79 Intel Corporation 15,400 496 International Business Machines Corporation 5,100 473 International Rectifier Corporation (a) 6,200 306 Intersil Corporation-Class A 6,900 171 Inveresk Research Group, Inc. (a) 8,500 210 Invitrogen Corporation (a) 3,300 231 Juniper Networks, Inc. (a) 14,300 267 KLA-Tencor Corporation (a) 4,500 264 Lawson Software Inc. (a) 30,400 250 Lexicon Genetics Incorporated (a) 18,100 107 LifePoint Hospitals, Inc. (a) 3,100 91 Linear Technology Corporation 6,000 252 MasTec, Inc. (a) 12,400 184 Maxim Integrated Products 4,200 209 Maxtor Corporation (a) 24,800 275 Medimmune, Inc. (a) 7,700 196 MEMC Electronic Materials, Inc. (a) 27,000 260 Merck & Co., Inc. 8,000 370 Micron Technology, Inc. (a) 6,300 85 Microsoft Corporation 23,800 655 Molina Healthcare, Inc. (a) 2,800 71 Motorola, Inc. 11,800 166 Nabi Biopharmaceuticals (a) 11,000 140 National Semiconductor Corporation (a) 7,000 276 NetScreen Technologies, Inc. (a) 10,600 262 NitroMed, Inc. (a) 25,600 184 NPS Pharmaceuticals, Inc. (a) 3,800 117 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Global Science & Technology Opportunities 3 BlackRock Global Science & Technology Opportunities - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------- -------------- United States (continued) Oracle Corporation (a) 29,100 $ 384 OSI Pharmaceuticals, Inc. (a) 7,700 248 Pitney Bowes Inc. 6,700 272 PMC-Sierra, Inc. (a) 10,900 220 QUALCOMM Incorporated 4,700 253 Sanmina Corporation (a) 19,400 245 Schering-Plough Corporation 21,200 368 SeaChange International, Inc. (a) 9,300 143 Siebel Systems, Inc. (a) 16,700 232 Sirius Satellite Radio Inc. (a) 20,900 66 Skyworks Solutions, Inc. (a) 10,500 91 Somera Communications, Inc. (a) 23,100 37 SonicWALL, Inc. (a) 16,000 125 Symantec Corporation (a) 7,200 249 Tekelec (a) 14,800 230 Texas Instruments Incorporated 6,700 197 TIBCO Software Inc. (a) 30,800 209 TTM Technologies, Inc. (a) 6,800 115 Unisys Corporation (a) 14,000 208 VeriSign, Inc. (a) 13,600 222 Vialta, Inc. (a) 7 (b) Vicuron Pharmaceuticals Inc. (a) 3,100 58 ViroLogic, Inc. (a) 91,000 341 Westell Technologies, Inc.-Class A (a) 9,600 61 Wireless Facilities, Inc. (a) 12,000 178 XM Satellite Radio Holdings Inc. (a) 5,000 132 -------- Total Common Stocks (cost: $19,511) 22,184 -------- Principal Value ------------- ----------- SHORT-TERM U.S. GOVERNMENT OBLIGATIONS (7.4%) Fannie Mae 0.80%, due 01/02/2004 $ 1,700 $ 1,700 -------- Total Short-Term U.S. Government Obligations (cost: $1,700) 1,700 -------- Total Investment Securities (cost: $21,211) $ 23,884 ======== SUMMARY: Investments, at value 103.9 % $ 23,884 Liabilities in excess of other assets (3.9)% (905) -------- -------- Net assets 100.0 % $ 22,979 ======== ======== Percentage of Net Assets Value -------------- ------------ INVESTMENTS BY INDUSTRY: Pharmaceuticals 20.1 % $ 4,622 Electronic Components & Accessories 19.7 % 4,531 Computer & Office Equipment 15.5 % 3,565 Computer & Data Processing Services 13.0 % 2,983 Communications Equipment 7.5 % 1,733 Business Services 4.6 % 1,054 Electronic & Other Electric Equipment 3.1 % 709 Instruments & Related Products 2.3 % 517 Industrial Machinery & Equipment 2.2 % 503 Health Services 2.0 % 448 Insurance 1.3 % 308 Chemicals & Allied Products 1.0 % 241 Primary Metal Industries 0.9 % 218 Research & Testing Services 0.9 % 210 Construction 0.8 % 184 Communication 0.6 % 132 Telecommunications 0.5 % 113 Radio & Television Broadcasting 0.3 % 66 Electrical Goods 0.2 % 37 Manufacturing Industries 0.0 % 10 ----- -------- Investments, at market value 96.5 % 22,184 Short-term investments 7.4 % 1,700 Other assets in excess of liabilities (3.9) % (905) ----- -------- Net assets 100.0 % $ 22,979 ====== ======== NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) Value is less than $1. DEFINITIONS: ADR American Depositary Receipt The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Global Science & Technology Opportunities 4 BlackRock Global Science & Technology Opportunities - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $21,211) $ 23,884 Cash 66 Foreign cash (cost: $1,016) 1,020 Receivables: Investment securites sold 611 Dividends 2 --------- 25,583 --------- Liabilities: Investment securities purchased 2,575 Accounts payable and accrued liabilities: Management and advisory fees 20 Other 9 --------- 2,604 --------- Net Assets $ 22,979 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 23 Additional paid-in capital 19,096 Undistributed net investment income (loss) - Undistributed net realized gain (loss) from investment securities and foreign currency transactions 1,183 Net unrealized appreciation (depreciation) on: Investment securities 2,673 Translation of assets and liabilities denominated in foreign currencies 4 --------- Net Assets $ 22,979 ========= Shares Outstanding: Initial Class 2,251 Service Class 23 Net Asset Value and Offering Price Per Share: Initial Class $ 10.11 Service Class 10.09 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 17 Dividends 21 ------- 38 ------- Expenses: Management and advisory fees 102 Transfer agent fees 2 Printing and shareholder reports 12 Custody fees 14 Administration fees 21 Auditing and accounting fees 10 ------- Total expenses 161 Less: Advisory fee waiver (4) -------- Net expenses 157 ------- Net Investment Income (Loss) (119) ------- Net Realized Gain (Loss) from: Investment securities 1,586 Foreign currency transactions 1 ------- 1,587 ------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 2,886 Translation of assets and liabilities denominated in foreign currencies 4 ------- 2,890 ------- Net Gain (Loss) on Investment Securities and Foreign Currency Transactions 4,477 ------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 4,358 ======= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Global Science & Technology Opportunities 5 BlackRock Global Science & Technology Opportunities - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (119) $ (15) Net realized gain (loss) from investment securities and foreign currency transactions 1,587 (225) Net unrealized appreciation (depreciation) on investment securities and foreign currency translation 2,890 (323) ------- ------- 4,358 (563) ------- ------- Distributions to Shareholders: From net investment income: Initial Class - - Service Class - - ------- ------- - - ------- ------- From net realized gains: Initial Class - - Service Class - - ------- ------- - - ------- ------- Capital Share Transactions: Proceeds from shares sold: Initial Class 19,491 3,359 Service Class 231 - ------- ------- 19,722 3,359 ------- ------- Dividends and distributions reinvested: Initial Class - - Service Class - - ------- ------- - - ------- ------- Cost of shares redeemed: Initial Class (4,719) (209) Service Class (18) - ------- ------- (4,737) (209) ------- ------- 14,985 3,150 ------- ------- Net increase (decrease) in net assets 19,343 2,587 ------- ------- Net Assets: Beginning of year 3,636 1,049 ------- ------- End of year $22,979 $ 3,636 ======= ======= Undistributed Net Investment Income (Loss) $ - $ - ======= ======= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 2,264 477 Service Class 25 - ------ ------- 2,289 477 ------ ------- Shares issued-reinvested from distributions: Initial Class - - Service Class - - ------ ------- - - ------ ------- Shares redeemed: Initial Class (560) (30) Service Class (2) - ------ ------- (562) (30) ------ ------- Net increase (decrease) in shares outstanding 1,727 447 ====== ======= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Global Science & Technology Opportunities 6 BlackRock Global Science & Technology Opportunities - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 6.65 $ (0.09) $ 3.55 $ 3.46 12/31/2002 10.45 (0.08) (3.72) (3.80) 12/31/2001 10.00 (0.04) 0.49 0.45 - --------------- ---------- --------- --------- --------- --------- Service Class 12/31/2003 7.04 (0.08) 3.13 3.05 - --------------- ---------- --------- --------- --------- --------- For a share outstanding throughout each period (a) ---------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ------------ Initial Class $ - $ - $ - $ 10.11 - - - 6.65 - - - 10.45 - --------------- --- --- --- --------- Service Class - - - 10.09 - --------------- --- --- --- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 52.03% $ 22,745 1.40% 1.43% (1.07)% 150% 12/31/2002 (36.36) 3,636 1.40 6.65 (1.10) 356 12/31/2001 4.50 1,049 1.40 10.75 (1.16) 225 - --------------- ---------- ------ -------- ---- ----- ----- --- Service Class 12/31/2003 43.32 234 1.65 1.69 (1.33) 150 - --------------- ---------- ------ -------- ---- ----- ----- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-August 17, 2001 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Global Science & Technology Opportunities 7 BlackRock Global Science & Technology Opportunities - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. BlackRock Global Science & Technology Opportunities ("the Fund"), part of ATSF, began operations on August 17, 2001. On May 1, 2003, the Fund changed its name from BlackRock Global Science & Technology to BlackRock Global Science & Technology Opportunities. The Fund will merge into Great Companies Technology(SM) effective the close of business on April 30, 2004, subject to approval by Policyowners. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date, or in the case of foreign securities as soon as the Fund is informed of the ex-dividend date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, if any, are listed in the Schedule of Investments. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Global Science & Technology Opportunities 8 BlackRock Global Science & Technology Opportunities - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.90% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.40% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Advisory Fee Available for Waived Recapture Through -------------- ------------------ Fiscal Year 2001 $ 32 12/31/2004 Fiscal Year 2002 71 12/31/2005 Fiscal Year 2003 4 12/31/2006 Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $1. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 29,334 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 14,638 U.S. Government - AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Global Science & Technology Opportunities 9 BlackRock Global Science & Technology Opportunities - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ - Undistributed net investment income (loss) 119 Undistributed net realized capital gains (loss) (119) The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 1,201 ======= Undistributed Long-term Capital Gains $ - ======= Capital Loss Carryforward $ - ======= Post October Loss $ - ======= Net Unrealized Appreciation (Depreciation) $ 2,655 ======= The capital loss carryforward utilized during the period ended December 31, 2003 was $266. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $21,229 ======= Unrealized Appreciation $ 2,918 Unrealized (Depreciation) (263) ------- Net Unrealized Appreciation (Depreciation) $ 2,655 ======= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Global Science & Technology Opportunities 10 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of BlackRock Global Science & Technology Opportunities In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of BlackRock Global Science & Technology Opportunities (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Global Science & Technology Opportunities 11 BlackRock Large Cap Value - -------------------------------------------------------------------------------- MARKET ENVIRONMENT After two years of bitter struggle, the equity markets surged back to life in 2003. Broadly speaking, accommodative monetary and fiscal policies spurred U.S. economic growth, which in turn fostered improved corporate profits. At year-end, the federal funds target rate stood at a historically low 1.0%, while stimulus from the tax cuts continued to add momentum to the economy. Meanwhile, the decrease in geopolitical tensions following the conclusion of major combat operations in Iraq and the capture of Saddam Hussein significantly boosted consumer sentiment. By the close of the fourth quarter, the gross domestic product ("GDP") had grown at a strong 4.0% rate. As economic data generally improved throughout the year, investors' risk appetite increased. Both the Dow Jones Industrial Average and the Standard and Poor's 500 Composite Stock Index posted significant gains, rising 28.28% and 28.67%, respectively, while the technology-laden NASDAQ Composite Index soared 50.01%. Small capitalization issues led the market's advance, with the small cap Russell 2000 Index rising 47.25%. Mid-cap issues also posted strong gains, with the Russell Midcap Index returning 40.06%. Large cap issues performed solidly as well, but lagged on a relative basis, with the large cap Russell 1000 Index gaining 29.89%. On a style-relative basis, large cap value slightly outperformed large cap growth, as the Russell 1000 Value Index returned 30.03%, versus a return of 29.75% for the Russell 1000 Growth Index. On a sector basis, standout performers included information technology and materials. As investors sought increased beta, technology shares rose in tandem, while shares of materials producers benefited from strong demand in China. Lagging sectors included traditionally defensive areas such as healthcare and consumer staples. PERFORMANCE For the year ended December 31, 2003, the BlackRock Large Cap Value returned 23.76%. By comparison its benchmark, the Russell 1000 Value Index returned 30.03%. STRATEGY REVIEW At the end of February, BlackRock formally announced the addition of a quantitative equity portfolio management team. This team, led by Fred Herrmann and David Byrket, and supported by Andrew Jones, Tim Rezvan, and Guy Lakonishok, assumed responsibility for BlackRock Large Cap Value on March 3rd. With a focus on quantitative techniques, the new team uses stock selection to drive active return while minimizing market timing and sector, capitalization, and style biases. Using a multi-factor model designed for the value stock universe, the team identifies stocks with improving earnings expectations that sell at attractive relative valuations when compared to their sector peers. By combining this information with sophisticated risk measurement tools and a manual optimization process, the management team selects stocks and portfolio weightings to maximize expected portfolio return per unit of risk. Although the earnings expectation factors were predictive during March, the valuation factors struggled during the month after a period of exceptional strength. On a relative basis, the portfolio witnessed strong performance in the finance, telecommunications, and healthcare sectors. Disappointing performance in the utilities, industrial, and non-cyclical sectors offset this benefit. For the second quarter, the model was not helpful in discriminating outperforming stocks from underperforming stocks. A further break down of our alpha revealed a continued deterioration in the earnings expectation factors' power. This half of our model was significantly non-predictive, while the valuation factors continued to rebound from their March weakness. Half of our earnings expectation factors were negative for the quarter, with forecast estimate dispersion and price momentum being significantly non-predictive. Forecast earnings-to-price was the primary driver of predictability on the valuation side. On a positive note, the discriminatory power of the model improved throughout the quarter. From a sector relative perspective, the underperformance was spread across most sectors. Eight of our thirteen sectors underperformed, led down by technology, basic materials, and utilities. The healthcare and consumer non-cyclical sectors performed well in the quarter, offsetting some of the weaker sectors. Generalized stock selection drove our underperformance in the technology sector. (In other words, it was a collection of small, underweight index names that drove the poor performance in these sectors.) Some specific positions that hurt our performance included overweighting Ball Corporation, coupled with underweighting The Dow Chemical Company and the independent power producers like Mirant Corporation. For the third quarter, the model was not particularly helpful in discriminating outperforming stocks from underperforming stocks. Still, the model's predictive power improved every month over the course of the quarter, culminating in a very predictive month of September. The earnings expectation factors' power continued to struggle throughout most of the quarter. This half of our model was significantly perverse in July and August. On a positive note, the earnings expectation factors were quite strong in September, helping to make our performance positive for the month. In particular, the revision down factor turned positive in September, and the price momentum factor showed further signs of strength. The valuation factors improved through the quarter, with the forecast earnings-to-price and cash flow-to-price factors being the most powerful. From a sector perspective, the portfolio's underperformance was led by financials and industrials. A few sectors outperformed for the quarter, lessening the impact of the weaker sectors. Outperformers included technology, basic materials, and consumer cyclicals. Poor model performance in the banking and general manufacturing industries hurt portfolio returns, while our overweighting Jabil Circuit, Inc., International Business Machines Corporation, Sears, Roebuck and Co., and Ball Corporation helped performance. The model was essentially flat for the fourth quarter, providing little to no help in discriminating outperforming stocks from under performing stocks. As a group, valuation factors were predictive, but the negative power from the earnings expectation side of the model neutralized the valuation strength. Forecast earnings-to-price was the strongest factor for the period, and cash flow-to-price, book-to-price, return on equity, and all of our earnings expectation factors were flat or negative for the month. Generally, the fourth quarter proved to be a difficult period for our value model. Frederick W. Herrmann David E. Byrket Co-Portfolio Managers BlackRock Advisors, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Large Cap Value 1 BlackRock Large Cap Value - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in BlackRock Large Cap Value and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 8/17/01 through 12/31/03 Russell 1000 Initial Class Value Index 8/17/01 $10,000 $10,000 9/30/01 9,120 9,137 12/31/01 9,650 9,810 3/31/02 9,590 10,212 6/30/02 8,100 9,342 9/30/02 6,668 7,588 12/31/02 7,359 8,288 3/31/03 6,928 7,884 6/30/03 8,010 9,246 9/30/03 8,093 9,437 12/31/03 9,107 10,776 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ------------- ---------- BlackRock Large Cap Value 23.76% (3.86)% 8/17/01 Russell 1000 Value(1) 30.03% 3.20% 8/17/01 - --------------------------- ----- ----- ------- NOTES (1) The Russell 1000 Value (Russell 1000 Value) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http:// www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than one year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Large Cap Value 2 BlackRock Large Cap Value - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- -------------- COMMON STOCKS (98.6%) Aerospace (2.3%) Lockheed Martin Corporation 125 $ 6 Northrop Grumman Corporation 75 7 United Technologies Corporation 100 9 Amusement & Recreation Services (0.8%) Disney (Walt) Company (The) 350 8 Apparel & Accessory Stores (0.7%) Nordstrom, Inc. 200 7 Automotive (2.0%) American Axle & Manufacturing Holdings, Inc. (a) 175 7 General Motors Corporation 225 12 Automotive Dealers & Service Stations (0.5%) AutoNation, Inc. (a) 250 5 Beverages (0.9%) Coca-Cola Enterprises Inc. 225 5 Constellation Brands, Inc. (a) 125 4 Chemicals & Allied Products (2.8%) Cytec Industries Inc. (a) 200 8 Dial Corporation (The) 175 5 RPM, Inc. 300 5 Sherwin-Williams Company (The) 250 9 Commercial Banks (19.1%) Bank One Corporation 425 19 Citigroup Inc. 925 45 City National Corporation 100 6 First Tennessee National Corporation 175 8 Marshall & Ilsley Corporation 125 5 MBNA Corporation 200 5 Morgan Chase & Co. (J.P.) 625 23 National City Corporation 300 10 Sky Financial Group, Inc. 175 5 U.S. Bancorp 695 21 Wachovia Corporation 400 19 Wells Fargo & Company 275 16 Communication (1.1%) Comcast Corporation-Class A (a) 211 7 Liberty Media Corporation-Class A (a) 300 4 Communications Equipment (0.9%) Advanced Fibre Communications, Inc. (a) 200 4 L-3 Communications Holdings, Inc. (a) 100 5 Computer & Data Processing Services (0.9%) GTECH Holdings Corporation 100 5 Unisys Corporation (a) 300 4 Shares Value -------------------- -------------- Computer & Office Equipment (4.0%) Hewlett-Packard Company 325 $ 7 International Business Machines Corporation 250 23 Lexmark International Group, Inc. (a) 100 8 Construction (1.1%) Centex Corporation 100 11 Department Stores (0.7%) Federated Department Stores, Inc. 150 7 Electric Services (3.7%) Constellation Energy Group, Inc. 275 11 Entergy Corporation 200 11 PPL Corporation 150 7 TXU Corp. 250 6 Electric, Gas & Sanitary Services (2.2%) Exelon Corporation 200 13 NiSource Inc. 375 8 Electrical Goods (0.3%) Arrow Electronics, Inc. (a) 150 3 Electronic & Other Electric Equipment (1.8%) Cooper Industries, Inc.-Class A 100 6 Eaton Corporation 50 5 Energizer Holdings, Inc. (a) 150 6 Electronic Components & Accessories (0.5%) Jabil Circuit, Inc. (a) 175 5 Fabricated Metal Products (0.7%) Fortune Brands, Inc. 100 7 Food & Kindred Products (2.9%) Altria Group, Inc. 325 18 Kellogg Company 175 7 Smucker (J.M.) Company (The) 75 3 Food Stores (0.7%) Albertson's, Inc. 300 7 Holding & Other Investment Offices (1.9%) General Growth Properties, Inc. 300 8 Vornado Realty Trust 175 10 Hotels & Other Lodging Places (0.5%) Park Place Entertainment Corporation (a) 500 5 Industrial Machinery & Equipment (2.1%) American Standard Companies Inc. (a) 75 8 Black & Decker Corporation (The) 75 4 Deere & Company 125 8 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Large Cap Value 3 BlackRock Large Cap Value - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ------------ --------- Insurance (5.4%) ACE Limited 120 $ 5 Allstate Corporation (The) 200 9 American International Group, Inc. 200 13 Fidelity National Financial, Inc. 156 6 Old Republic International Corp. 225 6 W.R. Berkley Corporation 150 5 WellPoint Health Networks Inc. (a) 75 7 Life Insurance (1.9%) John Hancock Financial Services, Inc. 100 4 Protective Life Corporation 125 4 Prudential Financial, Inc. 245 10 Lumber & Wood Products (1.4%) Georgia-Pacific Corporation 225 7 Louisiana-Pacific Corporation (a) 350 6 Mortgage Bankers & Brokers (0.5%) Countrywide Credit Industries, Inc. 66 5 Motion Pictures (2.2%) Fox Entertainment Group, Inc.-Class A (a) 250 7 Time Warner Inc. (a) 800 14 Oil & Gas Extraction (4.1%) Chesapeake Energy Corporation 550 7 ConocoPhillips 250 17 Devon Energy Corporation 125 7 Occidental Petroleum Corporation 200 8 Paper & Allied Products (0.6%) Kimberly-Clark Corporation 100 6 Personal Credit Institutions (0.5%) Capital One Financial Corporation 75 5 Personal Services (1.3%) Cendant Corporation (a) 525 12 Petroleum Refining (6.4%) ChevronTexaco Corporation 200 18 Exxon Mobil Corporation 900 37 Marathon Oil Corporation 150 5 Pharmaceuticals (2.9%) Bristol-Myers Squibb Co. 525 15 Watson Pharmaceuticals, Inc. (a) 150 7 Wyeth 150 6 Shares Value ------------ --------- Primary Metal Industries (1.5%) Alcoa Inc. 240 $ 9 Engelhard Corporation 175 5 Printing & Publishing (1.0%) Belo (A.H.) Corporation-Class A 175 5 McGraw-Hill Companies, Inc. (The) 75 5 Railroads (0.8%) Burlington Northern Santa Fe Corporation 250 8 Real Estate (0.7%) Rouse Company (The) 150 7 Restaurants (0.8%) McDonald's Corporation 325 8 Savings Institutions (1.5%) Washington Mutual, Inc. 350 14 Security & Commodity Brokers (3.2%) Goldman Sachs Group, Inc. (The) 75 7 Lehman Brothers Holdings Inc. 100 8 Merrill Lynch & Co., Inc. 275 16 Telecommunications (5.7%) AT&T Corp. 225 5 BellSouth Corporation 600 17 CenturyTel, Inc. 175 6 SBC Communications Inc. 225 6 Verizon Communications, Inc. 575 20 Trucking & Warehousing (0.4%) J.B. Hunt Transport Services, Inc. (a) 150 4 U.S. Government Agencies (0.7%) Freddie Mac 125 7 ------ Total Common Stocks (cost: $791) 945 ------ Total Investment Securities (cost: $791) $ 945 ====== SUMMARY: Investments, at value 98.6% $ 945 Other assets in excess of liabilities 1.4% 12 ----- ------ Net assets 100.0% $ 957 ===== ====== NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Large Cap Value 4 BlackRock Large Cap Value - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $791) $ 945 Cash 12 Receivables: Dividends 1 Other 1 ------ 959 ------ Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 1 Other 1 ------ 2 ------ Net Assets $ 957 ====== Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 1 Additional paid-in capital 1,058 Undistributed net investment income (loss) 9 Accumulated net realized gain (loss) from investment securities (265) Net unrealized appreciation (depreciation) on investment securities 154 ------ Net Assets $ 957 ====== Shares Outstanding 106 Net Asset Value and Offering Price Per Share $ 9.07 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Dividends $ 19 ----- Expenses: Management and advisory fees 8 Transfer agent fees 2 Printing and shareholder reports 5 Custody fees 6 Administration fees 21 Auditing and accounting fees 10 ----- Total expenses 52 ----- Less: Advisory fee waiver and expense reimbursement (40) ----- Net expenses 12 ----- Net Investment Income (Loss) 7 ----- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities (41) Increase (decrease) in unrealized appreciation (depreciation) on investment securities 217 ----- Net Gain (Loss) on Investment Securities 176 ----- Net Increase (Decrease) in Net Assets Resulting from Operations $ 183 ===== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Large Cap Value 5 BlackRock Large Cap Value - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ------------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 7 $ 3 Net realized gain (loss) from investment securities (41) (192) Net unrealized appreciation (depreciation) on investment securities 217 (60) ------- -------- 183 (249) ------- -------- Distributions to Shareholders: From net investment income (2) (1) From net realized gains - - ------- --------- (2) (1) ------- ---------- Capital Share Transactions: Proceeds from shares sold 12 71 Dividends and distributions reinvested 2 1 Cost of shares redeemed (13) (58) ------- --------- 1 14 ------- --------- Net increase (decrease) in net assets 182 (236) ------- --------- Net Assets: Beginning of year 775 1,011 ------- --------- End of year $ 957 $ 775 ======= ========= Undistributed Net Investment Income (Loss) $ 9 $ 4 ======= ========= December 31, December 31, 2003 2002 ------------------ ------------------ Share Activity: Shares issued 1 8 Shares issued-reinvested from distributions - - Shares redeemed - (8) ------- -------- Net increase (decrease) in shares outstanding 1 - ======= ======= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Large Cap Value 6 BlackRock Large Cap Value - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) ------------------------------------------------------------------------------------------------------------ Investment Operations Distributions --------------------------------------------- --------------------------------------- Net Asset Net Asset For the Value, Net Net Realized From Net From Net Value, Period Beginning Investment and Unrealized Total Investment Realized Total End Ended (b) of Period Income (Loss) Gain (Loss) Operations Income Gains Distributions of Period ------------ ----------- --------------- ---------------- ------------ ------------ ---------- --------------- ---------- 12/31/2003 $ 7.35 $ 0.08 $ 1.66 $ 1.74 $ (0.02) $ - $ (0.02) $ 9.07 12/31/2002 9.65 0.02 (2.31) (2.29) (0.01) - (0.01) 7.35 12/31/2001 10.00 0.01 (0.36) (0.35) - - - 9.65 - --- ---------- --------- -------- -------- -------- --------- --- --------- -------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- 12/31/2003 23.76% $ 957 1.30% 6.10% 0.96% 130% 12/31/2002 (23.74) 775 1.30 8.79 0.28 146 12/31/2001 (3.50) 1,011 1.30 8.63 0.31 31 - --- ---------- ------ ------- ---- ---- ---- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception date of the Fund was August 17, 2001. (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Large Cap Value 7 BlackRock Large Cap Value - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. BlackRock Large Cap Value ("the Fund"), part of ATSF, began operations on August 17, 2001. The Fund will merge into PBHG/NWQ Value Select effective as of the close of business on April 30, 2004, subject to approval by Policyowners. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.80% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.30% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Advisory Fee Available for Waived Recapture Through -------------- ------------------ Fiscal Year 2001 $ 26 12/31/2004 Fiscal Year 2002 65 12/31/2005 Fiscal Year 2003 40 12/31/2006 Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Large Cap Value 8 BlackRock Large Cap Value - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) The Fund is authorized under the 12b-1 plan to pay fees up to the limit of 0.15%. AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003 there was no value of invested plan amounts. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 1,086 U.S. Government 7 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 1,048 U.S. Government 17 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 1 Long-term capital gains - 2003 Distributions paid from: Ordinary income 2 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 8 ====== Undistributed Long-term Capital Gains $ - ====== Capital Loss Carryforward $ (262) ====== Post October Loss $ - ====== Net Unrealized Appreciation (Depreciation) $ 150 ====== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 24 December 31, 2009 150 December 31, 2010 88 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 795 ===== Unrealized Appreciation $ 157 Unrealized (Depreciation) (7) ----- Net Unrealized Appreciation (Depreciation) $ 150 ===== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Large Cap Value 9 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of BlackRock Large Cap Value In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of BlackRock Large Cap Value (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Large Cap Value 10 BlackRock Mid Cap Growth - -------------------------------------------------------------------------------- MARKET ENVIRONMENT After two years of bitter struggle, the equity markets surged back to life in 2003. Broadly speaking, accommodative monetary and fiscal policies spurred U.S. economic growth, which in turn fostered improved corporate profits. At year-end, the federal funds target rate stood at a historically low 1.0%, while stimulus from the tax cuts continued to add momentum to the economy. Meanwhile, the decrease in geopolitical tensions following the conclusion of major combat operations in Iraq and the capture of Saddam Hussein significantly boosted consumer sentiment. By the close of the fourth quarter, gross domestic product ("GDP") had grown at a strong 4.0% rate. As economic data generally improved throughout the year, investors' risk appetite increased. Both the Dow Jones Industrial Average and the Standard and Poor's 500 Composite Stock Index posted significant gains, rising 28.28% and 28.67%, respectively, while the technology-laden NASDAQ Composite Index soared 50.01%. Small capitalization issues led the market's advance, with the small cap Russell 2000 Index rising 47.25%. Mid-cap issues also posted strong gains, with the Russell Midcap Index returning 40.06%. Large cap issues performed solidly as well, but lagged on a relative basis, with the large cap Russell 1000 Index gaining 29.89%. On a style-relative basis, large cap value slightly outperformed large cap growth, as the Russell 1000 Value Index returned 30.03%, versus a return of 29.75% for the Russell 1000 Growth Index. On a sector basis, standout performers included information technology ("IT") and materials. As investors sought increased beta, technology shares rose in tandem, while shares of materials producers benefited from strong demand in China. Lagging sectors included traditionally defensive areas such as healthcare and consumer staples. PERFORMANCE For the year ended December 31, 2003, BlackRock Mid Cap Growth returned 29.34%. By comparison its benchmark, the Russell Midcap Growth Index ("Russell MCG") returned 42.71%. STRATEGY REVIEW During the first quarter, stock selection had a positive impact on the portfolio's performance versus its benchmark, most notably within the IT sector. Holdings in the IT consulting and services industry added significantly to performance. The portfolio also benefited from strong stock selection within the healthcare sector. Holdings in the healthcare equipment & supplies industry such as St. Jude Medical, Inc. ("St. Jude") and Gilead Sciences, Inc. guided returns to the upside. One area of weakness occurred within the industrial sector as the portfolio's commercial services and supplies holdings lagged during the period. Specifically, DST Systems, Inc. and Robert Half International Inc. declined considerably during the quarter. During the second quarter, stock selection contributed negatively to the portfolio's performance versus its benchmark. Stock selection within the IT sector was the strongest contributor to performance for the period. In particular, the portfolio's holdings in the IT services industry added significantly to performance. Sector selection contributed negatively to performance during the quarter. The portfolio's overweight in the energy and healthcare sectors detracted significantly from performance relative to the benchmark. During the quarter, we increased our positions in the financial and IT sectors and decreased those in the health care sector. We also decreased our telecommunications, materials, and consumer discretionary holdings, while increasing our consumer staples and energy holdings. In general, our sector allocation is a function of our bottom-up stock selection process, and is therefore dependent on where we find attractive stocks within the universe. The lag in the portfolio's performance during the third quarter was primarily attributable to our overweight in the energy sector and our holdings in the health care and IT sectors. Conversely, our security selection in the consumer discretionary and industrials sectors were the main contributors to performance. Our commercial services and supplies holdings were one of the more notable contributors to performance for the quarter. Specifically, Career Education Corporation and Fluor Corporation appreciated significantly during the quarter and added to portfolio performance. Another area of the portfolio that benefited from our strong stock selection was the consumer discretionary sector. Our holdings in the specialty retail and multiline retail industries were particularly strong during the quarter, as Staples, Inc. and Dollar General Corporation appreciated strongly. Areas of weakness occurred in the health care and IT sectors. Our health care providers and services holdings lagged the index as AmerisourceBergen Corporation and Laboratory Corporation of America Holdings ("Lab Corp.") declined significantly during the quarter. Our IT services and software holdings underperformed the Russell Midcap Growth primarily due to the performance of The BISYS Group, Inc. During the fourth quarter, stock selection contributed positively to the portfolio's performance versus its benchmark. Stock selection within the health care sector was one of the strongest contributors to performance for the quarter. In particular, the portfolio's holdings in the health care equipment and supplies and health care providers and services industries added significantly to performance. Lab Corp. and St. Jude appreciated strongly during the quarter. Another area where stock selection was strong was within the IT. Holdings in the IT services, semiconductors and semiconductor equipment, and software industries were particularly strong during the quarter as Cognizant Technology Solutions Corporation, National Semiconductor Corporation, and Siebel Systems, Inc. appreciated. One area of portfolio weakness occurred within the consumer staples sector. Despite positive stock returns within the consumer staples sector for the quarter, our holdings within the sector underperformed those within the Russell MCG. Neil D. Wagner Brian E. Stack Co-Portfolio Managers BlackRock Advisors, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Mid Cap Growth 1 BlackRock Mid Cap Growth - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 inception of 8/17/01 through 12/31/03 Russell MSG Initial Class Index 8/17/01 10,000 10,000 9/30/01 8,670 8,305 12/31/01 10,280 10,553 3/31/02 10,140 10,366 6/30/02 8,630 8,473 9/30/02 7,190 7,018 12/31/02 7,430 7,661 3/31/03 7,400 7,660 6/30/03 8,440 9,096 9/30/03 8,630 9,747 12/31/03 9,610 10,933 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ------------- ---------- Initial Class 29.34% (1.66)% 8/17/01 Russell MCG(1) 42.71% 3.83% 8/17/01 - --------------- ----- ----- ------- Service Class - 23.87% 5/1/03 - --------------- ----- ----- ------- NOTES (1) The Russell Midcap Growth (Russell MCG) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Mid Cap Growth 2 BlackRock Mid Cap Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- -------------- COMMON STOCKS (97.7%) Apparel & Accessory Stores (5.1%) Abercrombie & Fitch Co.-Class A (a) 17,500 $ 432 Limited, Inc. (The) 29,030 523 Business Services (8.4%) BISYS Group, Inc. (The) (a) 21,400 318 ChoicePoint Inc. (a) 9,600 366 Lamar Advertising Company (a) 9,800 366 Manpower Inc. 5,600 264 SEI Investments Company 8,200 250 Chemicals & Allied Products (1.0%) Smith International, Inc. (a) 4,500 187 Communication (0.7%) Cablevision Systems Corporation-Class A (a) 5,600 131 Communications Equipment (1.7%) Harris Corporation 8,500 323 Computer & Data Processing Services (10.3%) BEA Systems, Inc. (a) 15,600 192 Ceridian Corporation (a) 21,000 440 Cognizant Technology Solutions Corporation (a) 3,800 173 DST Systems, Inc. (a) 4,900 205 Network Associates, Inc. (a) 38,000 572 Siebel Systems, Inc. (a) 25,600 355 Computer & Office Equipment (1.9%) Storage Technology Corporation (a) 13,700 353 Construction (1.8%) Fluor Corporation 8,400 333 Drug Stores & Proprietary Stores (1.8%) Omnicare, Inc. 8,500 343 Educational Services (1.3%) Career Education Corporation (a) 5,900 236 Electronic & Other Electric Equipment (2.2%) Energizer Holdings, Inc. (a) 10,900 409 Electronic Components & Accessories (7.3%) AMIS Holdings, Inc. (a) 2,100 38 Fairchild Semiconductor International, Inc.-Class A (a) 12,500 312 Intersil Corporation-Class A 8,800 219 Jabil Circuit, Inc. (a) 11,500 325 National Semiconductor Corporation (a) 9,122 359 NVIDIA Corporation (a) 4,600 107 Food & Kindred Products (2.3%) Dean Foods Company (a) 13,050 429 Shares Value -------------------- -------------- Health Services (4.9%) Laboratory Corporation of America Holdings (a) 9,400 $ 347 Triad Hospitals, Inc. (a) 6,545 218 Universal Health Services, Inc.-Class B 6,500 349 Hotels & Other Lodging Places (1.2%) Hilton Hotels Corporation 12,700 218 Industrial Machinery & Equipment (2.5%) Brunswick Corporation 9,200 293 Novellus Systems, Inc. (a) 4,300 181 Instruments & Related Products (1.8%) Alcon, Inc. 3,400 206 Teradyne, Inc. (a) 5,000 127 Insurance (1.4%) Anthem, Inc. (a) 2,900 218 AXIS Capital Holdings Limited 1,200 35 Insurance Agents, Brokers & Service (2.3%) Willis Group Holdings Limited 12,500 426 Manufacturing Industries (0.6%) LeapFrog Enterprises, Inc. (a) 4,500 119 Medical Instruments & Supplies (8.0%) Bard, (C.R.) Inc. 4,900 398 St. Jude Medical, Inc. (a) 6,600 405 Varian Medical Systems, Inc. (a) 6,500 449 Zimmer Holdings, Inc. (a) 3,400 239 Motion Pictures (0.6%) Regal Entertainment Group-Class A 5,000 103 Oil & Gas Extraction (9.2%) Apache Corporation 126 10 BJ Services Company (a) 6,600 237 ENSCO International Incorporated 5,800 158 GlobalSantaFe Corporation 42 1 Halliburton Company 9,500 247 Nabors Industries Ltd. (a) 4,167 173 Pioneer Natural Resources Company (a) 18,100 578 Pride International, Inc. (a) 6,400 119 Talisman Energy Inc. 3,600 204 Paper & Allied Products (2.4%) Pactiv Corporation (a) 6,300 151 Smurfit-Stone Container Corporation (a) 15,600 290 Pharmaceuticals (7.7%) Allergan, Inc. 3,200 246 AmerisourceBergen Corporation 6,200 348 Biovail Corporation (a) 10,900 234 Gilead Sciences, Inc. (a) 2,800 163 Shire Pharmaceuticals Group PLC-ADR (a) 15,454 449 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Mid Cap Growth 3 BlackRock Mid Cap Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------- ---------- Primary Metal Industries (1.4%) Andrew Corporation (a) 23,300 $ 268 Restaurants (4.0%) Brinker International, Inc. (a) 10,200 338 Outback Steakhouse, Inc. 4,000 177 Wendy's International, Inc. 6,000 235 Retail Trade (1.7%) Staples, Inc. (a) 11,800 322 Variety Stores (2.2%) Dollar General Corporation 20,000 420 ------- Total Common Stocks (cost: $15,431) 18,259 ------- Principal Value ------------- ------------ SHORT-TERM U.S. GOVERNMENT OBLIGATIONS (3.7%) Fannie Mae 0.80%, due 01/02/2004 $ 700 $ 700 -------- Total Short-Term U.S. Government Obligations (cost: $700) 700 -------- Total Investment Securities (cost: $16,131) $ 18,959 ======== SUMMARY: Investments, at value 101.4 % $ 18,959 Liabilities in excess of other assets (1.4)% (262) -------- -------- Net assets 100.0 % $ 18,697 ======== ======== NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. DEFINITIONS: ADR American Depositary Receipt The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Mid Cap Growth 4 BlackRock Mid Cap Growth - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $16,131) $ 18,959 Cash 39 Receivables: Dividends 5 --------- 19,003 --------- Liabilities: Investment securities purchased 285 Accounts payable and accrued liabilities: Management and advisory fees 15 Other 6 --------- 306 --------- Net Assets $ 18,697 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 19 Additional paid-in capital 15,515 Undistributed net investment income (loss) 7 Undistributed net realized gain (loss) from investment securities 328 Net unrealized appreciation (depreciation) on investment securities 2,828 --------- Net Assets $ 18,697 ========= Shares Outstanding: Initial Class 1,932 Service Class 13 Net Asset Value and Offering Price Per Share: Initial Class $ 9.61 Service Class 9.60 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 6 Dividends 94 ------- 100 ------- Expenses: Management and advisory fees 106 Transfer agent fees 2 Printing and shareholder reports 12 Custody fees 19 Administration fees 20 Auditing and accounting fees 9 Recaptured expenses 1 ------- Total expenses 169 ------- Net Investment Income (Loss) (69) ------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities 797 Increase (decrease) in unrealized appreciation (depreciation) on investment securities 2,849 ------- Net Gain (Loss) on Investments 3,646 ------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 3,577 ======= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Mid Cap Growth 5 BlackRock Mid Cap Growth - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (69) $ (19) Net realized gain (loss) from investment securities 797 (339) Net unrealized appreciation (depreciation) on investment securities 2,849 (109) ------- ------- 3,577 (467) ------- ------- Distributions to Shareholders: From net investment income: Initial Class - - Service Class - - ------- ------- - - ------- ------- From net realized gains: Initial Class - - Service Class - - ------- ------- - - ------- ------- Capital Share Transactions: Proceeds from shares sold: Initial Class 10,037 6,619 Service Class 120 - ------- ------- 10,157 6,619 ------- ------- Dividends and distributions reinvested: Initial Class - - Service Class - - ------- ------- - - ------- ------- Cost of shares redeemed: Initial Class (2,022) (219) Service Class (6) - ------- ------- (2,028) (219) ------- ------- 8,129 6,400 ------- ------- Net increase (decrease) in net assets 11,706 5,933 ------- ------- Net Assets: Beginning of year 6,991 1,058 ------- ------- End of year $18,697 $ 6,991 ======= ======= Undistributed Net Investment Income (Loss) $ 7 $ - ======== ======= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 1,238 866 Service Class 14 - ------- ------- 1,252 866 ------- ------- Shares issued-reinvested from distributions: Initial Class - - Service Class - - ------- ------- - - ------- ------- Shares redeemed: Initial Class (246) (29) Service Class (1) - ------- ------- (247) (29) ------- ------- Net increase (decrease) in shares outstanding 1,005 837 ======= ======= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Mid Cap Growth 6 BlackRock Mid Cap Growth - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 7.43 $ (0.04) $ 2.22 $ 2.18 12/31/2002 10.28 (0.06) (2.79) (2.85) 12/31/2001 10.00 (0.03) 0.31 0.28 - --------------- ---------- ------- --------- -------- -------- Service Class 12/31/2003 7.75 (0.05) 1.90 1.85 - --------------- ---------- ------- --------- -------- -------- For a share outstanding throughout each period (a) -------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ---------- Initial Class $ - $ - $ - $ 9.61 - - - 7.43 - - - 10.28 - --------------- --- --- --- ------- Service Class - - - 9.60 - --------------- --- --- --- ------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 29.34% $18,570 1.30% 1.30% (0.53)% 102% 12/31/2002 (27.72) 6,991 1.30 4.05 (0.80) 189 12/31/2001 2.80 1,058 1.30 9.52 (0.78) 148 - --------------- ---------- ------ ------- ---- ---- ----- --- Service Class 12/31/2003 23.87 127 1.55 1.55 (0.81) 102 - --------------- ---------- ------ ------- ---- ---- ----- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-August 17, 2001 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. The impact of recaptured expenses on the Ratio of Expenses to Average Net Assets was 0.01%. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Mid Cap Growth 7 BlackRock Mid Cap Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. BlackRock Mid Cap Growth ("the Fund"), part of ATSF, began operations on August 17, 2001. The Fund will merge into Transamerica Equity effective as of the close of business on April 30, 2004, subject to approval by Policyowners. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date, or in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.80% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.30% Expense Limit AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Mid Cap Growth 8 BlackRock Mid Cap Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Increase in Total Expenses Expense Recovered to Average by Advisor Net Assets - ------------------- --------------- $ 1 - Advisory Fee Available for Waived Recapture Through -------------- ------------------ Fiscal Year 2001 $ 29 12/31/2004 Fiscal Year 2002 64 12/31/2005 Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $1. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 21,131 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 12,758 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ - Undistributed net investment income (loss) 76 Undistributed net realized capital gains (loss) (76) AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Mid Cap Growth 9 BlackRock Mid Cap Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4-(continued) The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 352 ======= Undistributed Long-term Capital Gains $ 47 ======= Capital Loss Carryforward $ - ======= Post October Loss $ - ======= Net Unrealized Appreciation (Depreciation) $ 2,765 ======= The capital loss carryforward utilized during the period ended December 31, 2003 was $330. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $16,194 ======= Unrealized Appreciation $ 3,099 Unrealized (Depreciation) (334) ------- Net Unrealized Appreciation (Depreciation) $ 2,765 ======= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Mid Cap Growth 10 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of BlackRock Mid Cap Growth In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of BlackRock Mid Cap Growth (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 BlackRock Mid Cap Growth 11 Capital Guardian Global - -------------------------------------------------------------------------------- MARKET ENVIRONMENT After a slow start, global equity markets finished the year with not only almost every sector group posting double-digit gains, but every industry and country ending the year in the black in U.S. dollar terms. The U.S. dollar weakened substantially against the euro and the Australian dollar and to a lesser extent against the Yen and other major currencies. Spot prices for industrial commodities and precious metals surged and crude oil prices moved higher. The U.S. economy grew much faster than anticipated, productivity increased and an improvement in employment data finally began to materialize. The year started off on an uneven footing with political events overshadowing economic and corporate fundamentals. Emotions ran high among investors as stocks experienced substantial volatility, rising and falling on the ebb and flow of news about Iraq. High crude oil prices and terrorism concerns also helped restrain the U.S. stock market early in 2003. Stocks began to climb in Europe just prior to the end of major fighting in Iraq. An improvement in first-quarter earnings paved the way for a broad-based rally that lasted the rest of the year. The best returns in 2003 came from depressed industries such as technology and from stocks of low-quality companies whose prospects dramatically improved as their balance sheets recovered. Better global economic growth helped the European economy improve, although domestic demand in much of Europe remained problematic. Positive economic sentiment drove strong returns in a variety of cyclicals, though consumer staples stocks had less positive returns. The Japanese economy showed signs of firming, based largely on export growth and capital investment following the rebound in corporate profits. The economies of Hong Kong and Singapore also improved as the Pacific region continued to benefit from strong Chinese demand. Japanese bank and insurance stocks performed well, cyclical shares rose smartly, though technology stocks failed to extend gains made earlier in the year. PERFORMANCE For the year ended December 31, 2003, Capital Guardian Global returned 37.60%. By comparison its benchmark, the Morgan Stanley Capital International World Index returned 33.76%. STRATEGY REVIEW The portfolio benefited in 2003 from strong stock selection and an overweight in information technology ("IT"). While many of these companies were challenged in 2002, they benefited from the mild improvement in corporate spending this year and from more positive commentary coming from market leaders. Within this group, semiconductor-related and communications equipment companies had the largest gains. Within consumer staples, an underweight position and good stock selection were positive contributors during the year, as good results for tobacco far outweighed earnings disappointments in other areas of the sector. Overweight and stock selections were also beneficial in consumer discretionary where the portfolio's media and retail names did well. The biggest detractor for the year was an underweight and stock selection in financials. Primarily positions in U.S. consumer finance, Japanese capital markets and real estate, and European insurance and reinsurance companies that were beaten down earlier in the year. At the end of the year, the portfolio was overweight in IT, health care and telecommunications service and underweight in financials and utilities. Looking at the portfolio from a country perspective, it was underweight in the United States, market weight in Japan and overweight in Europe. Capital Guardian Trust Company Portfolio Manager AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 1 Capital Guardian Global - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 2/3/98 through 12/31/03 MSCI Int'l Initial Class World Index 2/3/98 $10,000 $10,000 3/31/98 11,140 11,131 6/30/98 11,050 11,367 9/30/98 9,070 10,014 12/31/98 10,660 12,139 3/31/99 10,710 12,583 6/30/99 12,390 13,194 9/30/99 12,030 13,010 12/31/99 15,760 15,215 3/31/00 16,630 15,382 6/30/00 15,066 14,848 9/30/00 14,370 14,113 12/31/00 13,331 13,250 3/31/01 12,159 11,557 6/30/01 12,650 11,878 9/30/01 10,344 10,179 12/31/01 11,949 11,061 3/31/02 12,074 11,108 6/30/02 10,740 10,109 9/30/02 8,587 8,259 12/31/02 9,617 8,899 3/31/03 9,074 8,459 6/30/03 10,818 9,918 9/30/03 11,542 10,408 12/31/03 13,233 11,903 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years Inception Date ----------- ------------ ----------- ---------- Initial Class 37.60% 4.42 % 4.86% 2/3/98 MSCIW(1) 33.76% (0.39)% 2.99% 2/3/98 - ------ ----- ----- ----- ------ Service Class - - 33.11% 5/1/03 - --------------- ----- ----- ----- ------ NOTES (1) The Morgan Stanley Capital International World (MSCIW) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Investments in global securities involve risks relating to political, social and economic developments abroad, foreign currency contracts for hedging, as well as risks resulting from the differences between the regulations to which U.S. and foreign issuer markets are subject. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Capital Guardian Global Portfolio, of the Endeavor Series Trust. Capital Guardian Trust Company has been the portfolio's sub-advisor since October 9, 2000. Prior to that a different firm managed the portfolio and the performance set forth above prior to October 9, 2000 is attributable to that firm. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 2 Capital Guardian Global - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ----------- ------------ CONVERTIBLE BONDS (0.7%) Cayman Islands (0.3%) SMFG Finance Ltd.-144A 2.25%, due 07/11/2005 $ 51,000 $ 891 United States (0.4%) Amazon.com, Inc. 4.75%, due 02/01/2009 672 680 6.88%, due 02/16/2010 265 332 --------- Total Convertible Bonds (cost: $1,078) 1,903 --------- Shares Value -------------------- --------------- CONVERTIBLE PREFERRED STOCKS (0.6%) Switzerland (0.4%) Compagnie Financiere Richemont AG-Units 42,904 $ 1,030 United States (0.2%) Chubb Corporation 20,200 582 --------- Total Convertible Preferred Stocks (cost: $1,434) 1,612 --------- PREFERRED STOCKS (0.3%) Australia (0.1%) News Corporation Limited (The)-ADR 5,625 170 Brazil (0.1%) Companhia Vale do Rio Doce-ADR 4,000 206 Telesp Celular SA 80 (d) Germany (0.1%) Fresenius Medical Care AG 10,900 549 --------- Total Preferred Stocks (cost: $711) 925 --------- COMMON STOCKS (92.9%) Australia (1.6%) Australia and New Zealand Banking Group Limited 35,454 472 Coca-Cola Amatil Limited 121,500 570 Foster's Group Limited 137,700 467 News Corporation Limited (The) 50,817 459 Publishing & Broadcasting Limited 59,700 563 Qantas Airways Limited 241,936 600 Wesfarmers Ltd. 17,100 341 Westpac Banking Corporation 29,500 355 Woolworths Limited 58,100 516 Austria (0.4%) Erste Bank der oesterreichischen Sparkassen AG 4,400 544 Telekom Austria AG (a) 42,001 519 Bermuda (0.8%) Ingersoll-Rand Company-Class A 9,500 645 PartnerRe Ltd. 10,100 586 XL Capital Ltd.-Class A 11,400 884 Shares Value -------------------- --------------- Brazil (0.1%) Companhia Vale do Rio Doce-ADR 3,100 $ 181 Canada (3.5%) Abitibi-Consolidated Inc. (b) 129,600 1,040 Alcan Inc. (a) 16,400 769 BCE Inc. (b) 29,900 669 Bombardier Inc.-Class B 471,300 1,995 Four Seasons Hotels Inc. (b) 10,500 537 Great-West Lifeco Inc. 12,400 437 Inco Limited (a) 19,000 760 Investors Group Inc. 12,000 288 Manulife Financial Corporation 13,400 434 Nexen Inc. 12,500 454 Suncor Energy Inc. 21,200 533 TELUS Corporation 29,300 549 Thomson Corporation (The) (a) 32,800 1,195 Denmark (0.3%) H. Lundbeck A/S 4,600 76 Novo Nordisk A/S-Class B 21,000 856 Finland (0.5%) Nokia Oyj 63,420 1,096 Nokia Oyj-ADR 8,600 146 France (6.1%) Air Liquide 5,000 883 BNP Paribas SA 29,100 1,832 Bouygues SA 28,400 993 Carrefour SA 14,700 807 Essilor International SA 18,000 931 France Telecom (a) 47,800 1,366 Groupe Danone SA 3,700 604 L'Oreal SA 6,700 549 Renault SA 18,600 1,283 Sanofi-Synthelabo 72,200 5,435 Schneider Electric SA 7,200 471 Vivendi Universal (a) 58,600 1,424 Germany (2.7%) Allianz AG-Registered Shares 8,500 1,073 Bayerische Motoren Werke AG (BMW) 11,500 536 DaimlerChrysler AG-Registered Shares 24,800 1,160 Deutsche Bank AG 6,800 565 Deutsche Borse AG 4,577 251 Infineon Technologies AG (a) 29,900 418 Muenchener Rueckversicherungs- Gesellschaft AG 8,228 1,005 SAP AG 1,600 270 SAP AG-ADR 24,000 997 Siemens AG-Registered Shares (b) 13,000 1,046 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 3 Capital Guardian Global - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Hong Kong (1.1%) Hang Lung Properties Limited 472,000 $ 605 Hang Seng Bank Limited 37,000 486 Hutchison Whampoa Limited 48,000 354 Johnson Electric Holdings Limited 86,000 110 Li & Fung Limited 363,000 622 Sun Hung Kai Properties Limited 113,000 935 Ireland (0.5%) CRH PLC (GBP) 5,500 113 CRH PLC (IRE) 24,000 493 RyanAir Holdings PLC-ADR (a)(b) 13,800 699 Japan (9.5%) AEON Co., Ltd. 45,000 1,507 Canon Inc. 14,000 652 Enplas Corporation 13,000 409 FANUC LTD 8,100 485 Fujitsu Limited (a) 98,000 578 Hirose Electric Co., Ltd. 4,200 482 Honda Motor Co., Ltd. 5,100 226 Hoya Corporation 7,500 688 Japan Telecom Co. Ltd. 86 230 Kansai Electric Power Company, Incorporated (The) 24,300 426 Millea Holdings, Inc. 61 796 Mitsubishi Corporation 62,000 657 Mitsubishi Estate Company, Limited 65,000 616 Mitsubishi Heavy Industries, Ltd. 177,000 492 Mitsubishi Motors Corporation (a)(b) 104,000 212 Mitsui Sumitomo Insurance Co., Ltd. 84,000 689 NEC Corporation 177,000 1,302 NEC Electronics Corporation (a) 400 29 Nidec Corporation (b) 5,400 512 Nikko Cordial Corporation 59,000 329 Nikon Corporation (a) 24,000 362 Nintendo Co., Ltd. 6,400 597 Nippon Steel Corporation 227,000 487 Nissan Motor Co., Ltd. (b) 101,000 1,153 Nissin Food Products Co., Ltd. 32,600 812 Nitto Denko Corporation 11,500 611 NTT DoCoMo, Inc. 111 252 OBIC Co., Ltd. 2,200 442 ORIX Corporation 6,400 529 Ricoh Company, Ltd. 26,000 513 Rohm Company, Ltd. 3,500 410 Sekisui House, Ltd. 15,000 155 Shimamura Co., Ltd. 7,600 516 Shin-Etsu Chemical Co., Ltd. 9,400 384 Shionogi & Co., Ltd. 28,000 521 SMC Corporation 3,700 460 Sony Corporation 5,700 197 Sumitomo Chemical Company, Limited 119,000 491 Shares Value -------------------- --------------- Japan (continued) Suzuki Motor Corporation 68,000 $ 1,006 Taiyo Yuden Co., Ltd. 30,000 392 Tokyo Electron Limited 18,700 1,420 Toray Industries, Inc. 58,000 242 Toyota Motor Corporation 23,000 777 Uni-Charm Corporation 7,000 344 Yahoo Japan Corporation (a)(b) 115 1,544 Yokogawa Electric Corporation 20,000 289 Mexico (0.2%) America Movil, SA de CV-Series L-ADR 8,400 230 America Telecom, SA de CV-ADR (a) 101,300 262 Netherlands (5.1%) ABN AMRO Holding NV 47,933 1,121 ASM Lithography Holding NV (a) 80,900 1,604 Heineken Holding NV-Class A 16,000 547 Heineken NV 40,150 1,528 ING Groep NV 16,215 378 Koninklijke KPN NV (a) 54,000 417 Koninklijke Philips Electronics NV 11,800 344 Koninklijke Philips Electronics NV-NY Registered Shares 2,100 61 Royal Dutch Petroleum Company 68,700 3,621 Royal Dutch Petroleum Company-NY Registered Shares 37,200 1,949 Royal Numico NV-CVA (a) 23,400 647 Unilever NV-CVA 14,500 948 Vedior NV-CVA 42,000 657 Norway (1.1%) Norsk Hydro ASA 28,400 1,749 Norske Skogindustrier ASA 22,200 423 Statoil ASA 76,700 860 Panama (0.2%) Carnival Corporation 16,300 648 Singapore (0.4%) Singapore Telecommunications Limited 313,600 362 United Overseas Bank Limited 66,000 513 Venture Manufacturing (Singapore) Ltd. 23,000 271 South Africa (0.4%) Sasol Limited 73,000 1,043 South Korea (0.2%) Samsung Electronics Co., Ltd.-GDR-144A (LUX) (a)(b) 2,250 423 Samsung Electronics Co., Ltd.-GDR-144A (USD) 580 109 Spain (1.2%) Banco Bilbao Vizcaya Argentaria, SA (b) 65,100 899 Inditex, SA 46,100 936 Repsol-YPF, SA 28,500 556 Telefonica SA 52,088 765 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 4 Capital Guardian Global - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Sweden (0.8%) Assa Abloy AB-Class B Free 58,200 $ 692 ForeningsSparbanken AB 72,000 1,416 Switzerland (3.7%) Chocoladefabriken Lindt & Sprungli AG 620 516 Holcim Ltd. 25,429 1,184 Nestle SA-Registered Shares 4,423 1,105 Nobel Biocare Holding AG 2,811 285 Novartis AG 65,380 2,967 Swatch Group AG (The)-Class B 5,100 612 Swiss Reinsurance Company-Registered Shares 14,768 997 Swisscom AG-Registered Shares 5,101 1,683 UBS AG-Registered Shares 9,300 637 Taiwan (0.3%) Taiwan Semiconductor Manufacturing Company Ltd.-ADR (a) 88,610 907 United Kingdom (10.8%) Amersham PLC 56,500 774 ARM Holdings PLC (a) 33,000 76 AstraZeneca PLC 132,200 6,440 AstraZeneca PLC-ADR (b) 54,500 2,637 BAE Systems PLC 19,400 58 Barclays PLC 93,500 834 BG Group PLC 234,600 1,204 BHP Billiton PLC (a) 239,047 2,088 British Sky Broadcasting Group PLC (a) 29,500 371 Corus Group PLC (a) 585,933 315 Corus Group PLC (a)(d) 413,600 - Diageo PLC 51,000 671 HBOS PLC 42,800 554 HSBC Holdings PLC (a) 90,074 1,415 National Grid Group PLC (The) 36,600 262 Pearson PLC 97,100 1,081 Prudential PLC 39,300 332 Reckitt Benckiser PLC 22,100 500 Reed International PLC 68,400 572 Royal Bank of Scotland Group PLC (The) 58,600 1,726 Smiths Group PLC 55,100 652 Standard Chartered PLC (a) 31,600 522 Unilever PLC 68,500 638 Vodafone Group PLC 2,185,966 5,419 Wolseley PLC 38,100 539 United States (41.4%) Advanced Micro Devices, Inc. (a) 41,600 620 AES Corporation (The) (a) 56,000 529 Agilent Technologies, Inc. (a) 51,700 1,512 Allergan, Inc. (b) 38,000 2,918 Altera Corporation (a)(b) 54,000 1,226 Altria Group, Inc. 20,600 1,121 Shares Value -------------------- --------------- United States (continued) Amazon.com, Inc. (a)(b) 10,700 $ 563 American International Group, Inc. 12,550 832 American Standard Companies Inc. (a) 12,100 1,218 AmeriCredit Corp. (a)(b) 10,600 169 Amgen Inc. (a) 45,500 2,811 Anheuser-Busch Companies, Inc. 16,800 885 Applera Corporation-Applied Biosystems Group 45,000 932 Applied Materials, Inc. (a) 151,259 3,396 Applied Micro Circuits Corporation (a) 71,900 430 AT&T Corp. (b) 71,900 1,460 Automatic Data Processing, Inc. 45,600 1,806 Avon Products, Inc. 5,500 371 Baker Hughes Incorporated 36,500 1,174 Bank One Corporation 25,900 1,181 Berkshire Hathaway Inc.-Class A (a) 28 2,359 Boise Cascade Corporation 4,500 148 Cablevision Systems Corporation-Class A (a)(b) 68,552 1,603 CheckFree Holdings Corporation (a) 17,400 481 ChevronTexaco Corporation 13,700 1,184 Cisco Systems, Inc. (a) 141,000 3,425 Citigroup Inc. 21,100 1,024 Comcast Corporation-Class A (a) 11,900 391 Costco Wholesale Corporation (a) 14,300 532 Cox Communications, Inc.-Class A (a) 20,300 699 Del Monte Foods Company (a) 54,800 570 Disney (Walt) Company (The) 24,600 574 Duke Energy Corporation 52,400 1,072 eBay Inc. (a) 18,200 1,176 Emerson Electric Co. 9,400 609 Exxon Mobil Corporation 53,300 2,185 Fannie Mae 27,600 2,072 FleetBoston Financial Corporation 39,600 1,729 Fluor Corporation 30,200 1,197 Forest Laboratories, Inc. (a) 64,100 3,961 Freddie Mac 21,400 1,248 General Electric Company 47,900 1,484 General Motors Corporation 10,200 545 Golden West Financial Corporation 21,800 2,250 Goldman Sachs Group, Inc. (The) 3,000 296 Heinz (H.J.) Company 7,000 255 Hughes Electronics Corporation (a) 50,298 832 Illinois Tool Works Inc. (b) 4,400 369 Intel Corporation 30,900 995 InterActiveCorp (a)(b) 45,200 1,534 International Business Machines Corporation 7,200 667 JDS Uniphase Corporation (a) 60,600 221 Kinder Morgan, Inc. 8,000 473 KLA -Tencor Corporation (a)(b) 53,800 3,156 Kraft Foods, Inc.-Class A (b) 15,000 483 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 5 Capital Guardian Global - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ---------- ------------ United States (continued) Lauder (Estee) Companies Inc. (The)-Class A 8,800 $ 345 Lilly (Eli) and Company 22,000 1,547 Lincare Holdings Inc. (a) 20,900 628 Linear Technology Corporation 12,300 517 Lowe's Companies, Inc. 33,600 1,861 Medtronic, Inc. 18,500 899 Microsoft Corporation 49,400 1,360 Monster Worldwide, Inc. (a)(b) 15,800 347 Morgan Chase & Co. (J.P.) 28,800 1,058 Navistar International Corporation (a)(b) 18,000 862 Northrop Grumman Corporation (b) 9,200 880 Novellus Systems, Inc. (a) 16,400 690 PacifiCare Health Systems, Inc. (a)(b) 8,000 541 PeopleSoft, Inc. (a) 67,200 1,532 Pepsi Bottling Group, Inc. (The) 38,300 926 PepsiCo, Inc. 14,100 657 Pfizer Inc. 91,100 3,219 PMC-Sierra, Inc. (a)(b) 45,700 921 PMI Group, Inc. (The) 13,900 517 Polycom, Inc. (a) 24,200 472 QUALCOMM Incorporated 63,100 3,403 Raytheon Company 15,400 463 Schlumberger Limited 31,000 1,696 SLM Corporation 39,300 1,481 Sprint Corporation (FON Group) 100,000 1,642 Sprint Corporation (PCS Group) (a)(b) 311,500 1,751 Starwood Hotels & Resorts Worldwide, Inc. 20,400 734 State Street Corporation 22,000 1,146 Sun Microsystems, Inc. (a) 74,900 336 Teradyne, Inc. (a) 55,700 1,418 Time Warner Inc. (a) 172,150 3,096 Thomson Corporation (The) 24,000 870 United Technologies Corporation 15,200 1,441 Unocal Corporation 44,500 1,639 Verizon Communications, Inc. 15,000 526 Washington Mutual, Inc. 48,400 1,942 Weatherford International Ltd. (a) 12,800 461 Wells Fargo & Company 23,900 1,407 Xilinx, Inc. (a) 17,700 686 --------- Total Common Stocks (cost: $197,061) 253,497 --------- Principal Value --------------------- --------------- SECURITY LENDING COLLATERAL (9.3%) Debt (7.4%) Bank Notes (0.3%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 120 $ 120 Fleet National Bank 1.00%, due 01/21/2004 449 449 National Bank of Commerce 1.19%, due 04/21/2004 374 374 Principal Value --------------------- --------------- Commercial Paper (2.0%) Compass Securitization-144A 1.08%, due 01/22/2004 $ 225 $ 225 Delaware Funding Corporation 1.08%, due 01/07/2004 149 149 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 225 225 1.09%, due 01/13/2004 150 150 1.08%, due 02/05/2004 299 299 General Electric Capital Corporation 1.09%, due 01/08/2004 373 373 1.09%, due 01/09/2004 225 225 1.08%, due 01/16/2004 298 298 Govco Incorporated-144A 1.07%, due 02/05/2004 374 374 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 374 374 1.09%, due 02/06/2004 374 374 1.10%, due 02/09/2004 218 218 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 374 374 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 225 225 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 434 434 1.08%, due 02/17/2004 747 747 Sheffield Receivables-144A 1.09%, due 01/21/2004 150 150 Euro Dollar Overnight (0.4%) BNP Paribas SA 0.97%, due 01/07/2004 748 748 Credit Agricole Indosuez 0.98%, due 01/02/2004 30 30 1.08%, due 01/06/2004 284 284 Euro Dollar Terms (1.8%) Bank of Montreal 1.06%, due 01/15/2004 146 146 1.06%, due 02/17/2004 299 299 Bank of Scotland 1.06%, due 04/02/2004 225 225 Citigroup Inc. 1.10%, due 01/22/2004 225 225 1.09%, due 02/06/2004 299 299 Credit Agricole Indosuez 1.08%, due 01/28/2004 150 150 Den Danske Bank 1.08%, due 01/20/2004 748 748 1.02%, due 01/30/2004 374 374 Royal Bank of Canada 1.05%, due 02/27/2004 749 749 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 6 Capital Guardian Global - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ----------- ------------ Euro Dollar Terms (continued) Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 $ 449 $ 449 1.08%, due 01/15/2004 150 150 1.08%, due 01/20/2004 75 75 Svenska Handelsbanken AB 1.09%, due 01/15/2004 75 75 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 449 449 Wells Fargo & Company 1.04%, due 01/30/2004 599 599 Master Notes (0.5%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 299 299 1.14%, due 09/08/2004 449 449 Morgan Stanley 1.05%, due 06/21/2004 719 719 Medium Term Notes (0.4%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 749 749 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 225 225 Repurchase Agreements (2.0%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated12/31/2003 to be repurchased at $1,751 on 01/02/2004 1,751 1,751 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $2,379 on 01/02/2004 2,379 2,379 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $1,421 on 01/02/2994 1,421 1,421 Shares Value --------------- ------------ Investment Companies (1.9%) Money Market Funds (1.9%) American AAdvantage Select Fund 1-day yield of 1.00% 367,166 $ 367 Money Market Funds (continued) Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 896,463 $ 896 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 3,898,118 3,898 --------- Total Security Lending Collateral (cost: $25,384) 25,384 --------- Total Investment Securities (cost: $225,668) $283,321 ========= SUMMARY: Investments, at value 103.8 % $283,321 Liabilities in excess of other assets (3.8)% (10,499) --------- --------- Net assets 100.0 % $272,822 ========= ========= Percentage of Net Assets Value -------------- ------------ INVESTMENTS BY INDUSTRY: Pharmaceuticals 12.5 % $ 34,034 Commercial Banks 8.3 % 22,327 Telecommunications 6.7 % 18,102 Insurance 4.0 % 10,861 Industrial Machinery & Equipment 3.9 % 10,634 Petroleum Refining 3.5 % 9,472 Instruments & Related Products 3.5 % 9,432 Electronic Components & Accessories 3.3 % 9,104 Oil & Gas Extraction 3.1 % 8,458 Computer & Office Equipment 3.1 % 8,457 Computer & Data Processing Services 2.9 % 8,027 Automotive 2.8 % 7,760 Food & Kindred Products 2.6 % 7,052 Electronic & Other Electric Equipment 2.3 % 6,321 Business Services 1.9 % 5,255 Beverages 1.9 % 5,237 Motion Pictures 1.9 % 5,150 Communications Equipment 1.7 % 4,645 Chemicals & Allied Products 1.6 % 4,478 Aerospace 1.6 % 4,374 Savings Institutions 1.5 % 4,192 Communication 1.3 % 3,525 U.S. Government Agencies 1.2 % 3,320 Metal Mining 1.2 % 3,235 Retail Trade 1.1 % 3,082 Medical Instruments & Supplies 1.1 % 2,889 Construction 0.9 % 2,345 Electric Services 0.8 % 2,289 Printing & Publishing 0.8 % 2,216 Real Estate 0.8 % 2,156 Lumber & Other Building Materials 0.7 % 1,861 Wholesale Trade Durable Goods 0.6 % 1,687 Gas Production & Distribution 0.6 % 1,677 Life Insurance 0.6 % 1,581 Primary Metal Industries 0.6 % 1,571 Transportation & Public Utilities 0.6 % 1,534 Personal Credit Institutions 0.5 % 1,481 Paper & Allied Products 0.5 % 1,463 Apparel & Accessory Stores 0.5 % 1,452 Security & Commodity Brokers 0.5 % 1,333 Food Stores 0.5 % 1,323 Air Transportation 0.5 % 1,299 Hotels & Other Lodging Places 0.5 % 1,271 Stone, Clay & Glass Products 0.4 % 1,184 Health Services 0.4 % 1,177 Lumber & Construction Materials 0.4 % 1,145 Manufacturing Industries 0.4 % 1,033 Beer, Wine & Distilled Beverages 0.4 % 1,014 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 7 Capital Guardian Global - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Percentage of Net Assets Value -------------- ------------ INVESTMENTS BY INDUSTRY (continued): Machinery, Equipment & Supplies 0.3 % $ 931 Water Transportation 0.2 % 648 Transportation Equipment 0.2 % 622 Amusement & Recreation Services 0.2 % 574 Variety Stores 0.2 % 532 Radio & Television Broadcasting 0.1 % 371 Holding & Other Investment Offices 0.1 % 354 Textile Mill Products 0.1 % 242 Paper & Paper Products 0.1 % 148 ----- --------- Investments, at market value 94.5 % 257,937 Short-term investments 9.3 % 25,384 Other assets in excess of liabilities (3.8)% (10,499) ----- --------- Net assets 100.0 % $ 272,822 ====== ========= FORWARD FOREIGN CURRENCY CONTRACTS: - --------------------------------------------------------------------------- Amount in U.S. Dollars Net Unrealized Bought Settlement Bought Appreciation Currency (Sold) Date (Sold) (Depreciation) - ----------------- ------------- ------------ -------------- --------------- Canadian Dollar 156 01/05/2004 $ 121 $ (1) Canadian Dollar 1,571 04/27/2004 1,199 11 Danish Krone (30) 01/02/2004 (5) -- Eruo Dollar 282 01/02/2004 354 2 Euro Dollar (5) 01/02/2004 (7) -- Euro Dollar 206 01/05/2004 261 (1) Euro Dollar (5) 01/05/2004 (7) -- Euro Dollar 185 03/23/2004 229 4 Euro Dollar (1,016) 04/27/2004 (1,199) (79) Japanese Yen 1,594 01/05/2004 15 -- Japanese Yen 1,075 01/06/2004 10 -- Japanese Yen (64,852) 03/04/2004 (599) (7) Swedish Krona 493 01/07/2004 69 -- Swiss Franc 134 01/05/2004 108 -- Swiss Franc 7 01/06/2004 6 -- Swiss Franc 1,005 01/30/2004 715 98 Swiss Franc (1,005) 01/30/2004 (746) (67) Swiss Franc (2,746) 05/12/2004 (2,018) (209) --------- -------- $(1,494) $ (249) ========= ======== NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $24,322. (c) Cash collateral for the Repurchase Agreements, valued at $5,665, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) Value is less than $1. DEFINITIONS: ADR American Depositary Receipt CVA Certificaaten Von Wandelen (share certificates) GDR Global Depository Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2003, these securities aggregated $1,423 or 0.52% of the net assets of the fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 8 Capital Guardian Global - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $225,668) (including $24,322 of securities loaned) $283,321 Cash 17,115 Foreign cash (cost: $45) 46 Receivables: Investment securities sold 19 Interest 41 Dividends 220 Dividend reclaims receivable 37 Unrealized appreciation on forward foreign currency contracts 115 Other 26 --------- 300,940 --------- Liabilities: Investment securities purchased 2,103 Accounts payable and accrued liabilities: Management and advisory fees 235 Distribution fees 1 Payable for collateral for securities on loan 25,384 Unrealized depreciation on forward foreign currency contracts 364 Other 31 --------- 28,118 --------- Net Assets $272,822 ========= Net Assets Consist of: Capital stock 50,000 shares authorized ($.01 par value) $ 234 Additional paid-in capital 221,247 Undistributed net investment income (loss) 1,227 Accumulated net realized gain (loss) from investment securities and foreign currency transactions (7,299) Net unrealized appreciation (depreciation) on: Investment securities 57,653 Translation of assets and liabilities denominated in foreign currencies (240) --------- Net Assets $272,822 ========= Shares Outstanding: Initial Class 23,295 Service Class 104 Net Asset Value and Offering Price Per Share: Initial Class $ 11.66 Service Class 11.66 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 128 Dividends 3,230 Income from loaned securities-net 59 Less withholding taxes on foreign dividends (230) -------- 3,187 -------- Expenses: Management and advisory fees 2,035 Transfer agent fees 2 Printing and shareholder reports 24 Custody fees 133 Administration fees 20 Legal fees 2 Auditing and accounting fees 12 Directors fees 7 Other 9 Service fees: Service Class 1 -------- Total expenses 2,245 -------- Net Investment Income (loss) 942 -------- Net Realized Gain (Loss) from: Investment securities 1,119 Foreign currency transactions 439 -------- 1,558 -------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 67,475 Translation of assets and liabilities denominated in foreign currencies (397) -------- 67,078 -------- Net Gain (Loss) on Investment Securities and Foreign Currency Transactions 68,636 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 69,578 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 9 Capital Guardian Global - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ---------------- ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 942 $ 116 Net realized gain (loss) from investment securities and foreign currency transactions 1,558 (5,657) Net unrealized appreciation (depreciation) on investment securities and foreign currency translation 67,078 (5,553) --------- --------- 69,578 (11,094) --------- --------- Distributions to Shareholders: From net investment income: Initial Class (406) (143) Service Class - - --------- --------- (406) (143) --------- --------- From net realized gains: Initial Class - - Service Class - - --------- --------- - - --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 88,443 115,699 Service Class 1,345 - --------- --------- 89,788 115,699 --------- --------- Dividends and distributions reinvested: Initial Class 406 143 Service Class - - --------- --------- 406 143 --------- --------- Cost of shares redeemed: Initial Class (6,730) (28,635) Service Class (261) - --------- --------- (6,991) (28,635) --------- --------- 83,203 87,207 --------- --------- Net increase (decrease) in net assets 152,375 75,970 --------- --------- Net Assets: Beginning of year 120,447 44,477 --------- --------- End of year $ 272,822 $ 120,447 ========= ========= Undistributed Net Investment Income (Loss) $ 1,227 $ 248 ========= ========= December 31, December 31, 2003 2002 ---------------- ---------------- Share Activity: Shares issued: Initial Class 9,771 12,887 Service Class 128 - --------- --------- 9,899 12,887 --------- --------- Shares issued-reinvested from distributions: Initial Class 42 17 Service Class - - --------- --------- 42 17 --------- --------- Shares redeemed: Initial Class (710) (2,921) Service Class (24) - --------- --------- (734) (2,921) --------- --------- Net increase (decrease) in shares outstanding 9,207 9,983 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 10 Capital Guardian Global - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 8.49 $ 0.05 $ 3.14 $ 3.19 12/31/2002 10.57 0.01 (2.07) (2.06) 12/31/2001 12.06 - (1.22) (1.22) 12/31/2000 15.77 0.02 (2.37) (2.35) 12/31/1999 10.66 (0.01) 5.12 5.11 - --------------- ---------- --------- -------- -------- -------- Service Class 12/31/2003 8.76 (0.01) 2.91 2.90 - --------------- ---------- --------- -------- -------- -------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Year ------------ ----------- --------------- ------------ Initial Class $ (0.02) $ - $ (0.02) $ 11.66 (0.02) - (0.02) 8.49 - (0.27) (0.27) 10.57 - (1.36) (1.36) 12.06 - - - 15.77 - --------------- --------- --------- --------- --------- Service Class - - - 11.66 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 37.60% $ 271,610 1.14% 1.14% 0.48% 20% 12/31/2002 (19.52) 120,447 1.29 1.29 0.17 33 12/31/2001 (10.36) 44,477 1.34 1.35 0.03 45 12/31/2000 (15.42) 50,351 1.28 1.30 0.08 303 12/31/1999 47.84 40,770 1.48 1.49 (0.12) 157 - --------------- ---------- ------ --------- ---- ---- ----- --- Service Class 12/31/2003 33.11 1,212 1.39 1.39 (0.14) 20 - --------------- ---------- ------ --------- ---- ---- ----- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-February 3, 1998 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) For the year ended December 31, 2003, Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). For the year ended December 31, 2002, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly. For the year ended December 31, 2001 and prior years, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly and credits allowed by the custodian. (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 11 Capital Guardian Global - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Capital Guardian Global ("the Fund"), part of ATSF, began operations as Capital Guardian Global Portfolio, a part of the Endeavor Series Trust on February 3, 1998. The Fund became part of ATSF on May 1, 2002. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $44 are included in net realized gains in the Statement of Operations. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $25 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 12 Capital Guardian Global - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as in the Schedule of Investments. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in market value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (i.e. through the asset allocation funds): Net % of Assets Net Assets ----------- ----------- Asset Allocation-Conservative Portfolio $ 18,239 7% Asset Allocation-Moderate Portfolio 38,770 14% Asset Allocation-Moderate Growth Portfolio 29,145 11% Asset Allocation-Growth Portfolio 28,696 11% -- 43% == Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following stated break points: 1.05% of the first $150 million of ANA 1.00% of the next $150 million of ANA 0.95% of the next $200 million of ANA 0.925% of ANA over $500 million AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 13 Capital Guardian Global - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.32% Expense Limit Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $9. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 109,534 U.S. Government 2,099 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 37,787 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (4) Undistributed net investment income (loss) 443 Undistributed net realized capital gains (loss) (439) The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 143 Long-term capital gains - 2003 Distributions paid from: Ordinary income 406 Long-term capital gains - AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 14 Capital Guardian Global - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4-(continued) The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 1,287 ======== Undistributed Long-term Capital Gains $ - ======== Capital Loss Carryforward $ (6,397) ======== Post October Currency Loss $ 311 ======== Net Unrealized Appreciation (Depreciation) $ 56,753 ======== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 1,687 December 31, 2009 3,505 December 31, 2010 1,205 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $226,568 ========= Unrealized Appreciation $ 58,479 Unrealized (Depreciation) (1,726) --------- Net Unrealized Appreciation (Depreciation) $ 56,753 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 15 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Capital Guardian Global In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Capital Guardian Global (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Global 16 Capital Guardian U.S. Equity - -------------------------------------------------------------------------------- MARKET ENVIRONMENT The year ended with stocks climbing higher in the fourth quarter, adding double-digit gains to an already good year. In the fourth quarter, earnings reports were better than expected and companies began to attribute profits to growing revenues rather than cost cutting, which had been the main source of better profits in the previous two quarters. The year started off on an uneven footing with political events overshadowing economic and corporate fundamentals. Emotions ran high among investors as stocks experienced substantial volatility, rising and falling on the ebb and flow of news about Iraq. High crude oil prices and terrorism concerns also helped restrain the U.S. stock market early in 2003. Following the end of major fighting in Iraq, stocks began their climb. An improvement in first-quarter earnings paved the way for a broad-based rally that lasted the rest of the year. The best results in 2003 came from depressed industries such as technology and from stocks of low-quality companies whose prospects dramatically improved as their balance sheets recovered. The weaker U.S. currency also enhanced profits for some companies. Investors were also encouraged by the Federal Reserve Board's reluctance to raise interest rates during 2003 and by generally favorable economic news. The U.S. economy grew much faster than anticipated, productivity soared and the long-awaited improvement in employment data finally began to materialize towards the end of 2003. PERFORMANCE For the year ended December 31, 2003, Capital Guardian U.S. Equity returned 36.50%. By comparison its benchmark, the Standard and Poor's 500 Composite Stock Index returned 28.67%. STRATEGY REVIEW The biggest contributor to relative returns during the year was the portfolio's overweight position and strong stock selection in the information technology ("IT") sector, primarily within the communications equipment and semiconductor capital equipment stocks. While many of these companies were challenged in 2002, they benefited from the mild improvement in corporate spending this year and from more positive commentary coming from market leaders. Within this group, semiconductor-related companies had the largest gains. Similarly, large holdings in the pharmaceuticals, media, leisure, and utilities, areas that suffered last year, surged during the year, though there were some portfolio holdings in the consumer discretionary sectors that dampened results. Within consumer staples, an underweight position and good stock selection were positive contributors during the year, as good results for food products far outweighed earnings disappointments in other areas of the sector. The largest detractor for the year was in the energy sector where both stock selection and an overweight position hurt relative results. While the portfolio's holdings in the financial sector kept pace with the overall market during the year, they underperformed the broad financial sector and detracted from results. Generally names that underperformed came from the insurance, consumer finance and thrifts and mortgage finance industries. At the end of the year, the portfolio was overweight in health care, IT and energy, and underweight in consumer staples and financials. During the year, we reduced or eliminated a number of holdings that had recently outperformed or in which we had lost conviction, and purchased stocks that we believed had better prospects. In many cases these purchases were of stocks that had lagged since the market upturn. Capital Guardian Trust Company Portfolio Manager AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian U.S. Equity 1 Capital Guardian U.S. Equity - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 8/17/01 through 12/31/03 Initial Class S&P 500 10/9/00 $10,000 $10,000 12/31/00 10,100 9,398 3/31/01 9,240 8,285 6/30/01 10,039 8,769 9/30/01 8,336 7,483 12/31/01 9,758 8,282 3/31/02 9,839 8,305 6/30/02 8,125 7,193 9/30/02 6,581 5,951 12/31/02 7,436 6,452 3/31/03 7,336 6,249 6/30/03 8,684 7,211 9/30/03 8,971 7,401 12/31/03 10,150 8,302 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ----------- ---------- Initial Class 36.50% 0.46% 10/9/00 S&P 500(1) 28.67% (5.59)% 10/9/00 - --------------- ----- ----- ------- Service Class - 26.51% 5/1/03 - --------------- ----- ----- ------- NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Capital Guardian U.S. Equity of Endeavor Series Trust. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. The historical financial information for periods prior to May 1, 2002 has been derived from the history of the predecessor portfolio, Capital Guardian U.S. Equity Portfolio of Endeavor Series Trust. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian U.S. Equity 2 Capital Guardian U.S. Equity - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ----------- ------------ CONVERTIBLE BONDS (0.3%) Retail Trade (0.3%) Amazon.com, Inc. 4.75%, due 02/01/2009 $ 834 $ 843 --------- Total Convertible Bonds (cost: $630) 843 --------- Shares Value -------------------- --------------- CONVERTIBLE PREFERRED STOCKS (0.3%) Primary Metal Industries (0.3%) Phelps Dodge Corporation (b) 4,900 $ 829 --------- Total Convertible Preferred Stocks (cost: $439) 829 --------- PREFERRED STOCKS (0.1%) Motion Pictures (0.1%) News Corporation Limited (The)-ADR 6,178 187 --------- Total Preferred Stocks (cost: $179) 187 --------- COMMON STOCKS (97.2%) Aerospace (1.7%) Northrop Grumman Corporation 14,700 1,405 United Technologies Corporation 28,900 2,739 Amusement & Recreation Services (0.3%) Disney (Walt) Company (The) 35,900 838 Automotive (0.4%) Navistar International Corporation (a)(b) 18,400 881 Automotive Dealers & Service Stations (0.4%) AutoNation, Inc. (a) 47,800 878 Beverages (1.6%) Anheuser-Busch Companies, Inc. 35,500 1,870 Pepsi Bottling Group, Inc. (The) 21,100 510 PepsiCo, Inc. 33,600 1,566 Business Services (2.4%) CheckFree Holdings Corporation (a)(b) 43,700 1,208 eBay Inc. (a) 30,800 1,989 Interpublic Group of Companies, Inc. (The) (a)(b) 44,900 700 Monster Worldwide, Inc. (a)(b) 38,700 850 Robert Half International Inc. (a) 23,400 546 Thomson Corporation (The) 14,900 540 Chemicals & Allied Products (2.6%) Air Products and Chemicals, Inc. 38,900 2,055 Avon Products, Inc. 6,700 452 Dow Chemical Company (The) 11,000 457 du Pont (E.I.) de Nemours and Company 32,300 1,482 Lauder (Estee) Companies Inc. (The)-Class A 25,200 989 Procter & Gamble Company (The) 9,200 919 Shares Value -------------------- --------------- Commercial Banks (3.9%) Bank One Corporation 82,200 $ 3,747 Citigroup Inc. 9,567 464 FleetBoston Financial Corporation 13,900 607 Morgan Chase & Co. (J.P.) 34,100 1,252 State Street Corporation 25,700 1,338 Wells Fargo & Company 32,000 1,884 Communication (2.4%) Cablevision Systems Corporation-Class A (a)(b) 76,073 1,779 Comcast Corporation-Class A (a) 13,500 444 Cox Communications, Inc.-Class A (a)(b) 51,700 1,781 Hughes Electronics Corporation (a) 55,237 914 Viacom, Inc.-Class B 17,900 794 Communications Equipment (2.5%) Corning Incorporated (a) 22,600 236 QUALCOMM Incorporated 92,700 4,999 Siemens AG-ADR (b) 10,000 799 Computer & Data Processing Services (5.4%) Affiliated Computer Services, Inc.-Class A (a)(b) 16,800 915 Automatic Data Processing, Inc. 61,900 2,452 Cadence Design Systems, Inc. (a)(b) 47,500 854 Microsoft Corporation 117,800 3,244 PeopleSoft, Inc. (a) 89,300 2,036 Sabre Holdings Corporation (b) 48,500 1,047 SAP AG-ADR 32,600 1,355 VeriSign, Inc. (a) 58,100 947 Computer & Office Equipment (3.2%) Apple Computer, Inc. (a) 21,700 464 Cisco Systems, Inc. (a) 152,700 3,709 Hewlett-Packard Company 16,057 369 International Business Machines Corporation 15,100 1,399 Lexmark International Group, Inc. (a) 8,700 684 Sun Microsystems, Inc. (a) 247,200 1,110 Construction (0.9%) Fluor Corporation 55,700 2,208 Electric Services (2.3%) AES Corporation (The) (a) 222,500 2,100 American Electric Power Company, Inc. 17,700 540 Duke Energy Corporation 75,900 1,552 FirstEnergy Corp. 14,600 514 Pinnacle West Capital Corporation 18,200 728 Electric, Gas & Sanitary Services (0.3%) NiSource Inc. 37,600 825 Electrical Goods (0.4%) Avnet, Inc. (a) 39,000 845 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian U.S. Equity 3 Capital Guardian U.S. Equity - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Electronic & Other Electric Equipment (2.5%) Emerson Electric Co. 26,000 $ 1,684 General Electric Company 139,600 4,325 Electronic Components & Accessories (3.0%) Altera Corporation (a)(b) 57,700 1,310 Applied Micro Circuits Corporation (a) 47,000 281 Intel Corporation 49,800 1,604 JDS Uniphase Corporation (a) 135,400 494 Linear Technology Corporation 17,100 719 PMC-Sierra, Inc. (a)(b) 67,000 1,350 Tyco International Ltd. 16,600 440 Xilinx, Inc. (a) 28,000 1,085 Food & Kindred Products (3.1%) Altria Group, Inc. 49,400 2,688 Campbell Soup Company (b) 60,000 1,608 Heinz (H.J.) Company 15,700 572 Kraft Foods, Inc.-Class A (b) 28,500 918 Unilever NV-NY Shares (b) 27,100 1,759 Furniture & Home Furnishings Stores (0.5%) Williams-Sonoma, Inc. (a)(b) 34,800 1,210 Gas Production & Distribution (0.5%) Equitable Resources, Inc. 13,700 588 Kinder Morgan, Inc. 14 1 Williams Companies, Inc. (The) 57,100 561 Health Services (1.7%) HCA Inc. 15,200 653 Health Management Associates, Inc.-Class A 18,000 432 Lincare Holdings Inc. (a)(b) 72,500 2,177 Triad Hospitals, Inc. (a) 22,000 732 Hotels & Other Lodging Places (0.2%) Starwood Hotels & Resorts Worldwide, Inc. 14,300 514 Industrial Machinery & Equipment (5.1%) American Standard Companies Inc. (a) 26,400 2,658 Applied Materials, Inc. (a) 197,900 4,443 ASM Lithography Holding NV-NY Registered Shares (a) 40,300 808 Baker Hughes Incorporated 37,300 1,200 Illinois Tool Works Inc. 10,900 915 Ingersoll-Rand Company-Class A 23,400 1,588 Novellus Systems, Inc. (a) 13,600 572 Instruments & Related Products (4.2%) Agilent Technologies, Inc. (a) 87,400 2,556 Applera Corporation-Applied Biosystems Group (b) 105,700 2,189 Credence Systems Corporation (a) 9,700 128 KLA-Tencor Corporation (a) 55,100 3,233 Raytheon Company 8,800 264 Teradyne, Inc. (a) 73,000 1,858 Shares Value -------------------- --------------- Insurance (4.0%) American International Group, Inc. 11,400 $ 756 Berkshire Hathaway Inc.-Class A (a) 39 3,286 Chubb Corporation 13,800 940 CIGNA Corporation 11,500 661 Cincinnati Financial Corporation 6,200 260 Everest Re Group, Ltd. 3,400 288 PMI Group, Inc. (The) 42,000 1,564 XL Capital Ltd.-Class A 20,700 1,605 Insurance Agents, Brokers & Service (0.4%) Hartford Financial Services Group, Inc. (The) 14,399 850 Lumber & Other Building Materials (1.7%) Lowe's Companies, Inc. 72,100 3,994 Medical Instruments & Supplies (1.0%) Becton, Dickinson and Company 21,300 876 Guidant Corporation 18,575 1,118 Medtronic, Inc. 9,400 457 Metal Mining (0.2%) Newmont Mining Corporation 12,200 593 Motion Pictures (1.4%) Time Warner Inc. (a) 168,750 3,036 Vivendi Universal-ADR (a) 17,800 432 Oil & Gas Extraction (4.2%) BJ Services Company (a) 28,900 1,038 Schlumberger Limited 63,500 3,475 Transocean Inc. (a) 31,700 761 Unocal Corporation 91,900 3,386 Weatherford International Ltd. (a) 41,900 1,508 Paper & Allied Products (0.6%) International Paper Company 14,000 604 Kimberly-Clark Corporation 12,900 762 Paper & Paper Products (0.1%) Boise Cascade Corporation 8,400 276 Personal Credit Institutions (2.3%) SLM Corporation 145,600 5,486 Petroleum Refining (3.2%) ChevronTexaco Corporation 9,700 838 Exxon Mobil Corporation 100,500 4,121 Royal Dutch Petroleum Company-NY Registered Shares 52,800 2,766 Pharmaceuticals (14.4%) Allergan, Inc. 77,200 5,930 Amgen Inc. (a) 50,700 3,133 AstraZeneca PLC-ADR (b) 228,300 11,045 Forest Laboratories, Inc. (a) 143,700 8,881 Lilly (Eli) and Company 35,000 2,462 Pfizer Inc. 89,300 3,155 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian U.S. Equity 4 Capital Guardian U.S. Equity - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ---------- ------------ Printing & Publishing (0.2%) Knight-Ridder, Inc. 7,000 $ 542 Radio & Television Broadcasting (0.2%) Entercom Communications Corp. (a) 2,100 111 Radio One, Inc.-Class D (a)(b) 23,500 454 Radio, Television & Computer Stores (0.3%) RadioShack Corporation 24,800 761 Railroads (0.2%) Union Pacific Corporation 7,800 542 Restaurants (0.2%) McDonald's Corporation 17,700 439 Retail Trade (0.3%) Amazon.com, Inc. (a)(b) 15,000 790 Savings Institutions (2.1%) Golden West Financial Corporation 17,700 1,826 Washington Mutual, Inc. 83,300 3,343 Security & Commodity Brokers (0.5%) AmeriCredit Corp. (a)(b) 47,900 763 Goldman Sachs Group, Inc. (The) 4,900 484 Telecommunications (3.4%) AT&T Corp. 61,600 1,250 SBC Communications Inc. 6,400 167 Sprint Corporation (FON Group) 243,600 4,000 Sprint Corporation (PCS Group) (a)(b) 350,700 1,971 Verizon Communications, Inc. 21,800 765 Transportation & Public Utilities (1.6%) InterActiveCorp (a)(b) 62,800 2,131 Kinder Morgan Management, LLC (a) 40,955 1,759 U.S. Government Agencies (1.9%) Fannie Mae 38,700 2,905 Freddie Mac 29,100 1,697 Variety Stores (0.8%) Costco Wholesale Corporation (a) 53,000 1,971 Water Transportation (0.5%) Carnival Corporation 33,100 1,315 --------- Total Common Stocks (cost: $191,501) 234,255 --------- Principal Value --------------------- --------------- SECURITY LENDING COLLATERAL (16.7%) Debt (13.3%) Bank Notes (0.6%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 191 $ 191 Fleet National Bank 1.00%, due 01/21/2004 715 715 National Bank of Commerce 1.19%, due 04/21/2004 596 596 Principal Value --------------------- --------------- Commercial Paper (3.4%) Compass Securitization-144A 1.08%, due 01/22/2004 $ 358 $ 358 Delaware Funding Corporation 1.08%, due 01/07/2004 237 237 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 358 358 1.09%, due 01/13/2004 238 238 1.08%, due 02/05/2004 476 476 General Electric Capital Corporation 1.09%, due 01/08/2004 594 594 1.09%, due 01/09/2004 358 358 1.08%, due 01/16/2004 475 475 Govco Incorporated-144A 1.07%, due 02/05/2004 595 595 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 595 595 1.09%, due 02/06/2004 595 595 1.10%, due 02/09/2004 348 348 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 595 595 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 358 358 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 691 691 1.08%, due 02/17/2004 1,189 1,189 Sheffield Receivables-144A 1.09%, due 01/21/2004 238 238 Euro Dollar Overnight (0.7%) BNP Paribas SA 0.97%, due 01/07/2004 1,191 1,191 Credit Agricole Indosuez 0.98%, due 01/02/2004 48 48 1.08%, due 01/06/2004 453 453 Euro Dollar Terms (3.3%) Bank of Montreal 1.06%, due 01/15/2004 233 233 1.06%, due 02/17/2004 477 477 Bank of Scotland 1.06%, due 04/02/2004 358 358 Citigroup Inc. 1.10%, due 01/22/2004 358 358 1.09%, due 02/06/2004 477 477 Credit Agricole Indosuez 1.08%, due 01/28/2004 238 238 Den Danske Bank 1.08%, due 01/20/2004 1,191 1,191 1.02%, due 01/30/2004 596 596 Royal Bank of Canada 1.05%, due 02/27/2004 1,191 1,191 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian U.S. Equity 5 Capital Guardian U.S. Equity - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value -------------- ------------ Euro Dollar Terms (continued) Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 $ 715 $ 715 1.08%, due 01/15/2004 238 238 1.08%, due 01/20/2004 119 119 Svenska Handelsbanken AB 1.09%, due 01/15/2004 119 119 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 715 715 Wells Fargo & Company 1.04%, due 01/30/2004 952 952 Master Notes (1.0%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 477 477 1.14%, due 09/08/2004 715 715 Morgan Stanley 1.05%, due 06/21/2004 1,143 1,143 Medium Term Notes (0.6%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 1,191 1,191 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 358 358 Repurchase Agreements (3.7%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $2,789 on 01/02/2004 2,789 2,789 Principal Value -------------- ------------ Repurchase Agreements (continued) Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $3,790 on 01/02/2004 $ 3,790 $ 3,790 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $2,264 on 01/02/2004 2,264 2,264 Shares Value --------------- ------------ Investment Companies (3.4%) Money Market Funds (3.4%) American AAdvantage Select Fund 1-day yield of 1.00% 584,553 $ 585 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 1,427,230 1,427 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 6,206,068 6,206 --------- Total Security Lending Collateral (cost: $40,414) 40,414 --------- Total Investment Securities (cost: $233,163) $ 276,528 ========= SUMMARY: Investments, at value 114.6 % $ 276,528 Liabilities in excess of other assets (14.6)% (35,248) --------- --------- Net assets 100.0 % $ 241,280 ========= ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $38,855. (c) Cash collateral for the Repurchase Agreements, valued at $9,019, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: ADR American Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian U.S. Equity 6 Capital Guardian U.S. Equity - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $233,163) (including $38,855 of securities loaned) $276,528 Cash 5,540 Receivables: Investment securities sold 65 Interest 19 Dividends 264 Other 36 --------- 282,452 --------- Liabilities: Investment securities purchased 540 Accounts payable and accrued liabilities: Management and advisory fees 181 Distribution fees 1 Payable for collateral for securities on loan 40,414 Other 36 --------- 41,172 --------- Net Assets $241,280 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 240 Additional paid-in capital 202,776 Undistributed net investment income (loss) 729 Accumulated net realized gain (loss) from investment securities (5,830) Net unrealized appreciation (depreciation) on investment securities 43,365 --------- Net Assets $241,280 ========= Shares Outstanding: Initial Class 23,740 Service Class 232 Net Asset Value and Offering Price Per Share: Initial Class $ 10.07 Service Class 10.07 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 124 Dividends 2,207 Income from loaned securities-net 27 Less withholding taxes on foreign dividends (20) -------- 2,338 -------- Expenses: Management and advisory fees 1,504 Transfer agent fees 2 Printing and shareholder reports 31 Custody fees 28 Administration fees 21 Legal fees 2 Auditing and accounting fees 10 Directors fees 6 Other 5 Service fees: Service Class 1 -------- Total expenses 1,610 -------- Net Investment Income (Loss) 728 -------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities (894) Increase (decrease) in unrealized appreciation (depreciation) on investment securities 57,413 -------- Net Gain (Loss) on Investment Securities 56,519 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 57,247 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian U.S. Equity 7 Capital Guardian U.S. Equity - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ---------------- ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 728 $ 319 Net realized gain (loss) from investment securities (894) (4,397) Net unrealized appreciation (depreciation) on investment securities 57,413 (13,815) --------- --------- 57,247 (17,893) --------- --------- Distributions to Shareholders: From net investment income: Initial Class (318) (68) Service Class - - --------- --------- (318) (68) --------- --------- From net realized gains: Initial Class - (249) Service Class - - --------- --------- - (249) --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 79,117 91,442 Service Class 2,245 - --------- --------- 81,362 91,442 --------- --------- Dividends and distributions reinvested: Initial Class 318 317 Service Class - - --------- --------- 318 317 --------- --------- Cost of shares redeemed: Initial Class (13,701) (7,399) Service Class (112) - --------- --------- (13,813) (7,399) --------- --------- 67,867 84,360 --------- --------- Net increase (decrease) in net assets 124,796 66,150 --------- --------- Net Assets: Beginning of year 116,484 50,334 --------- --------- End of year $ 241,280 $ 116,484 ========= ========= Undistributed Net Investment Income (Loss) $ 729 $ 319 ========= ========= December 31, December 31, 2003 2002 ---------------- ---------------- Share Activity: Shares issued: Initial Class 9,582 11,543 Service Class 244 - --------- --------- 9,826 11,543 --------- --------- Shares issued-reinvested from distributions: Initial Class 37 43 Service Class - - --------- --------- 37 43 --------- --------- Shares redeemed: Initial Class (1,640) (994) Service Class (12) - --------- --------- (1,652) (994) --------- --------- Net increase (decrease) in shares outstanding 8,211 10,592 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian U.S. Equity 8 Capital Guardian U.S. Equity - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 7.39 $ 0.04 $ 2.65 $ 2.69 12/31/2002 9.74 0.03 (2.35) (2.32) 12/31/2001 10.10 0.01 (0.35) (0.34) 12/31/2000 10.00 0.01 0.09 0.10 - --------------- ---------- --------- -------- --------- -------- Service Class 12/31/2003 7.96 0.01 2.10 2.11 - --------------- ---------- --------- -------- --------- -------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ (0.01) $ - $ (0.01) $ 10.07 (0.01) (0.02) (0.03) 7.39 (0.01) (0.01) (0.02) 9.74 - - - 10.10 - --------------- --------- --------- --------- --------- Service Class - - - 10.07 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 36.50% $ 238,949 0.91% 0.91% 0.41% 20% 12/31/2002 (23.80) 116,484 0.98 0.98 0.43 23 12/31/2001 (3.38) 50,334 1.08 1.09 0.19 39 12/31/2000 1.00 33,507 1.13 1.13 0.45 108 - --------------- ---------- ------ --------- ---- ---- ---- --- Service Class 12/31/2003 26.50 2,331 1.16 1.16 0.17 20 - --------------- ---------- ------ --------- ---- ---- ---- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-October 9, 2000 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) For the year ended December 31, 2003, Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). For the year ended December 31, 2002, ratio of net expenses is net of fees paid indirectly. For the year ended December 31, 2001 and prior years, ratio of net expenses to average net assets is net of fees paid indirectly and credits allowed by the custodian. (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian U.S. Equity 9 Capital Guardian U.S. Equity - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Capital Guardian U.S. Equity ("the Fund"), part of ATSF, began operations as Capital Guardian U.S. Equity Portfolio, a part of the Endeavor Series Trust on October 9, 2000. The Fund became a part of ATSF on May 1, 2002. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $11 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian U.S. Equity 10 Capital Guardian U.S. Equity - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $36 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvestment annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following stated break points: 0.85% of the first $300 million of ANA 0.80% of the next $200 million of ANA 0.775% of ANA over $500 million ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.06% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian U.S. Equity 11 Capital Guardian U.S. Equity - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) amounts was $8. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 99,085 U.S. Government 3,455 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 33,867 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 317 Long-term capital gains - 2003 Distributions paid from: Ordinary income 318 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 729 ======== Undistributed Long-term Capital Gains $ - ======== Capital Loss Carryforward $ (4,131) ======== Post October Loss $ - ======== Net Unrealized Appreciation (Depreciation) $ 41,667 ======== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 2,272 December 31, 2010 1,859 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $234,861 ========= Unrealized Appreciation $ 42,893 Unrealized (Depreciation) (1,226) --------- Net Unrealized Appreciation (Depreciation) $ 41,667 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian U.S. Equity 12 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Capital Guardian U.S. Equity In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Capital Guardian U.S. Equity (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian U.S. Equity 13 Capital Guardian Value - -------------------------------------------------------------------------------- MARKET ENVIRONMENT The year ended with stocks continuing their nine-month climb, with almost all sectors recording double-digit gains. In the fourth quarter, earnings reports were better than expected and companies began to attribute profits to growing revenues rather than cost cutting, which had been the main source of better profits in the previous two quarters. The year started off on an uneven footing with political events overshadowing economic and corporate fundamentals. Emotions ran high among investors as stocks experienced substantial volatility, rising and falling on the ebb and flow of news about Iraq. High crude oil prices and terrorism concerns also helped restrain the U.S. stock market early in 2003. Following the end of major fighting in Iraq, stocks began their climb. An improvement in first-quarter earnings paved the way for a broad-based rally that lasted the rest of the year. The best results in 2003 came from depressed industries such as technology, automotive and transportation, and producer durables and from stocks of low-quality companies whose prospects dramatically improved as their balance sheets recovered. Even chemical companies, whose earnings were diminished by higher natural gas prices, rose as investors sought exposure to cyclical stocks. Other cyclical areas such as industrials, consumer discretionary and information technology also had strong gains. Energy stocks rose towards the end of the year after underperforming earlier despite record profits. The weaker U.S. currency also enhanced profits for some companies. Investors were also encouraged by the Federal Reserve Board's reluctance to raise interest rates during 2003 and by generally favorable economic news. The U.S. economy grew much faster than anticipated, productivity soared and the long-awaited improvement in employment data finally began to materialize towards the end of 2003. PERFORMANCE For the year ended December 31, 2003, Capital Guardian Value returned 34.58%. By comparison, its benchmark, the Russell 1000 Value Index ("Russell 1000 Value") returned 30.03%. STRATEGY REVIEW Portfolio returns in 2003 were driven mainly by strong stock selection in financial services. The top contributing security for the year was Morgan Chase & Co. (J.P.), followed by FleetBoston Financial Corporation on news of its impending purchase by the Bank of America Corporation. Other names in the financial area that did well included Everest Reinsurance Company and convertible notes issued by Phelps Dodge Corporation. An overweight and strong stock selection within producer durables, notably within the aerospace and defense and machinery industries, were additive. Travel and media companies within the consumer discretionary sector were helpful thanks to an improved outlook for spending on travel and advertising. Diminishing concerns over credit quality, funding, and liquidity helped many of the utility stocks in the portfolio. Consumer staples names held in the portfolio added value while the industry itself trailed the broader market as investors continued to prefer companies leveraged to economic growth. Detracting somewhat with respect to relative returns from a year when ten of the twelve sectors added value was stock selection within the energy and integrated oils sectors. The portfolio remains underweight in the largest stocks, by market capitalization in the Russell 1000 Value, and overweight in the smallest. It ended the year overweight in materials, producer durables and health care and underweight in financial services and technology. Capital Guardian Trust Company Portfolio Manager AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Value 1 Capital Guardian Value - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 12/31/93 through 12/31/03 Initial Class Russell 1000 Value 12/31/93 $10,000 $10,000 3/31/94 9,835 9,649 6/30/94 10,000 9,709 9/30/94 10,350 9,958 12/31/94 10,409 9,802 3/31/95 11,402 10,735 6/30/95 12,641 11,696 9/30/95 13,477 12,718 12/31/95 14,009 13,562 3/31/96 15,289 14,330 6/30/96 15,675 14,577 9/30/96 16,330 15,001 12/31/96 17,349 16,497 3/31/97 17,439 16,920 6/30/97 19,708 19,415 9/30/97 21,193 21,348 12/31/97 21,654 22,302 3/31/98 23,976 24,902 6/30/98 24,054 25,013 9/30/98 20,272 22,115 12/31/98 23,291 25,787 3/31/99 22,990 26,157 6/30/99 25,087 29,107 9/30/99 22,342 26,255 12/31/99 22,580 27,682 3/31/00 21,958 27,814 6/30/00 21,249 26,511 9/30/00 22,144 28,596 12/31/00 23,838 29,624 3/31/01 23,838 27,889 6/30/01 24,952 29,251 9/30/01 22,739 26,047 12/31/01 25,420 27,968 3/31/02 26,534 29,112 6/30/02 22,974 26,632 9/30/02 18,120 21,633 12/31/02 20,159 23,627 3/31/03 19,009 22,477 6/30/03 23,010 26,360 9/30/03 23,684 26,904 12/31/03 27,130 30,722 *Inception 05/27/1993. Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years 10 years Inception* Date ----------- --------- ---------- ------------ ---------- Initial Class 34.58% 3.10% 10.49% 10.16% 5/27/93 Russell 1000 Value(1) 30.03% 3.56% 11.88% 11.89% 5/27/93 - --------------------- ----- ---- ----- ----- ------- Service Class - - - 29.30% 5/1/03 - --------------------- ----- ---- ----- ----- ------- NOTES (1) The Russell 1000 Value (Russell 1000 Value) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Capital Guardian Value Portfolio of Endeavor Series Trust. Capital Guardian has been the portfolio's sub-adviser since October 9, 2000. Prior to that date, a different firm managed the portfolio and the performance set forth above prior to October 9, 2000 is attributable to that firm. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Capital Guardian Global Portfolio, of the Endeavor Series Trust. Capital Guardian Trust Company has been the portfolio's sub-advisor since October 9, 2000. Prior to that a different firm managed the portfolio and the performance set forth above prior to October 9, 2000 is attributable to that firm. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Value 2 Capital Guardian Value - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- CONVERTIBLE PREFERRED STOCKS (2.7%) Automotive (0.8%) Ford Motor Company Capital Trust II 68,800 $ 3,842 Business Services (0.6%) Interpublic Group of Companies, Inc. (The) 51,000 2,925 Primary Metal Industries (1.3%) Phelps Dodge Corporation 34,200 5,787 --------- Total Convertible Preferred Stocks (cost: $9,156) 12,554 --------- COMMON STOCKS (94.8%) Aerospace (4.5%) Northrop Grumman Corporation 71,000 6,788 United Technologies Corporation 149,000 14,121 Automotive (1.1%) Ford Motor Company (b) 68,500 1,096 Navistar International Corporation (a)(b) 80,400 3,850 Automotive Dealers & Service Stations (0.6%) AutoNation, Inc. (a) 146,500 2,691 Business Services (1.5%) Interpublic Group of Companies, Inc. (The) (a)(b) 282,300 4,404 Thomson Corporation (The) 73,100 2,650 Chemicals & Allied Products (6.6%) Air Products and Chemicals, Inc. 309,200 16,335 Colgate-Palmolive Company 94,800 4,745 Dow Chemical Company (The) 56,200 2,336 du Pont (E.I.) de Nemours and Company 139,800 6,415 Commercial Banks (8.4%) Bank One Corporation 308,500 14,065 Citigroup Inc. 49,703 2,413 FleetBoston Financial Corporation (b) 218,400 9,533 Morgan Chase & Co. (J.P.) 95,800 3,519 Wells Fargo & Company 151,400 8,915 Communications Equipment (0.5%) Siemens AG-ADR (b) 29,200 2,334 Computer & Data Processing Services (2.3%) Cadence Design Systems, Inc. (a)(b) 251,000 4,513 Sabre Holdings Corporation (b) 284,100 6,134 Computer & Office Equipment (1.6%) Hewlett-Packard Company 136,492 3,135 Polycom, Inc. (a) 43,400 847 Sun Microsystems, Inc. (a) 730,000 3,278 Construction (0.6%) Fluor Corporation 64,500 2,557 Shares Value -------------------- --------------- Electric Services (4.7%) AES Corporation (The) (a) 402,300 $ 3,798 American Electric Power Company, Inc. 109,600 3,344 Duke Energy Corporation (b) 277,200 5,669 FirstEnergy Corp. 54,800 1,929 Pinnacle West Capital Corporation 175,700 7,032 Electric, Gas & Sanitary Services (1.6%) NiSource Inc. 326,600 7,166 Electrical Goods (0.8%) Avnet, Inc. (a) 175,600 3,803 Electronic & Other Electric Equipment (4.0%) Emerson Electric Co. 55,300 3,581 General Electric Company 408,300 12,649 Hubbell Incorporated-Class B 52,800 2,328 Electronic Components & Accessories (0.4%) Tyco International Ltd. 76,300 2,022 Food & Kindred Products (7.5%) Altria Group, Inc. (b) 247,800 13,485 Campbell Soup Company 267,200 7,161 General Mills, Inc. (b) 47,000 2,129 Kraft Foods, Inc.-Class A (b) 235,200 7,578 Unilever NV-NY Shares (b) 60,400 3,920 Gas Production & Distribution (0.5%) Equitable Resources, Inc. 49,600 2,129 Health Services (1.3%) Lincare Holdings Inc. (a)(b) 105,400 3,165 Triad Hospitals, Inc. (a) 82,000 2,728 Holding & Other Investment Offices (1.3%) General Growth Properties, Inc. 213,300 5,919 Hotels & Other Lodging Places (0.7%) Starwood Hotels & Resorts Worldwide, Inc. 93,500 3,363 Industrial Machinery & Equipment (3.1%) Baker Hughes Incorporated 153,400 4,933 Ingersoll-Rand Company-Class A 137,300 9,319 Instruments & Related Products (0.8%) Raytheon Company 126,400 3,797 Insurance (4.7%) Chubb Corporation 19,300 1,314 CIGNA Corporation 21,900 1,259 Everest Re Group, Ltd. 85,300 7,216 PacifiCare Health Systems, Inc. (a) 24,000 1,622 PMI Group, Inc. (The) (b) 104,000 3,872 Travelers Property Casualty Corp.-Class A 115,614 1,940 XL Capital Ltd.-Class A 56,100 4,351 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Value 3 Capital Guardian Value - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Insurance Agents, Brokers & Service (2.4%) Hartford Financial Services Group, Inc. (The) 188,600 $ 11,133 Medical Instruments & Supplies (1.7%) Becton, Dickinson and Company 188,600 7,759 Motion Pictures (0.7%) Time Warner Inc. (a) 187,600 3,375 Oil & Gas Extraction (3.7%) Transocean Inc. (a) 127,000 3,049 Unocal Corporation 306,900 11,303 Weatherford International Ltd. (a) 78,800 2,837 Paper & Allied Products (1.9%) International Paper Company 128,700 5,548 Kimberly-Clark Corporation 58,200 3,439 Personal Credit Institutions (1.8%) SLM Corporation 222,000 8,364 Petroleum Refining (4.1%) ChevronTexaco Corporation 29,500 2,549 Exxon Mobil Corporation 81,066 3,324 Royal Dutch Petroleum Company-NY Registered Shares 100,800 5,281 Shell Transport & Trading Company PLC-ADR (b) 171,500 7,723 Pharmaceuticals (4.1%) AstraZeneca PLC-ADR (b) 157,600 7,625 Lilly (Eli) and Company 91,000 6,400 Pfizer Inc. 141,300 4,992 Primary Metal Industries (0.7%) Alcoa Inc. 64,000 2,432 Nucor Corporation (b) 17,000 952 Printing & Publishing (1.2%) Knight-Ridder, Inc. 72,000 5,571 Railroads (0.8%) Canadian National Railway Company 36,700 2,322 Union Pacific Corporation 19,500 1,355 Savings Institutions (1.7%) Washington Mutual, Inc. 198,900 7,980 Security & Commodity Brokers (1.6%) AmeriCredit Corp. (a)(b) 320,500 5,106 Goldman Sachs Group, Inc. (The) 25,300 2,498 Telecommunications (7.0%) CenturyTel, Inc. 48,100 1,569 SBC Communications Inc. 166,700 4,346 Sprint Corporation (FON Group) 1,112,700 18,271 Verizon Communications, Inc. 229,500 8,051 Transportation & Public Utilities (0.8%) Kinder Morgan Management, LLC (a) 86,284 3,707 Shares Value -------------------- --------------- U.S. Government Agencies (0.7%) Fannie Mae 43,000 $ 3,228 Water Transportation (0.8%) Carnival Corporation 97,400 3,870 --------- Total Common Stocks (cost: $364,894) 437,154 --------- Principal Value ----------- ------------ SECURITY LENDING COLLATERAL (13.7%) Debt (10.9%) Bank Notes (0.5%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 299 $ 299 Fleet National Bank 1.00%, due 01/21/2004 1,122 1,122 National Bank of Commerce 1.19%, due 04/21/2004 935 935 Commercial Paper (2.8%) Compass Securitization-144A 1.08%, due 01/22/2004 561 561 Delaware Funding Corporation 1.08%, due 01/07/2004 373 373 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 561 561 1.09%, due 01/13/2004 374 374 1.08%, due 02/05/2004 747 747 General Electric Capital Corporation 1.09%, due 01/08/2004 933 933 1.09%, due 01/09/2004 561 561 1.08%, due 01/16/2004 745 745 Govco Incorporated-144A 1.07%, due 02/05/2004 934 934 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 934 934 1.09%, due 02/06/2004 933 933 1.10%, due 02/09/2004 545 545 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 934 934 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 561 561 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 1,084 1,084 1.08%, due 02/17/2004 1,867 1,867 Sheffield Receivables-144A 1.09%, due 01/21/2004 374 374 Euro Dollar Overnight (0.6%) BNP Paribas SA 0.97%, due 01/07/2004 1,870 1,870 Credit Agricole Indosuez 0.98%, due 01/02/2004 75 75 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Value 4 Capital Guardian Value - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value -------------- ------------ 1.08%, due 01/06/2004 711 $ 711 Euro Dollar Terms (2.7%) Bank of Montreal 1.06%, due 01/15/2004 $ 365 $ 365 1.06%, due 02/17/2004 748 748 Bank of Scotland 1.06%, due 04/02/2004 561 561 Citigroup Inc. 1.10%, due 01/22/2004 561 561 1.09%, due 02/06/2004 748 748 Credit Agricole Indosuez 1.08%, due 01/28/2004 374 374 Den Danske Bank 1.08%, due 01/20/2004 1,870 1,870 1.02%, due 01/30/2004 935 935 Royal Bank of Canada 1.05%, due 02/27/2004 1,870 1,870 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 1,122 1,122 1.08%, due 01/15/2004 374 374 1.08%, due 01/20/2004 187 187 Svenska Handelsbanken AB 1.09%, due 01/15/2004 187 187 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 1,122 1,122 Wells Fargo & Company 1.04%, due 01/30/2004 1,496 1,496 Master Notes (0.8%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 748 748 1.14%, due 09/08/2004 1,122 1,122 Morgan Stanley 1.05%, due 06/21/2004 1,795 1,795 Principal Value -------------- ------------ Medium Term Notes (0.5%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 $ 1,870 $ 1,870 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 561 561 Repurchase Agreements (3.0%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $4,376 on 01/02/2004 4,376 4,376 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $5,947 on 01/02/2004 5,947 5,947 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $3,553 on 01/02/2004 3,553 3,553 Shares Value --------------- ------------ Investment Companies (2.8%) Money Market Funds (2.8%) American AAdvantage Select Fund 1-day yield of 1.00% 917,338 $ 917 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 2,239,749 2,240 Merrimac Cash Series Fund- Premium Class 1-day yield of 0.98% 9,739,168 9,739 --------- Total Security Lending Collateral (cost: $63,421) 63,421 --------- Total Investment Securities (cost: $437,471) $ 513,129 ========= SUMMARY: Investments, at value 111.2 % $ 513,129 Liabilities in excess of other assets (11.2)% (51,756) --------- --------- Net assets 100.0 % $ 461,373 ========= ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $61,015. (c) Cash collateral for the Repurchase Agreements, valued at $14,154, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: ADR American Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Value 5 Capital Guardian Value - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $437,471) (including $61,015 of securities loaned) $513,129 Cash 12,303 Receivables: Investment securities sold 632 Interest 5 Dividends 1,018 Other 64 --------- 527,151 --------- Liabilities: Investment securities purchased 1,955 Accounts payable and accrued liabilities: Management and advisory fees 337 Distribution fees 1 Payable for collateral for securities on loan 63,421 Other 64 --------- 65,778 --------- Net Assets $461,373 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 263 Additional paid-in capital 382,684 Undistributed net investment income (loss) 5,706 Accumulated net realized gain (loss) from investment securities (2,938) Net unrealized appreciation (depreciation) on investment securities 75,658 --------- Net Assets $461,373 ========= Shares Outstanding: Initial Class 26,152 Service Class 129 Net Asset Value and Offering Price Per Share: Initial Class $ 17.56 Service Class 17.65 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 57 Dividends 9,122 Income from loaned securities-net 50 Less withholding taxes on foreign dividends (72) --------- 9,157 --------- Expenses: Management and advisory fees 3,073 Transfer agent fees 2 Printing and shareholder reports 36 Custody fees 37 Administration fees 20 Legal fees 5 Auditing and accounting fees 10 Directors fees 13 Other 9 Service fees: Service Class 1 --------- Total expenses 3,206 --------- Net Investment Income (Loss) 5,951 --------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities 6,593 Increase (decrease) in unrealized appreciation (depreciation) on investment securities 103,036 --------- Net Gain (Loss) on Investment Securities 109,629 --------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 115,580 ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Value 6 Capital Guardian Value - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ---------------- ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 5,951 $ 2,969 Net realized gain (loss) from investment securities 6,593 (9,539) Net unrealized appreciation (depreciation) on investment securities 103,036 (47,922) --------- --------- 115,580 (54,492) --------- --------- Distributions to Shareholders: From net investment income: Initial Class (2,964) (1,817) Service Class - - --------- --------- (2,964) (1,817) --------- --------- From net realized gains: Initial Class - (8,514) Service Class - - --------- --------- - (8,514) --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 78,659 135,457 Service Class 2,306 - --------- --------- 80,965 135,457 --------- --------- Dividends and distributions reinvested: Initial Class 2,964 10,331 Service Class - - --------- --------- 2,964 10,331 --------- --------- Cost of shares redeemed: Initial Class (21,633) (11,877) Service Class (264) - --------- --------- (21,897) (11,877) --------- --------- 62,032 133,911 --------- --------- Net increase (decrease) in net assets 174,648 69,088 --------- --------- Net Assets: Beginning of year 286,725 217,637 --------- --------- End of year $ 461,373 $ 286,725 ========= ========= Undistributed Net Investment Income (Loss) $ 5,706 $ 2,722 ========= ========= December 31, December 31, 2003 2002 ---------------- ---------------- Share Activity: Shares issued: Initial Class 5,627 9,322 Service Class 145 - --------- --------- 5,772 9,322 --------- --------- Shares issued-reinvested from distributions: Initial Class 197 763 Service Class - - --------- --------- 197 763 --------- --------- Shares redeemed: Initial Class (1,473) (826) Service Class (16) - --------- --------- (1,489) (826) --------- --------- Net increase (decrease) in shares outstanding 4,480 9,259 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Value 7 Capital Guardian Value - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 13.15 $ 0.24 $ 4.29 $ 4.53 12/31/2002 17.35 0.18 (3.75) (3.57) 12/31/2001 17.58 0.16 1.01 1.17 12/31/2000 19.99 0.15 0.68 0.83 12/31/1999 21.68 0.18 (0.72) (0.54) - --------------- ---------- --------- -------- --------- --------- Service Class 12/31/2003 13.66 0.15 3.85 4.00 - --------------- ---------- --------- -------- --------- --------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ (0.12) $ - $ (0.12) $ 17.56 (0.11) (0.52) (0.63) 13.15 (0.14) (1.26) (1.40) 17.35 (0.19) (3.05) (3.24) 17.58 (0.24) (0.91) (1.15) 19.99 - --------------- --------- --------- --------- --------- Service Class (0.01) - (0.01) 17.65 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 34.58% $ 459,102 0.88% 0.88% 1.63% 30% 12/31/2002 (20.70) 286,725 0.91 0.91 1.23 39 12/31/2001 6.64 217,637 0.94 0.95 1.01 55 12/31/2000 5.57 182,354 0.91 0.93 0.77 85 12/31/1999 (3.06) 209,653 0.88 0.95 0.77 51 - --------------- ---------- ------ --------- ---- ---- ---- -- Service Class 12/31/2003 29.30 2,271 1.13 1.13 1.37 30 - --------------- ---------- ------ --------- ---- ---- ---- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 27, 1993 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) For the year ended December 31, 2003, Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment advisor, if any, (see note 2). For the year ended December 31, 2002, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly. For the year ended December 31, 2001 and prior years, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly and credits allowed by the custodian. (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Value 8 Capital Guardian Value - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Capital Guardian Value ("the Fund"), part of ATSF, began operations as Capital Guardian Value Portfolio, a part of the Endeavor Series Trust on May 27, 1993. The Fund became a part of ATSF on May 1, 2002. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 1, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $22 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Value 9 Capital Guardian Value - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $61 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following stated break points: 0.85% of the first $300 million of ANA 0.80% of the next $200 million of ANA 0.775% of ANA over $500 million ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.92% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Value 10 Capital Guardian Value - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $16. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 170,803 U.S. Government 2,822 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 103,434 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ - Undistributed net investment income (loss) (3) Undistributed net realized capital gains (loss) 3 The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 10,331 Long-term capital gains - 2003 Distributions paid from: Ordinary income 2,964 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 5,949 ======== Undistributed Long-term Capital Gains $ - ======== Capital Loss Carryforward $ (2,938) ======== Post October Loss $ - ======== Net Unrealized Appreciation (Depreciation) $ 75,657 ======== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 2,938 December 31, 2010 The capital loss carryforward utilized during the period ended December 31, 2003 was $159. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $437,472 ======== Unrealized Appreciation $ 79,232 Unrealized (Depreciation) (3,575) -------- Net Unrealized Appreciation (Depreciation) $ 75,657 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Value 11 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Capital Guardian Value In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Capital Guardian Value (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Capital Guardian Value 12 Clarion Real Estate Securities - -------------------------------------------------------------------------------- MARKET ENVIRONMENT A spectacular year! Real estate securities returned 37% in 2003, according to the return of the NAREIT Equity Index. It was the best showing by Real Estate Investment Trusts ("REITs") since the 47.6% return of 1976. PERFORMANCE For the year ended December 31, 2003, Clarion Real Estate Securities returned 35.74%. By comparison its primary benchmark, the Wilshire Real Estate Securities Index and its secondary benchmark, the Morgan Stanley REIT Index returned 37.07% and 36.74%, respectively. STRATEGY REVIEW Cause for optimism drives expanding multiples. At the opening of the year, the mood was melancholy and there was much cause for concern -- mired in a recession, an impending war in the Middle East, and a third year of negative stock returns all contributed to a cautious outlook. As the Iraq war wound down by the end of April, however, there was a marked change in attitude. Monetary and fiscal stimulus stoked the embers of an improving outlook for businesses and consumers alike as war -- postponed business decisions were reinstated. This drove an 8.2% growth rate in the gross domestic product ("GDP") for the third quarter. Against this backdrop, investors began to incorporate a brighter picture for future earnings, and stock price-earnings multiples expanded. REIT multiples expanded 27% from 9.4x to 12.1x; a slightly higher expansion than the 25% for the Standard and Poor's 500 Composite Stock Index. Against the backdrop of weak demand, real estate company earnings declined in 2003. The pressure was particularly acute in the hotel, apartment, office, and industrial sectors. On the other hand, earnings for retail, manufactured homes, and health care property companies increased. But aggregate dividends were secure and growing as predicted. Despite continued softness in many property sectors brought on by the weak economy, REIT dividends and income in aggregate increased by about 2% in 2003. Funds flows to real estate were strong as $4.5 billion flowed to dedicated real estate mutual funds in 2003. Some skeptics attribute REITs' good returns in 2003 solely to funds flows. On the other hand, we believe the positive funds flows were consistent with a general return to stocks by investors and specifically were the result of the good value of real estate securities and the increasingly appealing investment story of real estate in general. The portfolio's overweights in mall and shopping center sectors plus underweights in apartments, industrial and storage all contributed positively to the portfolio. However, positive performance was offset by an underweight in hotels and a premature increase in the office sector in August. The portfolio's good stock selection in the mall, office, apartment, and hotel sectors benefited performance. /s/ T. Ritson Ferguson T. Ritson Ferguson /s/ Joseph P. Smith Joseph P. Smith Co-Portfolio Managers ING Clarion Real Estate Securities AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Clarion Real Estate Securities 1 Clarion Real Estate Securities - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/1/98 through 12/31/03 Initial Class Wilshire RES MS REIT 5/1/98 $10,000 $10,000 $10,000 6/30/98 9,785 9,852 9,912 9/30/98 8,646 8,673 8,865 12/31/98 8,507 8,591 8,677 3/31/99 8,188 8,293 8,260 6/30/99 8,939 9,173 9,078 9/30/99 8,180 8,298 8,344 12/31/99 8,186 8,317 8,282 3/31/00 8,506 8,550 8,502 6/30/00 9,433 9,582 9,384 9/30/00 10,158 10,394 10,117 12/31/00 10,611 10,873 10,502 3/31/01 10,538 10,762 10,452 6/30/01 11,556 11,935 11,593 9/30/01 11,278 11,387 11,293 12/31/01 11,784 12,010 11,849 3/31/02 12,718 13,096 12,834 6/30/02 13,382 13,581 13,455 9/30/02 12,154 12,182 12,258 12/31/02 12,208 12,327 12,280 3/31/03 12,433 12,451 12,413 6/30/03 13,823 13,988 13,982 9/30/03 15,054 15,462 15,338 12/31/03 16,571 16,897 16,792 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years Inception Date ----------- ----------- ----------- ---------- Initial Class 35.74% 14.26% 9.32% 5/1/98 Wilshire RES(1) 37.07% 14.49% 9.69% 5/1/98 MS REIT(1) 36.74% 13.63% 9.57% 5/1/98 - --------------- ----- ----- ----- ------ Service Class - - 28.90% 5/1/03 - --------------- ----- ----- ----- ------ NOTES (1) The Wilshire Real Estate Securities (Wilshire RES) Index and the Morgan Stanley REIT (MS REIT) Index are an unmanaged indicies used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. For reporting periods through December 31, 2002, the portfolio had selected the Morgan Stanley REIT Index as its benchmark measure; however, the Wilshire Real Estate Securities is more appropriate for comparisons to the portfolio. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Investments in a "non-diversified" portfolio may be subject to specific risks such as susceptibility to single economic political, or regulatory events, and may be subject to greater loss than investments in a diversified portfolio. The risks of investing in REITs are similar to investing directly in real estate. Investing in real estate presents its own risks, including declining property values, over-building, low occupancy rates from commercial properties, rising operating expenses and interest rates, as well as taxes and other regulatory issues. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Clarion Real Estate Securities 2 Clarion Real Estate Securities - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- PREFERRED STOCKS (0.8%) Holding & Other Investment Offices (0.8%) Keystone Property Trust-Series D 61,000 $ 1,656 --------- Total Preferred Stocks (cost: $1,525) 1,656 --------- COMMON STOCKS (95.8%) Holding & Other Investment Offices (90.8%) Apartments (14.6%) Archstone-Smith Trust (b) 73,200 2,048 Camden Property Trust 217,300 9,626 Equity Residential 222,900 6,578 Gables Residential Trust 140,900 4,895 Home Properties of New York, Inc. 105,100 4,245 United Dominion Realty Trust, Inc. 198,100 3,804 Diversified (10.6%) Catellus Development Corporation 144,198 3,478 iStar Financial Inc. 40,800 1,587 Keystone Property Trust 144,931 3,202 Liberty Property Trust (b) 240,200 9,344 Vornado Realty Trust 94,600 5,179 Health Care (3.7%) Health Care REIT, Inc. 184,751 6,651 Ventas, Inc. 60,400 1,329 Hotels (3.8%) Host Marriott Corporation (a)(b) 552,300 6,804 LaSalle Hotel Properties 75,300 1,397 Office Property (21.4%) Arden Realty, Inc. 241,100 7,315 Boston Properties, Inc. 131,300 6,327 Brandywine Realty Trust 112,800 3,020 Corporate Office Properties Trust 49,400 1,037 Mack-Cali Realty Corporation 186,200 7,750 Maguire Properties, Inc. (b) 257,900 6,267 Prentiss Properties Trust 256,200 8,452 Trizec Properties, Inc. 378,500 5,829 Outlet Centers (2.0%) Chelsea Property Group, Inc. 78,600 4,308 Regional Malls (16.5%) CBL & Associates Properties, Inc. 71,900 4,062 General Growth Properties, Inc. 315,000 8,741 Macerich Company (The) (b) 210,900 9,385 Mills Corporation (The) 145,700 6,411 Simon Property Group, Inc. 144,700 6,705 Shopping Centers (13.8%) Acadia Realty Trust 60,700 759 Developers Diversified Realty Corporation (b) 243,400 8,171 Heritage Property Investment Trust 104,700 2,979 New Plan Realty Trust, Inc. 176,000 4,342 Shares Value -------------------- --------------- Shopping Centers (continued) Pennsylvania Real Estate Investment Trust 112,100 $ 4,069 Regency Centers Corporation (b) 154,100 6,141 Shurgard Storage Centers, Inc. 85,200 3,208 Warehouse (4.4%) EastGroup Properties 50,800 1,645 ProLogis 240,600 7,721 Hotels & Other Lodging Places (5.0%) Hotels (5.0%) Starwood Hotels & Resorts Worldwide, Inc. 295,700 10,636 --------- Total Common Stocks (cost: $168,796) 205,447 --------- Principal Value ----------- ------------ SECURITY LENDING COLLATERAL (10.0%) Debt (8.0%) Bank Notes (0.4%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 101 $ 101 Fleet National Bank 1.00%, due 01/21/2004 378 378 National Bank of Commerce 1.19%, due 04/21/2004 315 315 Commercial Paper (2.0%) Compass Securitization-144A 1.08%, due 01/22/2004 189 189 Delaware Funding Corporation 1.08%, due 01/07/2004 125 125 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 189 189 1.09%, due 01/13/2004 126 126 1.08%, due 02/05/2004 251 251 General Electric Capital Corporation 1.09%, due 01/08/2004 314 314 1.09%, due 01/09/2004 189 189 1.08%, due 01/16/2004 251 251 Govco Incorporated-144A 1.07%, due 02/05/2004 314 314 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 314 314 1.09%, due 02/06/2004 314 314 1.10%, due 02/09/2004 184 184 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 314 314 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 189 189 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 365 365 1.08%, due 02/17/2004 627 627 Sheffield Receivables-144A 1.09%, due 01/21/2004 126 126 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Clarion Real Estate Securities 3 Clarion Real Estate Securities - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value -------------- ------------ Euro Dollar Overnight (0.4%) BNP Paribas SA 0.97%, due 01/07/2004 $ 628 $ 628 Credit Agricole Indosuez 0.98%, due 01/02/2004 25 25 1.08%, due 01/06/2004 239 239 Euro Dollar Terms (2.0%) Bank of Montreal 1.06%, due 01/15/2004 123 123 1.06%, due 02/17/2004 252 252 Bank of Scotland 1.06%, due 04/02/2004 189 189 Citigroup Inc. 1.10%, due 01/22/2004 189 189 1.09%, due 02/06/2004 252 252 Credit Agricole Indosuez 1.08%, due 01/28/2004 126 126 Den Danske Bank 1.08%, due 01/20/2004 629 629 1.02%, due 01/30/2004 315 315 Royal Bank of Canada 1.05%, due 02/27/2004 628 628 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 378 378 1.08%, due 01/15/2004 126 126 1.08%, due 01/20/2004 63 63 Svenska Handelsbanken AB 1.09%, due 01/15/2004 63 63 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 378 378 Wells Fargo & Company 1.04%, due 01/30/2004 503 503 Principal Value -------------- ------------ Master Notes (0.6%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 $ 252 $ 252 1.14%, due 09/08/2004 378 378 Morgan Stanley 1.05%, due 06/21/2004 604 604 Medium Term Notes (0.4%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 629 629 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 189 189 Repurchase Agreements (2.2%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $1,471 on 01/02/04 1,471 1,471 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $2,000 on 01/02/2004 2,000 2,000 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $1,194 on 01/02/2004 1,194 1,194 Shares Value --------------- ------------ Investment Companies (2.0%) Money Market Funds (2.0%) American AAdvantage Select Fund 1.00%, due 01/02/2004 308,635 $ 309 Merrill Lynch Premier Institutional Fund 1.04%, due 01/02/2004 753,555 754 Merrimac Cash Series Fund-Premium Class 0.98%, due 01/02/2004 3,276,708 3,277 --------- Total Security Lending Collateral (cost: $21,338) 21,338 --------- Total Investment Securities (cost: $191,659) $ 228,441 ========= SUMMARY: Investments, at value 106.6 % $ 228,441 Liabilities in excess of other assets (6.6)% (14,210) --------- --------- Net assets 100.0 % $ 214,231 ========= ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $20,606. (c) Cash collateral for the Repurchase Agreements, valued at $4,762, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Clarion Real Estate Securities 4 Clarion Real Estate Securities - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $191,659) (including $20,606 of securities loaned) $228,441 Cash 5,991 Receivables: Investment securites sold 3,025 Interest 1 Dividends 1,642 Other 11 --------- 239,111 --------- Liabilities: Investment securities purchased 3,369 Accounts payable and accrued liabilities: Management and advisory fees 152 Distribution fees 1 Payable for collateral for securities on loan 21,338 Other 20 --------- 24,880 --------- Net Assets $214,231 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 142 Additional paid-in capital 165,214 Undistributed net investment income (loss) 6,628 Undistributed net realized gain (loss) from investment securities 5,465 Net unrealized appreciation (depreciation) on investment securities 36,782 --------- Net Assets $214,231 ========= Shares Outstanding: Initial Class 14,132 Service Class 70 Net Asset Value and Offering Price Per Share: Initial Class $ 15.08 Service Class 15.37 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 18 Dividends 7,860 Income from loaned securities-net 12 -------- 7,890 -------- Expenses: Management and advisory fees 1,305 Transfer agent fees 2 Printing and shareholder reports 39 Custody fees 36 Administration fees 20 Legal fees 2 Auditing and accounting fees 10 Directors fees 6 Other 3 Service fees: Service Class 1 -------- Total expenses 1,424 -------- Net Investment Income (Loss) 6,466 -------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities 8,291 Increase (decrease) in unrealized appreciation (depreciation) on investment securities 37,703 -------- Net Gain (Loss) on Investment Securities 45,994 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 52,460 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Clarion Real Estate Securities 5 Clarion Real Estate Securities - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 6,466 $ 5,116 Net realized gain (loss) from investment securities 8,291 (3,169) Net unrealized appreciation (depreciation) on investment securities 37,703 (2,314) --------- --------- 52,460 (367) --------- --------- Distributions to Shareholders: From net investment income: Initial Class (3,718) (1,256) Service Class (1) - ----------- --------- (3,719) (1,256) ---------- --------- From net realized gains: Initial Class (743) (669) Service Class (2) - ----------- --------- (745) (669) ---------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 79,755 147,154 Service Class 981 - ---------- --------- 80,736 147,154 ---------- --------- Dividends and distributions reinvested: Initial Class 4,461 1,925 Service Class 2 - ---------- --------- 4,463 1,925 ---------- --------- Cost of shares redeemed: Initial Class (43,164) (66,179) Service Class (19) - ---------- --------- (43,183) (66,179) ---------- --------- 42,016 82,900 ---------- --------- Net increase (decrease) in net assets 90,012 80,608 ---------- --------- Net Assets: Beginning of year 124,219 43,611 ---------- --------- End of year $ 214,231 $ 124,219 ========== ========= Undistributed Net Investment Income (Loss) $ 6,628 $ 4,599 ========== ========= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 6,315 12,649 Service Class 71 - ---------- --------- 6,386 12,649 ---------- --------- Shares issued-reinvested from distributions: Initial Class 344 169 Service Class - - ---------- --------- 344 169 ---------- --------- Shares redeemed: Initial Class (3,416) (5,821) Service Class (1) - ----------- --------- (3,417) (5,821) ---------- --------- Net increase (decrease) in shares outstanding 3,313 6,997 ========== ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Clarion Real Estate Securities 6 Clarion Real Estate Securities - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 11.41 $ 0.51 $ 3.51 $ 4.02 12/31/2002 11.21 0.65 (0.25) 0.40 12/31/2001 10.32 0.56 0.58 1.14 12/31/2000 8.06 0.59 1.79 2.38 12/31/1999 8.51 0.49 (0.79) (0.30) - --------------- ---------- --------- -------- -------- -------- Service Class 12/31/2003 12.00 0.33 3.13 3.46 - --------------- ---------- --------- -------- -------- -------- For a share outstanding throughout each period (a) ------------------------------------------------------ Distributions ----------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ------------ --------------- ------------ Initial Class $ (0.29) $ (0.06) $ (0.35) $ 15.08 (0.13) (0.07) (0.20) 11.41 (0.25) - (0.25) 11.21 (0.12) - (0.12) 10.32 (0.15) - (0.15) 8.06 - --------------- --------- --------- --------- --------- Service Class (0.03) (0.06) (0.09) 15.37 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 35.74% $ 213,159 0.87% 0.87% 3.96% 78% 12/31/2002 3.60 124,219 0.98 0.98 5.61 123 12/31/2001 11.05 43,611 1.00 1.13 5.25 172 12/31/2000 29.62 16,577 1.00 1.71 6.27 291 12/31/1999 (3.77) 3,199 1.00 2.69 5.91 190 - --------------- ---------- ----- --------- ---- ---- ---- --- Service Class 12/31/2003 28.90 1,072 1.13 1.13 3.52 78 - --------------- ---------- ----- --------- ---- ---- ---- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 1, 1998 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Clarion Real Estate Securities 7 Clarion Real Estate Securities - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Clarion Real Estate Securities ("the Fund"), part of ATSF, began operations on May 1, 1998. The Fund is "non-diversified" under the 1940 Act. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are value at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investor's Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned less than $5 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Clarion Real Estate Securities 8 Clarion Real Estate Securities - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amounts of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $82 are included in net realized gains in the Statement of Operations. Real Estate Investment Trusts ("REITs"): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates. Since the Fund invests primarily in real estate related securities, the value of its shares may fluctuate more widely than the value of shares of a fund that invests in a broad range of industries. Dividend income is recorded at management's estimate of the income included in distributions from the REIT investments. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after the fiscal year-end, and may differ from the estimated amounts. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.80% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. There were no amounts subject to recapture at December 31, 2003. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Clarion Real Estate Securities 9 Clarion Real Estate Securities - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at a cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $7. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 169,951 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 121,738 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ - Undistributed net investment income (loss) (718) Undistributed net realized capital gains (loss) 718 The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 1,806 Long-term capital gains 119 2003 Distributions paid from: Ordinary income 3,859 Long-term capital gains 604 The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 8,343 ======== Undistributed Long-term Capital Gains $ 4,305 ======== Capital Loss Carryforward $ - ======== Post October Loss $ - ======== Net Unrealized Appreciation (Depreciation) $ 36,227 ======== The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 192,214 ========= Unrealized Appreciation $ 36,298 Unrealized (Depreciation) (71) --------- Net Unrealized Appreciation (Depreciation) $ 36,227 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Clarion Real Estate Securities 10 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Clarion Real Estate Securities In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Clarion Real Estate Securities (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Clarion Real Estate Securities 11 Dreyfus Mid Cap - -------------------------------------------------------------------------------- MARKET ENVIRONMENT It was a sensational year for stocks. After three consecutive years of negative total returns, equity markets rebounded sharply in 2003. Midcap stocks fully participated in this market rally and outperformed larger cap issues. The return for the Standard and Poor's Midcap 400 Index ("S&P Midcap") was 35.59% versus the return of the Standard and Poor's 500 Composite Stock Index of 28.67%. The factors that led to this boom in stock prices were a combination of low consumer price inflation, accommodative monetary policy, rising corporate profits, and continued weakness in the dollar. By the end of 2003, these factors had combined to fuel economic growth that wiped away any earlier economic skepticism and provided support for an equity market upswing. PERFORMANCE For the year ended December 31, 2003, Dreyfus Mid Cap returned 31.42%. By comparison its benchmark, the S&P Midcap, returned 35.59%. STRATEGY REVIEW While the absolute return for the past year was strongly positive, we are nonetheless disappointed that the portfolio's performance was less than its benchmark, the S&P Midcap. Over the course of the year, the portfolio was negatively impacted by the focus of many investors on rewarding low quality issues. And to a lesser extent, the portfolio was also negatively impacted late in the year by profit taking and the accompanying selling pressure in issues that had performed well during the year. The blended valuation process used by The Dreyfus Corporation looks at both growth oriented and value type factors. During the course of the year, investors appeared to favor low quality type stocks. Many of these types of issues had little or no earnings as the year began, but they nonetheless attracted the attention of many investors. Our quantitative valuation process includes a number of value type factors, such as the price/earnings ratio, but also includes a number of growth related and quality related factors such as earnings growth, profits margins, and cash flow growth. Lower quality/less profitable companies will look less attractive within our valuation process, but these were the types of issues that performed well in 2003. We do not feel these types of companies -- lower quality -- are equity market leaders over the long term, and thus we remain confident in the effectiveness of our process and the long-term performance of higher quality and more profitable companies. When reviewing our individual stock selections, we were especially rewarded by our selections within the energy sector. Our focus on truly midcap holdings directed us to issues such as Patina Oil & Gas Corporation and XTO Energy, Inc., both of which contributed positively to performance. Both of these companies are domestically based and explore for energy within the United States. The combination of a strong national economy along with an uncertain geopolitical situation caused many investors to focus on domestic energy reserves and production. The portfolio also benefited from holding financial services firms such as Doral Financial Corporation and Countrywide Financial Corporation. Both of these firms provide home mortgage related products, and both saw strong demand for their services based upon a benign interest rate environment. Our stock selection among business services firms was disappointing. Holdings such as WebMD Corporation, Pharmaceutical Product Development, Inc., and Valassis Communications, Inc. experienced company specific developments over the course of the year, which led to disappointing results. Stock selection within the technology sector also did not meet our expectations, but in this sector relative performance was penalized by not owning certain benchmark names, such as Lam Research Corporation and Cypress Semiconductor Corporation, which moved upward substantially in price during the year. A technology holding that performed well during most of 2003 was SanDisk Corporation; but this issue was down late in the year as profit takers appeared to ignore company fundamentals and sold the stock after a substantial upswing in its price for most of the year. As we enter 2004, the portfolio remains capitalization and economic sector neutral relative to the S&P Midcap. /s/ John O'Toole John O'Toole Portfolio Manager The Dreyfus Corporation AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Mid Cap 1 Dreyfus Mid Cap - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/3/99 through 12/31/03 Initial Class S&P Midcap 400 5/3/99 $10,000 $10,000 6/30/99 10,520 10,581 9/30/99 9,520 9,693 12/31/99 10,720 11,358 3/31/00 11,990 12,798 6/30/00 11,750 12,376 9/30/00 12,535 13,879 12/31/00 12,105 13,345 3/31/01 10,660 11,908 6/30/01 11,851 13,474 9/30/01 10,001 11,243 12/31/01 11,628 13,265 3/31/02 12,390 14,156 6/30/02 11,535 12,839 9/30/02 9,778 10,715 12/31/02 10,149 11,339 3/31/03 9,839 10,836 6/30/03 11,345 12,746 9/30/03 11,935 13,585 12/31/03 13,338 15,376 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ----------- ---------- Initial Class 31.42% 6.37% 5/3/99 S&P Midcap(1) 35.59% 9.65% 5/3/99 - --------------- ----- ----- ------ Service Class - 26.54% 5/1/03 - --------------- ----- ----- ------ NOTES (1) The Standard and Poor's Midcap 400 (S&P Midcap) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Mid Cap 2 Dreyfus Mid Cap - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- COMMON STOCKS (94.8%) Agriculture (0.2%) Fresh Del Monte Produce Inc. 6,400 $ 153 Amusement & Recreation Services (0.3%) Aztar Corporation (a)(b) 10,300 232 Apparel & Accessory Stores (2.4%) Abercrombie & Fitch Co.-Class A (a) 11,600 287 Chico's FAS, Inc. (a)(b) 12,400 458 Claire's Stores, Inc. 29,000 546 Ross Stores, Inc. (b) 18,600 492 Apparel Products (0.4%) Columbia Sportswear Company (a) 5,800 316 Automotive (2.0%) ArvinMeritor, Inc. 26,900 649 Gentex Corporation 12,400 548 Magna International Inc.-Class A 4,000 320 Automotive Dealers & Service Stations (0.4%) Pep Boys (The)-Manny, Moe & Jack 14,200 325 Business Services (2.5%) CheckFree Holdings Corporation (a) 9,300 257 Manpower Inc. (b) 10,300 485 Moody's Corporation 3,900 236 Rent-A-Center, Inc. (a) 10,600 317 Valassis Communications, Inc. (a) 14,200 417 Wireless Facilities, Inc. (a) 10,900 162 Chemicals & Allied Products (2.7%) Cytec Industries Inc. (a) 10,600 407 Dial Corporation (The) 11,600 330 Lubrizol Corporation (The) 12,000 390 Monsanto Company 8,400 242 RPM, Inc. 16,900 278 Sigma-Aldrich Corporation (b) 6,400 366 Commercial Banks (7.1%) Associated Banc-Corp 12,900 550 City National Corporation 8,600 534 Commerce Bancshares, Inc. 9,555 468 First Tennessee National Corporation 9,300 410 Hibernia Corporation-Class A 28,000 658 Marshall & Ilsley Corporation 11,000 421 National Commerce Financial Corporation 25,800 703 Popular, Inc. 9,000 404 Sky Financial Group, Inc. 16,400 425 South Financial Group, Inc. (The) 14,000 390 Zions Bancorporation 4,900 301 Shares Value -------------------- --------------- Communications Equipment (1.4%) Avaya Inc. (a) 14,400 $ 186 Plantronics, Inc. (a) 16,400 535 Scientific-Atlanta, Inc. 12,400 339 Computer & Data Processing Services (5.0%) Adobe Systems Incorporated 4,900 193 Affiliated Computer Services, Inc.- Class A (a)(b) 10,800 588 Citrix Systems, Inc. (a) 16,400 348 Convergys Corporation (a) 14,200 248 FactSet Research Systems Inc. (b) 7,800 298 GTECH Holdings Corporation 16,000 792 Reynolds and Reynolds Company (The)-Class A 11,600 337 SunGard Data Systems Inc. (a) 15,200 421 Take-Two Interactive Software, Inc. (a)(b) 8,100 233 United Online, Inc. (a)(b) 15,500 260 Computer & Office Equipment (2.5%) SanDisk Corporation (a) 13,600 832 Storage Technology Corporation (a)(b) 20,900 538 Western Digital Corporation (a) 40,300 475 Construction (0.9%) KB Home (b) 5,600 406 Ryland Group, Inc. (The) (b) 2,800 248 Department Stores (0.3%) J.C. Penney Company, Inc. (b) 9,600 252 Educational Services (1.1%) Corinthian Colleges, Inc. (a) 7,800 433 ITT Educational Services, Inc. (a) 7,800 366 Electric Services (1.4%) Great Plains Energy Incorporated 18,400 585 Hawaiian Electric Industries, Inc. 10,000 474 Electric, Gas & Sanitary Services (1.6%) SCANA Corporation 17,200 589 WPS Resources Corporation 12,300 569 Electronic & Other Electric Equipment (1.8%) American Power Conversion Corporation (b) 14,200 347 Cooper Industries, Inc.-Class A 6,400 371 Energizer Holdings, Inc. (a) 11,900 447 Helen of Troy Limited (a) 8,100 188 Electronic Components & Accessories (5.7%) Altera Corporation (a)(b) 13,700 311 Amkor Technology, Inc. (a)(b) 19,400 353 Benchmark Electronics, Inc. (a)(b) 12,800 446 Integrated Circuit Systems, Inc. (a) 15,600 444 International Rectifier Corporation (a) 9,000 445 MEMC Electronic Materials, Inc. (a) 21,900 211 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Mid Cap 3 Dreyfus Mid Cap - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Electronic Components & Accessories (continued) Microchip Technology Incorporated 14,700 $ 490 National Semiconductor Corporation (a) 12,000 473 QLogic Corporation (a)(b) 8,100 418 Sanmina Corporation (a)(b) 46,600 588 Environmental Services (0.8%) Republic Services, Inc. 23,800 610 Fabricated Metal Products (0.9%) Crane Co. 11,000 338 Harsco Corporation 8,200 359 Food & Kindred Products (1.3%) Bunge Limited 5,200 171 Pilgrim's Pride Corporation 14,800 242 Sensient Technologies Corporation 13,200 261 Smithfield Foods, Inc. (a)(b) 13,800 286 Furniture & Fixtures (0.9%) Hillenbrand Industries, Inc. 6,100 379 Hon Industries Inc. 7,500 325 Furniture & Home Furnishings Stores (0.5%) Pier 1 Imports, Inc. 18,700 409 Gas Production & Distribution (1.2%) Energen Corporation 8,100 332 Questar Corporation 15,200 534 Health Services (1.0%) Apria Healthcare Group Inc. (a) 15,200 433 Select Medical Corporation 17,000 277 Industrial Machinery & Equipment (2.4%) Briggs & Stratton Corporation 3,700 249 Engineered Support Systems, Inc. 5,600 308 Oil States International, Inc. (a) 32,000 446 Pall Corporation 10,500 282 York International Corporation 13,800 508 Instruments & Related Products (2.1%) Avid Technology, Inc. (a) 9,000 432 Beckman Coulter Inc. 10,300 524 Garmin Ltd. (b) 7,800 425 Millipore Corporation (a) 4,500 194 Insurance (8.0%) Aetna Inc. 6,800 460 Coventry Health Care, Inc. (a)(b) 12,400 800 Everest Re Group, Ltd. 6,400 541 Fidelity National Financial, Inc. 21,300 826 First American Corporation (The) 18,400 548 First Health Group Corp. (a) 15,200 296 Health Net Inc. (a) 19,900 651 Old Republic International Corp. 26,100 661 Oxford Health Plans, Inc. (a) 13,500 587 Shares Value -------------------- --------------- Insurance (continued) Principal Financial Group, Inc. 9,300 $ 308 RenaissanceRe Holdings Ltd. (b) 6,400 314 Iron & Steel Foundries (0.8%) Precision Castparts Corp. 12,800 581 Leather & Leather Products (1.4%) Coach, Inc. (a) 27,000 1,019 Life Insurance (0.4%) IPC Holdings, Ltd. 8,400 327 Management Services (0.3%) FTI Consulting, Inc. (a)(b) 10,100 236 Medical Instruments & Supplies (1.3%) STERIS Corporation (a) 15,200 344 Varian Medical Systems, Inc. (a) 9,000 622 Mortgage Bankers & Brokers (2.0%) Countrywide Credit Industries, Inc. 2,100 159 Doral Financial Corporation 18,000 581 GreenPoint Financial Corp. 13,200 466 New Century Financial Corporation (b) 7,900 313 Motion Pictures (0.8%) Macrovision Corporation (a) 17,200 389 Movie Gallery, Inc. (a)(b) 9,700 181 Oil & Gas Extraction (3.9%) Houston Exploration Company (The) (a) 9,000 329 Patina Oil & Gas Corporation 10,600 519 Patterson-UTI Energy, Inc. (a) 13,600 448 Southwestern Energy Company (a) 14,200 339 Unit Corporation (a) 19,100 450 XTO Energy, Inc. 29,800 843 Paper & Allied Products (0.9%) Bemis Company, Inc. 6,400 320 Pactiv Corporation (a) 15,500 370 Paper & Paper Products (0.4%) United Stationers Inc. (a) 7,100 291 Petroleum Refining (1.6%) Sunoco, Inc. 5,200 266 Valero Energy Corporation 20,300 941 Pharmaceuticals (4.4%) Gilead Sciences, Inc. (a) 11,600 673 Invitrogen Corporation (a)(b) 3,300 231 Kos Pharmaceuticals, Inc. (a)(b) 10,300 443 Martek Biosciences Corp. (a)(b) 4,600 299 Mylan Laboratories Inc. 28,750 725 Pharmaceutical Resources, Inc. (a) 5,600 365 Valeant Pharmaceuticals International 23,100 581 Primary Metal Industries (0.4%) Phelps Dodge Corporation (a)(b) 4,200 320 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Mid Cap 4 Dreyfus Mid Cap - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Printing & Publishing (1.2%) Deluxe Corporation (b) 7,400 $ 306 Washington Post Company (The)-Class B 700 554 Radio & Television Broadcasting (0.9%) Cox Radio, Inc.-Class A (a) 11,000 278 Entercom Communications Corp. (a)(b) 7,400 392 Research & Testing Services (0.3%) Pharmaceutical Product Development, Inc. (a) 9,600 259 Residential Building Construction (1.8%) Hovnanian Enterprises, Inc.-Class A (a)(b) 4,900 427 Lennar Corporation 9,300 893 Restaurants (1.8%) Bob Evans Farms, Inc. 11,300 367 Brinker International, Inc. (a)(b) 12,800 424 CBRL Group, Inc. 7,200 275 Ruby Tuesday, Inc. 10,400 296 Retail Trade (2.4%) Borders Group, Inc. (a) 17,100 375 Michaels Stores, Inc. 9,900 438 Schein (Henry), Inc. (a) 8,400 568 Zale Corporation (a) 8,100 431 Rubber & Misc. Plastic Products (0.8%) Carlisle Companies Incorporated 6,200 377 Jarden Corporation (a) 7,950 217 Savings Institutions (2.3%) Dime Bancorp, Inc.-warrants, Expires 11/22/2005 3,850 1 New York Community Bancorp, Inc. (b) 25,200 959 Northwest Bancorp, Inc. 9,000 192 Sovereign Bancorp, Inc. 22,600 537 Security & Commodity Brokers (3.6%) Affiliated Managers Group, Inc. (a)(b) 6,000 418 Bear Stearns Companies Inc. (The) (b) 5,200 416 E*TRADE Group, Inc. (a)(b) 58,200 736 Knight Trading Group, Inc. (a) 6,600 97 Legg Mason, Inc. 5,800 448 Nuveen Investments, Inc.-Class A 10,600 283 T. Rowe Price Group, Inc. 6,800 322 Textile Mill Products (0.9%) Mohawk Industries, Inc. (a)(b) 9,000 635 Transportation & Public Utilities (0.5%) C.H. Robinson Worldwide, Inc. 10,400 394 Trucking & Warehousing (0.7%) J.B. Hunt Transport Services, Inc. (a) 9,400 254 Landstar System, Inc. (a) 6,400 243 Shares Value -------------------- --------------- Wholesale Trade Durable Goods (0.2%) Digital River, Inc. (a)(b) 6,100 $ 135 --------- Total Common Stocks (cost: $58,555) 70,788 --------- Principal Value ----------- ------------ SHORT-TERM OBLIGATIONS (5.3%) Investor's Bank & Trust Company (d) 0.72%, Repurchase Agreement dated 12/31/2003 to be repurchased at $3,940 on 01/02/2004 $ 3,939 $ 3,939 --------- Total Short-Term Obligations (cost: $3,939) 3,939 --------- SECURITY LENDING COLLATERAL (18.9%) Debt (15.1%) Bank Notes (0.7%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 67 $ 67 Fleet National Bank 1.00%, due 01/21/2004 250 250 National Bank of Commerce 1.19%, due 04/21/2004 208 208 Commercial Paper (3.9%) Compass Securitization-144A 1.08%, due 01/22/2004 125 125 Delaware Funding Corporation 1.08%, due 01/07/2004 83 83 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 125 125 1.09%, due 01/13/2004 83 83 1.08%, due 02/05/2004 166 166 General Electric Capital Corporation 1.09%, due 01/08/2004 208 208 1.09%, due 01/09/2004 125 125 1.08%, due 01/16/2004 166 166 Govco Incorporated-144A 1.07%, due 02/05/2004 208 208 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 208 208 1.09%, due 02/06/2004 208 208 1.10%, due 02/09/2004 122 122 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 208 208 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 125 125 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 242 242 1.08%, due 02/17/2004 416 416 Sheffield Receivables-144A 1.09%, due 01/21/2004 83 83 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Mid Cap 5 Dreyfus Mid Cap - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value --------------- ------------ Euro Dollar Overnight (0.8%) BNP Paribas SA 0.97%, due 01/07/2004 $ 417 $ 417 Credit Agricole Indosuez 0.98%, due 01/02/2004 17 17 1.08%, due 01/06/2004 158 158 Euro Dollar Terms (3.7%) Bank of Montreal 1.06%, due 01/15/2004 81 81 1.06%, due 02/17/2004 167 167 Bank of Scotland 1.06%, due 04/02/2004 125 125 Citigroup Inc. 1.10%, due 01/22/2004 125 125 1.09%, due 02/06/2004 167 167 Credit Agricole Indosuez 1.08%, due 01/28/2004 83 83 Den Danske Bank 1.08%, due 01/20/2004 417 417 1.02%, due 01/30/2004 208 208 Royal Bank of Canada 1.05%, due 02/27/2004 417 417 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 250 250 1.08%, due 01/15/2004 83 83 1.08%, due 01/20/2004 42 42 Svenska Handelsbanken AB 1.09%, due 01/15/2004 42 42 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 250 250 Wells Fargo & Company 1.04%, due 01/30/2004 333 333 Master Notes (1.1%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 167 167 1.14%, due 09/08/2004 250 250 Morgan Stanley 1.05%, due 06/21/2004 400 400 Principal Value --------------- ------------ Medium Term Notes (0.7%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 $ 418 $ 418 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 125 125 Repurchase Agreements (4.2%) (c) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $975 on 01/02/2004 975 975 Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $1,325 on 01/02/2004 1,325 1,325 Morgan Stanley 1.11%, Repurchase Agreement dated 12/31/2003 to be repurchased at $793 on 01/02/2004 793 793 Shares Value --------------- ----------- Investment Companies (3.8%) Money Market Funds (3.8%) American AAdvantage Select Fund 1-day yield of 1.00% 204,440 $ 204 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 499,156 499 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 2,170,493 2,170 --------- Total Security Lending Collateral (cost: $14,134) 14,134 --------- Total Investment Securities (cost: $76,628) $ 88,861 ========= SUMMARY: Investments, at value 119.0 % $ 88,861 Liabilities in excess of other assets (19.0)% (14,176) --------- --------- Net assets 100.0 % $ 74,685 ========= ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $13,684. (c) Cash collateral for the Repurchase Agreements, valued at $3,154, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) At December 31, 2003, repurchase agreements are collateralized by $62,677 Ginnie Mae ARM-008259 (4.75%, due 08/20/2023) with a market value and accrued interest of $4,136. DEFINITIONS: ARM Adjustable Rate Mortgage 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Mid Cap 6 Dreyfus Mid Cap - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $76,628) (including $13,684 of securities loaned) $ 88,861 Cash 40 Receivables: Investment securites sold 615 Dividends 39 Other 7 -------- 89,562 -------- Liabilities: Investment securities purchased 670 Accounts payable and accrued liabilities: Management and advisory fees 57 Payable for collateral for securities on loan 14,134 Other 16 -------- 14,877 -------- Net Assets $ 74,685 ======== Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 58 Additional paid-in capital 69,565 Undistributed net investment income (loss) 56 Accumulated net realized gain (loss) from investment securities (7,227) Net unrealized appreciation (depreciation) on investment securities 12,233 -------- Net Assets $ 74,685 ======== Shares Outstanding: Initial Class 5,755 Service Class 24 Net Asset Value and Offering Price Per Share: Initial Class $ 12.93 Service Class 12.92 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 5 Dividends 611 Income from loaned securities-net 17 Less withholding taxes on foreign dividends (2) ------- 631 ------- Expenses: Management and advisory fees 487 Transfer agent fees 2 Printing and shareholder reports 42 Custody fees 17 Administration fees 20 Legal fees 1 Auditing and accounting fees 10 Directors fees 2 Other 1 ------- Total expenses 582 Less: Advisory fee waiver (9) ------- Net expenses 573 ------- Net Investment Income (Loss) 58 ------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities 137 Increase (decrease) in unrealized appreciation (depreciation) on investment securities 15,809 ------- Net Gain (Loss) on Investment Securities 15,946 ------- Net Increase (Decrease) in Net Assets Resulting from Operations $16,004 ======= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Mid Cap 7 Dreyfus Mid Cap - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 58 $ 64 Net realized gain (loss) from investment securities 137 (5,759) Net unrealized appreciation (depreciation) on investment securities 15,809 (4,448) -------- -------- 16,004 (10,143) -------- -------- Distributions to Shareholders: From net investment income: Initial Class (65) (21) Service Class - - -------- -------- (65) (21) -------- -------- From net realized gains: Initial Class - - Service Class - - -------- -------- - - -------- -------- Capital Share Transactions: Proceeds from shares sold: Initial Class 22,377 55,981 Service Class 278 - -------- -------- 22,655 55,981 -------- -------- Dividends and distributions reinvested: Initial Class 65 21 Service Class - - -------- -------- 65 21 -------- -------- Cost of shares redeemed: Initial Class (14,175) (25,849) Service Class (3) - ---------- -------- (14,178) (25,849) --------- -------- 8,542 30,153 --------- -------- Net increase (decrease) in net assets 24,481 19,989 --------- -------- Net Assets: Beginning of year 50,204 30,215 --------- -------- End of year $74,685 $ 50,204 ========= ======== Undistributed Net Investment Income (Loss) $ 56 $ 63 ========= ======== December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 2,026 4,887 Service Class 24 - --------- -------- 2,050 4,887 --------- -------- Shares issued-reinvested from distributions: Initial Class 6 2 Service Class - - --------- -------- 6 2 --------- -------- Shares redeemed: Initial Class (1,374) (2,468) Service Class - - --------- -------- (1,374) (2,468) --------- -------- Net increase (decrease) in shares outstanding 682 2,421 ========= ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Mid Cap 8 Dreyfus Mid Cap - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 9.85 $ 0.01 $ 3.08 $ 3.09 12/31/2002 11.29 0.01 (1.45) (1.44) 12/31/2001 11.90 0.01 (0.49) (0.48) 12/31/2000 10.72 0.03 1.36 1.39 12/31/1999 10.00 0.04 0.68 0.72 - --------------- ---------- --------- -------- -------- -------- Service Class 12/31/2003 10.21 (0.01) 2.72 2.71 - --------------- ---------- --------- -------- -------- -------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ (0.01) $ - $ (0.01) $ 12.93 - - - 9.85 (0.12) (0.01) (0.13) 11.29 (0.21) - (0.21) 11.90 - - - 10.72 - --------------- --------- --------- --------- --------- Service Class - - - 12.92 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 31.42% $ 74,375 1.00% 1.02% 0.10% 73% 12/31/2002 (12.72) 50,204 1.00 1.14 0.13 85 12/31/2001 (3.94) 30,215 1.00 1.34 0.09 78 12/31/2000 12.92 14,714 1.00 1.90 0.29 111 12/31/1999 7.20 3,384 1.00 4.89 0.58 94 - --------------- ---------- ------ -------- ---- ---- ----- --- Service Class 12/31/2003 26.54 310 1.25 1.28 (0.14) 73 - --------------- ---------- ------ -------- ---- ---- ----- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 3, 1999 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Mid Cap 9 Dreyfus Mid Cap - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Dreyfus Mid Cap ("the Fund"), part of ATSF, began operations on May 3, 1999. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $7 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Mid Cap 10 Dreyfus Mid Cap - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $34 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following stated break points: 0.85% of the first $100 million of ANA 0.80% of ANA over $100 million ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Advisory Fee Available for Waived Recapture Through -------------- ------------------ Fiscal Year 2001 $ 77 12/31/2004 Fiscal Year 2002 69 12/31/2005 Fiscal Year 2003 9 12/31/2006 Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Mid Cap 11 Dreyfus Mid Cap - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $3. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 46,615 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 40,640 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 21 Long-term capital gains - 2003 Distributions paid from: Ordinary income 65 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 56 ======== Undistributed Long-term Capital Gains $ - ======== Capital Loss Carryforward $ (7,203) ======== Post October Loss $ - ======== Net Unrealized Appreciation (Depreciation) $ 12,208 ======== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 1,280 December 31, 2009 5,118 December 31, 2010 805 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 76,653 ======== Unrealized Appreciation $ 12,795 Unrealized (Depreciation) (587) -------- Net Unrealized Appreciation (Depreciation) $ 12,208 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Mid Cap 12 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Dreyfus Mid Cap In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Dreyfus Mid Cap (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Mid Cap 13 Dreyfus Small Cap Value - -------------------------------------------------------------------------------- MARKET ENVIRONMENT In a year that began under the auspice of war, global economic weakness, and a fatal flu outbreak, equity markets across the globe staged a stunning turnaround. The year 2003 proved to be our best year on both an absolute and relative basis. These results, following the difficult 2002 market, reinforce our belief in our long-term approach to value investing. The recent success of the portfolio is clearly tied to the strong business momentum of our holdings. Starting in the third quarter of last year, the stocks we owned have posted much stronger than average earnings, beating consensus estimates approximately seventy five percent of the time. That earnings success, coupled with extremely favorable value characteristics, has been the major drivers of our good performance. Our investing style has always been a more opportunistic one, with a focus on the intermediate to longer-term outlook of the expectations of the companies we analyze. We look for truly undervalued stocks where there is potential for significant capital appreciation. At times this leads us to take a contrarian view of the fundamental prospects of a company. PERFORMANCE For the year ended December 31, 2003, Dreyfus Small Cap Value returned 90.83%. By comparison its benchmark, the Russell 2000 Index ("Russell 2000") returned 47.25%. STRATEGY REVIEW While the portfolio performed well across all sectors, outperforming the Russell 2000 in ten of the eleven economic sectors it was our technology, consumer services and capital goods stocks that truly dominated performance. Returns for these sectors ranged from seventy percent up to one hundred twenty seven percent and accounted for over fifty percent of total contribution to return. Our health care, financial services and basic industries stocks also performed very well, contributing an additional twenty three percent to the total return and made up twenty seven percent of the portfolio at year-end. Although a much lower percent weight of the portfolio, stocks in the utilities, consumer non-durables and durable, and transportation sectors also posted very strong results. As we have mentioned in the past, we are bottom-up stock pickers, which has always been the key driver of our long-term performance, notwithstanding our disappointing results in 2002. A further review of attribution shows that returns were broadly based with over 60 stocks contributing more than 50 basis points (1/2 of one percentage point) to the overall results for the year. Despite this strong performance, we believe the current portfolio is still very attractively priced with significant price appreciation potential. Valuation criteria such as price to estimated earnings and price to sales and book value drive our optimism about the outlook. Even with the recent favorable performance, our target prices, on average, remain over 100% above current price levels. We are disciplined sellers. As stocks appreciate to their target prices we take profits. Many of the stocks that have added the most to our results in the past year have been sold because they are no longer cheap. Indeed, less than 40% of the current portfolio is invested in stocks that we owned at the beginning of 2003. We have recently reduced our emphasis in technology, as many of our holdings were sold as they reached price targets. Our technology holdings returned well over 100%, on average, in 2003. Our current overweight sectors include energy, basic industries, capital goods and transportation, which are all benefiting from the improving economy. We remain significantly underweight in financial services where valuations and business momentum remains neutral. Energy remains a major area of focus, as our long-term outlook for energy prices is very positive. An improving economy should continue to benefit the portfolio. /s/ Peter L. Higgins Peter L. Higgins Portfolio Manager The Dreyfus Corporation AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Small Cap Value 1 Dreyfus Small Cap Value - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Dreyfus Small Cap Value and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Invested 12/31/93 through 12/31/03 Initial Class Russell 2000 12/31/93 $10,000 $10,000 3/31/94 9,633 9,734 6/30/94 9,284 9,353 9/30/94 9,955 10,003 12/31/94 9,821 9,818 3/31/95 9,651 10,271 6/30/95 10,422 11,234 9/30/95 11,073 12,343 12/31/95 11,201 12,611 3/31/96 11,641 13,254 6/30/96 12,185 13,917 9/30/96 12,539 13,964 12/31/96 14,072 14,691 3/31/97 14,349 13,931 6/30/97 16,655 16,190 9/30/97 18,722 18,599 12/31/97 17,667 17,976 3/31/98 19,691 19,784 6/30/98 18,688 18,862 9/30/98 13,506 15,062 12/31/98 17,282 17,519 3/31/99 16,378 16,568 6/30/99 21,455 19,145 9/30/99 20,127 17,935 12/31/99 22,362 21,242 3/31/00 25,342 22,747 6/30/00 24,605 21,887 9/30/00 25,574 22,129 12/31/00 24,827 20,601 3/31/01 28,515 19,261 6/30/01 31,895 22,013 9/30/01 22,131 17,436 12/31/01 31,977 21,113 3/31/02 32,709 21,954 6/30/02 24,532 20,120 9/30/02 16,415 15,814 12/31/02 19,358 16,788 3/31/03 18,445 16,034 6/30/03 25,472 19,790 9/30/03 29,938 21,587 12/31/03 36,940 24,721 *Inception 05/04/1993. Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years 10 years Inception* Date ----------- ----------- ---------- ------------ ---------- Dreyfus Small Cap Value 90.83% 16.41% 13.96% 14.23% 5/4/93 Russell 2000(1) 47.25% 7.13% 9.47% 10.49% 5/4/93 - ------------------------- ----- ----- ----- ----- ------ NOTES (1) The Russell 2000 (Russell 2000) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http:// www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Investing in small cap stocks generally involves greater risk and volatility, therefore an investment in the fund may not be appropriate for everyone. Companies with small capitalization have the potential for greater volatility than companies with larger capitalization. The limited volume and trading frequency of small-capitalized stocks may result in substantial price deviation. Further, companies with small capitalization may experience more significant growth and failure rates than companies with large capitalization. Periods less than one year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Dreyfus Small Cap Value Portfolio, of the Endeavor Series Trust. The Dreyfus Corporation has been the portfolio's subadvisor since September 16, 1996. Prior to that date a different firm managed the portfolio and the performance set forth above, prior to September 16, 1996 is attributable to that firm. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Small Cap Value 2 Dreyfus Small Cap Value - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- COMMON STOCKS (99.9%) Air Transportation (2.2%) Continental Airlines, Inc. (a)(b) 105,800 $ 1,721 ExpressJet Holdings, Inc. (a)(b) 267,800 4,017 Pinnacle Airlines Corp. (a) 164,600 2,286 Amusement & Recreation Services (1.8%) Argosy Gaming Company (a) 75,900 1,973 Intrawest Corporation 55,000 1,017 Six Flags, Inc. (a) 442,030 3,324 Apparel & Accessory Stores (1.7%) Abercrombie & Fitch Co.-Class A (a) 86,400 2,135 American Eagle Outfitters, Inc. (a) 107,800 1,768 Wet Seal, Inc. (The)-Class A (a) 209,100 2,068 Apparel Products (0.3%) Playtex Products, Inc. (a) 152,000 1,175 Automotive (1.3%) ArvinMeritor, Inc. 98,200 2,369 Federal Signal Corporation 134,900 2,363 Business Services (1.8%) Brink's Company (The) 152,200 3,441 Quovadx, Inc. (a)(b) 229,900 1,127 Valassis Communications, Inc. (a)(b) 65,400 1,919 Chemicals & Allied Products (4.6%) Great Lakes Chemical Corporation (b) 106,800 2,904 Hercules Incorporated (a) 200,200 2,442 IMC Global Inc. (b) 449,400 4,463 Millennium Chemicals, Inc. (b) 255,700 3,242 Olin Corporation 96,300 1,932 PolyOne Corporation (a) 219,860 1,405 Communications Equipment (1.3%) Arris Group, Inc. (a)(b) 225,585 1,633 McDATA Corporation-Class A (a) 286,100 2,727 McDATA Corporation-Class B (a) 31,000 295 Computer & Data Processing Services (10.2%) Acxiom Corporation (a)(b) 263,100 4,886 Art Technology Group, Inc. (a) 685,600 1,049 Borland Software Corporation (a) 336,800 3,277 EarthLink, Inc. (a) 367,300 3,673 FileNet Corporation (a) 68,700 1,860 IONA Technologies PLC-ADR (a) 558,600 2,720 Manugistics Group, Inc. (a)(b) 222,530 1,391 MRO Software, Inc. (a) 148,100 1,993 Network Associates, Inc. (a) 272,900 4,104 Parametric Technology Corporation (a) 1,170,000 4,610 Perot Systems Corporation-Class A (a) 101,500 1,368 Sabre Holdings Corporation 109,900 2,373 Sapient Corporation (a) 134,600 754 SkillSoft PLC-ADR (a) 131,300 1,136 Shares Value -------------------- --------------- Computer & Data Processing Services (continued) THQ Inc. (a) 54,800 $ 927 Verity, Inc. (a) 50,800 848 Computer & Office Equipment (2.5%) 3Com Corporation (a) 167,480 1,368 Extreme Networks, Inc. (a) 238,800 1,722 NCR Corporation (a) 103,300 4,008 palmOne, Inc. (a)(b) 164,300 1,931 Construction (2.4%) Insituform Technologies, Inc.-Class A (a) 175,300 2,892 MasTec, Inc. (a) 180,500 2,673 Quanta Services, Inc. (a)(b) 429,400 3,135 Electric Services (1.4%) Calpine Corporation (a)(b) 1,019,700 4,905 Electronic & Other Electric Equipment (1.5%) GrafTech International Ltd. (a) 200,700 2,709 Rayovac Corporation (a) 122,300 2,562 Electronic Components & Accessories (3.5%) Bookham Technology PLC-ADR (a)(b) 1,521,200 3,803 Fairchild Semiconductor International, Inc.-Class A (a) 66,300 1,656 Flextronics International Ltd. (a)(b) 151,600 2,250 Lattice Semiconductor Corporation (a) 247,400 2,395 Photronics, Inc. (a)(b) 44,782 892 Sanmina Corporation (a)(b) 119,810 1,511 Environmental Services (0.1%) Allied Waste Industries, Inc. (a) 20,540 285 Fabricated Metal Products (1.4%) Shaw Group Inc. (The) (a)(b) 379,100 5,163 Food & Kindred Products (0.9%) Del Monte Foods Company (a) 183,700 1,910 Sensient Technologies Corporation 72,600 1,435 Furniture & Fixtures (1.7%) BE Aerospace, Inc. (a) 637,980 3,445 Furniture Brands International, Inc. 88,900 2,607 Furniture & Home Furnishings Stores (1.3%) Linens 'n Things, Inc. (a) 150,500 4,527 Health Services (1.8%) Beverly Enterprises, Inc. (a)(b) 127,900 1,099 RehabCare Group, Inc. (a)(b) 160,525 3,413 Triad Hospitals, Inc. (a) 62,700 2,086 Industrial Machinery & Equipment (9.0%) AGCO Corporation (a) 192,900 3,885 Axcelis Technologies, Inc. (a) 360,410 3,683 DuPont Photomasks, Inc. (a) 122,400 2,955 Flowserve Corporation (a) 166,500 3,477 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Small Cap Value 3 Dreyfus Small Cap Value - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Industrial Machinery & Equipment (continued) Grant Prideco, Inc. (a) 293,210 $ 3,818 Mattson Technology, Inc. (a) 119,720 1,463 National-Oilwell, Inc. (a) 225,100 5,033 Terex Corporation (a) 82,900 2,361 Timken Company (The) 142,100 2,851 York International Corporation 84,525 3,111 Instruments & Related Products (0.9%) LTX Corporation (a)(b) 213,910 3,215 Insurance (1.5%) Phoenix Companies, Inc. (The) (b) 161,100 1,940 PMI Group, Inc. (The) 46,000 1,713 UnumProvident Corporation (b) 102,400 1,615 Life Insurance (1.3%) Scottish Annuity & Life Holdings, Ltd. 219,900 4,570 Lumber & Wood Products (0.6%) Champion Enterprises, Inc. (a) 322,200 2,255 Management Services (1.4%) BearingPoint, Inc. (a) 241,900 2,441 Ventiv Health, Inc. (a)(b) 265,244 2,427 Manufacturing Industries (0.8%) Moore Wallace Incorporated (a) 145,400 2,723 Mining (1.6%) Arch Coal, Inc. (b) 34,750 1,083 Massey Energy Company (b) 220,100 4,578 Motion Pictures (0.6%) Hollywood Entertainment Corporation (a) 150,600 2,071 Oil & Gas Extraction (6.5%) Chesapeake Energy Corporation 302,900 4,113 Global Industries, Ltd. (a) 478,225 2,463 Key Energy Services, Inc. (a) 589,200 6,075 Parker Drilling Company (a) 902,600 2,302 Patterson-UTI Energy, Inc. (a)(b) 205,520 6,766 Veritas DGC, Inc. (a) 202,260 2,120 Paper & Allied Products (0.4%) Intertape Polymer Group Inc. (CAD) (a) 113,300 1,442 Personal Services (0.2%) G&K Services, Inc.-Class A 23,300 856 Petroleum Refining (0.1%) Tesoro Petroleum Corporation (a) 18,620 271 Pharmaceuticals (6.9%) Alpharma Inc.-Class A 125,900 2,531 Biovail Corporation (a)(b) 225,300 4,842 Cephalon, Inc. (a)(b) 70,800 3,427 Enzon, Inc. (a)(b) 424,100 5,089 Shares Value -------------------- --------------- Pharmaceuticals (continued) IVAX Corporation (a) 136,870 $ 3,268 King Pharmaceuticals, Inc. (a) 225,830 3,446 Savient Pharmaceuticals, Inc. (a) 580,975 2,678 Primary Metal Industries (3.2%) International Steel Group Inc. (a)(b) 114,600 4,464 United States Steel Corporation (b) 204,600 7,165 Printing & Publishing (1.3%) ProQuest Company (a)(b) 91,400 2,692 Reader's Digest Association, Inc. (The)-Class A 146,500 2,148 Radio, Television & Computer Stores (0.3%) Electronics Boutique Holdings Corp. (a) 39,500 904 Research & Testing Services (1.4%) PAREXEL International Corporation (a) 57,460 934 Pharmaceutical Product Development, Inc. (a) 158,640 4,279 Restaurants (0.6%) O'Charley's Inc. (a) 112,400 2,018 Retail Trade (0.3%) Finlay Enterprises, Inc. (a) 77,940 1,101 Security & Commodity Brokers (3.4%) E*TRADE Group, Inc. (a)(b) 457,300 5,785 Knight Trading Group, Inc. (a)(b) 281,790 4,125 LaBranche & Co Inc. (b) 192,900 2,251 Shoe Stores (0.8%) Payless ShoeSource, Inc. (a)(b) 212,400 2,845 Stone, Clay & Glass Products (0.5%) Anchor Glass Container Corporation (b) 59,700 955 Apogee Enterprises, Inc. 60,700 689 Telecommunications (1.4%) Alomosa Holdings, Inc. (a)(b) 892,770 3,580 Primus Telecommunications Group, Incorporated (a)(b) 155,000 1,578 Textile Mill Products (0.8%) Collins and Aikman Corporation (a)(b) 626,320 2,712 Transportation & Public Utilities (1.5%) ebookers PLC-ADR (a)(b) 209,600 3,071 EGL, Inc. (a) 69,600 1,222 Orbitz, Inc.-Class A (a)(b) 46,500 1,079 Transportation Equipment (0.5%) Fleetwood Enterprises, Inc. (a)(b) 108,000 1,108 Westinghouse Air Brake Technologies Corporation 35,300 602 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Small Cap Value 4 Dreyfus Small Cap Value - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ---------- ---------- Trucking & Warehousing (4.4%) Central Freight Lines, Inc. (a) 41,600 $ 738 CNF Transportation Inc. 71,800 2,434 Overnite Corporation (a) 169,000 3,845 Quality Distribution Inc. (a) 57,600 1,126 Yellow Corporation (a) 13,200 477 Yellow Roadway Corporation (a)(b) 199,500 7,216 Variety Stores (0.7%) Kmart Holding Corporation (a) 109,900 2,632 Water Transportation (1.1%) Tidewater Inc. 92,600 2,767 Trico Marine Services, Inc. (a) 676,040 1,210 Wholesale Trade Durable Goods (2.2%) Action Performance Companies, Inc. (b)212,400 4,163 IKON Office Solutions, Inc. 326,900 3,877 ------- Total Common Stocks (cost: $311,628) 359,846 ------- Principal Value --------------------- --------------- SECURITY LENDING COLLATERAL (26.6%) Debt (21.2%) Bank Notes (1.0%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 451 $ 451 Fleet National Bank 1.00%, due 01/21/2004 1,692 1,692 National Bank of Commerce 1.19%, due 04/21/2004 1,410 1,410 Commercial Paper (5.5%) Compass Securitization-144A 1.08%, due 01/22/2004 846 846 Delaware Funding Corporation 1.08%, due 01/07/2004 562 562 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 846 846 1.09%, due 01/13/2004 564 564 1.08%, due 02/05/2004 1,126 1,126 General Electric Capital Corporation 1.09%, due 01/08/2004 1,406 1,406 1.09%, due 01/09/2004 846 846 1.08%, due 01/16/2004 1,123 1,123 Govco Incorporated-144A 1.07%, due 02/05/2004 1,408 1,408 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 1,408 1,408 1.09%, due 02/06/2004 1,407 1,407 1.10%, due 02/09/2004 822 822 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 1,408 1,408 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 846 846 Principal Value --------------------- --------------- Commercial Paper (continued) Preferred Receivables Funding-144A 1.09%, due 01/16/2004 $ 1,634 $ 1,634 1.08%, due 02/17/2004 2,815 2,814 Sheffield Receivables-144A 1.09%, due 01/21/2004 564 564 Euro Dollar Overnight (1.1%) BNP Paribas SA 0.97%, due 01/07/2004 2,820 2,819 Credit Agricole Indosuez 0.98%, due 01/02/2004 113 113 1.08%, due 01/06/2004 1,072 1,072 Euro Dollar Terms (5.2%) Bank of Montreal 1.06%, due 01/15/2004 551 551 1.06%, due 02/17/2004 1,128 1,128 Bank of Scotland 1.06%, due 04/02/2004 846 846 Citigroup Inc. 1.10%, due 01/22/2004 846 846 1.09%, due 02/06/2004 1,128 1,128 Credit Agricole Indosuez 1.08%, due 01/28/2004 564 564 Den Danske Bank 1.08%, due 01/20/2004 2,820 2,819 1.02%, due 01/30/2004 1,410 1,410 Royal Bank of Canada 1.05%, due 02/27/2004 2,820 2,819 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 1,692 1,692 1.08%, due 01/15/2004 564 564 1.08%, due 01/20/2004 282 282 Svenska Handelsbanken AB 1.09%, due 01/15/2004 282 282 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 1,692 1,692 Wells Fargo & Company 1.04%, due 01/30/2004 2,256 2,256 Master Notes (1.5%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 1,128 1,128 1.14%, due 09/08/2004 1,692 1,692 Morgan Stanley 1.05%, due 06/21/2004 2,707 2,707 Medium Term Notes (1.0%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 2,820 2,819 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 846 846 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Small Cap Value 5 Dreyfus Small Cap Value - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ----------- ------------ Repurchase Agreements (5.9%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $6,598 on 01/02/2004 $ 6,598 $ 6,598 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $8,967 on 01/02/2004 8,967 8,967 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $5,358 on 01/02/2004 5,358 5,358 Shares Value ---------------- ------------ Investment Companies (5.4%) Money Market Funds (5.4%) American AAdvantage Select Fund 1-day yield of 1.00% 1,383,166 $ 1,383 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 3,377,101 3,377 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 14,684,751 14,685 --------- Total Security Lending Collateral (cost: $95,626) 95,626 --------- Total Investment Securities (cost: $407,254) $ 455,472 ========= SUMMARY: Investments, at value 126.5 % $ 455,472 Liabilities in excess of other assets (26.5)% (95,415) ---------- --------- Net assets 100.0 % $ 360,057 ========== ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $89,652. (c) Cash Collateral for the Repurchase Agreements valued at $21,341, that serve as collateral for securities lending are invested in coporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: ADR American Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Small Cap Value 6 Dreyfus Small Cap Value - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $407,254) (including $89,652 of securities loaned) $455,472 Cash 327 Receivables: Investment securities sold 3,269 Interest 3 Dividends 69 Other 76 --------- 459,216 --------- Liabilities: Investment securities purchased 3,209 Accounts payable and accrued liabilities: Management and advisory fees 254 Payable for collateral for securities on loan 95,626 Other 70 --------- 99,159 --------- Net Assets $360,057 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 247 Additional paid-in capital 339,193 Undistributed net investment income (loss) - Accumulated net realized gain (loss) from investment securities (27,601) Net unrealized appreciation (depreciation) on investment securities 48,218 --------- Net Assets $360,057 ========= Shares Outstanding 24,731 Net Asset Value and Offering Price Per Share $ 14.56 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 2 Dividends 826 Income from loaned securities-net 152 Less withholding taxes on foreign dividends (2) -------- 978 -------- Expenses: Management and advisory fees 2,182 Transfer agent fees 2 Printing and shareholder reports 18 Custody fees 51 Administration fees 20 Legal fees 3 Auditing and accounting fees 10 Directors fees 10 Other 7 -------- Total expenses 2,303 -------- Net Investment Income (Loss) (1,325) -------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities 28,998 Increase (decrease) in unrealized appreciation (depreciation) on investment securities 154,489 -------- Net Gain (Loss) on Investment Securities 183,487 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $182,162 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Small Cap Value 7 Dreyfus Small Cap Value - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ---------------- ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (1,325) $ (1,210) Net realized gain (loss) from investment securities 28,998 (50,174) Net unrealized appreciation (depreciation) on investment securities 154,489 (94,570) --------- --------- 182,162 (145,954) --------- --------- Distributions to Shareholders: From net investment income - - From net realized gains - (43,563) --------- --------- - (45,563) --------- --------- Capital Share Transactions: Proceeds from shares sold 5,214 120,226 Dividends and distributions reinvested - 43,563 Cost of shares redeemed (51,678) (63,598) --------- --------- (46,464) 100,191 --------- --------- Net increase (decrease) in net assets 135,698 (89,326) --------- --------- Net Assets: Beginning of year 224,359 313,685 --------- --------- End of year $ 360,057 $ 224,359 ========= ========= Undistributed Net Investment Income (Loss) $ - $ - ========= ========= December 31, December 31, 2003 2002 ---------------- ---------------- Share Activity: Shares issued 514 9,134 Shares issued-reinvested from distributions - 5,968 Shares redeemed (5,188) (5,649) --------- --------- Net increase (decrease) in shares outstanding (4,674) 9,453 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Small Cap Value 8 Dreyfus Small Cap Value - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each year (a) -------------------------------------------------------------------------------------------------------------- Investment Operations Distributions --------------------------------------------- --------------------------------------- Net Asset Net Asset For the Value, Net Net Realized From Net From Net Value, Period Beginning Investment and Unrealized Total Investment Realized Total End Ended of Period Income (Loss) Gain (Loss) Operations Income Gains Distributions of Year ------------ ----------- --------------- ---------------- ------------ ------------ ---------- --------------- ------------ 12/31/2003 $ 7.63 $ (0.05) $ 6.98 $ 6.93 $ - $ - $ - $ 14.56 12/31/2002 15.72 (0.05) (6.24) (6.29) - (1.80) (1.80) 7.63 12/31/2001 15.62 (0.03) 4.66 4.63 - (4.53) (4.53) 15.72 12/31/2000 16.51 (0.03) 1.87 1.84 - (2.73) (2.73) 15.62 12/31/1999 14.14 (0.04) 4.00 3.96 - (1.59) (1.59) 16.51 - --- ---------- ------- --------- -------- -------- --- -------- -------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (e) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended Return (b)(f) (000's) Net (c) Total (d) Net Assets (e) Rate (f) ------------ --------------- ------------- --------- ----------- ---------------- ---------- 12/31/2003 90.83% $ 360,057 0.84% 0.84% (0.49)% 140% 12/31/2002 (39.46) 224,359 0.88 1.19 (0.45) 133 12/31/2001 28.79 313,685 0.91 1.18 (0.24) 172 12/31/2000 11.02 213,086 0.91 1.26 (0.23) 192 12/31/1999 29.39 187,803 0.90 1.22 (0.28) 216 - --- ---------- ------ --------- ---- ---- ----- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (c) For the year ended December 31, 2003, Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment advisor, if any, (see note 2). For the year ended December 31, 2002, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly. For the year ended December 31, 2001, and prior years, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly and credits allowed by the custodian. (d) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (e) Annualized. (f) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Small Cap Value 9 Dreyfus Small Cap Value - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Dreyfus Small Cap Value ("the Fund"), part of ATSF, began operations as Dreyfus Small Cap Value Portfolio, a part of the Endeavor Series Trust on May 4, 1993. The Fund became part of ATSF on May 1, 2002. The Fund is closed to new investors. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $65 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Small Cap Value 10 Dreyfus Small Cap Value - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $396 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.80% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.89% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Fund is authorized under the 12b-1 plan to pay fees up to limit of 0.15%. AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $12. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Small Cap Value 11 Dreyfus Small Cap Value - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 380,671 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 427,808 - U.S. Government NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (1,325) Undistributed net investment income (loss) 1,325 - Undistributed net realized capital gains (loss) The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 43,563 Long-term capital gains - 2003 Distributions paid from: Ordinary income - - Long-term capital gains The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ - ========= Undistributed Long-term Capital Gains $ - ========= Capital Loss Carryforward $ (21,529) ========= Post October Loss $ - ========= Net Unrealized Appreciation (Depreciation) $ 42,146 ========= The capital loss carryforwards are available to offset future realized capital gains through the period listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 21,529 December 31, 2010 The capital loss carryforward utilized during the period ended December 31, 2003, was $17,919. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $413,326 ======== Unrealized Appreciation $ 60,882 Unrealized (Depreciation) (18,736) -------- Net Unrealized Appreciation (Depreciation) $ 42,146 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Small Cap Value 12 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Dreyfus Small Cap Value In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Dreyfus Small Cap Value (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Dreyfus Small Cap Value 13 Federated Growth & Income - -------------------------------------------------------------------------------- MARKET ENVIRONMENT It was an ebullient year for the world's stock markets, as the most speculative, lowest quality, stocks had the highest returns. The Standard and Poor's 500 Composite Stock Index returned 28.67%, and the more speculative NASDAQ Composite Index returned 50.01%. PERFORMANCE For the year ended December 31, 2003, Federated Growth & Income returned 26.84%. By comparison its benchmark, the Russell Midcap Value Index returned 38.07%. STRATEGY REVIEW The mandate of this portfolio is "defensive equity," not mid-cap value. It was an extraordinarily strong period for stocks, particularly mid-cap value. With stock valuations higher than any time since 1929 (except for the late 1990's unprecedented bubble), the market offers exceedingly high risks and low probable long-term returns. An emphasis on capital preservation in this environment seems prudent. Our main undertaking this year was to favor investments outside the U.S. to benefit from expected declines in the U.S. dollar. This was successful, as the dollar has fallen to multi-year lows against most foreign currencies. In addition to 41% held in non-U.S. stocks, the portfolio ended the year with 24% in non-U.S. government short-term instruments. These instruments provided higher interest yields and currency appreciation against the U.S. dollar. For example, several key currencies had the following gains this year versus the dollar: the Australian dollar, 33.9%; the Canadian dollar, 21%; and the euro, 20%. The second major undertaking was to invest in gold stocks. We have thought for three years that gold had ended its long bear market and had begun a new bull market, unlike U.S. stocks. We continue to favor gold over the major U.S. stock indexes, as U.S. stocks ended the year at a record low 4% of the portfolio. Real estate stocks have been the largest investment in the portfolio over the last several years and have had much higher returns than the U.S. stock market. This year, we sharply reduced the stake in U.S. real estate investment trusts from 21% of the portfolio at the start of the year to less than 2% at year-end (though with an additional 4.4% in non-U.S. real estate companies). The portfolio's best stock returns came from the energy sector, as Husky Energy Inc. (Canada), Santos Limited (Australia), OMV AG (Austria), and Statoil ASA (Norway) gained during the year. The gold sector was led by Placer Dome, Inc., Barrick Gold Corporation, and Harmony Gold Mining Company Limited. Mayr-Melnhof Karton AG, Europe's largest producer of recycled cardboard boxes, also did well. /s/ Steven J. Lehman Steven J. Lehman /s/ John L. Nichol John L. Nichol Co-Portfolio Mangers Federated Investment Counseling AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Federated Growth & Income 1 Federated Growth & Income - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 3/1/94 through 12/31/03 Russell Initial Class MCV 3/1/94 $10,000 $10,000 3/31/94 9,611 9,613 6/30/94 9,410 9,587 9/30/94 9,717 10,017 12/31/94 9,542 9,682 3/31/95 9,962 10,655 6/30/95 10,502 11,578 9/30/95 11,212 12,497 12/31/95 11,952 13,065 3/31/96 11,974 13,795 6/30/96 12,486 14,060 9/30/96 12,160 14,465 12/31/96 13,343 15,711 3/31/97 13,304 15,979 6/30/97 14,534 17,992 9/30/97 15,198 20,286 12/31/97 16,631 21,111 3/31/98 17,173 23,221 6/30/98 16,839 22,624 9/30/98 16,444 19,534 12/31/98 17,139 22,184 3/31/99 15,770 21,494 6/30/99 17,686 23,897 9/30/99 16,947 21,355 12/31/99 16,376 22,160 3/31/00 16,565 22,383 6/30/00 17,498 22,007 9/30/00 19,498 24,131 12/31/00 21,151 26,410 3/31/01 21,908 25,477 6/30/01 23,560 27,273 9/30/01 23,127 24,122 12/31/01 24,472 27,024 3/31/02 26,090 29,159 6/30/02 26,121 27,797 9/30/02 24,071 22,806 12/31/02 24,707 24,418 3/31/03 24,863 23,428 6/30/03 27,635 27,620 9/30/03 28,460 29,260 12/31/03 31,338 33,713 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years Inception Date ----------- ----------- ----------- ---------- Initial Class 26.84% 12.83% 12.31% 3/1/94 Russell MCV(1) 38.07% 8.73% 13.15% 3/1/94 - --------------- ----- ----- ----- ------ Service Class - - 20.79% 5/1/03 - --------------- ----- ----- ----- ------ NOTES (1) The Russell Midcap Value (Russell MCV) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Federated Growth & Income 2 Federated Growth & Income - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Principal Value -------------- ------------ FOREIGN GOVERNMENT OBLIGATIONS (24.4%) Canada Zero Coupon, due 05/06/2004 $ 7,200 $ 5,523 Zero Coupon, due 06/17/2004 7,000 5,351 Canada Treasury Bills Zero Coupon, due 04/22/2004 7,000 5,374 Zero Coupon, due 08/12/2004 7,200 5,481 Commonwealth of Australia 9.00%, due 09/15/2004 7,300 5,634 French Republic 3.50%, due 07/12/2004 5,450 6,923 Kingdom of Norway Zero Coupon, due 06/16/2004 37,000 5,497 Kingdom of Sweden 5.00%, due 01/15/2004 50,000 6,954 Kingdom of Sweden Zero Coupon, due 03/17/2004 41,000 5,669 Zero Coupon, due 06/16/2004 42,500 5,838 Zero Coupon, due 09/15/2004 43,000 5,866 Zero Coupon, due 12/15/2004 41,000 5,551 Kingdom of the Netherlands 5.75%, due 01/15/2004 4,100 5,175 New Zealand 6.50%, due 02/15/2005 21,000 13,947 New Zealand Treasury Bill Zero Coupon, due 04/14/2004 11,300 7,323 Zero Coupon, due 05/12/2004 6,400 4,130 Zero Coupon, due 09/22/2004 8,500 5,378 Norwegian T-Bill Zero Coupon, due 03/17/2004 38,000 5,677 --------- Total Foreign Government Obligations 111,291 (cost: $104,061) --------- CORPORATE DEBT SECURITIES (4.1%) Business Services (1.0%) United Rentals, Inc. (a) 10.75%, due 04/15/2008 4,000 4,500 Electric Services (0.6%) PSEG Energy Holdings Inc. 10.00%, due 10/01/2009 2,500 2,931 Electric, Gas & Sanitary Services (0.5%) CMS Energy Corporation (a) 8.50%, due 04/15/2011 2,250 2,430 Gas Production & Distribution (2.0%) El Paso Corporation (a) 6.95%, due 12/15/2007 2,300 2,211 6.75%, due 05/15/2009 3,300 3,147 Williams Companies, Inc. (The) 7.88%, due 09/01/2021 3,500 3,693 --------- Total Corporate Debt Securities (cost: $16,004) 18,912 --------- Shares Value ------------- ------------ CONVERTIBLE PREFERRED STOCKS (2.8%) Electric Services (0.7%) TXU Corp. (a) 91,900 $ 3,130 Holding & Other Investment Offices (2.1%) Deutsche Office Trust 4,580,200 3,795 Westfield Trust-Units 2,122,200 5,691 --------- Total Convertible Preferred Stocks (cost: $11,367) 12,616 --------- COMMON STOCKS (45.0%) Beer, Wine & Distilled Beverages (1.1%) Kirin Brewery Company, Limited 613,000 5,226 Drug Stores & Proprietary Stores (1.1%) Boots Group PLC (The)-ADR (a) 207,000 5,121 Electric Services (3.6%) EnCana Corporation (a) 88,700 3,498 Scottish and Southern Energy PLC-ADR 66,000 7,952 Scottish Power PLC 712,300 4,746 Electric, Gas & Sanitary Services (2.3%) Pennon Group PLC 217,656 2,649 United Utilities PLC 992,289 7,971 Food & Kindred Products (3.5%) Bunge Limited 298,100 9,813 Tate & Lyle PLC 1,108,400 6,180 Holding & Other Investment Offices (4.2%) CFS Gandel Retail Trust 3,538,600 3,571 General Property Trust-Units 2,159,500 4,863 Pan Pacific Retail Properties, Inc. 51,400 2,449 Regency Centers Corporation (a) 151,100 6,021 Ronin Property Group 2,621,000 2,231 Instruments & Related Products (1.1%) Fuji Photo Film Co., Ltd.-ADR 157,100 5,153 Metal Mining (8.0%) Anglogold Ltd.-ADR (a) 141,100 6,589 Barrick Gold Corporation (a) 207,100 4,703 Harmony Gold Mining Company Limited-ADR (a) 632,000 10,257 Lihir Gold Limited-ADR (a) 212,500 4,641 Placer Dome, Inc. (a) 550,500 9,859 Oil & Gas Extraction (7.5%) Husky Energy Inc. (a) 479,300 8,706 Nexen Inc. 146,000 5,302 Santos Limited-ADR 455,000 9,505 Statoil ASA (a) 649,200 7,281 Statoil ASA-ADR (a) 302,300 3,416 Paper & Allied Products (0.9%) Carter Holt Harvey Limited 3,327,600 4,110 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Federated Growth & Income 3 Federated Growth & Income - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value --------- ------------ Paperboard Containers & Boxes (0.8%) Mayr-Melnhof Karton AG-ADR (a) 114,398 $ 3,438 Petroleum Refining (1.6%) OMV AG-ADR (a) 239,800 7,144 Pharmaceuticals (5.2%) Alliance UniChem PLC 103,900 965 Daiichi Pharmaceutical Co., Ltd. 222,200 4,002 GEHE AG 52,800 2,563 Takeda Chemical Industries, Ltd. 180,200 7,144 Yamanouchi Pharmaceutical Co., Ltd. 297,900 9,252 Real Estate (2.2%) Land Securities Group PLC 332,000 5,895 Rodamco Europe NV 71,650 4,171 Telecommunications (1.9%) Chughwa Telecom Co., Ltd.-ADR 207,000 3,002 Telestra Corporation Limited-ADR (a) 319,300 5,840 --------- Total Common Stocks (cost: $157,082) 205,229 --------- Principal Value ------------------------- --------------- SHORT-TERM OBLIGATIONS (25.2%) Investor's Bank & Trust Company (c) 0.72% Repurchase Agreement dated 12/31/2003 to be repurchased at $114,809 on 01/02/2004 $ 114,805 $ 114,805 --------- Total Short-Term Obligations (cost: $114,805) 114,805 --------- SECURITY LENDING COLLATERAL (14.3%) Debt (11.3%) Bank Notes (0.5%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 307 307 Fleet National Bank 1.00%, due 01/21/2004 1,153 1,153 National Bank of Commerce 1.19%, due 04/21/2004 961 961 Commercial Paper (2.9%) Compass Securitization-144A 1.08%, due 01/22/2004 577 577 Delaware Funding Corporation 1.08%, due 01/07/2004 383 383 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 576 576 1.09%, due 01/13/2004 384 384 1.08%, due 02/05/2004 767 767 General Electric Capital Corporation 1.09%, due 01/08/2004 958 958 1.09%, due 01/09/2004 577 577 1.08%, due 01/16/2004 765 765 Principal Value ------------------------- --------------- Commercial Paper (continued) Govco Incorporated-144A 1.07%, due 02/05/2004 $ 960 $ 960 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 959 959 1.09%, due 02/06/2004 959 959 1.10%, due 02/09/2004 560 560 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 959 959 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 576 576 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 1,114 1,114 1.08%, due 02/17/2004 1,918 1,918 Sheffield Receivables-144A 1.09%, due 01/21/2004 384 384 Euro Dollar Overnight (0.6%) BNP Paribas SA 0.97%, due 01/07/2004 1,922 1,922 Credit Agricole Indosuez 0.98%, due 01/02/2004 77 77 1.08%, due 01/06/2004 730 730 Euro Dollar Terms (2.8%) Bank of Montreal 1.06%, due 01/15/2004 375 375 1.06%, due 02/17/2004 769 769 Bank of Scotland 1.06%, due 04/02/2004 577 577 Citigroup Inc. 1.10%, due 01/22/2004 577 577 1.09%, due 02/06/2004 769 769 Credit Agricole Indosuez 1.08%, due 01/28/2004 384 384 Den Danske Bank 1.08%, due 01/20/2004 1,922 1,922 1.02%, due 01/30/2004 961 961 Royal Bank of Canada 1.05%, due 02/27/2004 1,922 1,922 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 1,153 1,153 1.08%, due 01/15/2004 384 384 1.08%, due 01/20/2004 192 192 Svenska Handelsbanken AB 1.09%, due 01/15/2004 192 192 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 1,153 1,153 Wells Fargo & Company 1.04%, due 01/30/2004 1,537 1,537 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Federated Growth & Income 4 Federated Growth & Income - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value -------------- ------------ Master Notes (0.8%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 $ 769 $ 769 1.14%, due 09/08/2004 1,153 1,153 Morgan Stanley 1.05%, due 06/21/2004 1,845 1,845 Medium Term Notes (0.5%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 1,922 1,922 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 577 577 Repurchase Agreements (3.2%) (b) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $4,497 on 01/02/2004 4,497 4,497 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $6,111 on 01/02/2004 6,111 6,111 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $3,651 on 01/02/2004 3,651 3,651 Shares Value ---------------- ------------ Investment Companies (3.0%) Money Market Funds (3.0%) American AAdvantage Select Fund 1-day yield of 1.00% 942,658 $ 943 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 2,301,568 2,302 Merrimac Cash Series Fund- Premium Class 1-day yield of 0.98% 10,007,980 10,008 --------- Total Security Lending Collateral (cost: $65,171) 65,171 --------- Total Investment Securities (cost: $468,490) $ 528,024 ========= SUMMARY: Investments, at value 115.8 % $ 528,024 Liabilities in excess of other assets (15.8)% (71,856) ---------- --------- Net assets 100.0 % $ 456,168 ========== ========= FORWARD FOREIGN CURRENCY CONTRACTS: - -------------------------------------------------------------------------- Amount in Net Unrealized Bought Settlement U.S. Dollars Appreciation Currency (Sold) Date Bought (Sold) (Depreciation) - -------------------- -------- ------------ --------------- --------------- New Zealand Dollar 13,474 01/06/2004 $ 8,846 $ 2 NOTES TO SCHEDULE OF INVESTMENTS: (a) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $62,490. (b) Cash collateral for the Repurchase Agreements, valued at $14,544, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (c) At December 31, 2003, the collateral for the repurchase agreement excluding collateral for securities on loan is as follows: - --------------------------------- --------------------- Market Value Collateral and Accrued Interest - --------------------------------- --------------------- $24,950 Freddie Mac FHR 2380 F 1.61%, due 11/15/2031 $ 4,839 $58,285 Fannie Mae ARM-705623 4.30%, due 04/01/2033 50,415 $50,000 Fannie Mae ARM-712321 4.61%, due 06/01/2033 48,697 $41,000 Fannie Mae ARM-789149 5.12%, due 03/01/2032 16,310 $393 Fannie Mae ARM-683353 3.91%, due 02/01/2033 285 --------- $ 120,546 ========= DEFINITIONS: ADR American Depositary Receipt ARM Adjustable Rate Mortgage 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Federated Growth & Income 5 Federated Growth & Income - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $468,490) (including $62,490 of securities loaned) $528,024 Cash 65 Receivables: Interest 1,552 Dividends 802 Dividend reclaims receivable 75 Unrealized appreciation on forward foreign currency contracts 2 Other 53 --------- 530,573 --------- Liabilities: Investment securities purchased 8,852 Accounts payable and accrued liabilities: Management and advisory fees 305 Distribution fees 2 Payable for collateral for securities on loan 65,171 Other 75 --------- 74,405 --------- Net Assets $456,168 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 267 Additional paid-in capital 370,161 Undistributed net investment income (loss) 12,400 Undistributed net realized gain (loss) from investment securities and foreign currency transactions 13,675 Net unrealized appreciation (depreciation) on: Investment securities 59,534 Translation of assets and liabilities denominated in foreign currencies 131 --------- Net Assets $456,168 ========= Shares Outstanding: Initial Class 26,532 Service Class 160 Net Asset Value and Offering Price Per Share: Initial Class $ 17.09 Service Class 17.57 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 4,305 Dividends 12,803 Income from loaned securities-net 170 Less withholding taxes on foreign dividends (750) --------- 16,528 --------- Expenses: Management and advisory fees 3,144 Transfer agent fees 2 Printing and shareholder reports 83 Custody fees 100 Administration fees 24 Legal fees 6 Auditing and accounting fees 12 Directors fees 16 Other 9 Service fees: Service Class 2 --------- Total expenses 3,398 --------- Net Investment Income (Loss) 13,130 --------- Net Realized Gain (Loss) from: Investment securities 25,021 Foreign currency transactions (731) --------- 24,290 --------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 64,023 Translation of assets and liabilities denominated in foreign currencies 129 --------- 64,152 --------- Net Gain (Loss) on Investment Securities and Foreign Currency Transactions 88,442 --------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 101,572 ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Federated Growth & Income 6 Federated Growth & Income - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 13,130 $ 14,583 Net realized gain (loss) from investment securities and foreign currency transactions 24,290 (423) Net unrealized appreciation (depreciation) on investment securities and foreign currency translation 64,152 (15,519) --------- --------- 101,572 (1,359) --------- --------- Distributions to Shareholders: From net investment income: Initial Class (12,753) (8,287) Service Class (2) - ----------- --------- (12,755) (8,287) ---------- --------- From net realized gains: Initial Class (12,832) (17,264) Service Class (18) - ---------- --------- (12,850) (17,264) ---------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 50,522 170,128 Service Class 2,878 - ---------- --------- 53,400 170,128 ---------- --------- Dividends and distributions reinvested: Initial Class 25,586 25,551 Service Class 20 - ---------- --------- 25,606 25,551 ---------- --------- Cost of shares redeemed: Initial Class (87,623) (61,592) Service Class (302) - ---------- --------- (87,925) (61,592) ---------- --------- (8,919) 134,087 ---------- --------- Net increase (decrease) in net assets 67,048 107,177 ---------- --------- Net Assets: Beginning of year 389,120 281,943 ---------- --------- End of year $456,168 $ 389,120 ========== ========= Undistributed Net Investment Income (Loss) $ 12,400 $ 13,493 ========== ========= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 3,337 11,037 Service Class 177 - ---------- --------- 3,514 11,037 ---------- --------- Shares issued-reinvested from distributions: Initial Class 1,683 1,786 Service Class 1 - ---------- --------- 1,684 1,786 ---------- --------- Shares redeemed: Initial Class (5,613) (4,151) Service Class (18) - ---------- --------- (5,631) (4,151) ---------- --------- Net increase (decrease) in shares outstanding (433) 8,672 ========== ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Federated Growth & Income 7 Federated Growth & Income - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 14.35 $ 0.48 $ 3.24 $ 3.72 12/31/2002 15.28 0.62 (0.48) 0.14 12/31/2001 13.43 0.64 1.46 2.10 12/31/2000 10.91 0.51 2.65 3.16 12/31/1999 12.28 0.48 (1.00) (0.52) - --------------- ---------- --------- -------- --------- --------- Service Class 12/31/2003 15.04 0.17 2.88 3.05 - --------------- ---------- --------- -------- --------- --------- For a share outstanding throughout each period (a) ------------------------------------------------------ Distributions ----------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ------------ --------------- ------------ Initial Class $ (0.49) $ (0.49) $ (0.98) $ 17.09 (0.35) (0.72) (1.07) 14.35 (0.25) - (0.25) 15.28 (0.63) (0.01) (0.64) 13.43 (0.75) (0.10) (0.85) 10.91 - --------------- --------- --------- --------- --------- Service Class (0.03) (0.49) (0.52) 17.57 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 26.84% $ 453,361 0.81% 0.81% 3.14% 128% 12/31/2002 0.96 389,120 0.81 0.81 4.11 146 12/31/2001 15.70 281,943 0.86 0.86 4.39 117 12/31/2000 29.16 122,886 0.86 0.86 4.31 147 12/31/1999 (4.45) 76,280 0.89 0.89 4.01 117 - --------------- ---------- ----- --------- ---- ---- ---- --- Service Class 12/31/2003 20.79 2,807 1.08 1.08 1.55 128 - --------------- ---------- ----- --------- ---- ---- ---- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-March 1, 1994 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any. (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Federated Growth & Income 8 Federated Growth & Income - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Federated Growth & Income ("the Fund"), part of ATSF, began operations on March 1, 1994. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $73 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Federated Growth & Income 9 Federated Growth & Income - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $45 are included in net realized gains in the Statement of Operations. Real Estate Investment Trusts ("REITs"): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates. Since the Fund invests in real estate related securities, the value of its shares may fluctuate more widely than the value of shares of a fund that invests in a broad range of industries. Dividend income is recorded at management's estimate of the income included in distributions from the REIT investments. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after the fiscal year-end, and may differ from the estimated amounts. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.75% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Federated Growth & Income 10 Federated Growth & Income - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $16. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 401,164 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 386,986 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ - Undistributed net investment income (loss) (1,468) Undistributed net realized capital gains (loss) 1,468 The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 21,168 Long-term capital gains 4,383 2003 Distributions paid from: Ordinary income 17,456 Long-term capital gains 8,149 The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 18,969 ======== Undistributed Long-term Capital Gains $ 7,512 ======== Capital Loss Carryforward $ - ======== Post October Currency Loss $ 384 ======== Net Unrealized Appreciation (Depreciation) $ 59,514 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Federated Growth & Income 11 Federated Growth & Income - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4-(continued) The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 468,510 ========= Unrealized Appreciation $ 60,237 Unrealized (Depreciation) (723) --------- Net Unrealized Appreciation (Depreciation) $ 59,514 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Federated Growth & Income 12 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Federated Growth & Income In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Federated Growth & Income (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Federated Growth & Income 13 Great Companies-America(SM) - -------------------------------------------------------------------------------- MARKET ENVIRONMENT For the first time in three years the markets closed up for the year. Unfortunately, many investors who became afraid of the market pulled out in 2002 and have missed the significant market run-up in 2003. We believe that there are several lessons to be learned from the last three years, as follows: 1. Over the long-term, markets improve. It is important to realize that stocks have outperformed most asset classes over time. While there will certainly be periods characterized by corrections, over the long-term, the market has historically moved in a positive direction. 2. It is impossible to time the market. Those who pulled out in 2002 missed a significant opportunity to increase their net worth. It is very difficult to do well if you are not a long-term investor. 3. It is very difficult for individuals to select stocks and manage their portfolios. In the late 1990's a number of people left the work force and became day traders. This is akin to taking your money to Las Vegas with the expectation that you will break the bank. Investing in securities is complex and a full time job best left to professionals. 4. Whenever your emotions control your stock market activities, you will lose. Unfortunately, many investors let their emotions guide their actions. They held speculative stocks when the market collapsed and pulled out of the market when it began to rise. Investor emotions enable us to purchase terrific companies at significant discounts and hold these stocks as they turn around and rise faster than the market. In the short-term, the economy seems well positioned to continue pushing the market to higher levels. This is being driven by lower interest rates, higher consumer confidence ratings, and stronger corporate earnings. We believe that the market will slow down in the second half of 2004. PERFORMANCE For the year ended December 31, 2003, Great Companies- America(SM) returned 24.67%. By comparison its benchmark, the Standard and Poor's 500 Composite Stock Index returned 28.67%. STRATEGY REVIEW We always want to see higher returns for our shareholders. But, we do not intend to change our strategy because large-cap growth companies underperformed in 2003. We continue to believe in the Great Companies-America(SM) strategy. While the market has shown strength, we believe that market prices ultimately will be driven by earnings and free cash flows. While many of the technology stocks are at or above their intrinsic values, there are a number of stocks in the Great Companies- America(SM) portfolio trading well below their intrinsic values. /s/ James H. Huguet James H. Huguet /s/ Gerald W. Bollman Gerald W. Bollman /s/ Matthew C. Stephani Matthew C. Stephani Co-Portfolio Managers Great Companies, L.L.C. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-America(SM) 1 Great Companies-America(SM) - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/1/00 through 12/31/03 Initial Class S&P 500 5/1/00 $10,000 $10,000 6/30/00 10,420 10,037 9/30/00 10,570 9,940 12/31/00 11,380 9,162 3/31/01 9,610 8,077 6/30/01 9,950 8,549 9/30/01 8,979 7,295 12/31/01 9,992 8,074 3/31/02 10,002 8,097 6/30/02 8,377 7,012 9/30/02 7,533 5,802 12/31/02 7,925 6,290 3/31/03 7,814 6,092 6/30/03 8,810 7,030 9/30/03 9,012 7,216 12/31/03 9,880 8,094 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ------------- ---------- Initial Class 24.67% (0.33)% 5/1/00 S&P 500(1) 28.67% (5.59)% 5/1/00 - --------------- ----- ----- ------ Service Class - 17.25 % 5/1/03 - --------------- ----- ----- ------ NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Investments in a "non-diversified" portfolio may be subject to specific risks such as susceptibility to single economic political, or regulatory events, and may be subject to greater loss than investments in a diversified portfolio. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-America(SM) 2 Great Companies-America(SM) - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value --------- ------------ COMMON STOCKS (99.4%) Aerospace (7.6%) United Technologies Corporation 185,198 $ 17,551 Beverages (3.9%) Coca-Cola Company (The) 93,000 4,720 PepsiCo, Inc. 90,000 4,196 Business Services (11.5%) First Data Corporation (a) 371,545 15,267 Omnicom Group, Inc. 128,100 11,187 Chemicals & Allied Products (8.9%) Colgate-Palmolive Company 187,400 9,379 Procter & Gamble Company (The) 111,000 11,087 Commercial Banks (7.6%) Bank of New York Company, Inc. (The320,700 10,622 Citigroup Inc. 142,193 6,902 Computer & Office Equipment (3.1%) International Business Machines Corporation 78,000 7,229 Electronic & Other Electric Equipment (7.1%) General Electric Company 524,530 16,250 Electronic Components & Accessories (2.9%) Texas Instruments Incorporated 228,200 6,705 Insurance (4.4%) American International Group, Inc. 152,885 10,132 Insurance Agents, Brokers & Service (4.6%) Marsh & McLennan Companies, Inc. (a221,500 10,608 Medical Instruments & Supplies (4.0%) Medtronic, Inc. 188,400 9,158 Paper & Allied Products (4.6%) 3M Company 124,954 10,625 Pharmaceuticals (19.6%) Abbott Laboratories 322,500 15,029 Johnson & Johnson 191,480 9,892 Pfizer Inc. 300,000 10,599 Wyeth 222,400 9,441 Security & Commodity Brokers (9.6%) Goldman Sachs Group, Inc. (The) 45,000 4,443 Lehman Brothers Holdings Inc. 136,700 10,555 Merrill Lynch & Co., Inc. 119,000 6,979 --------- Total Common Stocks (cost: $195,144) 228,556 --------- Principal Value -------------- ------------ SECURITY LENDING COLLATERAL (7.7%) Debt (6.1%) Bank Notes (0.3%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 83 $ 83 Fleet National Bank 1.00%, due 01/21/2004 311 311 National Bank of Commerce 1.19%, due 04/21/2004 259 259 Commercial Paper (1.6%) Compass Securitization-144A 1.08%, due 01/22/2004 156 156 Delaware Funding Corporation 1.08%, due 01/07/2004 103 103 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 156 156 1.09%, due 01/13/2004 104 104 1.08%, due 02/05/2004 207 207 General Electric Capital Corporation 1.09%, due 01/08/2004 259 259 1.09%, due 01/09/2004 156 156 1.08%, due 01/16/2004 207 207 Govco Incorporated-144A 1.07%, due 02/05/2004 259 259 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 259 259 1.09%, due 02/06/2004 259 259 1.10%, due 02/09/2004 151 151 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 259 259 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 156 156 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 301 301 1.08%, due 02/17/2004 517 517 Sheffield Receivables-144A 1.09%, due 01/21/2004 104 104 Euro Dollar Overnight (0.3%) BNP Paribas SA 0.97%, due 01/07/2004 518 518 Credit Agricole Indosuez 0.98%, due 01/02/2004 21 21 1.08%, due 01/06/2004 197 197 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-America(SM) 3 Great Companies-America(SM) - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value --------------- ------------ Euro Dollar Terms (1.5%) Bank of Montreal 1.06%, due 01/15/2004 $ 101 $ 101 1.06%, due 02/17/2004 208 208 Bank of Scotland 1.06%, due 04/02/2004 156 156 Citigroup Inc. 1.10%, due 01/22/2004 156 156 1.09%, due 02/06/2004 208 208 Credit Agricole Indosuez 1.08%, due 01/28/2004 104 104 Den Danske Bank 1.08%, due 01/20/2004 519 519 1.02%, due 01/30/2004 259 259 Royal Bank of Canada 1.05%, due 02/27/2004 519 519 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 311 311 1.08%, due 01/15/2004 104 104 1.08%, due 01/20/2004 52 52 Svenska Handelsbanken AB 1.09%, due 01/15/2004 52 52 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 311 311 Wells Fargo & Company 1.04%, due 01/30/2004 415 415 Master Notes (0.4%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 208 208 1.14%, due 09/08/2004 311 311 Morgan Stanley 1.05%, due 06/21/2004 498 498 Principal Value --------------- ------------ Medium Term Notes (0.3%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 $ 519 $ 519 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 156 156 Repurchase Agreements (1.7%) (b) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/03 to be repurchased at $1,214 on 01/02/2004 1,214 1,214 Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/03 to be repurchased at $1,650 on 01/02/2004 1,650 1,650 Morgan Stanley 1.11%, Repurchase Agreements dated 12/31/03 to be repurchased at $986 on 01/02/2004 986 986 Shares Value --------------- ------------ Investment Companies (1.6%) Money Market Funds (1.6%) American AAdvantage Select Fund 1-day yield of 1.00% 254,527 $ 255 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 621,446 621 Merrimac Cash Series Fund- Premium Class 1-day yield of 0.98% 2,702,253 2,702 --------- Total Security Lending Collateral (cost: $17,597) 17,597 --------- Total Investment Securities (cost: $212,741) $ 246,153 ========= SUMMARY: Investments, at value 107.1 % $ 246,153 Liabilities in excess of other assets (7.1)% (16,395) --------- --------- Net assets 100.0 % $ 229,758 ========= ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $17,208. (b) Cash collateral for the Repurchase Agreements, valued at $3,927, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-America(SM) 4 Great Companies-America(SM) - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $212,741) (including $17,208 of securities loaned) $246,153 Cash 1,143 Receivables: Interest 1 Dividends 234 Other 11 --------- 247,542 --------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 164 Payable for collateral for securities on loan 17,597 Other 23 --------- 17,784 --------- Net Assets $229,758 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 235 Additional paid-in capital 221,594 Undistributed net investment income (loss) 1,785 Accumulated net realized gain (loss) from investment securities (27,268) Net unrealized appreciation (depreciation) on investment securities 33,412 --------- Net Assets $229,758 ========= Shares Outstanding: Initial Class 23,428 Service Class 55 Net Asset Value and Offering Price Per Share: Initial Class $ 9.78 Service Class 9.81 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 27 Dividends 3,845 Income from loaned securities-net 10 -------- 3,882 -------- Expenses: Management and advisory fees 1,962 Transfer agent fees 3 Printing and shareholder reports 56 Custody fees 26 Administration fees 21 Legal fees 3 Auditing and accounting fees 10 Directors fees 10 Other 6 -------- Total expenses 2,097 -------- Net Investment Income (Loss) 1,785 -------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities (5,244) Increase (decrease) in unrealized appreciation (depreciation) on investment securities 60,596 -------- Net Gain (Loss) on Investment Securities 55,352 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 57,137 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-America(SM) 5 Great Companies-America(SM) - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 1,785 $ 997 Net realized gain (loss) from investment securities (5,244) (16,136) Net unrealized appreciation (depreciation) on investment securities 60,596 (27,597) -------- --------- 57,137 (42,736) -------- --------- Distributions to Shareholders: From net investment income: Initial Class (997) (456) Service Class - - -------- --------- (997) (456) -------- --------- From net realized gains: Initial Class - - Service Class - - -------- --------- - - -------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 64,421 121,981 Service Class 527 - -------- --------- 64,948 121,981 -------- --------- Proceeds from fund acquisition: Initial Class - 43,566 Service Class - - -------- --------- - 43,566 -------- --------- Dividends and distributions reinvested: Initial Class 997 456 Service Class - - -------- --------- 997 456 -------- --------- Cost of shares redeemed: Initial Class (126,260) (41,724) Service Class (28) - -------- --------- (126,288) (41,724) -------- --------- (60,343) 124,279 -------- --------- Net increase (decrease) in net assets (4,203) 81,087 -------- --------- Net Assets: Beginning of year 233,961 152,874 -------- --------- End of year $ 229,758 $ 233,961 ========= ========= Undistributed Net Investment Income (Loss) $ 1,785 $ 997 ========= ========= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 7,947 14,532 Service Class 58 - --------- --------- 8,005 14,532 --------- --------- Shares issued-on fund acquisition: Initial Class - 4,749 Service Class - - --------- --------- - 4,749 --------- --------- Shares issued-reinvested from distributions: Initial Class 113 54 Service Class - - --------- --------- 113 54 --------- --------- Shares redeemed: Initial Class (14,308) (5,002) Service Class (3) - ---------- --------- (14,311) (5,002) --------- --------- Net increase (decrease) in shares outstanding (6,193) 14,333 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-America(SM) 6 Great Companies-America(SM) - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 7.88 $ 0.06 $ 1.88 $ 1.94 12/31/2002 9.96 0.05 (2.11) (2.06) 12/31/2001 11.38 0.04 (1.43) (1.39) 12/31/2000 10.00 0.04 1.34 1.38 - --------------- ---------- --------- -------- -------- -------- Service Class 12/31/2003 8.37 0.03 1.41 1.44 - --------------- ---------- --------- -------- -------- -------- For a share outstanding throughout each period (a) ---------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ------------ Initial Class $ (0.04) $ - $ (0.04) $ 9.78 (0.02) - (0.02) 7.88 (0.03) - (0.03) 9.96 - - - 11.38 - --------------- --------- --- --------- --------- Service Class - - - 9.81 - --------------- --------- --- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 24.67% $ 229,217 0.85% 0.85% 0.73% 39% 12/31/2002 (20.69) 233,961 0.88 0.88 0.54 31 12/31/2001 (12.20) 152,874 0.89 0.89 0.39 70 12/31/2000 13.80 83,121 0.91 0.91 0.52 15 - --------------- ---------- ------ --------- ---- ---- ---- -- Service Class 12/31/2003 17.25 541 1.12 1.12 0.50 39 - --------------- ---------- ------ --------- ---- ---- ---- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 1, 2000 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-America(SM) 7 Great Companies-America(SM) - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Great Companies-America(SM) ("the Fund"), part of ATSF, began operations on May 1, 2000. The Fund is "non-diversified" under the 1940 Act. The fund will acquire GE U.S. Equity effective as of the close of business on April 30, 2004, subject to approval by owners of variable annuity contracts and variable life policies ("Policyowners"). On April 26, 2002, the Fund acquired all the net assets of C.A.S.E. Growth pursuant to a plan of reorganization approved by shareholders of C.A.S.E. Growth on April 23, 2003. The acquisition was accomplished by a tax-free exchange of 4,749 shares of the Fund for the 7,101 shares of C.A.S.E. Growth outstanding on April 25, 2002. C.A.S.E. Growth's net assets at that date, $43,566, were combined with those of the Fund, resulting in combined net assets of $197,574. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $4 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-America(SM) 8 Great Companies-America(SM) - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan areincluded in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Great Companies, LLC is both an affiliate of the Fund and a sub-adviser to the Fund. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.80% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $8. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-America(SM) 9 Great Companies-America(SM) - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 90,733 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 143,800 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 456 Long-term capital gains - 2003 Distributions paid from: Ordinary income $ 997 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 1,787 ======== Undistributed Long-term Capital Gains $ - ======== Capital Loss Carryforward $(22,843) ======== Post October Loss $ - ======== Net Unrealized Appreciation (Depreciation) $ 28,988 ======== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 4,494 December 31, 2009 8,761 December 31, 2010 9,588 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 217,165 ========= Unrealized Appreciation $ 31,741 Unrealized (Depreciation) (2,753) --------- Net Unrealized Appreciation (Depreciation) $ 28,988 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-America(SM) 10 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Great Companies-America(SM) In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Great Companies-America(SM) (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-America(SM) 11 Great Companies-Technology(SM) - -------------------------------------------------------------------------------- MARKET ENVIRONMENT Technology stocks, as represented by the NASDAQ Composite Index ("NASDAQ Composite"), advanced more than 12% in the past quarter and as much as 50% in the past year. Yet the returns to shareholders over the past three years are far below other widely used benchmarks for equities. In our view, the recovery of technology stock prices this past year has largely closed the valuation gap that had opened during the long market slide. Over the next year, we believe, prices should generally advance in line with increases in intrinsic values. PERFORMANCE For the year ended December 31, 2003, Great Companies- Technology(SM) returned 50.95%. By comparison its benchmark, the NASDAQ Composite returned 50.01%. STRATEGY REVIEW While we do not have a comparable estimate for all stocks in the NASDAQ Composite, we are confident that our stocks are in dominant positions competitively, conservatively managed by excellent managers and are strong producers of shareholder value. In 2003, performance in our benchmark came largely from stocks which had lost most of their market value in the previous two years; stocks that we do not own. In the long run, we believe business levels, which exceed those represented by the NASDAQ Composite to coincide with better-than-benchmark stock performance. The rebound in internet-related stocks has had an outsized effect upon technology indices in recent months. It might seem that some investors just do not see the actual businesses represented by their stocks. For example, the average market capitalization to sales ratio of internet stocks has risen to slightly less than five times, versus 2.7 times for the companies in the NASDAQ Composite. While this is mild compared to 1999 and 2000, many of these companies have been shrinking rather than growing and thus deserve a discount. We have two internet companies in the portfolio, both profitable, both growing rapidly and both priced recently at a discount to their intrinsic value. /s/ James H. Huguet James H. Huguet /s/ Gerald W. Bollman Gerald W. Bollman /s/ Mathew C. Stephani Mathew C. Stephani Co-Portfolio Managers Great Companies, L.L.C. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-Technology(SM) 1 Great Companies-Technology(SM) - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/1/00 through 12/31/03 Initial Class NASDAQ Composite 5/1/00 $10,000 $10,000 6/30/00 10,410 10,273 9/30/00 9,310 9,513 12/31/00 6,740 6,399 3/31/01 4,570 4,767 6/30/01 4,820 5,596 9/30/01 3,150 3,882 12/31/01 4,250 5,052 3/31/02 4,200 4,780 6/30/02 2,990 3,790 9/30/02 2,250 3,036 12/31/02 2,630 3,459 3/31/03 2,760 3,474 6/30/03 3,240 4,203 9/30/03 3,580 4,629 12/31/03 3,970 5,189 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- -------------- ---------- Initial Class 50.95% (22.26)% 5/1/00 NASDAQ Composite(1) 50.01% (16.35)% 5/1/00 - ------------------- ----- ------ ------ Service Class - 32.33% 5/1/03 - ------------------- ----- ------ ------ NOTES (1) The NASDAQ Composite (NASDAQ Composite) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Investments in a "non-diversified" portfolio may be subject to specific risks such as susceptibility to single economic political, or regulatory events, and may be subject to greater loss than investments in a diversified portfolio. Investing in technology stocks generally involves greater volatility and risks, so an investment in the portfolio may not be appropriate for everyone. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-Technology(SM) 2 Great Companies-Technology(SM) - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ---------- ------------ COMMON STOCKS (92.3%) Business Services (12.2%) eBay Inc. (a) 71,800 $ 4,638 First Data Corporation (b) 520,717 21,396 Communications Equipment (4.8%) UTStarcom, Inc. (a)(b) 275,946 10,229 Computer & Data Processing Services (22.4%) Electronic Arts Inc. (a)(b) 320,100 15,294 Microsoft Corporation 648,000 17,846 Symantec Corporation (a)(b) 291,200 10,090 Yahoo! Inc. (a) 103,300 4,666 Computer & Office Equipment (22.4%) Cisco Systems, Inc. (a) 416,900 10,127 Dell Computer Corporation (a) 394,400 13,394 EMC Corporation (a) 556,000 7,184 International Business Machines Corporation 185,600 17,201 Electronic Components & Accessories (19.4%) Analog Devices, Inc. 173,500 7,920 Integrated Circuit Systems, Inc. (a) 152,400 4,342 Intel Corporation 259,576 8,358 Maxim Integrated Products 172,500 8,591 Texas Instruments Incorporated 266,100 7,818 Xilinx, Inc. (a) 116,400 4,509 Industrial Machinery & Equipment (1.7%) Applied Materials, Inc. (a) 165,500 3,715 Instruments & Related Products (4.7%) Waters Corporation (a) 305,100 10,117 Pharmaceuticals (4.7%) Amgen Inc. (a) 162,000 10,012 --------- Total Common Stocks (cost: $160,751) 197,447 --------- Principal Value ------------------------ --------------- SECURITY LENDING COLLATERAL (11.5%) Debt (9.2%) Bank Notes (0.4%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 116 $ 116 Fleet National Bank 1.00%, due 01/21/2004 437 437 National Bank of Commerce 1.19%, due 04/21/2004 364 364 Commercial Paper (2.4%) Compass Securitization-144A 1.08%, due 01/22/2004 218 218 Delaware Funding Corporation 1.08%, due 01/07/2004 145 145 Principal Value ------------------------ --------------- Commercial Paper (continued) Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 $ 218 $ 218 1.09%, due 01/13/2004 146 146 1.08%, due 02/05/2004 291 291 General Electric Capital Corporation 1.09%, due 01/08/2004 363 363 1.09%, due 01/09/2004 218 218 1.08%, due 01/16/2004 290 290 Govco Incorporated-144A 1.07%, due 02/05/2004 364 364 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 363 363 1.09%, due 02/06/2004 363 363 1.10%, due 02/09/2004 212 212 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 363 363 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 218 218 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 422 422 1.08%, due 02/17/2004 727 727 Sheffield Receivables-144A 1.09%, due 01/21/2004 146 146 Euro Dollar Overnight (0.5%) BNP Paribas SA 0.97%, due 01/07/2004 728 728 Credit Agricole Indosuez 0.98%, due 01/02/2004 29 29 1.08%, due 01/06/2004 277 277 Euro Dollar Terms (2.3%) Bank of Montreal 1.06%, due 01/15/2004 142 142 1.06%, due 02/17/2004 291 291 Bank of Scotland 1.06%, due 04/02/2004 218 218 Citigroup Inc. 1.10%, due 01/22/2004 218 218 1.09%, due 02/06/2004 291 291 Credit Agricole Indosuez 1.08%, due 01/28/2004 146 146 Den Danske Bank 1.08%, due 01/20/2004 728 728 1.02%, due 01/30/2004 364 364 Royal Bank of Canada 1.05%, due 02/27/2004 728 728 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-Technology(SM) 3 Great Companies-Technology(SM) - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value --------------- ------------ Euro Dollar Terms (continued) Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 $ 437 $ 437 1.08%, due 01/15/2004 146 146 1.08%, due 01/20/2004 73 73 Svenska Handelsbanken AB 1.09%, due 01/15/2004 73 73 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 437 437 Wells Fargo & Company 1.04%, due 01/30/2004 582 582 Master Notes (0.7%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 291 291 1.14%, due 09/08/2004 437 437 Morgan Stanley 1.05%, due 06/21/2004 699 699 Medium Term Notes (0.4%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 729 729 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 218 218 Repurchase Agreements (2.5%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $1,705 on 01/02/2004 1,705 1,705 Principal Value --------------- ------------ Repurchase Agreements (continued) Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $2,316 on 01/02/2004 $ 2,316 $ 2,316 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $1,384 on 01/02/2004 1,384 1,384 Shares Value --------------- ------------ Investment Companies (2.3%) Money Market Funds (2.3%) American AAdvantage Select Fund 1-day yield of 1.00% 357,152 $ 357 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 872,013 872 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 3,791,802 3,792 --------- Total Security Lending Collateral (cost: $24,692) 24,692 --------- Total Investment Securities (cost: $185,443) $ 222,139 ========= SUMMARY: Investments, at value 103.8 % $ 222,139 Liabilities in excess of other assets (3.8)% (8,235) --------- --------- Net assets 100.0 % $ 213,904 ========= ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $23,955. (c) Cash collateral for the Repurchase Agreements, valued at $5,511, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-Technology(SM) 4 Great Companies-Technology(SM) - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $185,443) (including $23,955 of securities loaned) $222,139 Cash 16,615 Receivables: Interest 3 Dividends 10 Other 17 --------- 238,784 --------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 151 Due to advisor 14 Distribution fees 1 Payable for collateral for securities on loan 24,692 Other 22 --------- 24,880 --------- Net Assets $213,904 ========= Net Assets Consist of: Capital stock, 100,000 shares authorized ($.01 par value) $ 538 Additional paid-in capital 208,726 Undistributed net investment income (loss) - Accumulated net realized gain (loss) from investment securities (32,056) Net unrealized appreciation (depreciation) on investment securities 36,696 --------- Net Assets $213,904 ========= Shares Outstanding: Initial Class 53,636 Service Class 187 Net Asset Value and Offering Price Per Share: Initial Class $ 3.97 Service Class 3.97 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 31 Dividends 357 Income from loaned securities-net 11 -------- 399 -------- Expenses: Management and advisory fees 1,091 Transfer agent fees 2 Printing and shareholder reports 28 Custody fees 16 Administration fees 20 Legal fees 1 Auditing and accounting fees 10 Directors fees 4 Other 1 Recaptured expenses 14 Service fees: Service Class 1 -------- Total expenses 1,188 -------- Net Investment Income (loss) (789) -------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities 5,445 Increase (decrease) in unrealized appreciation (depreciation) on investment securities 49,330 -------- Net Gain (Loss) on Investment Securities 54,775 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 53,986 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-Technology(SM) 5 Great Companies-Technology(SM) - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ---------------- ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (789) $ (339) Net realized gain (loss) from investment securities 5,445 (17,165) Net unrealized appreciation (depreciation) on investment securities 49,330 (3,017) --------- -------- 53,986 (20,521) --------- -------- Distributions to Shareholders: From net investment income: Initial Class - - Service Class - - --------- -------- - - --------- -------- From net realized gains: Initial Class - - Service Class - - --------- -------- - - --------- -------- Capital Share Transactions: Proceeds from shares sold: Initial Class 137,067 55,356 Service Class 769 - --------- -------- 137,836 55,356 --------- -------- Dividends and distributions reinvested: Initial Class - - Service Class - - --------- -------- - - --------- -------- Cost of shares redeemed: Initial Class (31,243) (38,286) Service Class (109) - --------- -------- (31,352) (38,286) --------- -------- 106,484 17,070 --------- -------- Net increase (decrease) in net assets 160,470 (3,451) --------- -------- Net Assets: Beginning of year 53,434 56,885 --------- -------- End of year $ 213,904 $ 53,434 ========= ======== Undistributed Net Investment Income (Loss) $ - $ - ========= ======== December 31, December 31, 2003 2002 ---------------- ---------------- Share Activity: Shares issued: Initial Class 43,188 17,939 Service Class 215 - --------- -------- 43,403 17,939 --------- -------- Shares issued-reinvested from distributions: Initial Class - - Service Class - - --------- -------- - - --------- -------- Shares redeemed: Initial Class (9,878) (10,987) Service Class (28) - --------- -------- (9,906) (10,987) --------- -------- Net increase (decrease) in shares outstanding 33,497 6,952 ========= ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-Technology(SM) 6 Great Companies-Technology(SM) - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 2.63 $ (0.02) $ 1.36 $ 1.34 12/31/2002 4.25 (0.03) (1.59) (1.62) 12/31/2001 6.74 (0.03) (2.46) (2.49) 12/31/2000 10.00 (0.01) (3.25) (3.26) - --------------- ---------- ------- --------- -------- -------- Service Class 12/31/2003 3.00 (0.02) 0.99 0.97 - --------------- ---------- ------- --------- -------- -------- For a share outstanding throughout each period (a) -------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ---------- Initial Class $ - $ - $ - $ 3.97 - - - 2.63 - - - 4.25 - - - 6.74 - --------------- --- --- --- -------- Service Class - - - 3.97 - --------------- --- --- --- -------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 50.95% $ 213,164 0.87% 0.87% (0.57)% 40% 12/31/2002 (38.12) 53,434 1.00 1.01 (0.79) 86 12/31/2001 (36.94) 56,885 0.99 0.99 (0.66) 75 12/31/2000 (32.60) 24,159 1.00 1.05 (0.16) 48 - --------------- ---------- ------ --------- ---- ---- ----- -- Service Class 12/31/2003 32.33 740 1.12 1.12 (0.83) 40 - --------------- ---------- ------ --------- ---- ---- ----- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 1, 2000 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. The impact of recaptured expenses on the Ratio of Expenses to Average Net Assets was 0.01%. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-Technology(SM) 7 Great Companies-Technology(SM) - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Great Companies- Technology(SM) ("the Fund"), part of ATSF, began operations on May 1, 2000. The Fund is "non-diversified" under the 1940 Act. The Fund will acquire Blackrock Global Science & Technology effective the close of business on April 30, 2004, subject to approval by Policyowners. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Trustees and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $5 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-Technology(SM) 8 Great Companies-Technology(SM) - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amounts of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as in the Schedule of Investments. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Great Companies, LLC is both an affiliate of the Fund and a sub-adviser to the Fund. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (ie. through the asset allocation funds): Net % of Assets Net Assets ----------- ----------- Asset Allocation-Conservative Portfolio $ 13,220 6% Asset Allocation-Growth Portfolio 22,838 11% Asset Allocation-Moderate Growth Portfolio 41,447 19% Asset Allocation-Moderate Portfolio 42,230 20% -- 56% == Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.80% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Increase in Expenses Total Expenses Recovered to Average by Advisor Net Assets ------------ --------------- Recovered in 2003 $ 14 0.01% Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-Technology(SM) 9 Great Companies-Technology(SM) - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $7. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 142,643 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 50,983 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (789) Undistributed net investment income (loss) 789 Undistributed net realized capital gains (loss) - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ - ======== Undistributed Long-term Capital Gains $ - ======== Capital Loss Carryforward $(29,743) ======== Post October Loss $ - ======== Net Unrealized Appreciation (Depreciation) $ 34,382 ======== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 7,553 December 31, 2009 22,190 December 31, 2010 The capital loss carryforward utilized during the period ended December 31, 2003 was $3,253. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 187,757 ========= Unrealized Appreciation $ 35,474 Unrealized (Depreciation) (1,092) --------- Net Unrealized Appreciation (Depreciation) $ 34,382 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-Technology(SM) 10 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Great Companies-Technology(SM) In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Great Companies-Technology(SM) (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Great Companies-Technology(SM) 11 GE U.S. Equity - -------------------------------------------------------------------------------- MARKET ENVIRONMENT The U.S. Equity markets were able to stage a sound bull market rally in 2003 after a three-year bear market that started in 2000 with the bursting of the technology bubble. Investors were able to overlook a war, a plummeting dollar, higher oil prices, and the potential for further terrorist acts and instead focused on low interest rates, low inflation, strong economic growth, an improving labor market, and better corporate profits -- not to mention the capture of Saddam Hussein in December. The major indices were up double-digits in the fourth quarter and year-to-date. The Dow Jones Industrial Average posted a 13.40% return in the fourth quarter and finished the year up 28.28%, the best return since 1996. The Standard and Poor's 500 Composite Stock Index ("S&P 500") was up 12.17% in the fourth quarter and advanced 28.67% for the year, the best return since 1997. And the technology-led NASDAQ Composite Index posted a 12.11% return in the fourth quarter but advanced 50.01% for the year, the best return since 1999. Most of the advance in the markets started after the March lows in 2003, continuing to gain momentum through the rest of the year as the economic recovery dovetailed with improving corporate profits. Looking at sector performance for the fourth quarter showed only four sectors underperformed the market, including utilities, consumer staples, healthcare, and financials. On the other hand, materials, energy, industrials, consumer discretionary, telecommunication services, and information technology ("IT") all did better than the market as defined by the S&P 500. On a year-to-date basis, IT led the 2003 bull market recovery with materials, consumer discretionary, industrials, financials all beating the S&P 500 market return as investors bid up early cyclical stocks in the face of an improving market recovery. Telecommunication services, healthcare, consumer staples, energy, and utilities all lagged the market. Telecommunication companies continued to have poor fundamental visibility on earnings, healthcare companies lagged all year due to worries over pharmaceutical pricing legislation and product pipeline issues. The consumer staples sector lagged as revenue opportunities seemed marginal, thereby capping valuations. Utilities also lagged, as investors were not interested in defensive stocks. Many of the stocks that helped fuel the gains in technology, materials, consumer discretionary, industrials, and financials were on average smaller in market capitalization, had higher expected growth rates, and were more expensive in terms of P/E ratio -- companies losing money posted some of the best returns in 2003. This trend was evident starting in the second quarter as the market began to rally after the Iraq War was declared over. Interestingly, investor's penchant for investing in these stocks created a "quality" schism in the market. For example, larger capitalization companies were overlooked for smaller, expensive, risky stocks. Stocks with a beta greater than 2.0 (risky) were up 80% for the year 2003 where as less risky stocks or stocks with betas less than 2.0 were up a mere 25% -- underperforming the S&P 500 by almost 4%. In addition, stocks with P/E ratios greater than 50 or negative advanced 72% for 2003 whereas stocks with P/E ratios less than 50 were up only 27% -- again underperforming the S&P 500. If you classified stocks by S&P ratings (A, B, C, or N/A) where A is the highest quality and N/A is not available or not rated, the C's and N/A companies were up 44% and 41%, respectively whereas the A's and B's were up only 24% and 32%, respectively. While this trend was challenging in 2003, many of these stocks have poor fundamentals and market history suggest that it is difficult to consistently post positive relative returns with this strategy. PERFORMANCE For the year ended December 31, 2003, GE U.S. Equity returned 22.95%. By comparison its benchmark, the S&P 500 returned 28.67%. STRATEGY REVIEW As we have written over the recent past, information technology ("IT") and healthcare have continued to be a drag on relative performance. Despite a slight overweight in technology, almost half of the relative underperformance for the year is due to stock selection in this sector. Many of the smaller capitalization, more speculative, higher priced stocks did well over the year as investors discounted negative earnings and poor fundamentals in the hopes of catching the bounce off the bottom with these stocks. Conversely, higher quality, larger capitalization companies lagged in terms of performance over the year. Within technology, software, communications equipment, IT services, semiconductors, computers and peripherals were the largest detractors. Healthcare relative underperformance for the year was primarily due to lagging stock performance in the healthcare provider and healthcare equipment industries. Pharmaceuticals lagged the market and while our portfolio holdings kept pace with the benchmark holdings, the relative underperformance of the industry versus the market detracted from performance. In addition, having virtually no weight in biotechnology did not help as the industry posted gains of almost 27% for the year. As of the year-end, the portfolio is slightly overweight in energy, financials, consumer discretionary, and technology. These areas should have solid relative profit growth over the next few quarters in the context of a continuing economic recovery. The portfolio is underweight in consumer staples, utilities and telecommunications services. Healthcare, industrials and materials are essentially market weight. /s/ Eugene K. Bolton Eugene K. Bolton Portfolio Manager GE Asset Management Incorporated AEGON/Transamerica Series Fund, Inc. Annual Report 2003 GE U.S. Equity 1 GE U.S. Equity - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 1/2/97 through 12/31/03 Initial Class S&P 500 1/2/97 $10,000 $10,000 3/31/97 9,812 10,269 6/30/97 11,499 12,060 9/30/97 12,418 12,963 12/31/97 12,701 13,335 3/31/98 14,192 15,194 6/30/98 14,523 15,695 9/30/98 13,050 14,137 12/31/98 15,606 17,146 3/31/99 16,421 18,000 6/30/99 17,703 19,268 9/30/99 16,547 18,066 12/31/99 18,479 20,753 3/31/00 18,827 21,228 6/30/00 18,502 20,666 9/30/00 18,507 20,466 12/31/00 18,333 18,865 3/31/01 16,804 16,630 6/30/01 17,330 17,603 9/30/01 15,186 15,020 12/31/01 16,705 16,625 3/31/02 16,990 16,671 6/30/02 14,864 14,439 9/30/02 12,429 11,946 12/31/02 13,397 12,952 3/31/03 12,900 12,543 6/30/03 14,713 14,474 9/30/03 14,923 14,857 12/31/03 16,472 16,665 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years Inception Date ----------- ------------ ----------- ---------- Initial Class 22.95% 1.09 % 7.41% 1/2/97 S&P 500(1) 28.67% (0.57)% 7.57% 1/2/97 - --------------- ----- ----- ----- ------ Service Class - - 18.22% 5/1/03 - --------------- ----- ----- ----- ------ NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 GE U.S. Equity 2 GE U.S. Equity - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- -------------- COMMON STOCKS (98.9%) Aerospace (2.9%) Lockheed Martin Corporation 14,309 $ 735 Northrop Grumman Corporation (b) 7,155 684 United Technologies Corporation 27,479 2,604 Amusement & Recreation Services (0.2%) Disney (Walt) Company (The) 12,881 301 Automotive (0.3%) Harley-Davidson, Inc. (b) 8,520 405 Beverages (2.5%) Anheuser-Busch Companies, Inc. (d) 13,759 725 PepsiCo, Inc. (d) 57,238 2,668 Business Services (3.8%) Catalina Marketing Corporation (a)(b) 13,541 273 eBay Inc. (a) 3,522 227 Equifax Inc. (b) 20,914 512 First Data Corporation 93,029 3,823 Omnicom Group, Inc. 4,733 413 Chemicals & Allied Products (3.9%) Avon Products, Inc. 1,981 134 Clorox Company (The) 24,656 1,197 Colgate-Palmolive Company 28,561 1,429 du Pont (E.I.) de Nemours and Company 4,403 202 Praxair, Inc. 24,128 922 Procter & Gamble Company (The) 10,017 1,000 Rohm and Haas Company 11,007 470 Commercial Banks (11.0%) Bank of America Corporation 14,302 1,150 Bank of New York Company, Inc. (The) 6,690 222 Bank One Corporation 8,587 391 Citigroup Inc. 127,166 6,173 FleetBoston Financial Corporation 10,127 442 Mellon Financial Corporation 35,443 1,138 Morgan Chase & Co. (J.P.) 14,860 546 State Street Corporation 35,773 1,863 U.S. Bancorp 35,003 1,042 Wachovia Corporation 20,473 954 Wells Fargo & Company 22,014 1,296 Communication (6.1%) Certegy Inc. 20,945 687 Comcast Corporation-Class A (a) 7,265 239 Comcast Corporation-Special Class A (a) 84,975 2,657 Liberty Media Corporation-Class A (a) 239,297 2,845 UnitedGlobalCom, Inc.-Class A (a)(b) 3,082 26 Viacom, Inc.-Class B 48,035 2,132 Computer & Data Processing Services (6.5%) Automatic Data Processing, Inc. 20,804 824 BMC Software, Inc. (a) 22,121 413 Shares Value -------------------- -------------- Computer & Data Processing Services (continued) Intuit Inc. (a) 29,059 $ 1,538 Microsoft Corporation 153,441 4,226 Oracle Corporation (a) 92,215 1,217 Unisys Corporation (a) 36,766 546 WebMD Corporation (a) 6,384 57 Yahoo! Inc. (a) 4,183 189 Computer & Office Equipment (4.4%) Cisco Systems, Inc. (a) 92,131 2,238 Dell Computer Corporation (a) 41,166 1,398 EMC Corporation (a) 6,714 87 Hewlett-Packard Company 7,924 182 International Business Machines Corporation 18,712 1,734 Pitney Bowes Inc. 9,246 376 Electric Services (1.6%) Dominion Resources, Inc. 15,185 969 EnCana Corporation (b) 18,052 712 Entergy Corporation 8,365 478 Electric, Gas & Sanitary Services (0.5%) Exelon Corporation 9,906 657 Electronic & Other Electric Equipment (0.5%) Eaton Corporation 3,632 392 Emerson Electric Co. 4,403 285 Electronic Components & Accessories (3.4%) Analog Devices, Inc. 30,710 1,402 Intel Corporation 67,915 2,187 Molex Incorporated-Class A 37,425 1,099 Environmental Services (0.6%) Waste Management, Inc. 26,417 782 Food & Kindred Products (0.8%) Altria Group, Inc. 4,403 240 General Mills, Inc. (b) 13,284 602 Sara Lee Corporation 10,456 227 Health Services (0.7%) HCA Inc. 3,082 132 Lincare Holdings Inc. (a)(b) 29,059 873 Industrial Machinery & Equipment (2.4%) Applied Materials, Inc. (a) 41,497 932 Baker Hughes Incorporated 9,136 294 Deere & Company 13,429 874 Dover Corporation 29,279 1,164 Instruments & Related Products (0.7%) Danaher Corporation 8,390 770 Raytheon Company 6,605 198 Insurance (5.4%) AFLAC Incorporated 9,686 350 Allstate Corporation (The) 22,494 968 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 GE U.S. Equity 3 GE U.S. Equity - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- -------------- Insurance (continued) American International Group, Inc. 70,731 $ 4,688 Berkshire Hathaway Inc.-Class B (a) 247 695 CIGNA Corporation 2,752 158 Travelers Property Casualty Corp.-Class B 10,127 172 UnitedHealth Group Incorporated 7,815 455 Insurance Agents, Brokers & Service (1.7%) Hartford Financial Services Group, Inc. (The) 11,009 650 Marsh & McLennan Companies, Inc. 34,453 1,650 Life Insurance (0.6%) Lincoln National Corporation 10,237 413 Prudential Financial, Inc. 9,246 386 Lumber & Other Building Materials (2.0%) Home Depot, Inc. (The) 70,006 2,485 Lowe's Companies, Inc. 3,963 220 Lumber & Wood Products (0.5%) Weyerhaeuser Company 10,347 662 Management Services (0.1%) Paychex, Inc. 3,853 143 Medical Instruments & Supplies (0.4%) DENTSPLY International Inc. 11,007 497 Metal Mining (0.9%) Barrick Gold Corporation (b) 18,712 425 Newmont Mining Corporation 15,850 770 Motion Pictures (0.6%) Time Warner Inc. (a) 44,029 792 Oil & Gas Extraction (3.2%) Burlington Resources Inc. 20,881 1,156 ConocoPhillips 20,363 1,335 Devon Energy Corporation 2,539 145 Nabors Industries Ltd. (a) 13,759 571 Schlumberger Limited (b) 21,245 1,163 Paper & Allied Products (1.5%) 3M Company 10,875 925 Kimberly-Clark Corporation 19,373 1,145 Personal Credit Institutions (0.4%) SLM Corporation 14,309 539 Petroleum Refining (3.1%) BP PLC-ADR 4,982 246 Exxon Mobil Corporation 97,964 4,017 Pharmaceuticals (11.6%) Abbott Laboratories 41,827 1,949 Amgen Inc. (a) 3,742 231 Cardinal Health, Inc. (b)(d) 34,783 2,127 Johnson & Johnson 59,681 3,083 Merck & Co., Inc. 12,329 570 Shares Value -------------------- -------------- Pharmaceuticals (continued) Pfizer Inc. 162,577 $ 5,744 Wyeth 56,511 2,399 Primary Metal Industries (0.4%) Alcoa Inc. (b) 15,410 586 Printing & Publishing (0.2%) Gannett Co., Inc. 2,422 216 Railroads (0.9%) Burlington Northern Santa Fe Corporation 14,309 463 Union Pacific Corporation 11,337 788 Security & Commodity Brokers (1.7%) American Express Company (d) 29,764 1,436 Goldman Sachs Group, Inc. (The) 2,135 211 Morgan Stanley 12,989 752 Telecommunications (3.2%) AT&T Corp. (b) 15,410 313 SBC Communications Inc. 25,317 660 Verizon Communications, Inc. 36,324 1,274 Vodafone Group PLC-ADR 86,737 2,172 Transportation & Public Utilities (0.1%) InterActiveCorp (a)(b) 2,312 78 Transportation Equipment (0.6%) General Dynamics Corporation 8,806 796 U.S. Government Agencies (2.9%) Fannie Mae 46,349 3,479 Freddie Mac 7,485 437 Variety Stores (3.0%) Target Corporation 52,692 2,023 Wal-Mart Stores, Inc. 38,855 2,061 Water Transportation (1.0%) Carnival Corporation 33,022 1,312 Wholesale Trade Nondurable Goods (0.1%) SYSCO Corporation 2,679 100 --------- Total Common Stocks (cost: $122,938) 135,902 --------- Principal Value -------------- ------------ SECURITY LENDING COLLATERAL (6.0%) Debt (4.8%) Bank Notes (0.2%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 39 $ 39 Fleet National Bank 1.00%, due 01/21/2004 146 146 National Bank of Commerce 1.19%, due 04/21/2004 122 122 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 GE U.S. Equity 4 GE U.S. Equity - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ------------------------ --------------- Commercial Paper (1.2%) Compass Securitization-144A 1.08%, due 01/22/2004 $ 73 $ 73 Delaware Funding Corporation 1.08%, due 01/07/2004 48 48 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 73 73 1.09%, due 01/13/2004 49 49 1.08%, due 02/05/2004 97 97 General Electric Capital Corporation 1.09%, due 01/08/2004 121 121 1.09%, due 01/09/2004 73 73 1.08%, due 01/16/2004 97 97 Govco Incorporated-144A 1.07%, due 02/05/2004 121 121 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 121 121 1.09%, due 02/06/2004 121 121 1.10%, due 02/09/2004 71 71 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 121 121 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 73 73 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 141 141 1.08%, due 02/17/2004 243 243 Sheffield Receivables-144A 1.09%, due 01/21/2004 49 49 Euro Dollar Overnight (0.3%) BNP Paribas SA 0.97%, due 01/07/2004 243 243 Credit Agricole Indosuez 0.98%, due 01/02/2004 10 10 1.08%, due 01/06/2004 92 92 Euro Dollar Terms (1.2%) Bank of Montreal 1.06%, due 01/15/2004 47 47 1.06%, due 02/17/2004 97 97 Bank of Scotland 1.06%, due 04/02/2004 73 73 Citigroup Inc. 1.10%, due 01/22/2004 73 73 1.09%, due 02/06/2004 97 97 Principal Value ------------------------ --------------- Euro Dollar Terms (continued) Credit Agricole Indosuez 1.08%, due 01/28/2004 $ 49 $ 49 Den Danske Bank 1.08%, due 01/20/2004 243 243 1.02%, due 01/30/2004 122 122 Royal Bank of Canada 1.05%, due 02/27/2004 243 243 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 146 146 1.08%, due 01/15/2004 49 49 1.08%, due 01/20/2004 24 24 Svenska Handelsbanken AB 1.09%, due 01/15/2004 24 24 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 146 146 Wells Fargo & Company 1.04%, due 01/30/2004 194 194 Master Notes (0.3%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 97 97 1.14%, due 09/08/2004 146 146 Morgan Stanley 1.05%, due 06/21/2004 233 233 Medium Term Notes (0.2%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 243 243 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 73 73 Repurchase Agreements (1.4%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/03 to be repurchased at $569 on 01/02/2004 569 569 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/03 to be repurchased at $772 on 01/02/2004 772 772 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/03 to be repurchased at $462 on 01/02/2004 462 462 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 GE U.S. Equity 5 GE U.S. Equity - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ------------ ------------ Investment Companies (1.2%) Money Market Funds (1.2%) American AAdvantage Select Fund 1-day yield of 1.00% 119,215 $ 119 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 291,071 291 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 1,265,675 1,266 --------- Total Security Lending Collateral (cost: $8,242) 8,242 --------- Total Investment Securities (cost: $131,180) $ 144,144 ========= SUMMARY: Investments, at value 104.9 % $144,144 Liabilities in excess of other assets (4.9)% (6,767) ----- -------- Net assets 100.0 % $137,377 ===== ======== FUTURES CONTRACTS: - ----------------------------------------------------------------- Net Unrealized Settlement Appreciation Contracts Date Amount (Depreciation) ----------- ------------ -------- --------------- S&P 500 Index 1 03/18/2004 $ 268 $ 9 NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $7,994. (c) Cash collateral for the Repurchase Agreements, valued at $1,839, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) At December 31, 2003, all or a portion of this security is segregated with the custodian to cover margin requirements for open futures contracts. The value of all securities segregated at December 31, 2003, is $1,179. DEFINITIONS: ADR American Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 GE U.S. Equity 6 GE U.S. Equity - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $131,180) (including $7,994 of securities loaned) $144,144 Cash 1,605 Receivables: Interest 1 Dividends 129 Variation margin 1 Other 7 --------- 145,887 --------- Liabilities: Investment securities purchased 155 Accounts payable and accrued liabilities: Management and advisory fees 95 Payable for collateral for securities on loan 8,242 Other 18 --------- 8,510 --------- Net Assets $137,377 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 104 Additional paid-in capital 154,634 Undistributed net investment income (loss) 848 Accumulated net realized gain (loss) from investment securities and futures contracts (31,182) Net unrealized appreciation (depreciation) on: Investment securities 12,964 Futures contracts 9 --------- Net Assets $137,377 ========= Shares Outstanding: Initial Class 10,403 Service Class 16 Net Asset Value and Offering Price Per Share: Initial Class $ 13.19 Service Class 13.23 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 6 Dividends 1,944 Income from loaned securities-net 10 Less withholding taxes on foreign dividends (5) ------- 1,955 ------- Expenses: Management and advisory fees 980 Transfer agent fees 2 Printing and shareholder reports 48 Custody fees 38 Administration fees 20 Legal fees 2 Auditing and accounting fees 10 Directors fees 5 Other 3 ------- Total expenses 1,108 ------- Net Investment Income (Loss) 847 ------- Net Realized Gain (Loss) from: Investment securities (6,078) Futures contracts 204 ------- (5,874) ------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 31,190 Futures contracts 4 ------- 31,194 ------- Net Gain (Loss) on Investment Securities and Futures Contracts 25,320 ------- Net Increase (Decrease) in Net Assets Resulting from Operations $26,167 ======= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 GE U.S. Equity 7 GE U.S. Equity - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 847 $ 748 Net realized gain (loss) from investment securities and futures contracts (5,874) (14,103) Net unrealized appreciation (depreciation) on investment securities and futures contracts 31,194 (21,565) --------- --------- 26,167 (34,920) --------- --------- Distributions to Shareholders: From net investment income: Initial Class (747) (643) Service Class - - --------- --------- (747) (643) --------- --------- From net realized gains: Initial Class - - Service Class - - --------- --------- - - --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 16,431 26,165 Service Class 189 - --------- --------- 16,620 26,165 --------- --------- Dividends and distributions reinvested: Initial Class 747 643 Service Class - - --------- --------- 747 643 --------- --------- Cost of shares redeemed: Initial Class (26,832) (42,954) Service Class (5) - ----------- --------- (26,837) (42,954) ---------- --------- (9,470) (16,146) ---------- --------- Net increase (decrease) in net assets 15,950 (51,709) ---------- --------- Net Assets: Beginning of year 121,427 173,136 ---------- --------- End of year $137,377 $ 121,427 ========== ========= Undistributed Net Investment Income (Loss) $ 848 $ 748 ========== ========= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 1,414 2,132 Service Class 16 - ---------- --------- 1,430 2,132 ---------- --------- Shares issued-reinvested from distributions: Initial Class 63 57 Service Class - - ---------- --------- 63 57 ---------- --------- Shares redeemed: Initial Class (2,330) (3,743) Service Class - - ---------- --------- (2,330) (3,743) ---------- --------- Net increase (decrease) in shares outstanding (837) (1,554) ========== ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 GE U.S. Equity 8 GE U.S. Equity - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 10.79 $ 0.08 $ 2.39 $ 2.47 12/31/2002 13.52 0.06 (2.73) (2.67) 12/31/2001 14.98 0.05 (1.38) (1.33) 12/31/2000 15.79 0.07 (0.19) (0.12) 12/31/1999 14.42 0.07 2.55 2.62 - --------------- ---------- -------- -------- -------- -------- Service Class 12/31/2003 11.20 0.04 2.00 2.04 - --------------- ---------- -------- -------- -------- -------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ (0.07) $ - $ (0.07) $ 13.19 (0.06) - (0.06) 10.79 (0.02) (0.11) (0.13) 13.52 (0.11) (0.58) (0.69) 14.98 (0.51) (0.74) (1.25) 15.79 - --------------- --------- --------- --------- --------- Service Class (0.01) - (0.01) 13.23 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 22.95% $ 137,170 0.88% 0.88% 0.67% 30% 12/31/2002 (19.80) 121,427 0.92 0.92 0.50 33 12/31/2001 (8.88) 173,136 0.94 0.94 0.35 54 12/31/2000 (0.79) 205,761 0.88 0.88 0.42 39 12/31/1999 18.41 179,267 0.93 0.93 0.46 44 - --------------- ---------- ------ --------- ---- ---- ---- -- Service Class 12/31/2003 18.22 207 1.13 1.13 0.45 30 - --------------- ---------- ------ --------- ---- ---- ---- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-January 2, 1997 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 GE U.S. Equity 9 GE U.S. Equity - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The fund will merge into Great Companies - America(SM) effective as of the close of business on April 30, 2004, subject to approval by owners of variable annuity contracts and variable life policies ("Policyowners"). The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. GE U.S. Equity ("the Fund"), part of ATSF, began operations on January 2, 1997. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $4 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 GE U.S. Equity 10 GE U.S. Equity - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $10 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Futures contracts: The Fund may enter into futures contracts to manage exposure to market, interest rate or currency fluctuations. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. The primary risks associated with futures contracts are imperfect correlation between the change in market value of the securities held and the prices of futures contracts; the possibility of an illiquid market and inability of the counterparty to meet the contract terms. The underlying face amounts of any open futures contracts at December 31, 2003, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA"). On May 1, 2003, the Fund reduced its advisory fee from 0.80% to 0.775% of ANA. The combined advisory fee for the year ended December 31, 2003, was 0.78%. ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 GE U.S. Equity 11 GE U.S. Equity - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $5. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 36,386 U.S. Government 449 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 46,571 U.S. Government 1,101 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 643 Long-term capital gains - 2003 Distributions paid from: Ordinary income 747 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 846 ======== Undistributed Long-term Capital Gains $ - ======== Capital Loss Carryforward $(25,201) ======== Post October Loss $ - ======== Net Unrealized Appreciation (Depreciation) $ 6,995 ======== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 7,344 December 31, 2009 12,784 December 31, 2010 5,073 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 137,149 ========= Unrealized Appreciation $ 12,865 Unrealized (Depreciation) (5,870) ---------- Net Unrealized Appreciation (Depreciation) $ 6,995 ========== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 GE U.S. Equity 12 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of GE U.S. Equity In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GE U.S. Equity (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 GE U.S. Equity 13 Janus Balanced - -------------------------------------------------------------------------------- MARKET ENVIRONMENT Equities commanded the investing world's spotlight over the past twelve months as the major U.S. stock market indices ended the year with gains for the first time since 1999. The Dow Jones Industrial Average added 28.28% and the broad-based Standard and Poor's 500 Composite Index ("S&P 500") climbed 28.67%. Not to be outdone, the technology-dominated NASDAQ Composite Index surged 50.01% for the year. Meanwhile, Treasury yields fluctuated with the daily headline news and fortunes of the stock market. The year began with a brief rally that was quickly overcome by worries of a looming conflict with Iraq. Rising unemployment, a persistent lack of new jobs and soaring oil prices were also causes for concern. After hitting a trough in the months leading up to the war, however, both the market and consumer confidence bounced back sharply by the time the hostilities began in mid-March. The Treasury market surged in early March on fears about the war, only to back up sharply as equity markets rebounded. Later, signs that the manufacturing sector was emerging from a two-year slump and a tax-cut-driven increase in consumer spending also helped to lift investors' spirits. But the health of the economy still was in doubt as job losses mounted and the Treasury market exceeded its March highs, peaking in June on economic concerns. The Federal Reserve Board acknowledged the mixed picture, cutting its benchmark federal funds rate to a 45-year low of 1% in an attempt to protect against deflation. But, the bond market again backed up sharply in July/August when unemployment showed early signs of improvement. As the year came to a close, stocks added to their gains. Feelings of cautious optimism, fueled by an acceleration of quarterly earnings and better-than-expected economic growth, prevailed despite questions about whether the positive momentum could be sustained. PERFORMANCE For the year ended December 31, 2003, Janus Balanced returned 13.90%. By comparison its primary benchmark, the S&P 500 and its secondary benchmark, the Lehman Brothers U.S. Government/ Credit Index ("LBGC") returned, 28.67% and 4.67%, respectively. MANAGER'S OVERVIEW Q. How did you manage the Portfolio in this environment? In addition to feeling the lingering effects of an economic slowdown, the consequences of war and SARS also weighed heavily on investors last year. This kept a lid on business travel and capital spending in 2003. As such, we felt it prudent to keep the portfolio defensively positioned. This was apparent in our relatively high fixed-income weighting and, on the equity side of the portfolio, a preference for companies with lower but more consistent growth profiles. We also focused on companies that were generating high rates of cash flow and using it to reduce debt or pay dividends. However, this strategy held back performance as the equity market focused on higher-growth opportunities in anticipation of a robust economic recovery. Q. Which holdings had the greatest negative impact on performance? Among the names that disappointed were trucking and logistics firm CNF Transportation Inc., which topped the list of detractors, and payroll and tax filing outsourcer Automatic Data Processing, Inc., which was hampered by the uncertain employment environment. Also weighing on the portfolio were Canada-based information technology consulting firm Accenture Ltd., formerly known as Andersen Consulting, global oil services concern Schlumberger Limited, and insurer American International Group, Inc. Q. Which individual holdings had the greatest positive impact on performance? Industrial conglomerate Tyco International Ltd. emerged as our single biggest contributor to performance as the once-troubled company continued to reinvent itself under a new management team. Online media giant Yahoo! Inc. also aided results by registering a large gain during the year as investors displayed renewed interest in Internet-based firms that have survived the industry's recent turmoil in stronger competitive shape. Another technology-related holding, chipmaker Texas Instruments Incorporated, also advanced. Meanwhile, industrial powerhouse 3M Company and automotive interior manufacturer Lear Corporation rounded out our list of top performers. Q. Which sectors had the greatest impact on performance? While in-depth research on individual companies drives our investment decisions, a sector-level look offers an alternative perspective into the portfolio's performance. Within the equity portion of the portfolio, the telecommunication services and utilities sectors were the only groups that generated negative returns, although both were considerably underweight, relative to the S&P 500. Conversely, the consumer discretionary sector, which collectively outweighed the S&P 500, accounted for the largest gain, followed by the information technology sector. While the equity portion of the portfolio represents a larger portion of assets and therefore has a bigger impact on overall performance, we are pleased to report that our fixed-income holdings also aided results. In fact, viewed by itself, the fixed-income portion of the portfolio outpaced the return of its benchmark, the LBGC. Digging deeper into fixed-income performance, both credit selection and a shorter than benchmark duration position aided results. Meanwhile, we continued to collect a healthy income return and benefited from strong bond selection as a number of individual holdings gained in price. /s/ Karen L. Reidy Karen L. Reidy Portfolio Manager Janus Capital Management, LLC AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 1 Janus Balanced - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative indices. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/1/02 through 12/31/03 Initial Class S&P 500 LBGC 5/1/2002 $10,000 $10,000 $10,000 6/30/2002 9,710 9,220 10,178 9/30/2002 9,220 7,628 10,758 12/31/2002 9,490 8,271 10,944 3/31/2003 9,360 8,010 11,124 6/30/2003 10,040 9,242 11,516 9/30/2003 10,108 9,487 11,458 12/31/2003 10,809 10,641 11,455 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ----------- ---------- Initial Class 13.90% 4.78% 5/1/02 S&P 500(1) 28.67% 3.79% 5/1/02 LBGC(1) 4.67% 8.47% 5/1/02 - ----- ----- ----- ------ Service Class - 10.93% 5/1/03 - --------------- ----- ----- ------ NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index and Lehman Brothers U.S. Government/Credit (LBGC) Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 2 Janus Balanced - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts in thousands) Principal Value ---------------------- -------------- U.S. GOVERNMENT OBLIGATIONS (7.9%) U.S. Treasury Bond 6.50%, due 05/15/2005 $ 260 $ 278 5.00%, due 08/15/2011 374 400 7.25%, due 05/15/2016 275 343 8.13%, due 08/15/2019 55 74 7.88%, due 02/15/2021 246 327 7.25%, due 08/15/2022 220 278 6.00%, due 02/15/2026 262 291 5.25%, due 02/15/2029 129 130 6.25%, due 05/15/2030 174 201 5.38%, due 02/15/2031 67 70 U.S. Treasury Bond (b) 3.88%, due 02/15/2013 342 335 6.25%, due 08/15/2023 406 463 U.S. Treasury Note 4.63%, due 05/15/2006 279 296 3.50%, due 11/15/2006 322 333 2.63%, due 05/15/2008 142 140 5.63%, due 05/15/2008 220 244 6.00%, due 08/15/2009 254 288 6.50%, due 02/15/2010 6 7 5.75%, due 08/15/2010 148 166 4.25%, due 11/15/2013 217 217 -------- Total U.S. Government Obligations (cost: $4,958) 4,881 -------- U.S. GOVERNMENT AGENCY OBLIGATIONS (7.7%) Fannie Mae 5.50%, due 05/02/2006 319 341 4.75%, due 01/02/2007 126 133 5.00%, due 01/15/2007 401 428 5.25%, due 01/15/2009 50 54 6.25%, due 02/01/2011 143 158 5.38%, due 11/15/2011 251 267 1.88%, due 12/15/2004 545 548 2.13%, due 04/15/2006 531 531 Fannie Mae (b) 2.50%, due 06/15/2008 78 75 Federal Home Loan Bank 6.50%, due 11/15/2005 80 87 Freddie Mac 1.88%, due 01/15/2005 420 422 4.25%, due 06/15/2005 317 329 5.75%, due 04/15/2008 189 208 5.75%, due 03/15/2009 34 37 7.00%, due 03/15/2010 284 331 5.88%, due 03/21/2011 285 309 6.25%, due 07/15/2032 132 144 2.38%, due 04/15/2006 387 389 -------- Total U.S. Government Agency Obligations (cost: $4,788) 4,791 -------- Principal Value ---------------------- -------------- CORPORATE DEBT SECURITIES (24.3%) Aerospace (0.4%) Lockheed Martin Corporation 8.20%, due 12/01/2009 $ 125 $ 152 7.65%, due 05/01/2016 88 107 Amusement & Recreation Services (0.6%) Disney (Walt) Company (The) 4.88%, due 07/02/2004 299 304 Mandalay Resort Group 6.50%, due 07/31/2009 95 99 Automotive (1.0%) Dana Corporation 9.00%, due 08/15/2011 51 61 Delphi Corporation 6.13%, due 05/01/2004 26 26 Honeywell International Inc. 5.13%, due 11/01/2006 187 200 6.13%, due 11/01/2011 101 111 Tenneco Automotive Inc. (b) 11.63%, due 10/15/2009 221 239 Beer, Wine & Distilled Beverages (0.3%) Miller Brewing Company-144A 4.25%, due 08/15/2008 90 91 5.50%, due 08/15/2013 70 72 Beverages (1.8%) Anheuser-Busch Companies, Inc 5.75%, due 04/01/2010 25 27 5.13%, due 10/01/2008 15 16 7.55%, due 10/01/2030 102 126 6.80%, due 01/15/2031 102 116 Coca Cola Enterprises Inc. 5.38%, due 08/15/2006 199 214 6.13%, due 08/15/2011 92 102 4.38%, due 09/15/2009 145 149 7.13%, due 09/30/2009 86 100 Pepsi Bottling Group, Inc. (The) 5.63%, due 02/17/2009 229 249 Business Credit Institutions (0.3%) Ford Motor Credit Company 7.00%, due 10/01/2013 150 158 Business Services (0.5%) Clear Channel Communications, Inc. 6.00%, due 11/01/2006 156 169 4.63%, due 01/15/2008 91 94 Hanover Equipment Trust 2001A 8.50%, due 09/01/2008 48 51 Chemicals & Allied Products (0.4%) International Flavors & Fragrances Inc. 6.45%, due 05/15/2006 225 244 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 3 Janus Balanced - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ---------------------- -------------- Chemicals & Allied Products (continued) Nalco Company-144A 7.75%, due 11/15/2011 $ 32 $ 34 Commercial Banks (1.0%) Citigroup Inc. 6.63%, due 06/15/2032 121 131 7.25%, due 10/01/2010 132 154 Credit Suisse Group 3.88%, due 01/15/2009 151 151 US Bank NA 5.70%, due 12/15/2008 172 187 Communication (1.9%) Comcast Cable Communications, Inc. 6.75%, due 01/30/2011 139 155 7.13%, due 06/15/2013 33 38 Comcast Corporation 5.85%, due 01/15/2010 109 116 6.50%, due 01/15/2015 43 47 7.05%, due 03/15/2033 121 132 Cox Communications, Inc. 7.50%, due 08/15/2004 11 11 7.13%, due 10/01/2012 29 33 Echostar DBS Corporation 9.38%, due 02/01/2009 158 166 Echostar DBS Corporation-144A 5.75%, due 10/01/2008 128 129 TCI Communications, Inc. 6.88%, due 02/15/2006 292 317 Viacom Inc. 7.75%, due 06/01/2005 53 57 Computer & Office Equipment (0.4%) Hewlett-Packard Company 3.63%, due 03/15/2008 133 133 Sun Microsystems, Inc. 7.35%, due 08/15/2004 100 103 Department Stores (0.1%) Meyer (Fred) Stores, Inc. 7.45%, due 03/01/2008 40 46 Drug Stores & Proprietary Stores (0.2%) Medco Health Solutions, Inc. 7.25%, due 08/15/2013 128 140 Electric Services (0.6%) American Electric Power Company, Inc. 5.38%, due 03/15/2010 30 31 Dominion Resources, Inc. 2.80%, due 02/15/2005 50 51 4.13%, due 02/15/2008 32 33 Duke Energy Corporation 6.25%, due 01/15/2012 44 48 Principal Value ---------------------- -------------- Electric Services (continued) Illinova Corporation 11.50%, due 12/15/2010 $ 73 $ 88 MidAmerican Energy Holdings Company 3.50%, due 05/15/2008 134 132 Electric, Gas & Sanitary Services (0.4%) CMS Energy Corporation 9.88%, due 10/15/2007 125 139 CMS Energy Corporation (b) 7.50%, due 01/15/2009 92 95 Electronic Components & Accessories (1.2%) Tyco International Group SA 5.88%, due 11/01/2004 147 151 6.38%, due 02/15/2006 243 259 6.38%, due 10/15/2011 171 183 Tyco International Group SA-144A 6.00%, due 11/15/2013 152 157 Environmental Services (0.2%) Allied Waste North America, Inc. 10.00%, due 08/01/2009 95 103 USA Waste Services, Inc. 7.00%, due 10/01/2004 23 24 Food & Kindred Products (2.3%) Dean Foods Company 6.75%, due 06/15/2005 38 40 8.15%, due 08/01/2007 950 1,050 6.63%, due 05/15/2009 128 134 6.90%, due 10/15/2017 25 26 Kellogg Company 2.88%, due 06/01/2008 84 81 7.45%, due 04/01/2031 129 152 Furniture & Fixtures (0.5%) Lear Corporation 7.96%, due 05/15/2005 275 294 Gas Production & Distribution (0.8%) Coastal Corporation (The) (b) 6.20%, due 05/15/2004 99 99 El Paso Corporation (b) 7.00%, due 05/15/2011 320 295 Sonat Inc. 6.88%, due 06/01/2005 100 99 Holding & Other Investment Offices (0.1%) Gemstone Investments Ltd.-144A 7.71%, due 10/31/2004 40 40 Hotels & Other Lodging Places (0.1%) John Q. Hammons Hotels, Inc.-Series B 8.88%, due 05/15/2012 51 56 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 4 Janus Balanced - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ---------------------- -------------- Industrial Machinery & Equipment (0.2%) Black & Decker Corporation (The) 7.13%, due 06/01/2011 $ 57 $ 66 SPX Corporation 7.50%, due 01/01/2013 45 49 Insurance (0.3%) UnitedHealth Group Incorporated 5.20%, due 01/17/2007 162 173 Insurance Agents, Brokers & Service (0.2%) Marsh & McLennan Companies, Inc. 5.38%, due 03/15/2007 106 113 Life Insurance (0.1%) AIG SunAmer Global Financing IX -144A 5.10%, due 01/17/2007 50 53 Lumber & Other Building Materials (0.4%) Home Depot, Inc. (The) 6.50%, due 09/15/2004 224 232 Metal Cans & Shipping Containers (0.2%) Ball Corporation 6.88%, due 12/15/2012 90 94 Motion Pictures (1.7%) Time Warner Inc. 5.63%, due 05/01/2005 262 274 6.15%, due 05/01/2007 222 242 9.15%, due 02/01/2023 257 332 7.70%, due 05/01/2032 181 211 Oil & Gas Extraction (0.4%) Apache Corporation 6.25%, due 04/15/2012 200 222 Burlington Resources Finance Company 7.20%, due 08/15/2031 38 44 Personal Credit Institutions (1.6%) American General Finance Corporation 5.88%, due 07/14/2006 75 81 General Electric Capital Corporation 4.25%, due 01/28/2005 59 61 2.85%, due 01/30/2006 110 112 5.35%, due 03/30/2006 251 268 6.75%, due 03/15/2032 177 196 General Electric Capital Corporation (b) 5.38%, due 04/23/2004 54 55 General Motors Acceptance Corporation 5.36%, due 07/27/2004 117 119 5.25%, due 05/16/2005 90 93 Petroleum Refining (0.1%) Conoco Inc. 6.95%, due 04/15/2029 75 85 Principal Value ---------------------- -------------- Pharmaceuticals (0.0%) Pfizer Inc. 6.00%, due 01/15/2008 $ 5 $ 6 Radio & Television Broadcasting (0.3%) British Sky Broadcasting Group PLC 6.88%, due 02/23/2009 177 199 Rubber & Misc. Plastic Products (0.3%) Sealed Air Corporation-144A 5.63%, due 07/15/2013 135 138 6.88%, due 07/15/2033 45 48 Security & Commodity Brokers (0.3%) American Express Company 4.88%, due 07/15/2013 117 117 Salomon Smith Barney Holdings Inc. 6.50%, due 02/15/2008 48 53 Schwab (Charles) Corporation (The) 8.05%, due 03/01/2010 20 23 Stone, Clay & Glass Products (0.3%) Owens-Illinois, Inc. 7.15%, due 05/15/2005 152 157 Telecommunications (1.6%) AT&T Broadband, LLC 7.88%, due 08/01/2013 31 37 AT&T Wireless Services, Inc. 7.35%, due 03/01/2006 60 66 7.50%, due 05/01/2007 68 76 Deutsche Telekom International Finance BV 3.88%, due 07/22/2008 146 146 Nextel Communications, Inc. 7.38%, due 08/01/2015 100 108 Verizon Global Funding Corp. 6.13%, due 06/15/2007 271 297 4.00%, due 01/15/2008 165 168 Verizon Maryland Inc. 5.13%, due 12/15/2033 91 78 Textile Mill Products (0.0%) Mohawk Industries, Inc. 7.20%, due 04/15/2012 20 23 Transportation Equipment (0.3%) Ship Finance International Ltd.-144A 8.50%, due 12/15/2013 162 160 Variety Stores (0.9%) Target Corporation 5.50%, due 04/01/2007 91 98 Wal-Mart Stores, Inc. 5.45%, due 08/01/2006 158 170 6.88%, due 08/10/2009 244 281 -------- Total Corporate Debt Securities (cost: $14,708) 15,041 -------- The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 5 Janus Balanced - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ----------- ----------- CONVERTIBLE BONDS (0.3%) Retail Trade (0.3%) Amazon.com, Inc. 4.75%, due 02/01/2009 $ 215 $ 217 -------- Total Convertible Bonds (cost: $206) 217 -------- Shares Value -------------------- -------------- COMMON STOCKS (57.2%) Aerospace (0.6%) Lockheed Martin Corporation 6,770 $ 348 Air Transportation (0.8%) FedEx Corporation 4,205 284 Southwest Airlines Co. 12,135 196 Automotive (1.8%) Bayerische Motoren Werke AG (BMW) 4,598 214 Honda Motor Co., Ltd. 5,900 262 Honeywell International Inc. 18,300 612 Beer, Wine & Distilled Beverages (1.3%) LVMH Moet Hennessy Louis Vuitton SA 11,124 809 Beverages (1.7%) Anheuser-Busch Companies, Inc. 12,040 634 PepsiCo, Inc. 8,700 406 Business Services (0.4%) eBay Inc. (a) 4,060 262 Chemicals & Allied Products (3.1%) International Flavors & Fragrances Inc. 5,035 176 Potash Corporation of Saskatchewan Inc. (b) 4,045 350 Procter & Gamble Company (The) 7,305 730 Reckitt Benckiser PLC 24,977 565 Syngenta AG-ADR 8,000 108 Commercial Banks (2.4%) Bank of America Corporation 1,580 127 Citigroup Inc. 18,955 920 HSBC Holdings PLC (a) 16,093 253 U.S. Bancorp 5,970 178 Communication (1.3%) Comcast Corporation-Class A (a) 7,750 255 Liberty Media Corporation-Class A (a) 14,360 171 Viacom, Inc.-Class B 8,540 379 Communications Equipment (0.5%) Nokia Oyj-ADR 16,555 281 Computer & Data Processing Services (3.3%) Electronic Arts Inc. (a) 6,200 296 Microsoft Corporation 18,350 505 Oracle Corporation (a) 26,830 354 VERITAS Software Corporation (a) 6,460 240 Yahoo! Inc. (a) 14,500 655 Shares Value -------------------- -------------- Computer & Office Equipment (3.3%) Cisco Systems, Inc. (a) 24,070 $ 585 Dell Computer Corporation (a) 15,580 529 International Business Machines Corporation 7,350 681 Lexmark International Group, Inc. (a) 3,000 236 Department Stores (0.6%) J.C. Penney Company, Inc. (b) 14,985 394 Drug Stores & Proprietary Stores (0.6%) Medco Health Solutions, Inc. (a) 11,364 386 Electronic & Other Electric Equipment (2.3%) General Electric Company 24,140 748 Samsung Electronics Co., Ltd.-GDR-144A (USD) (b) 3,595 676 Electronic Components & Accessories (5.0%) Intel Corporation 14,310 461 Linear Technology Corporation 3,505 147 Maxim Integrated Products 4,065 202 Texas Instruments Incorporated 24,940 733 Tyco International Ltd. (b) 60,220 1,596 Environmental Services (1.2%) Waste Management, Inc. 24,510 725 Furniture & Fixtures (1.1%) Lear Corporation (b) 11,220 688 Gas Production & Distribution (0.3%) El Paso Corporation (b) 20,370 167 Health Services (0.5%) Caremark Rx, Inc. (a)(b) 11,870 301 Hotels & Other Lodging Places (3.7%) Fairmont Hotels & Resorts Inc. (b) 4,645 126 Four Seasons Hotels Inc. (b) 9,295 475 Marriott International, Inc.-Class A 20,505 947 Starwood Hotels & Resorts Worldwide, Inc. 20,925 752 Industrial Machinery & Equipment (0.4%) Applied Materials, Inc. (a) 11,445 257 Insurance (2.0%) Aetna Inc. 6,940 469 Berkshire Hathaway Inc.-Class B (a) 217 611 UnitedHealth Group Incorporated 2,435 142 Manufacturing Industries (0.3%) Mattel, Inc. 9,665 186 Medical Instruments & Supplies (0.5%) Medtronic, Inc. 6,795 330 Motion Pictures (2.2%) Fox Entertainment Group, Inc.-Class A (a) 6,465 188 Time Warner Inc. (a) 66,835 1,202 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 6 Janus Balanced - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------- ----------- Oil & Gas Extraction (0.9%) Apache Corporation 2,831 $ 230 Total Fina Elf SA 1,920 357 Paper & Allied Products (1.7%) 3M Company 12,275 1,044 Petroleum Refining (1.0%) Exxon Mobil Corporation 14,785 606 Pharmaceuticals (4.0%) Barr Laboratories, Inc. (a)(b) 5,620 432 Neurocrine Biosciences, Inc. (a)(b) 5,035 275 Novartis AG 3,134 142 Pfizer Inc. 18,755 663 Roche Holding AG 9,992 1,008 Printing & Publishing (1.6%) Dow Jones & Company, Inc. 6,325 315 Gannett Co., Inc. 7,495 668 Radio & Television Broadcasting (0.5%) British Sky Broadcasting Group PLC (a) 24,178 304 Radio, Television & Computer Stores (0.5%) Best Buy Co., Inc. 6,070 317 Railroads (0.9%) Canadian National Railway Company 9,010 570 Retail Trade (0.5%) Amazon.com, Inc. (a)(b) 5,625 296 Security & Commodity Brokers (1.1%) American Express Company 7,050 340 Goldman Sachs Group, Inc. (The) 3,265 322 Textile Mill Products (0.5%) Mohawk Industries, Inc. (a)(b) 4,185 295 Transportation Equipment (0.4%) General Dynamics Corporation 3,035 274 U.S. Government Agencies (1.3%) Freddie Mac 14,270 832 Variety Stores (1.1%) Target Corporation 5,000 192 Wal-Mart Stores, Inc. 9,275 492 -------- Total Common Stocks (cost: $29,167) 35,484 -------- Principal Value ---------------------- -------------- SECURITY LENDING COLLATERAL (9.7%) Debt (7.7%) Bank Notes (0.4%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 28 $ 28 Fleet National Bank 1.00%, due 01/21/2004 107 107 National Bank of Commerce 1.19%, due 04/21/2004 89 89 Principal Value ---------------------- -------------- Commercial Paper (2.0%) Compass Securitization-144A 1.08%, due 01/22/2004 $ 53 $ 53 Delaware Funding Corporation 1.08%, due 01/07/2004 35 35 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 53 53 1.09%, due 01/13/2004 36 36 1.08%, due 02/05/2004 71 71 General Electric Capital Corporation 1.09%, due 01/08/2004 89 89 1.09%, due 01/09/2004 53 53 1.08%, due 01/16/2004 71 71 Govco Incorporated-144A 1.07%, due 02/05/2004 89 89 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 89 89 1.09%, due 02/06/2004 89 89 1.10%, due 02/09/2004 52 52 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 89 89 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 53 53 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 103 103 1.08%, due 02/17/2004 178 178 Sheffield Receivables-144A 1.09%, due 01/21/2004 36 36 Euro Dollar Overnight (0.4%) BNP Paribas SA 0.97%, due 01/07/2004 178 178 Credit Agricole Indosuez 0.98%, due 01/02/2004 7 7 1.08%, due 01/06/2004 68 68 Euro Dollar Terms (1.9%) Bank of Montreal 1.06%, due 01/15/2004 35 35 1.06%, due 02/17/2004 71 71 Bank of Scotland 1.06%, due 04/02/2004 53 53 Citigroup Inc. 1.10%, due 01/22/2004 53 53 1.09%, due 02/06/2004 71 71 Credit Agricole Indosuez 1.08%, due 01/28/2004 36 36 Den Danske Bank 1.08%, due 01/20/2004 178 178 1.02%, due 01/30/2004 89 89 Royal Bank of Canada 1.05%, due 02/27/2004 178 178 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 7 Janus Balanced - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value -------------- ----------- Euro Dollar Terms (continued) Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 $ 107 $ 107 1.08%, due 01/15/2004 36 36 1.08%, due 01/20/2004 18 18 Svenska Handelsbanken AB 1.09%, due 01/15/2004 18 18 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 107 107 Wells Fargo & Company 1.04%, due 01/30/2004 142 142 Master Notes (0.6%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 71 71 1.14%, due 09/08/2004 107 107 Morgan Stanley 1.05%, due 06/21/2004 171 171 Medium Term Notes (0.4%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 178 178 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 53 53 Repurchase Agreements (2.0%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/03 to be repurchased at $416 on 01/02/2004 416 416 Principal Value -------------- ----------- Repurchase Agreements (continued) Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/03 to be repurchased at $565 on 01/02/2004 $ 565 $ 565 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/03 to be repurchased at $338 on 01/02/2004 338 338 Shares Value ------------- ----------- Investment Companies (2.0%) Money Market Funds (2.0%) American AAdvantage Select Fund 1-day yield of 1.00% 87,263 $ 87 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 213,060 213 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 926,455 926 -------- Total Security Lending Collateral (cost: $6,033) 6,033 -------- Total Investment Securities (cost: $59,860) $ 66,447 ======== SUMMARY: Investments, at value 107.1 % $ 66,447 Liabilities in excess of other assets (7.1)% (4,437) ------- -------- Net assets 100.0 % $ 62,010 ======= ======== NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $5,842. (c) Cash collateral for the Repurchase Agreements, valued at $1,346, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: ADR American Depositary Receipt GDR Global Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2003, these securities aggregated $1,598 or 2.58% of the net assets of the fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 8 Janus Balanced - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $59,860) (including $5,842 of securities loaned) $ 66,447 Cash 1,155 Receivables: Investment securities sold 149 Interest 372 Dividends 44 Dividend reclaims receivable 2 Other 6 --------- 68,175 --------- Liabilities: Investment securities purchased 52 Accounts payable and accrued liabilities: Management and advisory fees 52 Due to advisor 18 Distribution fees 1 Payable for collateral for securities on loan 6,033 Other 9 --------- 6,165 --------- Net Assets $ 62,010 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 57 Additional paid-in capital 54,320 Undistributed net investment income (loss) 726 Undistributed net realized gain (loss) from investment securities and foreign currency transactions 320 Net unrealized appreciation (depreciation) on investment securities 6,587 --------- Net Assets $ 62,010 ========= Shares Outstanding: Initial Class 5,695 Service Class 55 Net Asset Value and Offering Price Per Share: Initial Class $ 10.79 Service Class 10.79 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 989 Dividends 377 Income from loaned securities-net 9 Less withholding taxes on foreign dividends (9) ------ 1,366 ------ Expenses: Management and advisory fees 503 Transfer agent fees 2 Printing and shareholder reports 37 Custody fees 40 Administration fees 24 Legal fees 1 Auditing and accounting fees 12 Directors fees 2 Other 1 Recaptured expenses 18 Service fees: Service Class 1 ------ Total expenses 641 ------ Net Investment Income (Loss) 725 ------ Net Realized Gain (Loss) from: Investment securities 782 Foreign currency transactions 1 ------ 783 ------ Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 6,647 ------ Net Gain (Loss) on Investment Securities and Foreign Currency Transactions 7,430 ------ Net Increase (Decrease) in Net Assets Resulting from Operations $8,155 ====== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 9 Janus Balanced - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the year or period ended (all amounts in thousands) December 31, December 31, 2003 2002(a) ---------------- ------------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 725 $ 107 Net realized gain (loss) from investment securities and foreign currency transactions 783 (462) Net unrealized appreciation (depreciation) on investment securities 6,647 (60) -------- ------- 8,155 (415) -------- ------- Distributions to Shareholders: From net investment income: Initial Class (107) - Service Class - - -------- ------- (107) - -------- ------- From net realized gains: Initial Class - - Service Class - - -------- ------- - - -------- ------- Capital Share Transactions: Proceeds from shares sold: Initial Class 41,653 45,216 Service Class 658 - -------- ------- 42,311 45,216 -------- ------- Dividends and distributions reinvested: Initial Class 107 - Service Class - - -------- ------- 107 - -------- ------- Cost of shares redeemed: Initial Class (25,584) (7,568) Service Class (105) - -------- ------- (25,689) (7,568) -------- ------- 16,729 37,648 -------- ------- Net increase (decrease) in net assets 24,777 37,233 -------- ------- Net Assets: Beginning of year 37,233 - -------- ------- End of year $ 62,010 $37,233 ======== ======== Undistributed Net Investment Income (Loss) $ 726 $ 107 ======== ======== December 31, December 31, 2003 2002(a) ---------------- ------------------ Share Activity: Shares issued: Initial Class 4,324 4,748 Service Class 65 - -------- -------- 4,389 4,748 -------- -------- Shares issued-reinvested from distributions: Initial Class 11 - Service Class - - -------- -------- 11 - -------- -------- Shares redeemed: Initial Class (2,565) (823) Service Class (10) - -------- -------- (2,575) (823) -------- -------- Net increase (decrease) in shares outstanding 1,825 3,925 ======== ======== a) Commenced operations on May 1, 2002 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 10 Janus Balanced - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 9.49 $ 0.13 $ 1.19 $ 1.32 12/31/2002 10.00 0.07 (0.58) (0.51) - --------------- ---------- ------- -------- --------- --------- Service Class 12/31/2003 9.73 0.08 0.98 1.06 - --------------- ---------- ------- -------- --------- --------- For a share outstanding throughout each period (a) ---------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ------------ Initial Class $ (0.02) $ - $ (0.02) $ 10.79 - - - 9.49 - --------------- --------- --- --------- --------- Service Class - - - 10.79 - --------------- --------- --- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 13.90% $ 61,419 1.15% 1.15% 1.31% 65% 12/31/2002 (5.10) 37,233 1.40 1.59 1.08 42 - --------------- ---------- ----- -------- ---- ---- ---- -- Service Class 12/31/2003 10.93 591 1.38 1.38 1.14 65 - --------------- ---------- ----- -------- ---- ---- ---- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 1, 2002 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. The impact of recaptured expenses on the Ratio of Expenses to Average Net Assets was 0.03%. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 11 Janus Balanced - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Janus Balanced ("the Fund"), part of ATSF, began operations on May 1, 2002. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $4 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 12 Janus Balanced - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amounts of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $6 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, if any, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following stated break points: 0.90% of the first $500 million of ANA 0.85% of the next $500 million of ANA 0.80% of ANA over $1 billion ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.40% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Increase in Expenses Recovered Total Expenses to by Advisor Average Net Assets -------------------- ------------------- Recovered in 2003 $18 0.03% Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 13 Janus Balanced - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $2. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 43,366 U.S. Government 10,290 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 27,412 U.S. Government 5,084 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ - Undistributed net investment income (loss) 1 Undistributed net realized capital gains (loss) (1) The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ - Long-term capital gains - 2003 Distributions paid from: Ordinary income 107 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 756 ======= Undistributed Long-term Capital Gains $ 345 ======= Capital Loss Carryforward $ - ======= Post October Loss $ - ======= Net Unrealized Appreciation (Depreciation) $ 6,532 ======= The capital loss carryforward utilized during the period ended December 31, 2003 was $356. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 14 Janus Balanced - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4-(continued) The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $59,915 ======= Unrealized Appreciation $ 6,803 Unrealized (Depreciation) (271) ------- Net Unrealized Appreciation (Depreciation) $ 6,532 ======= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 15 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Janus Balanced In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Janus Balanced (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Balanced 16 Janus Global - -------------------------------------------------------------------------------- MARKET ENVIRONMENT As 2003 began, the march toward military conflict between the U.S. and Iraq dominated action in markets around the world, pressuring stocks and delaying any potential progress in the tepid global economic recovery. Later, equity markets bounced back handsomely as major hostilities in Iraq came to an end. Markets in Europe were further aided by the European Central Bank's decision in June to cut its key-lending rate by a half-point to 2%, the third reduction since December, 2002. At the conclusion of the period, signs of a worldwide economic rebound continued to emerge and markets built on earlier gains. Meanwhile, the U.S. dollar weakened against a number of foreign currencies, most notably the euro and Japanese Yen, which remained a source of volatility despite the brighter economic outlook. Turning to individual countries, Japan joined other industrialized markets in a broad recovery as the country's long-moribund economy gained momentum and reform efforts seemed finally to take root. Germany also registered a substantial gain, while markets in France and the United Kingdom followed with healthy returns of their own. In the U.S., the NASDAQ Composite Index led a strong recovery that came as welcome relief after three years of persistent losses. None, however, performed as well as less-developed markets. In particular, emerging market stocks in Latin America, Europe and Asia climbed significantly higher. PERFORMANCE For the year ended December 31, 2003, Janus Global returned 22.72%. By comparison its benchmark, the Morgan Stanley Capital International World Index returned 33.76%. MANAGER'S OVERVIEW Q. How did you manage the Portfolio in this environment? Over the past year, investor focus has swung radically from concerns over global deflation and economic stagnation to widely shared anticipation of strong and globally synchronized economic growth. Not surprisingly, companies with the most to gain in this environment, such as cyclical and technology businesses, performed well. But perhaps more than anything, 2003 was characterized by the massive outperformance of smaller-cap and "lower-quality" stocks such as those with high financial leverage and relatively low returns on equity. Our traditional emphasis on strong franchises with historically high consistency of results was therefore out of synch with investor preferences. More recently, we have begun to position the portfolio more aggressively. For example, we have actively sought out select technology firms that have emerged from the massive industry shake-out in a stronger competitive position and have looked for firms that are benefiting from growth in new end markets such as digital photography and high-functioning cellular phones. We also increased our weighting in Japan in response to fundamental improvements economically and have increased our exposure to emerging markets in an effort to participate in the enormous economic growth-taking place in areas such as India. One particularly noteworthy theme is our desire to invest in companies with leverage to China's continued development as a world economic power through investments that, for example, utilize its low-cost production base or supply the raw materials that fuel the country's economic engine. Q. Which individual holdings had the greatest negative impact on performance? Japanese consumer electronics and media company Sony Corporation was our single biggest detractor followed by Dutch publishing company Wolters Kluwer NV. Hon Hai Precision Industry Co., Ltd., a company that manufactures cable and other connectivity products for personal computers, also slipped. Elsewhere, Swedish lock maker Assa Abloy AB also turned in a disappointing performance while U.S. aerospace and defense contractor General Dynamics Corporation also slipped lower. Q. Which individual holdings had the greatest positive impact on performance? Indian industrial conglomerate Reliance Industries Limited ("Reliance"), which produces goods across a wide range of sectors including energy, chemicals and textiles, was our top performer during the year. Reliance has also been successful in its efforts to capitalize on the opportunities presented by India's fast-growing wireless communications market. Swiss pharmaceutical Roche Holding AG ("Roche") also performed well, as did South Korean electronics producer Samsung Electronics Co., Ltd. Meanwhile, U.S.-based Citigroup Inc. gained as global financial markets finally turned higher after a long period of lagging performance. Finally, Bermuda-based conglomerate Tyco International Ltd. rounded out our list of top performers. Q. Which sectors had the greatest impact on the Portfolio's performance? Our exposure to the financial services and information technology ("IT") sectors provided the greatest boost to performance as those sectors benefited from a general improvement in worldwide markets. When viewed as a group, however, the strong performance of our individual picks within the technology sector was not enough to keep pace with the rapid rise of the technology stocks represented in our benchmark. That made IT our weakest-performing sector when viewed on a relative basis. Meanwhile, although no single sector contributed negatively to absolute performance, our investments in the consumer staples, telecommunication services and utilities areas turned in only a modestly positive performance. That, together with our relatively small exposure to these sectors, made them our biggest laggards. Q. Which countries had the greatest impact on the Portfolio's performance? The U.S. was by far the largest geographic exposure in the portfolio. That, together with the relatively strong performance of U.S. markets, naturally made the U.S. the single biggest contributor to overall performance. Our exposure to Switzerland, characterized by top-performing holdings such as Roche and UBS Finance (Delaware) LLC, made that country our second biggest contributor. Only two countries detracted from performance during the year, Taiwan and Finland. /s/ Laurence Chang Laurence Chang Portfolio Manager Janus Capital Management, LLC AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Global 1 Janus Global - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 10-year period of 12/31/93 through 12/31/03 Initial Class MSCI 12/31/93 $10,000 $10,000 3/31/94 9,759 10,073 6/30/94 9,606 10,388 9/30/94 10,114 10,623 12/31/94 10,025 10,558 3/31/95 9,928 11,066 6/30/95 10,904 11,553 9/30/95 11,825 12,213 12/31/95 12,337 12,809 3/31/96 13,763 13,345 6/30/96 14,839 13,748 9/30/96 15,100 13,947 12/31/96 15,759 14,602 3/31/97 16,492 14,659 6/30/97 18,434 16,883 9/30/97 19,520 17,382 12/31/97 18,714 16,971 3/31/98 22,105 19,419 6/30/98 24,123 19,831 9/30/98 20,139 17,471 12/31/98 24,331 21,179 3/31/99 26,189 21,953 6/30/99 27,714 23,020 9/30/99 28,493 22,697 12/31/99 41,631 26,546 3/31/00 46,961 26,837 6/30/00 42,361 25,905 9/30/00 39,755 24,622 12/31/00 34,327 23,116 3/31/01 28,426 20,163 6/30/01 29,715 20,723 9/30/01 23,550 17,759 12/31/01 26,485 19,297 3/31/02 26,254 19,380 6/30/02 22,986 17,637 9/30/02 18,908 14,410 12/31/02 19,593 15,526 3/31/03 17,955 14,759 6/30/03 20,828 17,304 9/30/03 21,394 18,159 12/31/03 24,148 20,768 *Inception 12/03/1992. Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years 10 years Inception* Date ----------- ------------- ---------- ------------ ---------- Initial Class 22.72% (0.24)% 9.17% 11.38% 12/3/92 MSCIW(1) 33.76% (0.39)% 7.58% 8.92% 12/3/92 - ------ ----- ----- ---- ----- ------- Service Class - - - 24.52% 5/1/03 - --------------- ----- ----- ---- ----- ------- NOTES (1) The Morgan Stanley Capital International World (MSCIW) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Investments in global securities involve risks relating to political, social and economic developments abroad, foreign currency contracts for hedging, as well as risks resulting from the differences between the regulations to which U.S. and foreign issuer markets are subject. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Global 2 Janus Global - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- COMMON STOCKS (96.5%) Austria (0.0%) Erste Bank der oesterreichischen Sparkassen AG 1,359 $ 168 Bermuda (2.8%) Tyco International Ltd. (b) 678,265 17,974 Brazil (1.5%) Companhia Vale do Rio Doce-ADR (b) 136,415 7,980 Unibanco-Union of Brazilian Banks SA-GDR 65,490 1,634 Canada (1.4%) Canadian Natural Resources Ltd. (b) 54,101 2,737 EnCana Corporation 88,311 3,486 Suncor Energy Inc. 109,401 2,752 China (0.6%) China Life Insurance Company Limited-H Shares (a) 4,760,000 3,894 Finland (0.7%) Nokia Oyj 254,834 4,406 France (4.8%) Aventis SA 34,556 2,283 Credit Agricole SA 154,567 3,690 Hermes International 3,405 659 LVMH Moet Hennessy Louis Vuitton SA 150,035 10,918 Sanofi-Synthelabo 95,317 7,176 Total Fina Elf SA 31,452 5,846 Germany (1.3%) Altana AG 43,005 2,596 Deutsche Telekom AG (a)(b) 173,187 3,169 SAP AG 13,791 2,327 Hong Kong (2.3%) Cheung Kong (Holdings) Limited 199,000 1,583 China Mobile (Hong Kong) Limited 1,484,770 4,562 CNOOC Limited 2,139,955 4,190 Sun Hung Kai Properties Limited 546,000 4,519 India (4.3%) Housing Development Finance Corporation Limited 128,731 1,814 Infosys Technologies Limited 52,298 6,384 Reliance Industries Limited 1,266,092 15,849 Tata Iron and Steel Company Limited 351,510 3,427 Indonesia (0.1%) ICICI Bank Limited 86,607 562 Ireland (0.4%) Anglo Irish Bank Corporation PLC 160,374 2,530 Shares Value -------------------- --------------- Israel (0.9%) Check Point Software Technologies, Ltd. (a)(b) 247,910 $ 4,170 Teva Pharmaceutical Industries Ltd.-ADR (b) 32,005 1,815 Italy (1.2%) Banca Intesa SpA 993,076 3,882 UniCredito Italiano SpA 705,096 3,805 Japan (16.4%) Canon Inc. 242,000 11,263 Chugai Pharmaceutical Co., Ltd. 180,100 2,588 FANUC LTD 32,700 1,958 Hirose Electric Co., Ltd. 16,000 1,835 Honda Motor Co., Ltd. 114,700 5,092 JSR Corporation 91,000 2,033 Kao Corporation 214,000 4,351 Komatsu Ltd. 1,020,000 6,469 Matsushita Electric Works, Ltd. (b) 235,000 2,111 Millea Holdings, Inc. 221 2,886 Mitsubishi Corporation 145,000 1,536 Mitsubishi Tokyo Financial Group, Inc. 1,795 13,996 Mitsui Sumitomo Insurance Co., Ltd. 200,000 1,641 Mizuho Financial Group, Inc. (a) 1,091 3,307 NEC Electronics Corporation (a) 16,100 1,177 Nikko Cordial Corporation 616,000 3,430 Nitto Denko Corporation 90,800 4,827 Nomura Securities Co., Ltd. (The) 474,000 8,068 NTT DoCoMo, Inc. 1,690 3,830 Omron Corporation 163,400 3,315 Pioneer Corporation 139,900 3,862 Sumitomo Mitsui Financial Group, Inc. (b) 556 2,961 Takeda Chemical Industries, Ltd. 54,300 2,152 Tokyo Electron Limited 51,900 3,940 Tokyo Gas Co., Ltd. 519,000 1,849 Toyota Motor Corporation (b) 109,900 3,710 Mexico (1.6%) Grupo Televisa SA de CV-ADR 184,915 7,371 Wal-Mart de Mexico SA de CV-Series V 972,500 2,773 Netherlands (2.6%) ING Groep NV 168,494 3,929 Royal Numico NV-CVA (a) 79,714 2,202 STMicroelectronics NV (a) 381,867 10,354 Russia (2.7%) Lukoil Oil Company-ADR (a) 76,210 7,095 Mining and Metallurgical Company Norilsk Nickel-ADR 75,818 4,940 YUKOS Oil Company-ADR 124,754 5,314 Singapore (1.0%) DBS Group Holdings Ltd. 718,000 6,216 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Global 3 Janus Global - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- South Korea (5.8%) Kookmin Bank 81,580 $ 3,058 POSCO 58,980 8,072 Samsung Electronics Co., Ltd. 57,520 21,781 Shinsegae Co., Ltd. 6,860 1,670 SK Telecom Co., Ltd. 15,420 2,576 Sweden (1.1%) Atlas Copco AB-A Shares (b) 124,900 4,470 Autoliv, Inc.-SDR 66,500 2,523 Switzerland (7.9%) Credit Suisse Group 231,452 8,468 Givaudan SA-Registered Shares 5,880 3,052 Roche Holding AG 213,077 21,492 Serono SA-Class B 2,604 1,857 UBS AG-Registered Shares 225,389 15,435 Taiwan (3.6%) China Steel Corporation 2,278,000 1,894 China Steel Corporation-GDR-144A 133,000 2,209 Fubon Financial Holding Co., Ltd. 2,669,000 2,558 Hon Hai Precision Indusry Co., Ltd. 1,701,000 6,697 Quanta Computer Inc. 1,448,100 3,566 United Microelectronics Corporation (a) 7,196,000 6,175 United Kingdom (9.8%) Amdocs Limited (a) 149,965 3,371 British Sky Broadcasting Group PLC (a) 887,088 11,163 Compass Group PLC 934,862 6,358 HSBC Holdings PLC (a) 1,000,627 15,724 Reckitt Benckiser PLC 180,757 4,089 Rio Tinto PLC-Registered Shares 233,352 6,444 Standard Chartered PLC (a) 482,083 7,960 Tesco PLC 1,061,984 4,899 Vedanta Resources PLC (a) 382,651 2,520 United States (21.7%) Amgen Inc. (a) 33,720 2,084 Anthem, Inc. (a)(b) 127,140 9,536 Applied Materials, Inc. (a) 136,720 3,069 Bank of New York Company, Inc. (The) 105,015 3,478 Baxter International Inc. 75,800 2,313 Boeing Company (The) 46,035 1,940 CarMax, Inc. (a)(b) 68,970 2,133 Cendant Corporation (a) 143,990 3,207 Cisco Systems, Inc. (a) 456,690 11,094 Citigroup Inc. 347,265 16,856 Clear Channel Communications, Inc. 66,530 3,116 Dell Computer Corporation (a) 72,050 2,447 eBay Inc. (a) 28,185 1,820 Hewlett-Packard Company 157,685 3,622 InterActiveCorp (a)(b) 70,295 2,385 KLA-Tencor Corporation (a)(b) 71,505 4,195 Shares Value -------------------- --------------- United States (continued) Liberty Media Corporation-Class A (a) 171,331 $ 2,037 McDonald's Corporation 143,435 3,561 Medco Health Solutions, Inc. (a) 124,595 4,235 Medtronic, Inc. 192,040 9,335 Microsoft Corporation 79,930 2,201 Northern Trust Corporation 40,960 1,901 Northrop Grumman Corporation (b) 42,380 4,052 SanDisk Corporation (a) 35,880 2,194 Texas Instruments Incorporated 151,040 4,438 Time Warner Inc. (a) 885,320 15,927 United Technologies Corporation 46,485 4,405 UnitedHealth Group Incorporated 166,595 9,693 Walgreen Co. 1,890 69 ---------- Total Common Stocks (cost: $523,128) 614,592 ---------- Principal Value -------------- ------------ SECURITY LENDING COLLATERAL (7.6%) Debt (6.1%) Bank Notes (0.3%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 229 $ 229 Fleet National Bank 1.00%, due 01/21/2004 857 857 National Bank of Commerce 1.19%, due 04/21/2004 714 714 Commercial Paper (1.6%) Compass Securitization-144A 1.08%, due 01/22/2004 429 429 Delaware Funding Corporation 1.08%, due 01/07/2004 285 285 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 429 429 1.09%, due 01/13/2004 286 286 1.08%, due 02/05/2004 570 570 General Electric Capital Corporation 1.09%, due 01/08/2004 712 712 1.09%, due 01/09/2004 429 429 1.08%, due 01/16/2004 569 569 Govco Incorporated-144A 1.07%, due 02/05/2004 713 713 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 713 713 1.09%, due 02/06/2004 713 713 1.10%, due 02/09/2004 417 417 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 713 713 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 429 429 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Global 4 Janus Global - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ----------------------- --------------- Commercial Paper (continued) Preferred Receivables Funding-144A 1.09%, due 01/16/2004 $ 828 $ 828 1.08%, due 02/17/2004 1,426 1,426 Sheffield Receivables-144A 1.09%, due 01/21/2004 286 286 Euro Dollar Overnight (0.3%) BNP Paribas SA 0.97%, due 01/07/2004 1,428 1,428 Credit Agricole Indosuez 0.98%, due 01/02/2004 57 57 1.08%, due 01/06/2004 543 543 Euro Dollar Terms (1.5%) Bank of Montreal 1.06%, due 01/15/2004 279 279 1.06%, due 02/17/2004 571 571 Bank of Scotland 1.06%, due 04/02/2004 429 429 Citigroup Inc. 1.10%, due 01/22/2004 429 429 1.09%, due 02/06/2004 571 571 Credit Agricole Indosuez 1.08%, due 01/28/2004 286 286 Den Danske Bank 1.08%, due 01/20/2004 1,428 1,428 1.02%, due 01/30/2004 714 714 Royal Bank of Canada 1.05%, due 02/27/2004 1,428 1,428 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 857 857 1.08%, due 01/15/2004 286 286 1.08%, due 01/20/2004 143 143 Svenska Handelsbanken AB 1.09%, due 01/15/2004 143 143 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 857 857 Wells Fargo & Company 1.04%, due 01/30/2004 1,143 1,143 Master Notes (0.4%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 571 571 1.14%, due 09/08/2004 857 857 Morgan Stanley 1.05%, due 06/21/2004 1,371 1,371 Medium Term Notes (0.3%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 1,428 1,428 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 429 429 Principal Value ----------------------- --------------- Repurchase Agreements (1.7%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $3,341 on 01/02/2004 $ 3,341 $ 3,341 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $4,541 on 01/02/2004 4,541 4,541 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $2,713 on 01/02/2004 2,713 2,713 Shares Value --------------- ------------ Investment Companies (1.5%) Money Market Funds (1.5%) American AAdvantage Select Fund 1-day yield of 1.00% 700,666 $ 701 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 1,710,729 1,711 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 7,438,813 7,439 --------- Total Security Lending Collateral (cost: $48,441) 48,441 --------- Total Investment Securities (cost: $571,569) $663,033 ========= SUMMARY: Investments, at value 104.1 % $663,033 Liabilities in excess of other assets (4.1)% (28,689) --------- --------- Net assets 100.0 % $634,344 ========= ========= FORWARD FOREIGN CURRENCY CONTRACTS: - ----------------------------------------------------------------------------------- Amount in Net Unrealized Bought Settlement U.S. Dollars Appreciation Currency (Sold) Date Bought (Sold) (Depreciation) - ------------------ ----------- ------------ --------------- --------------- Canadian Dollar - 01/02/2004 $ - $ - Euro Dollar 405 01/02/2004 504 8 Euro Dollar 20 01/07/2004 25 0 British Pound (748) 01/05/2004 (1,331) (8) Hong Kong Dollar (3,549) 01/05/2004 (457) - Taiwan Dollar (6,750) 01/02/2004 (198) (1) --------- ----- $ (1,457) $ (1) ========= ===== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Global 5 Janus Global - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Percentage of Net Assets Value ----------------- ------------ INVESTMENTS BY INDUSTRY: Commercial Banks 18.2 % $ 115,636 Electronic Components & Accessories 7.3 % 46,814 Pharmaceuticals 6.9 % 43,962 Electronic & Other Electric Equipment 6.1 % 38,802 Computer & Office Equipment 5.4 % 34,185 Chemicals & Allied Products 5.0 % 32,058 Oil & Gas Extraction 4.0 % 25,182 Insurance 3.7 % 23,755 Metal Mining 3.4 % 21,884 Telecommunications 3.4 % 21,508 Computer & Data Processing Services 2.9 % 18,453 Motion Pictures 2.5 % 15,927 Primary Metal Industries 2.4 % 15,602 Industrial Machinery & Equipment 2.2 % 14,008 Medical Instruments & Supplies 1.8 % 11,648 Security & Commodity Brokers 1.8 % 11,498 Automotive 1.8 % 11,325 Radio & Television Broadcasting 1.8 % 11,162 Beer, Wine & Distilled Beverages 1.7 % 10,917 Aerospace 1.6 % 10,397 Restaurants 1.6 % 9,919 Life Insurance 1.2 % 7,823 Real Estate 1.0 % 6,102 Percentage of Net Assets Value INVESTMENTS BY INDUSTRY: ----------------- ------------ Electric Services 0.8 % $ 5,335 Business Services 0.8 % 4,936 Food Stores 0.8 % 4,899 Communications Equipment 0.7 % 4,406 Drug Stores & Proprietary Stores 0.7 % 4,304 Instruments & Related Products 0.7 % 4,195 Personal Services 0.5 % 3,207 Food & Kindred Products 0.5 % 3,052 Variety Stores 0.4 % 2,773 Petroleum Refining 0.4 % 2,752 Finance 0.4 % 2,558 Transportation & Public Utilities 0.4 % 2,385 Automotive Dealers & Service Stations 0.3 % 2,133 Communication 0.3 % 2,037 Rubber & Misc. Plastic Products 0.3 % 2,033 Mortgage Bankers & Brokers 0.3 % 1,814 Department Stores 0.3 % 1,670 Wholesale Trade Durable Goods 0.2 % 1,536 ----- --------- Investments, at market value 96.5 % 614,592 Short-term investments 7.6 % 48,441 Liabilities in excess of other assets (4.1)% (28,689) ----- --------- Net assets 100.0 % $ 634,344 ===== ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $46,630. (c) Cash collateral for the Repurchase Agreements, valued at $10,811, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: ADR American Depositary Receipt GDR Global Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2003, these securities aggregated $2,209 or 0.35% of the net assets of the fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Global 6 Janus Global - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $571,569) (including $46,630 of securities loaned) $663,033 Cash 18,096 Foreign cash (cost: $302) 303 Receivables: Investment securites sold 4,273 Interest 5 Dividends 864 Dividend reclaims receivable 155 Due from adviser 199 Unrealized appreciation on forward foreign currency contracts 8 Other 38 -------- 686,974 -------- Liabilities: Investment securities purchased 649 Accounts payable and accrued liabilities: Management and advisory fees 446 Distribution fees 1 Deferred foreign taxes 2,948 Payable for collateral for securities on loan 48,441 Unrealized depreciation on forward foreign currency contracts 9 Other 136 -------- 52,630 -------- Net Assets $634,344 ======== Net Assets Consist of: Capital stock, 100,000 shares authorized ($.01 par value) $ 393 Additional paid-in capital 980,690 Accumulated net investment income (loss) (33) Accumulated net realized gain (loss) from investment securities and foreign currency transactions (435,237) Net unrealized appreciation (depreciation) on: Investment securities (Net of deferred foreign taxes of $2,948) 88,516 Translation of assets and liabilities denominated in foreign currencies 15 -------- Net Assets $634,344 ======== Shares Outstanding: Initial Class 39,268 Service Class 15 Net Asset Value and Offering Price Per Share: Initial Class $ 16.15 Service Class 16.15 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 123 Dividends 11,389 Income from loaned securities-net 209 Less withholding taxes on foreign dividends (1,054) --------- 10,667 --------- Expenses: Management and advisory fees 4,882 Transfer agent fees 2 Printing and shareholder reports 204 Custody fees 548 Administration fees 24 Legal fees 8 Auditing and accounting fees 13 Directors fees 24 Other 14 Service fees: Service Class 1 --------- Total expenses 5,720 --------- Net Investment Income (Loss) 4,947 --------- Net Realized Gain (Loss) from: Investment securities (37,384) Foreign currency transactions (8,072) --------- (45,456) --------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities (Net of deferred foreign taxes of $2,948) 161,851 Translation of assets and liabilities denominated in foreign currencies 6,172 --------- 168,023 --------- Net Gain (Loss) on Investment Securities and Foreign Currency Transactions 122,567 --------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 127,514 ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Global 7 Janus Global - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ---------------- ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 4,947 $ 5,065 Net realized gain (loss) from investment securities and foreign currency transactions (45,456) (188,454) Net unrealized appreciation (depreciation) on investment securities and foreign currency translation 168,023 (73,753) --------- --------- 127,514 (257,142) --------- --------- Distributions to Shareholders: From net investment income: Initial Class - (21,431) Service Class - - --------- --------- - (21,431) --------- --------- From net realized gains: Initial Class - - Service Class - - --------- --------- - - --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 534,696 196,686 Service Class 20,846 - --------- --------- 555,542 196,686 --------- --------- Dividends and distributions reinvested: Initial Class - 21,431 Service Class - - --------- --------- - 21,431 --------- --------- Cost of shares redeemed: Initial Class (663,298) (386,379) Service Class (20,771) - --------- --------- (684,069) (386,379) --------- --------- (128,527) (168,262) --------- --------- Net increase (decrease) in net assets (1,013) (446,835) --------- --------- Net Assets: Beginning of year 635,357 1,082,192 --------- --------- End of year $ 634,344 $ 635,357 ========= ========= Accumulated Net Investment Income (Loss) $ (33) $ 549 ========= ========= December 31, December 31, 2003 2002 ---------------- ---------------- Share Activity: Shares issued: Initial Class 39,422 12,628 Service Class 1,396 - --------- --------- 40,818 12,628 --------- --------- Shares issued-reinvested from distributions: Initial Class - 1,498 Service Class - - --------- --------- - 1,498 --------- --------- Shares redeemed: Initial Class (48,446) (24,921) Service Class (1,381) - --------- --------- (49,827) (24,921) --------- --------- Net increase (decrease) in shares outstanding (9,009) (10,795) ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Global 8 Janus Global - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 13.16 $ 0.11 $ 2.88 $ 2.99 12/31/2002 18.32 0.09 (4.82) (4.73) 12/31/2001 23.97 0.10 (5.57) (5.47) 12/31/2000 37.46 0.02 (6.06) (6.04) 12/31/1999 23.71 (0.04) 16.42 16.38 - --------------- ---------- --------- -------- --------- --------- Service Class 12/31/2003 12.97 (0.04) 3.22 3.18 - --------------- ---------- --------- -------- --------- --------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ - $ - $ - $ 16.15 (0.43) - (0.43) 13.16 (0.18) - (0.18) 18.32 (0.90) (6.55) (7.45) 23.97 - (2.63) (2.63) 37.46 - --------------- --------- --------- --------- --------- Service Class - - - 16.15 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 22.72% $ 634,110 0.94% 0.94% 0.81% 131% 12/31/2002 (26.02) 635,357 0.92 0.92 0.60 67 12/31/2001 (22.84) 1,082,192 0.95 0.95 0.50 83 12/31/2000 (17.55) 1,717,573 0.89 0.89 0.06 82 12/31/1999 71.10 1,926,210 0.92 0.92 (0.14) 68 - --------------- ---------- ------ ----------- ---- ---- ----- --- Service Class 12/31/2003 24.52 234 1.19 1.19 (0.39) 131 - --------------- ---------- ------ ----------- ---- ---- ----- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial class-December 3, 1992 Service class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of net expenses to average net assets is net of fee waivers by the investment adviser, if any, (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Global 9 Janus Global - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Janus Global ("the Fund"), part of ATSF, began operations on December 3, 1992. The fund will acquire Templeton Great Companies Global and be renamed Templeton Great Companies Global, effective the close of business on April 30, 2004, subject to approval by Policyowners. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $90 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at the inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Global 10 Janus Global - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $208 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Foreign capital gains taxes: The Fund may be subject to taxes imposed by countries in which it invests, with respect to its investment in issuers existing or operating in such countries. Such taxes are generally based on income earned or repatriated and capital gains realized on the sale of such investments. The Fund accrues such taxes when the related income or capital gains are earned. Some countries require governmental approval for the repatriation of investment income, capital or the proceeds of sales earned by foreign investors. In addition, if there is a deterioration in a country's balance of payments or for other reasons, a country may impose temporary restrictions on foreign capital remittances abroad. The Fund's investments in India are subject to a 30% governmental short-term capital gains tax. The Indian government has elected to waive the long-term capital gains tax of 10% on equities securities held for longer than one year. This waiver of tax is effective through March of 2007. Such taxes are due upon sale of individual securities. The Fund accrues for taxes on the capital gains throughout the holding period of the underlying securities. The amount of short-term capital gains tax that would have been realized if all the India securities were sold at 12/31/2003 was $2,948, a 7 cent (not in thousands) reduction to the funds net asset value per share. If however, the Fund holds the securities for at least one year, no capital gains tax will be realized. At 12/31/2003, there are $129 in carryforward losses available to be offset against future gains. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in market value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Global 11 Janus Global - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.80% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit The sub-advisor, Janus Capital Management, LLC, has agreed to a pricing discount based on the aggregate assets that they manage in the ATSF and IDEX mutual funds. The amount of the discount received by the fund at December 31, 2003 was $5. If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $22. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 758,264 U.S. Government 4,243 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 866,701 U.S. Government 13,192 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (2,543) Undistributed net investment income (loss) (5,529) Undistributed net realized capital gains (loss) 8,072 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Global 12 Janus Global - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4-(continued) The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 21,431 Long-term capital gains - 2003 Distributions paid from: Ordinary income - Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ - =========== Undistributed Long-term Capital Gains $ - =========== Capital Loss Carryforward $ (424,311) =========== Post October Currency Loss $ 32 =========== Post October Capital Loss $ 7,090 =========== Net Unrealized Appreciation (Depreciation) $ 87,627 =========== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - ---------------- ------------------ $ 181,151 December 31, 2009 198,150 December 31, 2010 45,010 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $575,406 ======== Unrealized Appreciation $ 97,928 Unrealized (Depreciation) (10,301) -------- Net Unrealized Appreciation (Depreciation) $ 87,627 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Global 13 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Janus Global In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Janus Global (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Global 14 Janus Growth - -------------------------------------------------------------------------------- MARKET ENVIRNOMENT For the first time since 1999, the major U.S. stock market indices ended the year with gains. The Dow Jones Industrial Average added 28.28% and the broad-based Standard and Poor's 500 Composite Stock Index ("S&P 500") climbed 28.67%. Not to be outdone, the technology-dominated NASDAQ Composite Index surged 50.01% for the year. Meanwhile, Treasury yields fluctuated with the daily headline news and fortunes of the stock market. The year began with a brief rally that was quickly overcome by worries of a looming conflict with Iraq. Rising unemployment, a persistent lack of new jobs and soaring oil prices also were causes for concern. After hitting a trough in the months leading up to the war, however, both the market and consumer confidence bounced back sharply by the time the hostilities began in mid-March. Later, signs that the manufacturing sector was emerging from a two-year slump and a tax-cut-driven increase in consumer spending also helped to lift investors' spirits. But the health of the economy still was in doubt as job losses mounted. The Federal Reserve Board acknowledged the mixed picture, cutting its benchmark federal funds rate to a 45-year low of 1% in an attempt to spur corporate investment and hiring. As the year came to a close, however, stocks added to their gains. Feelings of cautious optimism, fueled by an acceleration of quarterly earnings and better-than-expected economic growth, prevailed despite questions about whether the positive momentum could be sustained. PERFORMANCE For the year ended December 31, 2003, Janus Growth returned 31.99%. By comparison its benchmark, the S&P 500, returned 28.67%. MANAGER'S OVERVIEW Q. How did you manage the Portfolio in this environment? Through the first nine months of the year, geopolitical strife, a persistent lack of job creation and a demonstrated lack of willingness by corporations to spend placed the sustainability of the economic recovery very much in question. As a result, we attempted to position the portfolio somewhere in the middle of the spectrum by balancing our position in cyclical stocks we believed were leveraged to a robust economic recovery against more historically consistent growth stocks. More recently, however, a discernable improvement in the labor market has, we believe, suggested that the recovery is on the verge of becoming self-sustaining. That has encouraged us to become somewhat more aggressive, and we have increased the portfolio's exposure toward companies we believe have a greater sensitivity to both capital spending and the market at large. Q. Which individual holdings had the greatest positive impact on performance? Biotechnology's Genentech, Inc. was the single biggest contributor to results. Also providing solid gains were a trio of Internet-related companies including web portal Yahoo! Inc., Internet retailer Amazon.com, Inc. and auction site eBay Inc. All three of these companies benefited from a renewed preference for high-growth business models among investors and their status as survivors in the massive shake-out of the technology industry that has taken place over the last several years. Meanwhile, Liberty Media Corporation, which holds a broad collection of media assets spanning both content and distribution, also performed well. Q. Which individual holdings had the greatest negative impact on performance? Healthcare software and technology provider Cerner Corporation, which provides integrated systems designed to function across the continuum of patient care, was our biggest disappointment after the company missed its first-quarter earnings target by a substantial margin. Media's Viacom Inc. also detracted from results, as did hospital operator HCA Inc. Meanwhile, cellular phone giant Nokia Oyj gave ground while retailer Kohl's Corporation, a relatively new addition to the portfolio, rounded out our list of detractors. Q. Which sectors had the greatest impact on the Portfolio's performance? Although it's possible to view the portfolio's results on a sector-by-sector basis, we would like to reiterate that our focus has always been limited to finding first-rate growth companies -- not making sector bets or chasing industry performance. That said, our holdings in the consumer discretionary area, where we had exposure more than triple that of the S&P 500, was our single most profitable sector. Our healthcare investments also worked to our advantage as we were able to select those companies that outperformed the category as a whole. Meanwhile, our positions in energy and consumer staples were our two weakest performing groups, although consumer staples actually made a positive contribution on an absolute basis. /s/ Edward Keely Edward Keely Portfolio Manager Janus Capital Management, LLC AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Growth 1 Janus Growth - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Invested 12/31/93 through 12/31/03 Initial Class S&P 500 12/31/93 $10,000 $10,000 3/31/94 9,516 9,622 6/30/94 8,949 9,662 9/30/94 9,264 10,133 12/30/94 9,169 10,132 3/31/95 9,766 11,117 6/30/95 11,332 12,177 9/30/95 12,844 13,144 12/31/95 13,490 13,934 3/31/96 14,154 14,682 6/30/96 15,547 15,340 9/30/96 15,813 15,814 12/31/96 15,913 17,132 3/31/97 15,230 17,592 6/30/97 17,744 20,661 9/30/97 19,432 22,208 12/31/97 18,705 22,845 3/31/98 22,388 26,029 6/30/98 25,445 26,889 9/30/98 23,899 24,219 12/31/98 30,764 29,373 3/31/99 36,034 30,836 6/30/99 36,828 33,009 9/30/99 36,911 30,950 12/31/99 49,121 35,553 3/31/00 54,385 36,368 6/30/00 48,157 35,404 9/30/00 47,773 35,061 12/31/00 34,905 32,319 3/31/01 26,249 28,490 6/30/01 29,323 30,156 9/30/01 19,964 25,732 12/31/01 25,061 28,481 3/31/02 24,009 28,560 6/30/02 19,358 24,735 9/30/02 16,403 20,465 12/31/02 17,562 22,189 3/31/03 18,076 21,489 6/30/03 20,640 24,797 9/30/03 20,878 25,453 12/31/03 23,180 28,550 *Inception 10/02/1986. Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years 10 years Inception* Date ----------- ------------- ---------- ------------ ---------- Initial Class 31.99% (5.50)% 8.77% 12.58% 10/2/86 S&P 500(1) 28.67% (0.57)% 11.06% 12.20% 10/2/86 - --------------- ----- ----- ----- ----- ------- Service Class - - - 21.43% 5/1/03 - --------------- ----- ----- ----- ----- ------- NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Growth 2 Janus Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ------------------- ----------------- COMMON STOCKS (90.0%) Air Transportation (1.3%) FedEx Corporation 327,060 $ 22,077 Amusement & Recreation Services (2.3%) Mandalay Resort Group (b) 884,515 39,557 Automotive Dealers & Service Stations (1.5%) Advance Auto Parts, Inc. (a)(b) 320,430 26,083 Beer, Wine & Distilled Beverages (0.9%) LVMH Moet Hennessy Louis Vuitton SA 199,746 14,533 Business Services (7.6%) Clear Channel Communications, Inc. (b) 1,965,535 92,046 eBay Inc. (a) 564,290 36,447 Chemicals & Allied Products (1.3%) Procter & Gamble Company (The) 216,055 21,580 Commercial Banks (4.9%) Citigroup Inc. 551,220 26,756 MBNA Corporation 1,673,560 41,588 Northern Trust Corporation 333,850 15,497 Communication (4.7%) Liberty Media Corporation-Class A (a) 6,690,937 79,555 Communications Equipment (1.6%) Avaya Inc. (a) 840,005 10,870 Nokia Oyj-ADR 913,395 15,528 Computer & Data Processing Services (8.9%) Check Point Software Technologies, Ltd. (a)(b) 1,017,875 17,121 Electronic Arts Inc. (a)(b) 796,410 38,052 VERITAS Software Corporation (a) 698,420 25,953 Yahoo! Inc. (a) 1,542,015 69,653 Computer & Office Equipment (4.1%) Cisco Systems, Inc. (a) 1,974,790 47,968 Lexmark International Group, Inc. (a) 269,800 21,217 Department Stores (1.5%) Kohl's Corporation (a) 579,860 26,059 Electronic Components & Accessories (4.8%) Intel Corporation 800,850 25,787 Maxim Integrated Products 629,971 31,373 Xilinx, Inc. (a) 630,272 24,417 Food Stores (1.0%) Krispy Kreme Doughnuts, Inc. (a)(b) 467,045 17,094 Hotels & Other Lodging Places (2.2%) Marriott International, Inc.-Class A 415,590 19,200 Starwood Hotels & Resorts Worldwide, Inc. 491,770 17,689 Instruments & Related Products (1.7%) Alcon, Inc. 168,855 10,222 Teradyne, Inc. (a) 740,170 18,837 Shares Value ------------------- ----------------- Insurance (3.8%) UnitedHealth Group Incorporated 1,111,685 $ 64,678 Manufacturing Industries (2.1%) International Game Technology 1,020,285 36,424 Medical Instruments & Supplies (6.9%) Biomet, Incorporated 535,310 19,491 Boston Scientific Corporation (a)(b) 310,560 11,416 Medtronic, Inc. 1,790,760 87,049 Paper & Allied Products (1.1%) 3M Company 223,325 18,989 Personal Credit Institutions (1.0%) SLM Corporation 457,930 17,255 Personal Services (1.7%) Cendant Corporation (a) 1,305,185 29,066 Pharmaceuticals (15.2%) Amgen Inc. (a) 916,165 56,619 Celgene Corporation (a) 384,015 17,288 Forest Laboratories, Inc. (a) 924,940 57,161 Genentech, Inc. (a) 679,250 63,557 Genzyme Corporation-General Division (a) 416,660 20,558 Roche Holding AG 251,445 25,362 Teva Pharmaceutical Industries Ltd.-ADR (b) 319,958 18,145 Restaurants (1.5%) McDonald's Corporation 1,037,020 25,749 Retail Trade (4.6%) Amazon.com, Inc. (a)(b) 688,695 36,253 Staples, Inc. (a) 1,196,355 32,660 Tiffany & Co. 219,305 9,913 Security & Commodity Brokers (0.8%) Legg Mason, Inc. 186,150 14,367 U.S. Government Agencies (1.0%) Fannie Mae (b) 217,540 16,329 ----------- Total Common Stocks (cost: $1,227,954) 1,531,088 ----------- Principal Value --------------- -------------- SECURITY LENDING COLLATERAL (7.2%) Debt (5.7%) Bank Notes (0.3%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 577 $ 577 Fleet National Bank 1.00%, due 01/21/2004 2,165 2,165 National Bank of Commerce 1.19%, due 04/21/2004 1,804 1,804 Commercial Paper (1.5%) Compass Securitization-144A 1.08%, due 01/22/2004 1,082 1,082 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Growth 3 Janus Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ------------------------ ----------------- Commercial Paper (continued) Delaware Funding Corporation 1.08%, due 01/07/2004 $ 719 $ 719 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 1,082 1,082 1.09%, due 01/13/2004 722 722 1.08%, due 02/05/2004 1,440 1,440 General Electric Capital Corporation 1.09%, due 01/08/2004 1,799 1,799 1.09%, due 01/09/2004 1,082 1,082 1.08%, due 01/16/2004 1,437 1,437 Govco Incorporated-144A 1.07%, due 02/05/2004 1,802 1,802 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 1,801 1,801 1.09%, due 02/06/2004 1,801 1,801 1.10%, due 02/09/2004 1,052 1,052 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 1,801 1,801 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 1,082 1,082 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 2,091 2,091 1.08%, due 02/17/2004 3,601 3,601 Sheffield Receivables-144A 1.09%, due 01/21/2004 722 722 Euro Dollar Overnight (0.3%) BNP Paribas SA 0.97%, due 01/07/2004 3,608 3,608 Credit Agricole Indosuez 0.98%, due 01/02/2004 144 144 1.08%, due 01/06/2004 1,371 1,371 Euro Dollar Terms (1.4%) Bank of Montreal 1.06%, due 01/15/2004 705 705 1.06%, due 02/17/2004 1,443 1,443 Bank of Scotland 1.06%, due 04/02/2004 1,082 1,082 Citigroup Inc. 1.10%, due 01/22/2004 1,082 1,082 1.09%, due 02/06/2004 1,443 1,443 Credit Agricole Indosuez 1.08%, due 01/28/2004 722 722 Den Danske Bank 1.08%, due 01/20/2004 3,608 3,608 1.02%, due 01/30/2004 1,804 1,804 Royal Bank of Canada 1.05%, due 02/27/2004 3,608 3,608 Principal Value ------------------------ ----------------- Euro Dollar Terms (continued) Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 $ 2,165 $ 2,165 1.08%, due 01/15/2004 722 722 1.08%, due 01/20/2004 361 361 Svenska Handelsbanken AB 1.09%, due 01/15/2004 361 361 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 2,165 2,165 Wells Fargo & Company 1.04%, due 01/30/2004 2,886 2,886 Master Notes (0.4%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 1,443 1,443 1.14%, due 09/08/2004 2,165 2,165 Morgan Stanley 1.05%, due 06/21/2004 3,464 3,464 Medium Term Notes (0.3%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 3,608 3,608 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 1,082 1,082 Repurchase Agreements (1.5%) (c) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $8,442 on 01/02/2004 8,442 8,442 Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at$11,473 on 01/02/2004 11,473 11,473 Morgan Stanley 1.11%, Repurchase Agreement dated 12/31/2003 to be repurchased at $6,855 on 01/02/2004 6,855 6,855 Shares Value --------------- ------------- Investment Companies (1.5%) Money Market Funds (1.5%) American AAdvantage Select Fund 1-day yield of 1.00% 1,769,756 $ 1,770 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 4,320,990 4,321 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 18,789,093 18,789 ----------- Total Security Lending Collateral (cost: $122,354) 122,354 ----------- Total Investment Securities (cost: $1,350,308) $ 1,653,442 =========== SUMMARY: Investments, at value 97.2% $ 1,653,442 Other assets in excess of liabilities 2.8% 47,082 ---------- ----------- Net assets 100.0% $ 1,700,524 ========== =========== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Growth 4 Janus Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $118,012. (c) Cash collateral for the Repurchase Agreements, valued at $27,306, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: ADR American Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Growth 5 Janus Growth - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $1,350,308) (including $118,012 of securities loaned) $1,653,442 Cash 170,439 Receivables: Investment securites sold 1,210 Interest 37 Dividends 1,086 Dividend reclaims receivable 11 Other 124 ---------- 1,826,349 ---------- Liabilities: Investment securities purchased 2,072 Accounts payable and accrued liabilities: Management and advisory fees 1,191 Distribution fees 1 Payable for collateral for securities on loan 122,354 Other 207 ---------- 125,825 ---------- Net Assets $1,700,524 ========== Net Assets Consist of: Capital stock, 850,000 shares authorized ($.01 par value) $ 563 Additional paid-in capital 2,385,669 Undistributed net investment income - Accumulated net realized gain (loss) from investment securities and foreign currency transactions (988,843) Net unrealized appreciation (depreciation) on: Investment securities 303,134 Translation of assets and liabilities denominated in foreign currencies 1 ---------- Net Assets $1,700,524 ========== Shares Outstanding: Initial Class 56,277 Service Class 27 Net Asset Value and Offering Price Per Share: Initial Class $ 30.20 Service Class 30.15 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 505 Dividends 7,189 Income from loaned securities-net 118 Less withholding taxes on foreign dividends (72) --------- 7,740 --------- Expenses: Management and advisory fees 11,497 Transfer agent fees 2 Printing and shareholder reports 272 Custody fees 137 Administration fees 20 Legal fees 18 Auditing and accounting fees 15 Directors fees 51 Other 29 Service fees: Service Class 1 --------- Total expenses 12,042 --------- Net Investment Income (Loss) (4,302) --------- Net Realized Gain (Loss) from: Investment securities (72,277) Foreign currency transactions (22) --------- (72,299) --------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 475,137 Translation of assets and liabilities denominated in foreign currencies 1 --------- 475,138 --------- Net Gain (Loss) on Investment Securities and Foreign Currency Transactions 402,839 --------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 398,537 ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Growth 6 Janus Growth - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ --------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (4,302) $ (4,726) Net realized gain (loss) from investment securities and foreign currency transactions (72,299) (283,393) Net unrealized appreciation (depreciation) on investment securities and foreign currency translations 475,138 (259,319) ----------- ----------- 398,537 (547,438) ----------- ----------- Distributions to Shareholders: From net investment income: Initial Class - - Service Class - - ----------- ----------- - - ----------- ----------- From net realized gains: Initial Class - - Service Class - - ----------- ----------- - - ----------- ----------- Capital Share Transactions: Proceeds from shares sold: Initial Class 180,078 91,681 Service Class 814 - ----------- ----------- 180,892 91,681 ----------- ----------- Proceeds from fund acquisition: Initial Class 246,159 - Service Class - - ----------- ----------- 246,159 - ----------- ----------- Dividends and distributions reinvested: Initial Class - - Service Class - - ----------- ----------- - - ----------- ----------- Cost of shares redeemed: Initial Class (234,533) (327,289) Service Class (71) - ----------- ----------- (234,604) (327,289) ----------- ----------- 192,447 (235,608) ----------- ----------- Net increase (decrease) in net assets 590,984 (783,046) ----------- ----------- Net Assets: Beginning of year 1,109,540 1,892,586 ----------- ----------- End of year $ 1,700,524 $ 1,109,540 =========== =========== Undistributed Net Investment Income (Loss) $ - $ - =========== =========== December 31, December 31, 2003 2002 ------------------ --------------- Share Activity: Shares issued: Initial Class 6,871 3,446 Service Class 29 - --------- ----------- 6,900 3,446 --------- ----------- Shares issued-on fund acquisition: Initial Class 9,914 - Service Class - - --------- ----------- 9,914 - --------- ----------- Shares issued-reinvested from distributions: Initial Class - - Service Class - - --------- ----------- - - --------- ----------- Shares redeemed: Initial Class (9,012) (12,900) Service Class (2) - --------- ----------- (9,014) (12,900) --------- ----------- Net increase (decrease) in shares outstanding 7,800 (9,454) ========= =========== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Growth 7 Janus Growth - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 22.88 $ (0.08) $ 7.40 $ 7.32 12/31/2002 32.65 (0.09) (9.68) (9.77) 12/31/2001 47.34 (0.12) (13.24) (13.36) 12/31/2000 78.00 (0.14) (21.10) (21.24) 12/31/1999 59.94 (0.04) 34.02 33.98 - --------------- ---------- --------- --------- ---------- ---------- Service Class 12/31/2003 24.83 (0.08) 5.40 5.32 - --------------- ---------- --------- --------- ---------- ---------- For a share outstanding throughout each period (a) ------------------------------------------------------ Distributions ----------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ------------ --------------- ------------ Initial Class $ - $ - $ - $ 30.20 - - - 22.88 - (1.33) (1.33) 32.65 (0.10) (9.32) (9.42) 47.34 (1.17) (14.75) (15.92) 78.00 - --------------- --------- ---------- ---------- --------- Service Class - - - 30.15 - --------------- --------- ---------- ---------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 31.99% $ 1,699,707 0.84% 0.84% (0.30)% 64% 12/31/2002 (29.92) 1,109,540 0.86 0.86 (0.33) 68 12/31/2001 (28.20) 1,892,586 0.89 0.89 (0.33) 60 12/31/2000 (28.94) 2,957,087 0.82 0.82 (0.18) 49 12/31/1999 59.67 4,141,240 0.82 0.82 (0.05) 71 - --------------- ---------- ------ ----------- ---- ---- ----- -- Service Class 12/31/2003 21.43 817 1.10 1.10 (0.56) 64 - --------------- ---------- ------ ----------- ---- ---- ----- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-October 2, 1986 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Growth 8 Janus Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Janus Growth ("the Fund"), part of ATSF, began operations on October 2, 1986. On May 1, 2003, the Fund acquired all the net assets of Janus Growth II pursuant to a plan of reorganization approved by shareholders of Janus Growth II on April 16, 2003. The acquisition was accomplished by a tax-free exchange of 9,914 shares of the Fund for the 6,961 shares of Janus Growth II outstanding on April 30, 2003. Janus Growth II's net assets at that date $246,159, including $4,068 of unrealized depreciation were combined with those of the Fund, resulting in combined net assets of $1,411,921. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $248 are included in net realized gains in the Statement of Operations. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $51 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Growth 9 Janus Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, if any, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.80% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit of 1.00% through April 30, 2003. Subsequent to May 1, 2003, the operating expense limit was reduced to 0.85%. The combined expense limit for the year ended December 31, 2003,was 0.90%. The sub-advisor, Janus Capital Management, LLC, has agreed to a pricing discount based on the aggregate assets that they manage in the ATSF and IDEX mutual funds. The amount of the discount received by the fund at December 31, 2003 was $14. If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Growth 10 Janus Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $58. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 810,764 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 857,092 U.S. Government 8,315 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ 82,697 Undistributed net investment income (loss) 4,302 Undistributed net realized capital gains (loss) (86,999) The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ - =========== Undistributed Long-term Capital Gains $ - =========== Capital Loss Carryforward $ (974,092) =========== Post October Currency Loss $ 1 =========== Post October Capital Loss $ 10,044 =========== Net Unrealized Appreciation (Depreciation) $ 298,427 =========== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - ---------------- ------------------ $ 599,605 December 31, 2009 293,625 December 31, 2010 80,862 December 31, 2011 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Growth 11 Janus Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4-(continued) As part of the Fund's acquisition of Janus Growth II, the fund obtained a net capital loss carryforward of approximately $356,488 from Janus Growth II. Utilization of this carry over is subject to limitations imposed by the Internal Revenue Code and Treasury Regulations, significantly reducing the carry over available. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $1,355,015 ========== Unrealized Appreciation $ 326,401 Unrealized (Depreciation) (27,974) ---------- Net Unrealized Appreciation (Depreciation) $ 298,427 ========== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Growth 12 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Janus Growth In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Janus Growth (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Janus Growth 13 Jennison Growth - -------------------------------------------------------------------------------- MARKET ENVIRONMENT The gross domestic product ("GDP") growth reported for the third quarter jumped 8.2%, the biggest gain in nearly two decades. Consumer spending, spurred by tax cuts and low interest rates, provided the bulk of growth, however, business investment also rose sharply. Real business fixed investment, led by outlays for equipment and software, had its largest gain since early 2000, adding to GDP. Surging final sales depleted inventories further in the third quarter lowering the inventory to sales ratio, ex-automobiles, to near record lows. Rising new order backlog and exceptional strength in the production components of regional and national manufacturing surveys indicate the process of restocking and greater capital spending is well underway. We believe the GDP growth will be around 4% in the fourth quarter. Meaningful job creation is still a hurdle for the economy. Continuing unemployment claims are falling and temporary employment has been steadily increasing, however, the overall unemployment level remains high. We have argued that, for most of the recovery, tight cost controls and impressive productivity growth lie at the heart of companies' ability to expand margins. We believe further operating leverage should be driven by revenue growth amidst accelerating demand. As output increases and cash flows build, we anticipate firms that have been holding back on adding inputs, particularly labor, will reverse course. Therefore, the outsized gain in GDP in the second half of 2003 should induce renewed hiring and inventory building. This should increase businesses' contribution to growth in 2004. PERFORMANCE For the year ended December 31, 2003, Jennison Growth returned 28.77%. By comparison its benchmark, the Standard and Poor's 500 Composite Stock Index returned 28.67%. STRATEGY REVIEW Information technology stocks contributed significantly to the portfolio's return, led by our emphasis in semiconductor and semiconductor equipment stocks including Intel Corporation, Texas Instruments Incorporated and KLA-Tencor Corporation. Among our other technology holdings, Cisco Systems, Inc. was a notable contributor. So far, earnings growth for many of our holdings in this area is primarily a result of cost cutting. We believe that as revenue growth accelerates, these companies should demonstrate impressive operating leverage leading to upward earnings revisions and positive earnings surprises. Healthcare stocks were among the largest contributors to the portfolio's absolute returns. Biotechnology holdings such as Amgen Inc. ("Amgen") and Genentech, Inc. ("Genentech") advanced on the back of a stream of encouraging product developments. We favor Amgen and expect strong demand for the company's existing multi-billion dollar product portfolio, which should generate robust earnings and sales growth in markets that are largely under penetrated. Genentech has an impressive pipeline of potential medicines, some of which have passed important regulatory milestones. We believe the company's exceptional cancer franchise and continued success of its current product line should generate earnings and revenue growth acceleration. Within pharmaceuticals, AstraZeneca PLC and Teva Pharmaceuticals Industries Ltd. also helped returns. The portfolio's financial holdings performed well led by capital markets stocks such as Merrill Lynch & Co., Inc. American Express Company also moved higher alongside an improving outlook for corporate spending and travel as well as favorable developments in the government's Visa/MasterCard antitrust case. Within the consumer related areas of the portfolio, Starbucks Corporation, and Tiffany & Co. advanced. Holdings such as Harley-Davidson, Inc. and Kohl's Corp.("Kohl's") have offset these returns. We have been disappointed with Kohl's erratic sales growth, poor inventory control and store-level execution. We also anticipate difficult same-store sales comparables over the next several quarters. These concerns led us to eliminate the entire position. Spiros Segales Kathleen A. McCarragher Michael A. Del Balso Co-Portfolio Managers Jennison Associates, LLC AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Jennison Growth 1 Jennison Growth - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 11/18/96 through 12/31/03 Initial Class S&P 500 11/18/96 $10,000 $10,000 12/31/96 10,060 10,080 3/31/97 10,020 10,351 6/30/97 11,021 12,156 9/30/97 11,651 13,066 12/31/97 11,751 13,442 3/31/98 12,741 15,315 6/30/98 12,855 15,821 9/30/98 11,075 14,250 12/31/98 12,360 17,283 3/31/99 12,299 18,143 6/30/99 13,240 19,422 9/30/99 12,436 18,211 12/31/99 12,952 20,919 3/31/00 12,735 21,398 6/30/00 12,586 20,831 9/30/00 13,120 20,629 12/31/00 11,452 19,016 3/31/01 9,551 16,763 6/30/01 9,952 17,743 9/30/01 8,025 15,140 12/31/01 9,328 16,758 3/31/02 9,068 16,804 6/30/02 7,559 14,554 9/30/02 6,267 12,041 12/31/02 6,461 13,056 3/31/03 6,348 12,643 6/30/03 7,187 14,590 9/30/03 7,504 14,976 12/31/03 8,320 16,798 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years Inception Date ----------- ------------- ------------- ---------- Initial Class 28.77% (7.61)% (2.55)% 11/18/96 S&P 500(1) 28.67% (0.57)% 7.55% 11/18/96 - --------------- ----- ----- ----- -------- Service Class - - 21.36% 5/1/03 - --------------- ----- ----- ----- -------- NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Jennison Growth Portfolio of Endeavor Series Trust. Jennison Associates LLC has been the sub-adviser since October 9, 2000. Prior to that date, a different firm managed the portfolio and the performance set forth prior to October 9, 2000 is attributable to that firm. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Jennison Growth 2 Jennison Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- -------------- COMMON STOCKS (97.9%) Automotive (0.9%) Harley-Davidson, Inc. (b) 31,200 $ 1,483 Automotive Dealers & Service Stations (0.1%) CarMax, Inc. (a)(b) 6,800 210 Beverages (0.9%) Anheuser-Busch Companies, Inc. 25,900 1,364 Business Services (2.4%) Clear Channel Communications, Inc. 35,000 1,639 eBay Inc. (a) 33,600 2,170 Chemicals & Allied Products (1.9%) Avon Products, Inc. 24,500 1,654 Procter & Gamble Company (The) 13,600 1,358 Commercial Banks (3.9%) Citigroup Inc. 78,733 3,822 State Street Corporation 47,400 2,469 Communication (3.5%) Hughes Electronics Corporation (a) 62,729 1,038 Viacom, Inc.-Class B 101,600 4,509 Communications Equipment (0.8%) Motorola, Inc. 19,700 277 Nokia Oyj-ADR 31,000 527 QUALCOMM Incorporated 8,800 475 Computer & Data Processing Services (8.2%) Electronic Arts Inc. (a) 31,500 1,505 Microsoft Corporation 178,400 4,913 PeopleSoft, Inc. (a) 57,100 1,302 SAP AG-ADR (b) 70,000 2,909 Yahoo! Inc. (a) 54,300 2,453 Computer & Office Equipment (10.0%) Cisco Systems, Inc. (a) 224,100 5,443 Dell Computer Corporation (a) 109,000 3,702 EMC Corporation (a) 168,500 2,177 Hewlett-Packard Company 70,400 1,617 International Business Machines Corporation 31,200 2,892 Educational Services (1.0%) Apollo Group, Inc.-Class A (a) 22,900 1,557 Electronic & Other Electric Equipment (2.7%) General Electric Company 129,500 4,012 Harman International Industries, Incorporated 4,600 340 Electronic Components & Accessories (8.4%) Altera Corporation (a)(b) 82,700 1,877 Analog Devices, Inc. 29,100 1,328 Intel Corporation 179,300 5,773 Marvell Technology Group Ltd. (a) 10,700 406 Texas Instruments Incorporated 141,100 4,146 Shares Value -------------------- -------------- Food Stores (1.1%) Whole Foods Market, Inc. (a)(b) 27,000 $ 1,813 Furniture & Home Furnishings Stores (2.3%) Bed Bath & Beyond Inc. (a) 85,800 3,718 Health Services (0.5%) Caremark Rx, Inc. (a)(b) 31,300 793 Hotels & Other Lodging Places (0.5%) Marriott International, Inc.-Class A 17,300 799 Industrial Machinery & Equipment (0.6%) Applied Materials, Inc. (a) 44,000 988 Instruments & Related Products (3.7%) Agilent Technologies, Inc. (a) 105,100 3,073 Alcon, Inc. 7,700 466 KLA-Tencor Corporation (a) 41,400 2,429 Insurance (1.5%) American International Group, Inc. 37,200 2,466 Lumber & Other Building Materials (1.0%) Lowe's Companies, Inc. 29,500 1,634 Medical Instruments & Supplies (1.2%) Medtronic, Inc. 38,900 1,891 Oil & Gas Extraction (4.9%) BJ Services Company (a) 43,600 1,565 Schlumberger Limited 58,800 3,218 Total Fina Elf SA-ADR 33,000 3,053 Paper & Allied Products (1.0%) 3M Company 19,100 1,624 Pharmaceuticals (16.8%) Abbott Laboratories 2,700 126 Allergan, Inc. 19,600 1,505 Amgen Inc. (a) 82,900 5,123 AstraZeneca PLC-ADR (b) 39,800 1,926 Forest Laboratories, Inc. (a) 14,900 921 Genentech, Inc. (a) 32,800 3,069 Gilead Sciences, Inc. (a) 39,500 2,297 Medimmune, Inc. (a) 39,200 996 Novartis AG-ADR 41,800 1,918 Pfizer Inc. 108,840 3,845 Roche Holding AG-ADR 22,800 2,300 Teva Pharmaceutical Industries Ltd.-ADR 48,700 2,762 Radio & Television Broadcasting (1.5%) Univision Communications Inc.-Class A (a) 62,500 2,481 Restaurants (3.2%) McDonald's Corporation 77,600 1,927 Starbucks Corporation (a)(b) 95,500 3,157 Retail Trade (2.0%) Tiffany & Co. 72,100 3,259 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Jennison Growth 3 Jennison Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------- ------------ Security & Commodity Brokers (6.2%) American Express Company 85,400 $ 4,119 Goldman Sachs Group, Inc. (The) 30,900 3,051 Merrill Lynch & Co., Inc. 47,400 2,780 Telecommunications (1.4%) Vodafone Group PLC-ADR 92,700 2,321 Transportation & Public Utilities (0.9%) InterActiveCorp (a)(b) 44,100 1,496 Variety Stores (2.9%) Costco Wholesale Corporation (a) 42,900 1,595 Wal-Mart Stores, Inc. 59,100 3,135 --------- Total Common Stocks (cost: $132,223) 156,986 --------- Principal Value --------------------- --------------- SECURITY LENDING COLLATERAL (7.7%) Debt (6.1%) Bank Notes (0.3%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 58 $ 58 Fleet National Bank 1.00%, due 01/21/2004 219 219 National Bank of Commerce 1.19%, due 04/21/2004 182 182 Commercial Paper (1.6%) Compass Securitization-144A 1.08%, due 01/22/2004 109 109 Delaware Funding Corporation 1.08%, due 01/07/2004 73 73 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 109 109 1.09%, due 01/13/2004 73 73 1.08%, due 02/05/2004 146 146 General Electric Capital Corporation 1.09%, due 01/08/2004 182 182 1.09%, due 01/09/2004 109 109 1.08%, due 01/16/2004 145 145 Govco Incorporated-144A 1.07%, due 02/05/2004 182 182 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 182 182 1.09%, due 02/06/2004 182 182 1.10%, due 02/09/2004 106 106 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 182 182 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 109 109 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 211 211 1.08%, due 02/17/2004 364 364 Principal Value --------------------- --------------- Commercial Paper (continued) Sheffield Receivables-144A 1.09%, due 01/21/2004 $ 73 $ 73 Euro Dollar Overnight (0.3%) BNP Paribas SA 0.97%, due 01/07/2004 365 365 Credit Agricole Indosuez 0.98%, due 01/02/2004 15 15 1.08%, due 01/06/2004 139 139 Euro Dollar Terms (1.5%) Bank of Montreal 1.06%, due 01/15/2004 71 71 1.06%, due 02/17/2004 146 146 Bank of Scotland 1.06%, due 04/02/2004 109 109 Citigroup Inc. 1.10%, due 01/22/2004 109 109 1.09%, due 02/06/2004 146 146 Credit Agricole Indosuez 1.08%, due 01/28/2004 73 73 Den Danske Bank 1.08%, due 01/20/2004 365 365 1.02%, due 01/30/2004 182 182 Royal Bank of Canada 1.05%, due 02/27/2004 365 365 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 219 219 1.08%, due 01/15/2004 73 73 1.08%, due 01/20/2004 36 36 Svenska Handelsbanken AB 1.09%, due 01/15/2004 36 36 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 219 219 Wells Fargo & Company 1.04%, due 01/30/2004 292 292 Master Notes (0.4%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 146 146 1.14%, due 09/08/2004 219 219 Morgan Stanley 1.05%, due 06/21/2004 350 350 Medium Term Notes (0.3%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 365 365 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 109 109 Repurchase Agreements (1.7%) (c) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $855 on 01/02/2004 855 855 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Jennison Growth 4 Jennison Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ----------- ------------ Repurchase Agreements (continued) Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $1,161 on 01/02/2004 $ 1,161 $ 1,161 Morgan Stanley 1.11%, Repurchase Agreement dated 12/31/2003 to be repurchased at $693 on 01/02/2004 693 693 Shares Value --------------- ------------ Investment Companies (1.6%) Money Market Funds (1.6%) American AAdvantage Select Fund 1-day yield of 1.00% 178,922 $ 179 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 436,850 437 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 1,899,569 1,900 --------- Total Security Lending Collateral (cost: $12,370) 12,370 --------- Total Investment Securities (cost: $144,593) $ 169,356 ========= SUMMARY: Investments, at value 105.6 % $ 169,356 Liabilities in excess of other assets (5.6)% (8,970) --------- --------- Net assets 100.0 % $ 160,386 ========= ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $11,931. (c) Cash collateral for the Repurchase Agreements, valued at $2,761, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: ADR American Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Jennison Growth 5 Jennison Growth - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $144,593) (including $11,931 of securities loaned) 169,356 Cash 4,528 Receivables: Investment securities sold 869 Interest 1 Dividends 96 Other 13 --------- 174,863 --------- Liabilities: Investment securities purchased 1,968 Accounts payable and accrued liabilities: Management and advisory fees 122 Payable for collateral for securities on loan 12,370 Other 17 --------- 14,477 --------- Net Assets $160,386 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 218 Additional paid-in capital 143,049 Undistributed net investment income (loss) - Accumulated net realized gain (loss) from investment securities (7,644) Net unrealized appreciation (depreciation) on investment securities 24,763 --------- Net Assets $160,386 ========= Shares Outstanding: Initial Class 21,823 Service Class 17 Net Asset Value and Offering Price Per Share: Initial Class $ 7.34 Service Class 7.33 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 28 Dividends 1,378 Income from loaned securities-net 17 Less withholding taxes on foreign dividends (25) -------- 1,398 -------- Expenses: Management and advisory fees 1,380 Transfer agent fees 2 Printing and shareholder reports 12 Custody fees 29 Administration fees 20 Legal fees 2 Auditing and accounting fees 10 Directors fees 6 Other 5 -------- Total expenses 1,466 -------- Net Investment Income (Loss) (68) -------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities 13,465 Increase (decrease) in unrealized appreciation (depreciation) on investment securities 31,086 -------- Net Gain (Loss) on Investment Securities 44,551 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 44,483 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Jennison Growth 6 Jennison Growth - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (68) $ (55) Net realized gain (loss) from investment securities 13,465 (10,056) Net unrealized appreciation (depreciation) on investment securities 31,086 (6,146) -------- --------- 44,483 (16,257) -------- --------- Distributions to Shareholders: From net investment income: Initial Class - - Service Class - - -------- --------- - - -------- --------- From net realized gains: Initial Class - - Service Class - - -------- --------- - - -------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 88,226 102,129 Service Class 114 - -------- --------- 88,340 102,129 -------- --------- Dividends and distributions reinvested: Initial Class - - Service Class - - -------- --------- - - -------- --------- Cost of shares redeemed: Initial Class (87,571) (4,979) Service Class (4) - -------- --------- (87,575) (4,979) -------- --------- 765 97,150 -------- --------- Net increase (decrease) in net assets 45,248 80,893 -------- --------- Net Assets: Beginning of year 115,138 34,245 -------- --------- End of year $160,386 $ 115,138 ======== ========= Accumulated Net Investment Income (Loss) $ - $ - ======== ========= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 15,163 16,796 Service Class 18 - -------- --------- 15,181 16,796 -------- --------- Shares issued-reinvested from distributions: Initial Class - - Service Class - - -------- --------- - - -------- --------- Shares redeemed: Initial Class (13,541) (754) Service Class (1) - -------- --------- (13,542) (754) -------- --------- Net increase (decrease) in shares outstanding 1,639 16,042 ======== ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Jennison Growth 7 Jennison Growth - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 5.70 $ - $ 1.64 $ 1.64 12/31/2002 8.23 (0.01) (2.52) (2.53) 12/31/2001 10.30 (0.02) (1.87) (1.89) 12/31/2000 12.56 0.20 (1.56) (1.36) 12/31/1999 12.22 0.18 0.41 0.59 - --------------- ---------- --------- ---------- -------- -------- Service Class 12/31/2003 6.04 (0.02) 1.31 1.29 - --------------- ---------- --------- ---------- -------- -------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ - $ - $ - $ 7.34 - - - 5.70 (0.18) - (0.18) 8.23 (0.18) (0.72) (0.90) 10.30 (0.13) (0.12) (0.25) 12.56 - --------------- --------- --------- --------- --------- Service Class - - - 7.33 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 28.77% $ 160,265 0.90% 0.90% (0.04)% 132% 12/31/2002 (30.74) 115,138 0.99 1.04 (0.10) 68 12/31/2001 (18.54) 34,245 1.01 1.01 (0.13) 78 12/31/2000 (11.58) 36,458 0.93 1.00 1.60 166 12/31/1999 4.79 44,900 0.85 0.91 1.34 48 - --------------- ---------- ------ --------- ---- ---- ----- --- Service Class 12/31/2003 21.36 121 1.17 1.17 (0.36) 132 - --------------- ---------- ------ --------- ---- ---- ----- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-November 18, 1996 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) For the year ended December 31, 2003, Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any, (see note 2). For the year ended December 31, 2002, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly. For the year ended December 31, 2001 and prior years, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly and credits allowed by the custodian. (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Jennison Growth 8 Jennison Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Jennison Growth ("the Fund"), part of ATSF, began operations as Jennison Growth Portfolio, a part of the Endeavor Series Trust on November 18, 1996. The Fund became part of ATSF on May 1, 2002. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $7 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Jennison Growth 9 Jennison Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $53 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (ie: through the assets allocation funds): Net % of Assets Net Assets ----------- ----------- Asset Allocation-Moderate Growth Portfolio $ 79,318 49% Asset Allocation-Growth Portfolio 34,429 21% -- 70% == Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.85% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.99% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Jennison Growth 10 Jennison Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $5. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 210,266 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 200,044 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (68) Undistributed net investment income (loss) 68 Undistributed net realized capital gains (loss) - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ - ======== Undistributed Long-term Capital Gains $ - ======== Capital Loss Carryforward $ (4,640) ======== Post October Capital Loss $ (459) ======== Net Unrealized Appreciation (Depreciation) $ 22,216 ======== The capital loss carryforwards are available to offset future realized capital gains through the period listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 4,640 December 31, 2010 The capital loss carryforward utilized during the period ended December 31, 2003 was $11,991. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $147,140 ======== Unrealized Appreciation $ 22,988 Unrealized (Depreciation) (772) -------- Net Unrealized Appreciation (Depreciation) $ 22,216 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Jennison Growth 11 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Jennison Growth In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Jennison Growth (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Jennison Growth 12 J.P. Morgan Enhanced Index - -------------------------------------------------------------------------------- MARKET ENVIRONMENT In 2003, the Standard and Poor's 500 Composite Stock Index ("S&P 500") soared 28.67%. Investors responded enthusiastically to lower quality, higher beta investments, bidding up price/ earnings multiples for the most beaten- down stocks, particularly in the technology, financial and industrial sectors. On the flip side of this same coin, the stocks of stable, dividend-paying, high-quality companies did not fare as well overall. A benign interest rate environment, supported by steady corporate profit improvement, put a floor on valuation. However, uncertainty surrounding employment growth and consumer spending remained, nagging reminders that potential pitfalls remain in today's euphoric market environment. As for ourselves, we spent the past year wondering when and/or if corporate capital spending would ever kick in to take some of the pressure off consumer spending, which thus far has kept the economic recovery chugging along. The end of the year finished with a real New Year's bang. Instead of the portfolio window dressing that one would expect from a normally quiet December, investors responded to positive economic data, the capture of Saddam Hussein and other good news by driving major indices ever higher. PERFORMANCE For the year ended December 31, 2003, J.P. Morgan Enhanced Index returned 28.94%. By comparison its benchmark, the S&P 500 returned 28.67% STRATEGY REVIEW For the full year 2003, the portfolio was supported by strong stock selection across a number of sectors. The top contributors were stocks identified by our dividend discount methodology as having strong potential, but low valuations. Examples included Countrywide Credit Industries, Inc. ("Countrywide") and Capital One Financial Corporation in the financial services sector, Guidant Corporation ("Guidant") in the healthcare sector, and PG&E Corporation in the utilities sector. Guidant outperformed its peers on the back of significant market share gains and strong 2004 earnings per share ("EPS") forecast. Countrywide outpaced the company's financial peers as it benefited from various bullish analyst reports, increased 2003 and 2004 earnings guidance, market share gains and continued low interest rates. On the other hand, an overweight in retailer Kohl's Corp. detracted from results, as it fell on disappointing same-store sales. However, we remain overweight in the stock believing that the company's struggling women's apparel area will show improvement over the next few quarters. We also believe that the company's pricing as a whole will stabilize and that its inventory strategy will be more efficient. An overweight position in media concern Viacom Inc. and an underweight in wireless service provider Nextel Communications, Inc. also detracted from results. J.P. Morgan Investment Management, Inc. Portfolio Manager AEGON/Transamerica Series Fund, Inc. Annual Report 2003 J.P. Morgan Enhanced Index 1 J.P. Morgan Enhanced Index - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/2/97 through 12/31/03 Initial Class S&P 500 5/2/97 $10,000 $10,000 6/30/97 11,190 11,083 9/30/97 12,010 11,913 12/31/97 12,290 12,255 3/31/98 14,060 13,963 6/30/98 14,601 14,424 9/30/98 13,195 12,992 12/31/98 16,148 15,757 3/31/99 16,720 16,542 6/30/99 18,281 17,708 9/30/99 17,062 16,603 12/31/99 19,079 19,073 3/31/00 19,374 19,509 6/30/00 18,703 18,992 9/30/00 18,343 18,808 12/31/00 16,996 17,338 3/31/01 14,985 15,284 6/30/01 16,044 16,177 9/30/01 13,457 13,804 12/31/01 14,959 15,279 3/31/02 14,824 15,321 6/30/02 12,643 13,269 9/30/02 10,408 10,978 12/31/02 11,281 11,903 3/31/03 10,929 11,528 6/30/03 12,620 13,302 9/30/03 12,869 13,654 12/31/03 14,546 15,316 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years Inception Date ----------- ------------- ----------- ---------- Initial Class 28.94% (2.07)% 5.78% 5/2/97 S&P 500(1) 28.67% (0.57)% 6.60% 5/2/97 - --------------- ----- ----- ----- ------ Service Class - - 22.71% 5/1/03 - --------------- ----- ----- ----- ------ NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. The historical financial information for periods prior to May 1, 2002 has been derived from the history of the predecessor portfolio, Endeavor Enhanced Index Portfolio of the Endeavor Series Trust. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 J.P. Morgan Enhanced Index 2 J.P. Morgan Enhanced Index - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ----------- ------------ U.S. GOVERNMENT OBLIGATIONS (0.1%) U.S. Treasury Note (d) 3.00%, due 02/29/2004 $ 285 $ 286 --------- Total U.S. Government Obligations 286 (cost: $286) --------- Shares Value -------------------- --------------- COMMON STOCKS (99.0%) Aerospace (1.7%) Boeing Company (The) 900 $ 38 Lockheed Martin Corporation 25,400 1,306 Northrop Grumman Corporation (b) 5,100 488 United Technologies Corporation 22,700 2,151 Amusement & Recreation Services (0.7%) Disney (Walt) Company (The) 65,600 1,530 Apparel & Accessory Stores (0.3%) Abercrombie & Fitch Co.-Class A (a) 15,900 393 Gap, Inc. (The) (b) 17,800 413 Apparel Products (0.5%) Cintas Corporation (b) 2,100 105 Jones Apparel Group, Inc. 29,100 1,025 Automotive (1.0%) Ford Motor Company (b) 40,600 650 General Motors Corporation 11,100 593 Harley-Davidson, Inc. (b) 23,700 1,126 Honeywell International Inc. 800 27 Beverages (2.5%) Coca-Cola Company (The) 101,200 5,136 Coca-Cola Enterprises Inc. 5,300 116 PepsiCo, Inc. 14,000 653 Business Credit Institutions (0.3%) CIT Group, Inc. 19,700 708 Business Services (1.7%) eBay Inc. (a) 28,000 1,809 First Data Corporation 54,300 2,231 Chemicals & Allied Products (3.5%) Air Products and Chemicals, Inc. 13,900 734 du Pont (E.I.) de Nemours and Company 300 14 Eastman Chemical Company 21,800 862 Praxair, Inc. 36,000 1,375 Procter & Gamble Company (The) 48,000 4,794 Rohm and Haas Company 10,600 453 Commercial Banks (8.9%) Bank of America Corporation 30,900 2,485 Citigroup Inc. 155,600 7,553 Compass Bancshares, Inc. 4,800 189 Concord EFS, Inc. (a) 8,300 123 First Tennessee National Corporation 2,100 93 Shares Value -------------------- --------------- Commercial Banks (continued) FleetBoston Financial Corporation 23,400 $1,021 KeyCorp 27,400 803 MBNA Corporation 18,000 447 Mellon Financial Corporation 7,500 241 SunTrust Banks, Inc. 31,600 2,259 U.S. Bancorp 126,100 3,755 Wachovia Corporation 39,800 1,854 Wells Fargo & Company 400 24 Communication (1.7%) Liberty Media Corporation-Class A (a) 15,000 178 Viacom, Inc.-Class B 83,700 3,716 Communications Equipment (0.8%) Lucent Technologies Inc. (a) 72,100 205 QUALCOMM Incorporated 21,000 1,133 Tellabs, Inc. (a) 55,400 467 Computer & Data Processing Services (4.8%) BMC Software, Inc. (a) 7,300 136 Computer Sciences Corporation (a) 26,600 1,177 Mercury Interactive Corporation (a)(b) 19,900 968 Microsoft Corporation 227,800 6,274 Oracle Corporation (a) 58,500 772 SunGard Data Systems Inc. (a) 40,600 1,125 Take-Two Interactive Software, Inc. (a)(b) 13,000 375 VERITAS Software Corporation (a) 10,100 375 Computer & Office Equipment (6.1%) Cisco Systems, Inc. (a) 222,900 5,414 Dell Computer Corporation (a) 48,900 1,661 EMC Corporation (a) 64,600 835 Hewlett-Packard Company 102,800 2,361 International Business Machines Corporation 29,600 2,743 Juniper Networks, Inc. (a)(b) 18,700 349 Lexmark International Group, Inc. (a) 1,600 126 NCR Corporation (a) 23,600 916 Seagate Technology, Inc. (a)(f) 8,700 (e) Sun Microsystems, Inc. (a) 700 3 Construction (0.3%) Centex Corporation (b) 7,200 775 Department Stores (0.8%) Federated Department Stores, Inc. 14,800 698 Kohl's Corporation (a) 25,100 1,128 May Department Stores Company (The) (b) 1,000 29 Drug Stores & Proprietary Stores (0.7%) CVS Corporation 45,800 1,654 Electric Services (1.5%) American Electric Power Company, Inc. 14,500 442 Edison International (a) 30,000 658 Entergy Corporation 11,900 680 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 J.P. Morgan Enhanced Index 3 J.P. Morgan Enhanced Index - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Electric Services (continued) Pinnacle West Capital Corporation 18,800 $ 752 PPL Corporation 18,700 818 TXU Corp. 4,100 97 Electric, Gas & Sanitary Services (1.2%) Consolidated Edison, Inc. 8,700 374 PG&E Corporation (a) 42,200 1,172 SCANA Corporation 3,900 134 Wisconsin Energy Corporation 3,400 114 Xcel Energy Inc. 56,200 954 Electronic & Other Electric Equipment (4.1%) Cooper Industries, Inc.-Class A 4,800 278 Eaton Corporation 6,100 659 General Electric Company 277,700 8,603 Electronic Components & Accessories (5.0%) Altera Corporation (a)(b) 53,700 1,219 Analog Devices, Inc. 19,800 904 Intel Corporation 89,200 2,872 Intersil Corporation-Class A 9,200 229 Maxim Integrated Products 100 5 Micron Technology, Inc. (a)(b) 22,100 298 QLogic Corporation (a) 6,300 325 Texas Instruments Incorporated 58,600 1,722 Tyco International Ltd. (b) 90,900 2,409 Xilinx, Inc. (a) 45,300 1,755 Fabricated Metal Products (0.9%) Gillette Company (The) 59,500 2,185 Food & Kindred Products (2.0%) Altria Group, Inc. 66,600 3,624 General Mills, Inc. (b) 1,000 45 Kellogg Company 7,900 301 Kraft Foods, Inc.-Class A (b) 2,700 87 Sara Lee Corporation 25,300 549 Furniture & Fixtures (0.8%) Johnson Controls, Inc. 11,500 1,335 Lear Corporation 7,800 478 Furniture & Home Furnishings Stores (0.2%) Bed Bath & Beyond Inc. (a) 9,400 407 Gas Production & Distribution (0.1%) El Paso Corporation (b) 16,100 132 Health Services (0.3%) HCA Inc. 17,200 739 Holding & Other Investment Offices (0.3%) CarrAmerica Realty Corporation 6,000 179 Equity Office Properties Trust 5,200 149 Highwoods Properties, Inc. 500 13 Mills Corporation (The) 300 13 ProLogis 13,900 446 Shares Value -------------------- --------------- Industrial Machinery & Equipment (1.4%) Baker Hughes Incorporated 13,200 $ 425 Black & Decker Corporation (The) 2,300 113 Cooper Cameron Corporation (a)(b) 15,100 704 Ingersoll-Rand Company-Class A 7,300 496 ITT Industries, Inc. 8,700 646 Novellus Systems, Inc. (a) 16,700 702 SPX Corporation (a)(b) 2,200 129 Instruments & Related Products (0.7%) Agilent Technologies, Inc. (a) 2,800 82 Danaher Corporation 800 73 Raytheon Company 47,000 1,412 Insurance (5.1%) Aetna Inc. 15,500 1,047 Allstate Corporation (The) 70,700 3,042 Ambac Financial Group, Inc. 21,300 1,478 American International Group, Inc. 21,200 1,405 Anthem, Inc. (a)(b) 15,400 1,155 CIGNA Corporation 14,800 851 MBIA, Inc. 12,700 752 St. Paul Companies, Inc. (The) (b) 11,200 444 Travelers Property Casualty Corp.-Class A 61,600 1,034 Travelers Property Casualty Corp.-Class B 3,100 53 UnitedHealth Group Incorporated 6,100 355 UnumProvident Corporation (b) 21,800 344 WellPoint Health Networks Inc. (a) 1,200 116 Insurance Agents, Brokers & Service (0.7%) Hartford Financial Services Group, Inc. (The) 26,800 1,582 MetLife, Inc. 4,300 145 Life Insurance (0.2%) Protective Life Corporation 4,400 149 Torchmark Corporation 5,900 269 Lumber & Other Building Materials (1.7%) Home Depot, Inc. (The) 82,700 2,935 Lowe's Companies, Inc. 20,700 1,147 Lumber & Wood Products (0.4%) Georgia-Pacific Corporation (b) 10,600 325 Masco Corporation 23,400 641 Manufacturing Industries (0.7%) Hasbro Inc. 17,300 368 Mattel, Inc. 66,700 1,285 Medical Instruments & Supplies (1.7%) Baxter International Inc. 38,200 1,166 Boston Scientific Corporation (a) 200 7 Guidant Corporation 47,100 2,835 Mortgage Bankers & Brokers (1.0%) Countrywide Credit Industries, Inc. 22,533 1,709 GreenPoint Financial Corp. 19,200 678 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 J.P. Morgan Enhanced Index 4 J.P. Morgan Enhanced Index - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Motion Pictures (0.8%) Fox Entertainment Group, Inc.-Class A (a) 44,100 $ 1,286 Time Warner Inc. (a) 37,700 678 Oil & Gas Extraction (2.7%) Anadarko Petroleum Corporation 25,500 1,301 ConocoPhillips 41,300 2,708 Devon Energy Corporation 10,500 601 Dynegy Inc. (a) 49,700 213 Pride International, Inc. (a)(b) 33,700 628 Rowan Companies, Inc. (a)(b) 28,700 665 Unocal Corporation 4,000 147 Paper & Allied Products (0.8%) 3M Company 14,400 1,224 Bowater Incorporated 12,400 574 Personal Credit Institutions (0.4%) Capital One Financial Corporation (b) 16,800 1,030 Personal Services (0.1%) Cendant Corporation (a) 7,400 165 Petroleum Refining (2.8%) ChevronTexaco Corporation 30,400 2,626 Exxon Mobil Corporation 88,800 3,641 Valero Energy Corporation 4,800 222 Pharmaceuticals (9.6%) Abbott Laboratories 22,000 1,025 Amgen Inc. (a) 45,100 2,787 Bristol-Myers Squibb Co. 25,600 732 Forest Laboratories, Inc. (a) 24,100 1,489 Gilead Sciences, Inc. (a) 8,900 517 Human Genome Sciences, Inc. (a) 8,500 113 Johnson & Johnson 37,600 1,942 Lilly (Eli) and Company 38,500 2,708 Medimmune, Inc. (a) 21,400 544 Merck & Co., Inc. 46,500 2,148 Pfizer Inc. 169,100 5,974 Sepracor Inc. (a)(b) 14,600 349 Wyeth 54,600 2,318 Primary Metal Industries (1.2%) Alcoa Inc. 44,500 1,691 United States Steel Corporation (b) 33,100 1,159 Printing & Publishing (1.3%) Gannett Co., Inc. 16,600 1,480 McGraw-Hill Companies, Inc. (The) 2,800 196 Scripps (E.W.) Company (The) 6,100 574 Tribune Company 13,300 686 Shares Value -------------------- --------------- Railroads (0.4%) Burlington Northern Santa Fe Corporation 900 $ 29 CSX Corporation 2,500 90 Norfolk Southern Corporation 20,900 494 Union Pacific Corporation 6,000 417 Real Estate (0.1%) Rouse Company (The) 3,600 169 Restaurants (0.9%) McDonald's Corporation 50,200 1,246 YUM! Brands, Inc. (a) 24,800 853 Rubber & Misc. Plastic Products (0.5%) NIKE, Inc.-Class B 18,000 1,232 Savings Institutions (0.4%) Washington Mutual, Inc. 21,000 843 Security & Commodity Brokers (2.6%) Goldman Sachs Group, Inc. (The) 21,600 2,133 Legg Mason, Inc. 1,800 139 Merrill Lynch & Co., Inc. 7,100 416 Morgan Stanley 51,100 2,957 Schwab (Charles) Corporation (The) 31,600 374 Telecommunications (3.4%) AT&T Wireless Services, Inc. (a) 1,400 11 BellSouth Corporation 12,000 340 Nextel Communications, Inc.-Class A (a) 19,200 539 Qwest Communications International Inc. (a) 29,800 129 SBC Communications Inc. 94,400 2,461 Sprint Corporation (PCS Group) (a)(b) 106,500 599 Verizon Communications, Inc. 114,300 4,010 Trucking & Warehousing (0.3%) United Parcel Service, Inc.-Class B 9,300 693 U.S. Government Agencies (1.8%) Fannie Mae 33,400 2,507 Freddie Mac 29,700 1,732 Variety Stores (2.2%) Family Dollar Stores, Inc. 9,800 352 Target Corporation 29,000 1,114 Wal-Mart Stores, Inc. 71,700 3,804 Water Transportation (0.3%) Carnival Corporation (b) 19,400 771 Wholesale Trade Nondurable Goods (0.1%) SYSCO Corporation 8,700 324 --------- Total Common Stocks (cost: $203,789) 232,343 --------- The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 J.P. Morgan Enhanced Index 5 J.P. Morgan Enhanced Index - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value --------------------- --------------- SHORT-TERM U.S. GOVERNMENT OBLIGATIONS (0.8%) U.S. Treasury Bill 0.86%, due 03/11/2004 $ 1,176 $ 1,174 0.85%, due 03/18/2004 374 373 0.86%, due 03/18/2004 178 178 0.87%, due 03/25/2004 41 41 0.88%, due 03/25/2004 5 5 --------- Total Short-Term U.S. Government Obligations (cost: $1,771) 1,771 --------- SECURITY LENDING COLLATERAL (6.3%) Debt (5.0%) Bank Notes (0.2%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 70 70 Fleet National Bank 1.00%, due 01/21/2004 261 261 National Bank of Commerce 1.19%, due 04/21/2004 217 217 Commercial Paper (1.3%) Compass Securitization-144A 1.08%, due 01/22/2004 130 130 Delaware Funding Corporation 1.08%, due 01/07/2004 87 87 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 130 130 1.09%, due 01/13/2004 87 87 1.08%, due 02/05/2004 173 173 General Electric Capital Corporation 1.09%, due 01/08/2004 217 217 1.09%, due 01/09/2004 130 130 1.08%, due 01/16/2004 173 173 Govco Incorporated-144A 1.07%, due 02/05/2004 217 217 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 217 217 1.09%, due 02/06/2004 217 217 1.10%, due 02/09/2004 127 127 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 217 217 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 130 130 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 252 252 1.08%, due 02/17/2004 434 434 Sheffield Receivables-144A 1.09%, due 01/21/2004 87 87 Principal Value --------------------- --------------- Euro Dollar Overnight (0.3%) BNP Paribas SA 0.97%, due 01/07/2004 $ 435 $ 435 Credit Agricole Indosuez 0.98%, due 01/02/2004 17 17 1.08%, due 01/06/2004 165 165 Euro Dollar Terms (1.2%) Bank of Montreal 1.06%, due 01/15/2004 85 85 1.06%, due 02/17/2004 174 174 Bank of Scotland 1.06%, due 04/02/2004 130 130 Citigroup Inc. 1.10%, due 01/22/2004 130 130 1.09%, due 02/06/2004 174 174 Credit Agricole Indosuez 1.08%, due 01/28/2004 87 87 Den Danske Bank 1.08%, due 01/20/2004 435 435 1.02%, due 01/30/2004 217 217 Royal Bank of Canada 1.05%, due 02/27/2004 435 435 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 261 261 1.08%, due 01/15/2004 87 87 1.08%, due 01/20/2004 43 43 Svenska Handelsbanken AB 1.09%, due 01/15/2004 43 43 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 261 261 Wells Fargo & Company 1.04%, due 01/30/2004 348 348 Master Notes (0.4%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 174 174 1.14%, due 09/08/2004 261 261 Morgan Stanley 1.05%, due 06/21/2004 417 417 Medium Term Notes (0.2%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 435 435 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 130 130 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 J.P. Morgan Enhanced Index 6 J.P. Morgan Enhanced Index - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ----------- ------------ Repurchase Agreements (1.4%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $1,017 on 01/02/2004 $ 1,017 $ 1,017 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $1,381 on 01/02/2004 1,381 1,381 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $826 on 01/02/2004 826 826 Shares Value ------------ ------------ Investment Companies (1.3%) Money Market Funds (1.3%) American AAdvantage Select Fund 1-day yield of 1.00% 213,163 $ 213 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 520,454 520 Merrimac Cash Series Fund- Premium Class 1-day yield of 0.98% 2,263,105 2,263 --------- Total Security Lending Collateral (cost: $14,737) 14,737 --------- Total Investment Securities (cost: $220,583) $ 249,137 ========= SUMMARY: Investments, at value 106.2 % $ 249,137 Liabilities in excess of other assets (6.2)% (14,471) ----- --------- Net assets 100.0 % $ 234,666 ===== ========= FUTURES CONTRACTS: - ----------------------------------------------------------------- Net Unrealized Settlement Appreciation Contracts Date Amount (Depreciation) ----------- ------------ -------- --------------- S&P 500 Index 8 3/18/2004 $2,137 $85 NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $14,144. (c) Cash collateral for the Repurchase Agreements, valued at $3,289, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) At December 31, 2003, all or a portion of this security is segregated with the custodian to cover open futures contracts. The value of all securities segregated at December 31, 2003, is $286. (e) Value is less than $1. (f) Security value is determined in good faith in accordance with procedures approved by the Fund's Board of Directors. Security is delisted. DEFINITIONS: 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 J.P. Morgan Enhanced Index 7 J.P. Morgan Enhanced Index - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $220,583) (including $14,144 of securities loaned) $249,137 Cash 51 Receivables: Interest 3 Dividends 365 Variation margin 6 Other 13 --------- 249,575 --------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 155 Distribution fees 1 Payable for collateral for securities on loan 14,737 Other 16 --------- 14,909 --------- Net Assets $234,666 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 184 Additional paid-in capital 247,681 Undistributed net investment income (loss) 1,755 Accumulated net realized gain (loss) from investment and futures contracts (43,593) Net unrealized appreciation (depreciation) on: Investment securities 28,554 Futures contracts 85 --------- Net Assets $234,666 ========= Shares Outstanding: Initial Class 18,327 Service Class 72 Net Asset Value and Offering Price Per Share: Initial Class $ 12.75 Service Class 12.79 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 28 Dividends 3,309 Income from loaned securities-net 10 -------- 3,347 -------- Expenses: Management and advisory fees 1,461 Transfer agent fees 2 Printing and shareholder reports 37 Custody fees 44 Administration fees 20 Legal fees 3 Auditing and accounting fees 10 Directors fees 7 Other fees 6 Service fees: Service Class 1 -------- Total expenses 1,591 -------- Net Investment Income (Loss) 1,756 -------- Net Realized Gain (Loss) from: Investment securities (2,848) Futures contracts 359 -------- (2,489) -------- Net Unrealized Appreciation (Depreciation) on: Investment securities 52,572 Futures contracts 106 -------- 52,678 -------- Net Gain (Loss) on Investments and Futures Contracts 50,189 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 51,945 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 J.P. Morgan Enhanced Index 8 J.P. Morgan Enhanced Index - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ---------------- ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 1,756 $ 1,047 Net realized gain (loss) from investment securities and futures contracts (2,489) (23,146) Net unrealized appreciation (depreciation) on investment securities and futures contracts 52,678 (19,206) --------- --------- 51,945 (41,305) --------- --------- Distributions to Shareholders: From net investment income: Initial Class (1,047) (609) Service Class - - --------- --------- (1,047) (609) --------- --------- From net realized gains: Initial Class - - Service Class - - --------- --------- - - --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 55,773 80,485 Service Class 1,170 - --------- --------- 56,943 80,485 --------- --------- Dividends and distributions reinvested: Initial Class 1,047 609 Service Class - - --------- --------- 1,047 609 --------- --------- Cost of shares redeemed: Initial Class (33,157) (30,700) Service Class (322) - --------- --------- (33,479) (30,700) --------- --------- 24,511 50,394 --------- --------- Net increase (decrease) in net assets 75,409 8,480 --------- --------- Net Assets: Beginning of year 159,257 150,777 --------- --------- End of year $ 234,666 $ 159,257 ========= ========= Undistributed Net Investment Income (Loss) $ 1,755 $ 1,048 ========= ========= December 31, December 31, 2003 2002 ---------------- ---------------- Share Activity: Shares issued: Initial Class 5,216 7,381 Service Class 98 - --------- --------- 5,314 7,381 --------- --------- Shares issued-reinvested from distributions: Initial Class 94 58 Service Class - - --------- --------- 94 58 --------- --------- Shares redeemed: Initial Class (3,010) (2,798) Service Class (26) - --------- --------- (3,036) (2,798) --------- --------- Net increase (decrease) in shares outstanding 2,372 4,641 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 J.P. Morgan Enhanced Index 9 J.P. Morgan Enhanced Index - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 9.94 $ 0.10 $ 2.77 $ 2.87 12/31/2002 13.24 0.08 (3.33) (3.25) 12/31/2001 15.13 0.06 (1.86) (1.80) 12/31/2000 18.16 0.07 (1.99) (1.92) 12/31/1999 16.08 0.08 2.78 2.86 - --------------- ---------- --------- -------- -------- -------- Service Class 12/31/2003 10.43 0.06 2.31 2.37 - --------------- ---------- --------- -------- -------- -------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ (0.06) $ - $ (0.06) $ 12.75 (0.05) - (0.05) 9.94 (0.09) - (0.09) 13.24 (0.08) (1.03) (1.11) 15.13 (0.03) (0.75) (0.78) 18.16 - --------------- --------- --------- --------- --------- Service Class (0.01) - (0.01) 12.79 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 28.94% $ 233,744 0.82% 0.82% 0.91% 52% 12/31/2002 (24.59) 159,257 0.85 0.85 0.72 56 12/31/2001 (11.98) 150,777 0.87 0.87 0.43 56 12/31/2000 (10.92) 156,517 0.87 0.87 0.53 68 12/31/1999 18.16 153,967 0.78 0.78 0.73 56 - --------------- ---------- ------ --------- ---- ---- ---- -- Service Class 12/31/2003 22.71% 922 1.06% 1.06% 0.74% 52 - --------------- ---------- ------ --------- ---- ---- ---- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 2, 1997 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) For the year ended December 31, 2003, Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment advisor, if any, (see note 2). For the year ended December 31, 2002, ratio of net expenses is net of fees paid indirectly. For the year ended December 31, 2001 and prior years, ratio of net expenses to average net assets is net of fees paid indirectly and credits allowed by the custodian. (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 J.P. Morgan Enhanced Index 10 J.P. Morgan Enhanced Index - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. J.P. Morgan Enhanced Index ("the Fund"), part of ATSF, began operations as Endeavor Enhanced Index Portfolio, a part of the Endeavor Series Trust, on May 2, 1997. The Fund became part of ATSF on May 1, 2002. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $4 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 J.P. Morgan Enhanced Index 11 J.P. Morgan Enhanced Index - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Futures contracts: The Fund may enter into futures contracts to manage exposure to market, interest rate or currency fluctuations. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. The primary risks associated with futures contracts are imperfect correlation between the change in market value of the securities held and the prices of futures contracts; the possibility of an illiquid market and inability of the counterparty to meet the contract terms. The underlying face amounts of any open futures contracts at December 31, 2003, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.75% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.85% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 J.P. Morgan Enhanced Index 12 J.P. Morgan Enhanced Index - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $8. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 124,257 U.S. Government 1,396 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 99,418 U.S. Government 390 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (14) Undistributed net investment income (loss) (2) Undistributed net realized capital gains (loss) 16 The tax character of distributions paid may differ from the character of distributions shown in the Statement of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 609 Long-term capital gains - 2003 Distributions paid from: Ordinary income 1,048 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 1,756 ========= Undistributed Long-term Capital Gains $ - ========= Capital Loss Carryforward $ (39,249) ========= Post October Loss $ - ========= Net Unrealized Appreciation (Depreciation) $ 24,290 ========= The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 909 December 31, 2008 13,533 December 31, 2009 21,375 December 31, 2010 3,432 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $224,847 ======== Unrealized Appreciation $ 30,644 Unrealized (Depreciation) (6,350) -------- Net Unrealized Appreciation (Depreciation) $ 24,290 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 J.P. Morgan Enhanced Index 13 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of J.P. Morgan Enhanced Index In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of J.P. Morgan Enhanced Index (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 J.P. Morgan Enhanced Index 14 LKCM Strategic Total Return - -------------------------------------------------------------------------------- MARKET ENVIRNOMENT The recovery in the equity markets which began in the final calendar quarter of 2002 continued in the year ended December, 2003. The markets remained volatile, including a negative return from the Standard and Poor's 500 Composite Stock Index ("S&P 500") in the first quarter. This volatility, though, was considerably less than had been seen over the past three years, and the prevailing direction for equities was decidedly positive from mid-March through year-end. Overall, financial markets were encouraged by reduced uncertainty about Iraq early in the year, fewer corporate accounting scandals, and continued low levels of inflation and interest rates relative to historical levels. In addition, there have been growing indications of an economic rebound in recent months, which bodes well for corporate profit growth in 2004. All ten S&P 500 economic sectors had positive returns in 2003, with the best performers in areas expected to benefit from the expanding economy, such as the technology and industrial sectors. PERFORMANCE For the year ended December 31, 2003, LKCM Strategic Total Return returned 22.62%. By comparison, its primary benchmark, the S&P 500 and its secondary benchmark, the Lehman Brothers Intermediate U.S. Government/Credit Index, returned 28.67% and 4.31%, respectively. STRATEGY REVIEW The portfolio continued to be guided by Luther King Capital Management's ("LKCM") investment philosophy, which emphasizes diversification across asset classes, and holdings in the best positioned large and medium-capitalized stocks. The equity portion of the portfolio benefited from overweighted positions, compared to the S&P 500, in materials, information technology, and industrials, all of which share sensitivity to recoveries in corporate spending and overall economic activity. Importantly, our individual stock selection remained strong for the year, further testament to LKCM's bottom-up investment discipline and the in-depth fundamental analysis underlying each of our holdings. In the technology sector, exposure to semiconductor companies, Intel Corporation and Texas Instruments Incorporated, was especially profitable. Honeywell International Inc. was a standout contributor in the industrial sector, and our best consumer discretionary investment was The Home Depot, Inc., a long-standing holding in the portfolio. In healthcare, we continue to de-emphasize larger pharmaceutical companies in favor of competitively-advantaged companies in higher growth niche areas of healthcare delivery, and 2003 saw excellent returns from Alcon, Inc. and Teva Pharmaceutical Industries Ltd. Among financials, The Bank of New York Company Inc. and Citigroup Inc. posted outstanding returns as the capital markets stabilized. In addition to equities, fixed income securities continue to provide current income and a cushion against portfolio volatility, although it should be noted that we lowered our exposure to the fixed income sector early in the year. This decision was based on our belief that interest rates would not drop further, and that the equity market provided more attractive investment opportunities. We remain confident in our sector positioning and individual equity holdings entering 2004. /s/ Luther King, Jr. Luther King, Jr. /s/ Scot C. Hollman Scot C. Hollman Co-Portfolio Managers Luther King Capital Management Corporation AEGON/Transamerica Series Fund, Inc. Annual Report 2003 LKCM Strategic Total Return 1 LKCM Strategic Total Return - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative indices. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Invested 12/31/93 through 12/31/03 Initial Class S&P 500 LBIGC 12/31/93 $10,000 $10,000 $10,000 3/31/94 9,679 9,622 9,797 6/30/94 9,519 9,662 9,738 9/30/94 10,062 10,133 9,818 12/31/94 9,947 10,132 9,807 3/31/95 10,604 11,117 10,237 6/30/95 11,107 12,177 10,749 9/30/95 11,736 13,144 10,926 12/31/95 12,400 13,934 11,311 3/31/96 12,977 14,682 11,216 6/30/96 13,257 15,340 11,287 9/30/96 13,460 15,814 11,487 12/31/96 14,259 17,132 11,768 3/31/97 14,346 17,592 11,755 6/30/97 16,220 20,661 12,101 9/30/97 17,200 22,208 12,428 12/31/97 17,375 22,845 12,694 3/31/98 18,662 26,029 12,892 6/30/98 18,522 26,889 13,135 9/30/98 17,031 24,219 13,725 12/31/98 19,050 29,373 13,766 3/31/99 19,497 30,836 13,739 6/30/99 20,333 33,009 13,685 9/30/99 19,180 30,950 13,811 12/31/99 21,349 35,553 13,819 3/31/00 20,971 36,368 14,026 6/30/00 20,877 35,404 14,264 9/30/00 20,739 35,061 14,674 12/31/00 20,546 32,319 15,217 3/31/01 19,250 28,490 15,732 6/30/01 20,146 30,156 15,838 9/30/01 18,788 25,732 16,567 12/31/01 20,097 28,481 16,581 3/31/02 20,041 28,560 16,544 6/30/02 18,927 24,735 17,132 9/30/02 17,315 20,465 17,908 12/31/02 17,976 22,189 18,211 3/31/03 17,430 21,489 18,486 6/30/03 19,472 24,797 18,989 9/30/03 19,973 25,453 18,985 12/31/03 22,041 28,550 18,996 *Inception 03/01/1993. Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years 10 years Inception* Date - -------------------------------------------------------------------------------- Initial Class 22.62% 2.96 % 8.22% 8.83% 3/1/93 S&P 500(1) 28.67% (0.57)% 11.06% 10.91% 3/1/93 LBIGC(1) 4.31% 6.65 % 6.63% 6.58% 3/1/93 - -------------------------------------------------------------------------------- Service Class - - - 19.16% 5/1/03 - -------------------------------------------------------------------------------- NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index and Lehman Brothers Intermediate U.S. Government/Credit (LBIGC) Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 LKCM Strategic Total Return 2 LKCM Strategic Total Return - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Principal Value - -------------------------------------------------------------------------------- CORPORATE DEBT SECURITIES (5.4%) Business Services (0.9%) First Data Corporation 4.70%, due 11/01/2006 $ 3,000 $ 3,163 Personal Credit Institutions (1.0%) General Electric Capital Corporation 8.85%, due 04/01/2005 3,000 3,254 Printing & Publishing (1.0%) Gannett Co., Inc. 5.50%, due 04/01/2007 3,000 3,252 Telecommunications (1.4%) ALLTEL Corporation 7.25%, due 04/01/2004 4,500 4,564 Variety Stores (1.1%) Wal-Mart Stores, Inc. 6.55%, due 08/10/2004 3,600 3,714 ------- Total Corporate Debt Securities (cost: $17,730) 17,947 ------- CONVERTIBLE BONDS (1.4%) Printing & Publishing (1.4%) Tribune Company-PHONES 2.00%, due 05/15/2029 57 4,631 ------- Total Convertible Bonds (cost: $7,107) 4,631 ------- Shares Value - -------------------------------------------------------------------------------- CONVERTIBLE PREFERRED STOCKS (3.5%) Instruments & Related Products (1.5%) Raytheon Company (b) 94,600 $ 5,135 Life Insurance (2.0%) Prudential Financial, Inc.-Units 99,000 6,445 --------- Total Convertible Preferred Stocks (cost: $10,404) 11,580 --------- COMMON STOCKS (89.2%) Automotive (1.5%) Honeywell International Inc. 154,000 5,148 Beverages (3.3%) Coca-Cola Company (The) 121,000 6,141 PepsiCo, Inc. 107,000 4,988 Business Services (3.6%) Clear Channel Communications, Inc. 153,000 7,165 First Data Corporation 121,200 4,980 Chemicals & Allied Products (3.3%) Colgate-Palmolive Company 108,800 5,445 du Pont (E.I.) de Nemours and Company 125,000 5,736 Commercial Banks (10.4%) Bank of America Corporation 59,000 4,745 Bank of New York Company, Inc. (The) 160,000 5,299 Shares Value - -------------------------------------------------------------------------------- Commercial Banks (continued) Citigroup Inc. 106,333 $ 5,161 Cullen/Frost Bankers, Inc. 163,000 6,613 Mellon Financial Corporation 188,000 6,037 Wells Fargo & Company 110,000 6,478 Communication (1.6%) Viacom, Inc.-Class B 120,250 5,337 Communications Equipment (2.4%) Harris Corporation (b) 139,000 5,275 Motorola, Inc. 189,000 2,659 Computer & Data Processing Services (6.1%) Automatic Data Processing, Inc. 120,000 4,753 Microsoft Corporation 256,000 7,050 Oracle Corporation (a) 360,000 4,752 SunGard Data Systems Inc. (a) 139,300 3,860 Computer & Office Equipment (4.4%) Cisco Systems, Inc. (a) 177,500 4,311 Dell Computer Corporation (a) 163,000 5,535 International Business Machines Corporation 51,000 4,727 Electronic & Other Electric Equipment (1.9%) General Electric Company 202,000 6,258 Electronic Components & Accessories (5.1%) Intel Corporation 184,000 5,925 Texas Instruments Incorporated 204,000 5,994 Tyco International Ltd. 195,000 5,168 Environmental Services (3.4%) Allied Waste Industries, Inc. (a)(b) 400,000 5,552 Waste Management, Inc. 192,000 5,683 Food & Kindred Products (2.8%) Altria Group, Inc. 97,000 5,279 Kraft Foods, Inc.-Class A (b) 130,000 4,189 Health Services (1.8%) Triad Hospitals, Inc. (a) 185,700 6,179 Instruments & Related Products (1.6%) Alcon, Inc. 90,500 5,479 Insurance (1.6%) American International Group, Inc. 78,925 5,231 Lumber & Other Building Materials (1.8%) Home Depot, Inc. (The) 172,001 6,104 Lumber & Wood Products (1.5%) Masco Corporation (b) 188,000 5,153 Medical Instruments & Supplies (2.0%) Medtronic, Inc. 139,400 6,776 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 LKCM Strategic Total Return 3 LKCM Strategic Total Return - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value - -------------------------------------------------------------------------------- Oil & Gas Extraction (6.2%) Anadarko Petroleum Corporation 124,000 $ 6,325 EOG Resources, Inc. 100,000 4,617 Schlumberger Limited 103,000 5,636 Unocal Corporation 117,000 4,309 Paper & Allied Products (3.1%) Kimberly-Clark Corporation 95,000 5,614 Temple-Inland Inc. (b) 75,000 4,700 Paper & Paper Products (1.7%) Boise Cascade Corporation 176,000 5,783 Personal Services (1.1%) Block (H&R), Inc. (b) 63,400 3,510 Petroleum Refining (3.6%) BP PLC-ADR 110,000 5,429 Exxon Mobil Corporation 164,600 6,749 Pharmaceuticals (6.4%) Abbott Laboratories 63,000 2,936 Pfizer Inc. 195,000 6,889 Schering-Plough Corporation 169,000 2,939 Teva Pharmaceutical Industries Ltd.-ADR (b) 81,500 4,622 Wyeth 91,000 3,863 Savings Institutions (1.7%) Charter One Financial, Inc. 160,000 5,528 Telecommunications (3.5%) ALLTEL Corporation 129,900 6,051 Verizon Communications, Inc. 162,000 5,683 Variety Stores (1.8%) Wal-Mart Stores, Inc. 112,000 5,942 --------- Total Common Stocks (cost: $250,138) 298,290 --------- Principal Value - -------------------------------------------------------------------------------- SHORT-TERM OBLIGATIONS (0.8%) Investor's Bank & Trust Company (d) 0.72% Repurchase Agreement dated 12/31/2003 to be repurchased at $2,510 on 01/02/2004 $ 2,509 $ 2,509 --------- Total Short-Term Obligations (cost: $2,509) 2,509 --------- SECURITY LENDING COLLATERAL (6.3%) Debt (5.0%) Bank Notes (0.2%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 101 101 Fleet National Bank 1.00%, due 01/21/2004 380 380 National Bank of Commerce 1.19%, due 04/21/2004 317 317 Principal Value - -------------------------------------------------------------------------------- Commercial Paper (1.3%) Compass Securitization-144A 1.08%, due 01/22/2004 $ 190 $ 190 Delaware Funding Corporation 1.08%, due 01/07/2004 126 126 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 190 190 1.09%, due 01/13/2004 127 127 1.08%, due 02/05/2004 253 253 General Electric Capital Corporation 1.09%, due 01/08/2004 316 316 1.09%, due 01/09/2004 190 190 1.08%, due 01/16/2004 252 252 Govco Incorporated-144A 1.07%, due 02/05/2004 316 316 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 316 316 1.09%, due 02/06/2004 316 316 1.10%, due 02/09/2004 185 185 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 316 316 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 190 190 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 367 367 1.08%, due 02/17/2004 632 632 Sheffield Receivables-144A 1.09%, due 01/21/2004 127 127 Euro Dollar Overnight (0.3%) BNP Paribas SA 0.97%, due 01/07/2004 633 633 Credit Agricole Indosuez 0.98%, due 01/02/2004 25 25 1.08%, due 01/06/2004 241 241 Euro Dollar Terms (1.3%) Bank of Montreal 1.06%, due 01/15/2004 124 124 1.06%, due 02/17/2004 253 253 Bank of Scotland 1.06%, due 04/02/2004 190 190 Citigroup Inc. 1.10%, due 01/22/2004 190 190 1.09%, due 02/06/2004 253 253 Credit Agricole Indosuez 1.08%, due 01/28/2004 127 127 Den Danske Bank 1.08%, due 01/20/2004 633 633 1.02%, due 01/30/2004 317 317 Royal Bank of Canada 1.05%, due 02/27/2004 633 633 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 LKCM Strategic Total Return 4 LKCM Strategic Total Return - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value - -------------------------------------------------------------------------------- Euro Dollar Terms (continued) Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 $ 380 $ 380 1.08%, due 01/15/2004 127 127 1.08%, due 01/20/2004 63 63 Svenska Handelsbanken AB 1.09%, due 01/15/2004 63 63 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 380 380 Wells Fargo & Company 1.04%, due 01/30/2004 507 507 Master Notes (0.4%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 253 253 1.14%, due 09/08/2004 380 380 Morgan Stanley 1.05%, due 06/21/2004 608 608 Medium Term Notes (0.2%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 634 634 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 190 190 Principal Value - -------------------------------------------------------------------------------- Repurchase Agreements (1.3%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $1,483 on 01/02/2004 $ 1,483 $ 1,483 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $2,016 on 01/02/2004 2,016 2,016 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $1,205 on 01/02/2004 1,205 1,205 Shares Value - -------------------------------------------------------------------------------- Investment Companies (1.3%) Money Market Funds (1.3%) American AAdvantage Select Fund 1-day yield of 1.00% 310,749 $ 311 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 758,716 759 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 3,299,149 3,299 --------- Total Security Lending Collateral (cost: $21,484) 21,484 --------- Total Investment Securities (cost: $309,372) $ 356,441 ========= SUMMARY: Investments, at value 106.6 % $ 356,441 Liabilities in excess of other assets (6.6)% (22,223) --------- --------- Net assets 100.0 % $ 334,218 ========= ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $20,698. (c) Cash collateral for the Repurchase Agreements, valued at $4,795, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) At December 31, 2003, repurchase agreements are collateralized by $2,499 Small Business Administration Pool-506370 (4.625%, due 09/25/2016) with a market value and accrued interest of $2,635. DEFINITIONS: ADR American Depositary Receipt PHONES Participation Hybrid Option Note Exchangeable Securities 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 LKCM Strategic Total Return 5 LKCM Strategic Total Return - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $309,372) (including $20,698 of securities loaned) $ 356,441 Cash 50 Receivables: Interest 306 Dividends 366 Other 22 --------- 357,185 --------- Liabilities: Investment securities purchased 1,206 Accounts payable and accrued liabilities: Management and advisory fees 236 Payable for collateral for securities on loan 21,484 Other 41 --------- 22,967 --------- Net Assets $ 334,218 ========= Net Assets Consist of: Capital stock, 75,000 shares authorized ($.01 par value) $ 224 Additional paid-in capital 280,852 Undistributed net investment income (loss) 4,755 Undistributed net realized gain (loss) from investment securities 1,318 Net unrealized appreciation (depreciation) on investment securities 47,069 --------- Net Assets $ 334,218 ========= Shares Outstanding: Initial Class 22,379 Service Class 18 Net Asset Value and Offering Price Per Share: Initial Class $ 14.92 Service Class 15.27 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 2,311 Dividends 5,146 Income from loaned securities-net 24 Less withholding taxes on foreign dividends (32) -------- 7,449 -------- Expenses: Management and advisory fees 2,523 Transfer agent fees 3 Printing and shareholder reports 80 Custody fees 33 Administration fees 21 Legal fees 4 Auditing and accounting fees 10 Directors fees 12 Other 7 -------- Total expenses 2,693 -------- Net Investment Income (Loss) 4,756 -------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities 7,908 Increase (decrease) in unrealized appreciation (depreciation) on investment securities 52,215 -------- Net Gain (Loss) on Investment Securities 60,123 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 64,879 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 LKCM Strategic Total Return 6 LKCM Strategic Total Return - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------ ------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 4,756 $ 8,855 Net realized gain (loss) from investment securities 7,908 (5,778) Net unrealized appreciation (depreciation) on investment securities 52,215 (48,566) --------- --------- 64,879 (45,489) --------- --------- Distributions to Shareholders: From net investment income: Initial Class (8,485) (11,352) Service Class - - --------- --------- (8,485) (11,352) --------- --------- From net realized gains: Initial Class - - Service Class - - --------- --------- - - --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 7,472 24,717 Service Class 262 - --------- --------- 7,734 24,717 --------- --------- Dividends and distributions reinvested: Initial Class 8,485 11,352 Service Class - - --------- --------- 8,485 11,352 --------- --------- Cost of shares redeemed: Initial Class (64,176) (105,015) Service Class (9) - ----------- --------- (64,185) (105,015) ---------- --------- (47,966) (68,946) ---------- --------- Net increase (decrease) in net assets 8,428 (125,787) ---------- --------- Net Assets: Beginning of year 325,790 451,577 ---------- --------- End of year $ 334,218 $ 325,790 ========== ========== Undistributed Net Investment Income (Loss) $ 4,755 $ 9,790 ========== ========== December 31, December 31, 2003 2002 ------------ ------------ Share Activity: Shares issued: Initial Class 565 1,792 Service Class 19 - ---------- --------- 584 1,792 ---------- --------- Shares issued-reinvested from distributions: Initial Class 637 884 Service Class - - ---------- --------- 637 884 ---------- --------- Shares redeemed: Initial Class (4,894) (7,904) Service Class (1) - ----------- --------- (4,895) (7,904) ---------- --------- Net increase (decrease) in shares outstanding (3,674) (5,228) ========== ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 LKCM Strategic Total Return 7 LKCM Strategic Total Return - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations - -------------------------------------------------------------------------------------- Initial Class 12/31/2003 $ 12.50 $ 0.20 $ 2.58 $ 2.78 12/31/2002 14.43 0.31 (1.82) (1.51) 12/31/2001 14.90 0.34 (0.66) (0.32) 12/31/2000 16.85 0.35 (0.97) (0.62) 12/31/1999 16.40 0.34 1.59 1.93 - -------------------------------------------------------------------------------------- Service Class 12/31/2003 12.84 0.09 2.37 2.46 - -------------------------------------------------------------------------------------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period - -------------------------------------------------------------------- Initial Class $ (0.36) $ - $ (0.36) $ 14.92 (0.42) - (0.42) 12.50 (0.07) (0.08) (0.15) 14.43 (0.32) (1.01) (1.33) 14.90 (0.35) (1.13) (1.48) 16.85 - -------------------------------------------------------------------- Service Class (0.03) - (0.03) 15.27 - -------------------------------------------------------------------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) - ------------------------------------------------------------------------------------------------------------------------ Initial Class 12/31/2003 22.62% $ 333,939 0.85% 0.85% 1.52% 34% 12/31/2002 (10.55) 325,790 0.87 0.87 2.28 14 12/31/2001 (2.18) 451,577 0.89 0.89 2.37 16 12/31/2000 (3.76) 558,924 0.85 0.85 2.20 52 12/31/1999 12.07 624,416 0.86 0.86 2.02 45 - ------------------------------------------------------------------------------------------------------------------------ Service Class 12/31/2003 19.16 279 1.11 1.11 1.00 34 - ------------------------------------------------------------------------------------------------------------------------ NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-March 1, 1993 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 LKCM Strategic Total Return 8 LKCM Strategic Total Return - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. LKCM Strategic Total Return ("the Fund"), part of ATSF, began operations on March 1, 1993. The fund will merge into Transamerica Value Balanced effective the close of business on April 30, 2004, subject to approval by Policyowners. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $10 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recov-ering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 LKCM Strategic Total Return 9 LKCM Strategic Total Return - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amounts of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $152 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following stated break points: 0.80% of the first $250 million of ANA 0.775% of the next $250 million of ANA 0.75% of the next $250 million of ANA 0.70% of the next $250 million of ANA 0.60% of ANA over $1billion ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 LKCM Strategic Total Return 10 LKCM Strategic Total Return - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $11. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 104,328 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 149,091 U.S. Government 3,768 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ - Undistributed net investment income (loss) (1,306) Undistributed net realized capital gain (loss) 1,306 The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 11,352 Long-term capital gains - 2003 Distributions paid from: Ordinary income $ 8,485 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 4,756 ======== Undistributed Long-term Capital Gains $ 1,701 ======== Capital Loss Carryforward $ - ======== Post October Capital Loss $ (384) ======== Net Unrealized Appreciation (Depreciation) $ 47,069 ======== The capital loss carryforward utilized during the period ended December 31, 2003 was $7,897. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $309,372 ======== Unrealized Appreciation $ 64,556 Unrealized (Depreciation) (17,487) -------- Net Unrealized Appreciation (Depreciation) $ 47,069 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 LKCM Strategic Total Return 11 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of LKCM Strategic Total Return In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of LKCM Strategic Total Return (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 LKCM Strategic Total Return 12 Marsico Growth - -------------------------------------------------------------------------------- MARKET ENVIRONMENT The New York Times (January 2, 2004) reported 2003 "was the year that almost every stock went up." The Times noted that of the 499 stocks in the Standard and Poor's 500 Composite Stock Index ("S&P 500") that traded for the entire year, 92% had a positive return. Periodically the Standard & Poor's Corporation ("S&P"), which maintains the S&P 500, will make changes to the membership. All ten economic sectors that comprise the S&P 500 Index had a positive return last year -- something that last occurred in calendar year 1997. That was a testament to the breadth of the strength that prevailed in U.S. equity markets last year. The NASDAQ Composite Index, which includes many technology and telecommunications related companies, had a 50.01% rise for the complete year - -- a major turnaround from the 31.53% loss it absorbed in 2002. International equities, as represented by the performance of the Morgan Stanley Capital International (EAFE) Index, climbed 39.17% for the full year. Equity gains in 2003 seemed to be buoyed by several factors: growing evidence that a U.S. economic recovery was taking place, encouraging profit reports from U.S. companies, continued low interest rates, stimulative fiscal policy (e.g., tax cuts, spending increases), and improving business and consumer confidence. While last year's investment result for the Marsico Growth was quite good on an absolute basis, it did modestly trail the S&P 500 performance. To some extent, the portfolio's performance was attributable to it being invested primarily in companies that we consider being high quality in nature. These are companies with characteristics such as: established business franchises, proven business models, good earnings growth, good free cash flow generation, strong balance sheets, strong profit margins, and significant market share in the product(s)/service(s) they provide. It has been our view that, given the severity of the collapse in share prices of many technology, telecommunications, and Internet companies that occurred in the 2000-2002 period, equity investors would be more likely to favor "quality" companies as opposed to companies that might be considered higher risk in nature. In retrospect, we may have been somewhat off-target in that assessment in 2003. One way of further examining company "quality" is through stock ratings issued by S&P. S&P rates more than 3,000 U.S. stocks using a letter "grading" system of A to D based on its assessment of the issuing company's overall financial strength. During 2003, S&P's A-rated stocks (i.e., its top-rated companies) gained 30% on average. B-rated stocks rose 57%. C-rated stocks, a category that essentially represents financially distressed companies, surged by a remarkable 118% on average. Finally, D-rated companies, i.e., organizations that have actually defaulted on their debt obligations, were up 44% last year. In other words, the financially weakest companies had the best returns last year. During 2003, taxes on cash dividends paid by U.S. corporations were considerably reduced. Many observers, including us, thought at the time the reduced taxes were made effective that dividend-paying companies, or organizations that initiated a dividend payment, would be rewarded by investors in the form of higher share prices. Here, too, it would be fair to say our assessment, in hindsight, apparently was somewhat off-the-mark. During 2003, in the S&P 500, according to S&P, stock prices of dividend-paying companies rose, on average, about half as much as companies that did not pay dividends. Why did the performance of "quality" companies, while having positive returns in 2003, still lag that of companies that, by various objective measures, appeared riskier in nature? One possible answer, was that historically low interest rates in 2003 may have in effect provided a lifeline to financially challenged companies, allowing them to "live another day." Long-term interest rates (measured by the 10-year U.S. Treasury bond) reached 50-year lows in mid-2003 (3.11%) before rising to about 4.40% at year-end 2003 -- still relatively low by historical standards. PERFORMANCE For the year ended December 31, 2003, Marsico Growth returned of 26.34%. By comparison its benchmark, the S&P 500 returned 28.67%. STRATEGY REVIEW In reviewing the Marsico Growth 2003 investment results, there were a number of significant factors -- both positive and negative -- that impacted performance as compared to the S&P 500. The portfolio's positions in the pharmaceutical and biotechnology industries within the health care sector gained more than 57% during the year. Throughout much of the year, the portfolio had a substantial position in a biotechnology company, Genentech, Inc., whose stock rose by more than 139% during the year. The company's stock price was buoyed by promising data related to a trial of Avastin, which demonstrated effectiveness in treating colon cancer. Other strong performers for the year were Zimmer Holdings, Inc., UnitedHealth Group Incorporated, and Amgen Inc. Within the consumer discretionary sector, the portfolio's stock selection in the consumer durables and retailing industries, including Tiffany & Co., Lowes Companies, Inc., Amazon.com, AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Marsico Growth 1 Marsico Growth - -------------------------------------------------------------------------------- Inc. and eBay Inc. had a positive impact on performance. Lennar Corporation and Echostar DBS Corporation also contributed to performance. Other areas that helped the portfolio's performance included strong stock selection in telecommunications sector and underweight positions in the energy, consumer staples, and utilities sectors. For the year, the telecommunications sector in the portfolio gained 80%, led by Nextel Communications, Inc., while the same area in the S&P 500 gained only 7%. Select investments in financial stocks such as Citigroup Inc. performed well during the year. Several factors negatively impacted performance for the portfolio during the period: The portfolio's investment results in the financial services sector were less positive than the industry's benchmark performance because of stock selection within the banks and diversified financials industries. While the portfolio's holdings in these two industries collectively generated a strong return of 30% during the period, it significantly lagged the benchmark industry returns of 69%. All three industries within the industrial sector had a negative affect on performance. Lockheed Martin Corporation and Monster Worldwide, Inc. traded down during the year. Stock selection in the communication services industry was a large detractor for the year. The industry in the portolio lost 21% for the year, while the comparable industry in the S&P 500 gained over 36%. In contrast to the positive effects of underweights in the energy, consumer staples, and utilities sectors, the portfolio's underweight in materials detracted from performance. The materials sector of the S&P 500 Index gained 38% for the year. The information technology ("IT") sector had mixed results for the year. While Electronic Arts Inc., Intel Corporation and Cisco Systems, Inc. were among the best performers during the year, Hewlett-Packard Company, Intuit Inc., Nokia Oyj and Microsoft Corporation were among the worst performers. In addition to the above sector-level factors, certain individual positions had a negative effect on the portfolio. These included HCA Inc., MGM Mirage, and Eli Lilly & Company were among the worst performers for the year. As of December 31, 2003, the portfolio's investment posture emphasized five sector allocations: health care, IT, financials, industrials, and consumer discretionary. James A. Hillary Thomas F. Marsico Co-Portfolio Managers Banc of America Capital Management, LLC* - ------------------ *Sub-adviser - Banc of America Capital Management, LLC has entered into an agreement with Marsico Capital Management, LLC under which Marsico will provide portfolio management to the portfolio. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Marsico Growth 2 Marsico Growth - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/3/99 through 12/31/03 Initial Class S&P 500 5/3/99 $10,000 $10,000 6/30/99 10,360 10,306 9/30/99 9,780 9,663 12/31/99 11,750 11,100 3/31/00 12,000 11,354 6/30/00 11,910 11,053 9/30/00 11,764 10,946 12/31/00 10,808 10,090 3/31/01 9,420 8,895 6/30/01 10,058 9,415 9/30/01 8,437 8,034 12/31/01 9,285 8,892 3/31/02 9,090 8,916 6/30/02 7,743 7,723 9/30/02 6,484 6,389 12/31/02 6,873 6,928 3/31/03 6,914 6,709 6/30/03 7,712 7,742 9/30/03 8,039 7,947 12/31/03 8,683 8,913 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date - -------------------------------------------------------------------------------- Initial Class 26.34% (2.99)% 5/3/99 S&P 500(1) 28.67% (2.43)% 5/3/99 - -------------------------------------------------------------------------------- Service Class -- 20.11% 5/1/03 - -------------------------------------------------------------------------------- NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Marsico Growth 3 Marsico Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value - ------------------------------------------------------------------------- COMMON STOCKS (95.9%) Aerospace (1.3%) Lockheed Martin Corporation 33,536 $ 1,724 Air Transportation (4.5%) FedEx Corporation 69,335 4,680 RyanAir Holdings PLC-ADR (a)(b) 28,650 1,451 Amusement & Recreation Services (0.4%) Disney (Walt) Company (The) 24,737 577 Automotive (1.8%) Bayerische Motoren Werke AG (BMW) 38,677 1,802 Honeywell International Inc. 20,015 669 Beverages (0.9%) Anheuser-Busch Companies, Inc. 24,108 1,270 Chemicals & Allied Products (2.4%) Procter & Gamble Company (The) 32,927 3,289 Commercial Banks (5.2%) Citigroup Inc. 146,377 7,105 Communications Equipment (2.6%) QUALCOMM Incorporated 64,724 3,491 Computer & Data Processing Services (4.1%) Electronic Arts Inc. (a) 117,176 5,599 Computer & Office Equipment (9.1%) Cisco Systems, Inc. (a) 242,920 5,901 Dell Computer Corporation (a) 125,757 4,271 EMC Corporation (a) 172,158 2,224 Electronic & Other Electric Equipment (2.1%) General Electric Company 90,470 2,803 Electronic Components & Accessories (7.7%) Intel Corporation 253,985 8,178 Maxim Integrated Products 35,620 1,774 Tyco International Ltd. 21,834 579 Health Services (2.7%) Caremark Rx, Inc. (a)(b) 147,850 3,745 Industrial Machinery & Equipment (4.1%) Caterpillar, Inc. 66,481 5,519 Insurance (5.1%) UnitedHealth Group Incorporated 119,998 6,981 Lumber & Other Building Materials (3.6%) Lowe's Companies, Inc. 88,474 4,901 Medical Instruments & Supplies (7.6%) Boston Scientific Corporation (a) 128,976 4,741 Medtronic, Inc. 39,365 1,914 Zimmer Holdings, Inc. (a) 53,091 3,738 Mortgage Bankers & Brokers (1.1%) Countrywide Credit Industries, Inc. 19,632 1,489 Shares Value - ------------------------------------------------------------------------- Personal Credit Institutions (5.5%) SLM Corporation 197,183 $ 7,429 Pharmaceuticals (8.8%) Amgen Inc. (a) 42,257 2,611 Genentech, Inc. (a) 76,520 7,159 Lilly (Eli) and Company 30,711 2,160 Residential Building Construction (2.1%) Lennar Corporation (b) 29,614 2,843 Retail Trade (2.9%) Tiffany & Co. 87,117 3,938 Rubber & Misc. Plastic Products (1.5%) NIKE, Inc.-Class B 29,274 2,004 Security & Commodity Brokers (3.2%) Merrill Lynch & Co., Inc. (b) 74,651 4,378 Telecommunications (2.1%) Nextel Communications, Inc.- Class A (a) 102,771 2,884 U.S. Government Agencies (3.5%) Fannie Mae 63,981 4,802 ---------- Total Common Stocks (cost: $106,495) 130,623 ---------- Principal Value - ---------------------------------------------------------------------------- SHORT-TERM OBLIGATIONS (4.2%) Investor's Bank & Trust Company (d) 0.72% Repurchase Agreement dated 12/31/2003 to be repurchased at $5,660 on 01/02/2004 $ 5,660 $ 5,660 ---------- Total Short-Term Obligations (cost: $5,660) 5,660 ---------- SECURITY LENDING COLLATERAL (8.7%) Debt (6.9%) Bank Notes (0.3%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 56 $ 56 Fleet National Bank 1.00%, due 01/21/2004 210 210 National Bank of Commerce 1.19%, due 04/21/2004 175 175 Commercial Paper (1.8%) Compass Securitization-144A 1.08%, due 01/22/2004 105 105 Delaware Funding Corporation 1.08%, due 01/07/2004 70 70 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 105 105 1.09%, due 01/13/2004 70 70 1.08%, due 02/05/2004 140 140 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Marsico Growth 4 Marsico Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value - -------------------------------------------------------------------------------- Commercial Paper (continued) General Electric Capital Corporation 1.09%, due 01/08/2004 $ 175 $ 175 1.09%, due 01/09/2004 105 105 1.08%, due 01/16/2004 139 139 Govco Incorporated-144A 1.07%, due 02/05/2004 175 175 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 175 175 1.09%, due 02/06/2004 175 175 1.10%, due 02/09/2004 102 102 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 175 175 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 105 105 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 203 203 1.08%, due 02/17/2004 350 350 Sheffield Receivables-144A 1.09%, due 01/21/2004 70 70 Euro Dollar Overnight (0.4%) BNP Paribas SA 0.97%, due 01/07/2004 350 350 Credit Agricole Indosuez 0.98%, due 01/02/2004 14 14 1.08%, due 01/06/2004 133 133 Euro Dollar Terms (1.7%) Bank of Montreal 1.06%, due 01/15/2004 68 68 1.06%, due 02/17/2004 140 140 Bank of Scotland 1.06%, due 04/02/2004 105 105 Citigroup Inc. 1.10%, due 01/22/2004 105 105 1.09%, due 02/06/2004 140 140 Credit Agricole Indosuez 1.08%, due 01/28/2004 70 70 Den Danske Bank 1.08%, due 01/20/2004 350 350 1.02%, due 01/30/2004 175 175 Royal Bank of Canada 1.05%, due 02/27/2004 351 351 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 210 210 1.08%, due 01/15/2004 70 70 1.08%, due 01/20/2004 35 35 Principal Value - -------------------------------------------------------------------------------- Euro Dollar Terms (continued) Svenska Handelsbanken AB 1.09%, due 01/15/2004 $ 35 $ 35 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 210 210 Wells Fargo & Company 1.04%, due 01/30/2004 280 280 Master Notes (0.5%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 140 140 1.14%, due 09/08/2004 210 210 Morgan Stanley 1.05%, due 06/21/2004 336 336 Medium Term Notes (0.3%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 350 350 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 105 105 Repurchase Agreements (1.9%) (c) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $819 on 01/02/2004 819 819 Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $1,114 on 01/02/2004 1,114 1,114 Morgan Stanley 1.11%, Repurchase Agreement dated 12/31/2003 to be repurchased at $665 on 01/02/2004 665 665 Shares Value - -------------------------------------------------------------------------------- Investment Companies (1.8%) Money Market Funds (1.8%) American AAdvantage Select Fund 1-day yield of 1.00% 171,764 $ 172 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 419,373 419 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 1,823,574 1,824 --------- Total Security Lending Collateral (cost: $11,875) 11,875 --------- Total Investment Securities (cost: $124,030) $ 148,158 ========= SUMMARY: Investments, at value 108.8 % $ 148,158 Liabilities in excess of other assets (8.8)% (12,023) --------- --------- Net assets 100.0 % $ 136,135 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Marsico Growth 5 Marsico Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) FORWARD FOREIGN CURRENCY CONTRACTS: - ---------------------------------------------------------------------- Amount in Net Unrealized Bought Settlement U.S. Dollars Appreciation Currency (Sold) Date Bought (Sold) (Depreciation) - ---------------------------------------------------------------------- Euro Dollar (1,343) 03/17/2004 $ (1,659) $ (31) NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $11,461. (c) Cash collateral for the Repurchase Agreements, valued at $2,650, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) At December 31, 2003, repurchase agreements are collateralized by $24,970 Fannie Mae Series 2001-50F (1.64%, due 04/25/2029) with a market value and accrued interest of $5,944. DEFINITIONS: ADR American Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Marsico Growth 6 Marsico Growth - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $124,030) (including $11,461 of securities loaned) $148,158 Cash 51 Receivables: Dividends 62 Other 46 --------- 148,317 --------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 96 Due to advisor 130 Payable for collateral for securities on loan 11,875 Unrealized depreciation on forward foreign currency contracts 31 Other 50 --------- 12,182 --------- Net Assets $136,135 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 160 Additional paid-in capital 126,329 Undistributed net investment income (loss) 5 Accumulated net realized gain (loss) from investment securities and foreign currency transactions (14,456) Net unrealized appreciation (depreciation) on: Investment securities 24,128 Translation of assets and liabilities denominated in foreign currencies (31) --------- Net Assets $136,135 ========= Shares Outstanding: Initial Class 15,947 Service Class 90 Net Asset Value and Offering Price Per Share: Initial Class $ 8.49 Service Class 8.48 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 35 Dividends 962 Income from loaned securities-net 14 Less withholding taxes on foreign dividends (11) -------- 1,000 -------- Expenses: Management and advisory fees 1,015 Transfer agent fees 2 Printing and shareholder reports 35 Custody fees 23 Administration fees 20 Legal fees 2 Auditing and accounting fees 10 Directors fees 5 Recaptured expenses 130 Other 3 -------- Total expenses 1,245 -------- Net Investment Income (Loss) (245) -------- Net Realized Gain (Loss) from: Investment securities 3,087 Foreign currency transactions 5 -------- 3,092 -------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 29,121 Translation of assets and liabilities denominated in foreign currencies (31) -------- 29,090 -------- Net Gain (Loss) on Investment Securities and Foreign Currency Transactions 32,182 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 31,937 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Marsico Growth 7 Marsico Growth - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ----------- ------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (245) $ (15) Net realized gain (loss) from investment securities and foreign currency transactions 3,092 (14,883) Net unrealized appreciation (depreciation) on investment securities and foreign currency translation 29,090 (2,568) --------- --------- 31,937 (17,466) --------- --------- Distributions to Shareholders: From net investment income: Initial Class -- (51) Service Class -- -- --------- --------- -- (51) --------- --------- From net realized gains: Initial Class -- -- Service Class -- -- --------- --------- --------- --------- --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 73,160 100,534 Service Class 765 -- --------- --------- 73,925 100,534 --------- --------- Dividends and distributions reinvested: Initial Class -- 51 Service Class -- -- --------- --------- -- 51 --------- --------- Cost of shares redeemed: Initial Class (72,258) (25,876) Service Class (43) -- --------- --------- (72,301) (25,876) --------- --------- 1,624 74,709 --------- --------- Net increase (decrease) in net assets 33,561 57,192 --------- --------- Net Assets: Beginning of year 102,574 45,382 --------- --------- End of year $ 136,135 $ 102,574 ========= ========= Accumulated Net Investment Income (Loss) $ 5 $ -- ========= ========= December 31, December 31, 2003 2002 ------------ ------------ Share Activity: Shares issued: Initial Class 10,137 13,855 Service Class 95 - ------- ------- 10,232 13,855 ------- ------- Shares issued-reinvested from distributions: Initial Class - 7 Service Class - - ------- ------- - 7 ------- ------- Shares redeemed: Initial Class (9,463) (3,583) Service Class (5) - ------- ------- (9,468) (3,853) ------- ------- Net increase (decrease) in shares outstanding 764 10,279 ======= ======= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Marsico Growth 8 Marsico Growth - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations - ------------------------------------------------------------------------------------- Initial Class 12/31/2003 $ 6.72 $ (0.01) $ 1.78 $ 1.77 12/31/2002 9.09 - (2.36) (2.36) 12/31/2001 10.67 0.02 (1.52) (1.50) 12/31/2000 11.75 0.02 (0.95) (0.93) 12/31/1999 10.00 0.01 1.74 1.75 - ------------------------------------------------------------------------------------- Service Class 12/31/2003 7.06 (0.03) 1.45 1.42 - ------------------------------------------------------------------------------------- For a share outstanding throughout each period (a) ---------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period - ------------------------------------------------------------------- Initial Class $ - $ - $ - $ 8.49 (0.01) - (0.01) 6.72 (0.07) (0.01) (0.08) 9.09 (0.10) (0.05) (0.15) 10.67 - - - 11.75 - ------------------------------------------------------------------- Service Class - - - 8.48 - ------------------------------------------------------------------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) - ----------------------------------------------------------------------------------------------------------------------- Initial Class 12/31/2003 26.34% $ 135,376 0.98% 0.98% (0.19)% 111% 12/31/2002 (25.98) 102,574 1.00 1.06 (0.03) 103 12/31/2001 (14.09) 45,382 1.00 1.21 0.16 17 12/31/2000 (8.02) 20,185 1.00 1.37 0.15 37 12/31/1999 17.50 8,204 1.00 2.68 0.12 40 - ---------------------------------------------------------------------------------------------------------------------- Service Class 12/31/2003 20.11 759 1.25 1.25 (0.47) 111 - ---------------------------------------------------------------------------------------------------------------------- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 3, 1999 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. The impact of recaptured expenses on the Ratio of Expenses to Average Net Assets was 0.10%. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Marsico Growth 9 Marsico Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Marsico Growth ("the Fund"), part of ATSF, began operations on May 3, 1999. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $6 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required at all times to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to mar-ket securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Marsico Growth 10 Marsico Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amounts of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as in the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $61 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (ie: through the asset allocation funds): Net % of Assets Net Assets ------ ---------- Asset Allocation-Conservative Portfolio $ 16,033 12% Asset Allocation-Moderate Portfolio 40,709 30% ---------- 42% ========== Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following stated break points: 0.80% of the first $250 million ANA 0.75% of the next $250 million of ANA 0.70% of the next $500 million of ANA 0.60% of ANA over $1 billion ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Marsico Growth 11 Marsico Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Increase in Expenses Total Expenses Recovered to Average by Advisor Net Assets ---------- -------------- Recovered in 2003 $ 130 0.10% Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $5. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 133,408 U.S. Government 1,771 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 127,835 U.S. Government 431 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (245) Undistributed net investment income (loss) 250 Undistributed net realized capital gains (loss) (5) The tax character of distributions paid may differ from the character of distributions shown in the Statement of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 51 Long-term capital gains - 2003 Distributions paid from: Ordinary income - Long-term capital gains - AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Marsico Growth 12 Marsico Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4-(continued) The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ - ========= Undistributed Long-term Capital Gains $ - ========= Capital Loss Carryforward $ (13,918) ========= Post October Capital Loss $ (195) ========= Post October Currency Loss $ (27) ========= Net Unrealized Appreciation (Depreciation) $ 23,785 ========= The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through ------------ ----------------- $ 1,890 December 31, 2009 6,745 December 31, 2010 5,283 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $124,373 ======== Unrealized Appreciation $ 24,040 Unrealized (Depreciation) (255) -------- Net Unrealized Appreciation (Depreciation) $ 23,785 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Marsico Growth 13 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Marsico Growth In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Marsico Growth (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Marsico Growth 14 MFS High Yield - -------------------------------------------------------------------------------- MARKET ENVIRONMENT Throughout the year, the bond market was influenced by interest rate cuts in the United States and Europe, near record-low mortgage rates, and a weak U.S. dollar. It proved to be a positive period for almost all bond investors and for high-yield investors in particular. Investors showed reinvigorated interest in U.S. corporate bonds of all quality levels. This interest was sparked by the historically low yields offered by U.S. Treasury securities, improvement in the balance-sheet quality of corporate issuers, and increased investor confidence. Low yields on U.S. Treasury securities made high-yield corporate issues more attractive to investors, as evidenced by record inflows into the high-yield sector. This came at a time when there was only a modest supply of new high-yield issues. The result of this supply/demand imbalance was significant appreciation in high-yield bond prices. High-grade corporate bonds also performed well for the year, but not nearly as well as high-yield corporate issues. Over the year, yield spreads between below-investment-grade bonds and their higher-quality counterparts narrowed in dramatic fashion. The bond rally in 2003 was spurred by two key factors. One was the unprecedented $135 billion in fallen angels in 2002 that shifted the composition of the high-yield market by significantly increasing the distressed utility and telecommunication sectors. (Fallen angels are investment grade bonds that are downgraded to high-yield ratings.) The second was the record flows into the bond market during the year. This situation enabled many distressed companies to refinance their debt and improve their credit outlooks. PERFORMANCE For the year ended December 31, 2003, MFS High Yield returned 17.74%. By comparison its benchmark, the Lehman Brothers High Yield Bond Index returned 28.97%. STRATEGY REVIEW Overall, the portfolio's holdings were decidedly defensive relative to the high-yield market at large. While the portfolio's defensiveness served investors well in recent years, it contributed to its underperformance during this year, as investors favored riskier options. The portfolio continued to have significant underweight exposure to the wire line segment of the telecommunications industry, which still faced many fundamental challenges, including significant overcapacity. The portfolio also had an underweight exposure to the utilities sector, which proved to be one of the leaders of the high-yield rally during the year. In general, our strategy is to focus on credit issuers with improving fundamentals and to not take excessive risk. We continue to remain true to our discipline focus because we believe fundamentals drive performance over the long term. The telecommunications, utilities, and media sectors led the rebound in the high-yield market. While we were underweight in some of these sectors, or portions of them, we were able to strategically take advantage of the rally in the utilities sector and in the wire line segment of the telecommunications sector by choosing select names we felt were attractive from fundamental and valuation standpoints. We had an overweight exposure to the media sector, where we also favored companies with the ability to generate strong free cash flow. Many of these were broadcasting companies, which have tended to benefit from an increase in advertising revenue in past economic recoveries. /s/ Bernard Scozzafava Bernard Scozzafava Portfolio Manager MFS Investment Management AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 1 MFS High Yield - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 6/1/98 through 12/31/03 LB High Yield Initial Class Bond Index 6/1/98 $10,000 $10,000 6/30/98 9,990 10,036 9/30/98 9,340 9,579 12/31/98 9,690 9,783 3/31/99 10,100 9,964 6/30/99 10,061 9,998 9/30/99 9,959 9,856 12/31/99 10,254 10,017 3/31/00 10,213 9,783 6/30/00 10,335 9,896 9/30/00 10,281 9,952 12/31/00 9,723 9,430 3/31/01 10,249 10,030 6/30/01 9,977 9,800 9/30/01 9,501 9,386 12/31/01 10,091 9,928 3/31/02 10,193 10,095 6/30/02 10,034 9,447 9/30/02 9,962 9,170 12/31/02 10,300 9,788 3/31/03 10,650 10,533 6/30/03 11,257 11,598 9/30/03 11,502 11,919 12/31/03 12,127 12,624 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years Inception Date ----------- --------- ----------- ---------- Initial Class 17.74% 4.59% 3.52% 6/1/98 LBHY(1) 28.97% 5.23% 4.26% 6/1/98 - ----- ----- ---- ---- ------ Service Class - - 9.74% 5/1/03 - --------------- ----- ---- ---- ------ NOTES (1) The Lehman Brothers High Yield Bond (LBHY) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Investments in high-yield bonds ("junk bonds") may be subject to greater volatility and risks as the income derived from these securities is not guaranteed and may be unpredictable. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Endeavor High Yield Portfolio of Endeavor Series Trust. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 2 MFS High Yield - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts in thousands) Principal Value ------------------------- --------------- FOREIGN GOVERNMENT OBLIGATIONS (0.5%) Federative Republic of Brazil 8.00%, due 04/15/2014 $ 1,412 $ 1,384 8.88%, due 04/15/2024 1,771 1,727 --------- Total Foreign Government Obligations (cost: $2,917) 3,111 --------- MORTGAGE-BACKED SECURITIES (0.4%) Commercial Mortgage Acceptance Corporation 5.44%, due 09/15/2030 230 204 First Union-Lehman Brothers Commercial Mortgage Trust 7.00%, due 04/18/2029 800 752 7.50%, due 11/18/2029 1,940 1,804 --------- Total Mortgage-Backed Securities (cost: $2,793) 2,760 --------- ASSET-BACKED SECURITIES (0.1%) Falcon Franchise Loan LLC 3.87%, due 01/05/2025 4,379 835 --------- Total Asset-Backed Securities (cost: $815) 835 --------- CORPORATE DEBT SECURITIES (91.3%) Aerospace (0.3%) K & F Industries, Inc. 9.25%, due 10/15/2007 149 154 9.63%, due 12/15/2010 1,340 1,502 Agriculture (0.1%) Seminis Vegatable Seeds-144A 10.25%, due 10/01/2013 380 409 Air Transportation (0.6%) Continental Airlines, Inc. 6.90%, due 01/02/2017 556 466 6.75%, due 03/15/2017 539 445 6.80%, due 08/02/2018 1,449 1,223 7.57%, due 03/15/2020 1,688 1,423 Delta Air Lines, Inc. 7.92%, due 11/18/2010 515 466 Amusement & Recreation Services (2.6%) Ameristar Casinos, Inc. 10.75%, due 02/15/2009 60 69 Argosy Gaming Company 9.00%, due 09/01/2011 645 714 Aztar Corporation 8.88%, due 05/15/2007 1,275 1,331 9.00%, due 08/15/2011 660 724 Hollywood Park Inc. 9.25%, due 02/15/2007 235 243 Mandalay Resort Group (b) 9.38%, due 02/15/2010 1,700 1,981 MGM MIRAGE 8.50%, due 09/15/2010 765 878 Principal Value ------------------------- --------------- Amusement & Recreation Services (continued) MGM MIRAGE (b) 8.38%, due 02/01/2011 $ 1,790 $ 2,027 Pinnacle Entertainment, Inc. (b) 8.75%, due 10/01/2013 2,905 2,956 Premier Parks Inc. (b) 9.75%, due 06/15/2007 201 211 Six Flags, Inc. (b) 9.75%, due 04/15/2013 3,150 3,315 Six Flags, Inc.-144A 9.63%, due 06/01/2014 1,030 1,076 Station Casinos, Inc. 9.88%, due 07/01/2010 165 182 Vail Resorts, Inc. 8.75%, due 05/15/2009 390 411 Vail Resorts, Inc.-144A 8.75%, due 05/15/2009 1,150 1,213 Apparel & Accessory Stores (0.4%) J. Crew Intermediate LLC (g) 0.00%, due 05/15/2008 1,268 1,008 J. Crew Operating Corp. (b) 10.38%, due 10/15/2007 1,540 1,573 Apparel Products (0.3%) Oxford Industries, Inc.-144A 8.88%, due 06/01/2011 1,005 1,099 WestPoint Stevens Inc. (b)(e) 7.88%, due 06/15/2005 5,060 658 7.88%, due 06/15/2008 1,220 159 Automotive (2.5%) Advanced Accessory Systems, LLC -144A 10.75%, due 06/15/2011 485 534 ArvinMeritor, Inc. 8.75%, due 03/01/2012 1,950 2,233 Dana Corporation 6.50%, due 03/01/2009 500 531 10.13%, due 03/15/2010 1,045 1,217 9.00%, due 08/15/2011 720 868 Dura Operating Corporation (b) 9.00%, due 05/01/2009 1,525 1,525 Eagle-Picher, Inc.-144A 9.75%, due 09/01/2013 915 988 Metaldyne Corporation 11.00%, due 06/15/2012 2,065 1,900 Metaldyne Corporation-144A 10.00%, due 11/01/2013 1,025 1,035 Navistar International Corporation 9.38%, due 06/01/2006 805 889 Tenneco Automotive Inc. 11.63%, due 10/15/2009 1,330 1,436 10.25%, due 07/15/2013 1,795 2,042 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 3 MFS High Yield - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ------------------------- --------------- Automotive (continued) Tenneco Automotive Inc.-144A 10.25%, due 07/15/2013 $ 1,130 $ 1,285 Venture Holdings Trust (e) 9.50%, due 07/01/2005 180 5 Beverages (0.3%) Merisant Company-144A 9.50%, due 07/15/2013 2,070 2,205 Business Credit Institutions (1.0%) eircom Funding 8.25%, due 08/15/2013 835 925 Ford Motor Credit Company 7.00%, due 10/01/2013 3,118 3,288 PCA LLC (PCA Finance Corp.) 11.88%, due 08/01/2009 1,910 2,091 Business Services (2.6%) Hanover Compressor Company 0.00%, due 03/31/2007 285 209 8.63%, due 12/15/2010 460 478 Hanover Equipment Trust 2001B 8.75%, due 09/01/2011 2,305 2,443 Lamar Media Corp. 7.25%, due 01/01/2013 2,905 3,123 Muzak LLC (Muzak Finance Corporation)-144A 10.00%, due 02/15/2009 2,045 2,178 NDCHealth Corporation 10.50%, due 12/01/2012 355 399 R.H. Donnelley Financial Corporation I 8.88%, due 12/15/2010 945 1,063 10.88%, due 12/15/2012 (b) 850 1,008 R.H. Donnelley Financial Corporation I-144A 10.88%, due 12/15/2012 220 261 United Rentals, Inc. 10.75%, due 04/15/2008 3,210 3,611 Williams Scotsman, Inc. 9.88%, due 06/01/2007 1,755 1,777 10.00%, due 08/15/2008 560 614 Chemicals & Allied Products (4.7%) Acetex Corporation 10.88%, due 08/01/2009 2,815 3,125 Compass Minerals Group, Inc. 10.00%, due 08/15/2011 420 470 Equistar Chemicals, LP 10.63%, due 05/01/2011 3,085 3,409 Equistar Chemicals, LP-144A 10.63%, due 05/01/2011 780 862 Principal Value ------------------------- --------------- Chemicals & Allied Products (continued) Huntsman ICI Chemicals LLC 9.88%, due 03/01/2009 $ 2,040 $ 2,234 10.13%, due 07/01/2009 (b) 3,315 3,414 IMC Global Inc.-144A (b) 10.88%, due 08/01/2013 2,290 2,508 JohnsonDiversey, Inc. 9.63%, due 05/15/2012 4,545 5,074 JohnsonDiversey, Inc.-144A (h) 0.00%, due 05/15/2013 1,520 1,163 Lyondell Chemical Company 9.88%, due 05/01/2007 180 190 9.50%, due 12/15/2008 160 167 11.13%, due 07/15/2012 465 516 Nalco Company-144A 7.75%, due 11/15/2011 675 722 8.88%, due 11/15/2013 1,265 1,341 Noveon, Inc. 11.00%, due 02/28/2011 50 58 Resolution Performance Products LLC-144A 8.00%, due 12/15/2009 630 652 Revlon Consumer Products Corporation 12.00%, due 12/01/2005 745 745 Rhodia SA-144A (b) 8.88%, due 06/01/2011 2,930 2,696 Rockwood Specialties, Inc.-144A 10.63%, due 05/15/2011 1,400 1,561 Sovereign Specialty Chemicals, Inc. 11.88%, due 03/15/2010 80 80 Sterling Chemicals, Inc. (a)(m) 0.00%, due 08/15/2006 (b) 40 (d) 11.25%, due 04/01/2007 50 (d) Commercial Banks (0.0%) ASPropulsion Capital BV-144A 9.63%, due 10/01/2013 150 199 Communication (6.3%) American Tower Corporation (b) 9.38%, due 02/01/2009 750 799 Charter Communications Holdings LLC (b) 8.25%, due 04/01/2007 415 390 8.63%, due 04/01/2009 10,555 9,209 Charter Communications Holdings LLC-144A 8.75%, due 11/15/2013 950 967 Colt Telecom Group PLC 7.63%, due 12/15/2009 600 757 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 4 MFS High Yield - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ------------------------- --------------- Communication (continued) Crown Castle International Corp.-144A 7.50%, due 12/01/2013 $ 1,985 $ 1,995 CSC Holdings, Inc. 8.13%, due 07/15/2009 1,000 1,075 CSC Holdings, Inc.-Series M 8.13%, due 08/15/2009 7,395 7,950 DIRECTTV Holdings Finance 8.38%, due 03/15/2013 1,940 2,250 Echostar DBS Corporation 9.38%, due 02/01/2009 1,960 2,060 Innova S. de R.L.-144A (b) 9.38%, due 09/19/2013 1,650 1,693 Insight Midwest LP (b) 9.75%, due 10/01/2009 2,150 2,274 Mediacom Broadband LLC (b) 11.00%, due 07/15/2013 3,135 3,519 Mediacom LLC 9.50%, due 01/15/2013 670 710 Renaissance Media Group LLC 10.00%, due 04/15/2008 945 977 Telenet Communication NV-144A 9.00%, due 12/15/2013 1,280 1,663 Telewest Communications PLC 0.00%, due 04/15/2009 (j) 255 133 0.00%, due 02/01/2010 15 7 XM Satellite Radio Holdings Inc. 0.00%, due 12/31/2009 (k) 590 527 12.00%, due 06/15/2010 2,540 2,870 Communications Equipment (1.7%) Alamosa (Delaware), Inc. 0.00%, due 07/31/2009 (f) 152 137 11.00%, due 07/31/2010 1,657 1,798 American Towers, Inc.-144A 7.25%, due 12/01/2011 2,500 2,544 CC V Holdings Finance, Inc. 11.88%, due 12/01/2008 662 698 L-3 Communications Corporation 7.63%, due 06/15/2012 2,600 2,818 L-3 Communications Corporation-Series B 8.00%, due 08/01/2008 50 52 Lucent Technologies Inc. (b) 5.50%, due 11/15/2008 3,470 3,227 Computer & Data Processing Services (0.6%) Kronos Incorporated 8.88%, due 06/30/2009 100 136 Unisys Corporation 8.13%, due 06/01/2006 3,435 3,710 Principal Value ------------------------- --------------- Computer & Office Equipment (0.7%) General Binding Corporation 9.38%, due 06/01/2008 $ 1,305 $ 1,318 Xerox Corporation 7.63%, due 06/15/2013 2,995 3,235 Construction (1.0%) D.R. Horton, Inc. 8.00%, due 02/01/2009 2,550 2,882 Technical Olympic USA, Inc. 9.00%, due 07/01/2010 650 699 WCI Communities, Inc.-144A 7.88%, due 10/01/2013 3,000 3,165 Department Stores (0.2%) Saks Incorporated-144A 7.00%, due 12/01/2013 1,514 1,544 Drug Stores & Proprietary Stores (1.0%) Rite Aid Corporation 12.50%, due 09/15/2006 755 876 9.50%, due 02/15/2011 1,585 1,787 9.25%, due 06/01/2013 (b) 3,885 4,263 Electric Services (5.5%) AES Corporation (The)-144A 8.75%, due 05/15/2013 3,000 3,353 9.00%, due 05/15/2015 1,600 1,808 10.00%, due 07/15/2005 (b) 435 443 8.88%, due 02/15/2011 (b) 2,900 3,161 Allegheny Energy Supply Company, LLC-144A (b) 8.75%, due 04/15/2012 2,000 1,885 Calpine Corporation (b) 8.50%, due 02/15/2011 3,060 2,421 Calpine Corporation-144A (b) 8.75%, due 07/15/2013 3,445 3,359 CenterPoint Energy Resources Corp.-144A 7.88%, due 04/01/2013 2,330 2,638 Dynegy Holdings Inc.-144A 9.88%, due 07/15/2010 2,475 2,784 Empresa Nacional de Electricidad SA 8.35%, due 08/01/2013 1,700 1,911 Illinova Corporation 11.50%, due 12/15/2010 860 1,032 MSW Energy Holdings LLC-144A 7.38%, due 09/01/2010 1,200 1,254 NRG Energy, Inc.-144A 8.00%, due 12/15/2013 930 978 PSEG Energy Holdings Inc. 8.63%, due 02/15/2008 800 873 PSEG Energy Holdings LLC 7.75%, due 04/16/2007 2,035 2,160 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 5 MFS High Yield - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ------------------------- --------------- Electric Services (continued) Reliant Resources, Inc.-144A 9.25%, due 07/15/2010 $ 1,870 $ 1,982 9.50%, due 07/15/2013 1,270 1,359 TECO Energy, Inc. 10.50%, due 12/01/2007 635 741 7.50%, due 06/15/2010 2,050 2,194 Electric, Gas & Sanitary Services (0.8%) CMS Energy Corporation (b) 8.50%, due 04/15/2011 3,300 3,564 PG&E Corporation-144A 6.88%, due 07/15/2008 410 444 Vivendi Universal SA-144A 6.25%, due 07/15/2008 925 979 Electronic & Other Electric Equipment (0.3%) Motors and Gears, Inc. 10.75%, due 11/15/2006 2,105 1,789 Electronic Components & Accessories (0.7%) Flextronics International Ltd. (b) 6.50%, due 05/15/2013 1,395 1,444 Tyco International Group SA 6.75%, due 02/15/2011 2,900 3,168 Environmental Services (1.3%) Allied Waste North America, Inc. 8.88%, due 04/01/2008 1,875 2,100 7.88%, due 04/15/2013 (b) 4,895 5,299 Allied Waste North America, Inc.-144A (b) 6.50%, due 11/15/2010 1,340 1,374 Fabricated Metal Products (1.7%) Alliant Techsystems, Inc. 8.50%, due 05/15/2011 160 176 Atrium Companies, Inc. 10.50%, due 05/01/2009 2,060 2,204 Atrium Companies, Inc.-144A 10.50%, due 05/01/2009 900 963 Blount, Inc. 7.00%, due 06/15/2005 2,985 3,000 13.00%, due 08/01/2009 1,275 1,374 Jacuzzi Brands, Inc.-144A 9.63%, due 07/01/2010 1,595 1,755 TriMas Corporation 9.88%, due 06/15/2012 1,830 1,908 Food & Kindred Products (1.0%) Burns, Philp & Company Limited-144A 9.75%, due 07/15/2012 3,100 3,317 Michael Foods, Inc.-144A 8.00%, due 11/15/2013 1,405 1,465 Principal Value ------------------------- --------------- Food & Kindred Products (continued) Premier International Foods PLC 12.00%, due 09/01/2009 $ 670 $ 734 United Biscuits Finance PLC 10.63%, due 04/15/2011 900 1,299 Furniture & Fixtures (1.3%) BE Aerospace, Inc. (b) 8.88%, due 05/01/2011 1,300 1,219 BE Aerospace, Inc.-144A 8.50%, due 10/01/2010 320 343 Sealy Mattress Company (b) 9.88%, due 12/15/2007 5,250 5,434 Tempur-Pedic, Inc. (Tempur Production USA Inc) -144A 10.25%, due 08/15/2010 1,695 1,890 Gas Production & Distribution (3.0%) ANR Pipeline Company 8.88%, due 03/15/2010 1,520 1,710 9.63%, due 11/01/2021 1,600 1,902 El Paso Natural Gas Company 7.63%, due 08/01/2010 2,955 3,036 Northwest Pipeline Corporation 8.13%, due 03/01/2010 330 366 Southern Natural Gas Company 8.88%, due 03/15/2010 2,165 2,436 Williams Companies, Inc. (The) 8.63%, due 06/01/2010 730 819 7.13%, due 09/01/2011 (b) 9,385 9,925 Health Services (3.4%) Alliance Imaging, Inc. (b) 10.38%, due 04/15/2011 2,700 2,862 Beverly Enterprises, Inc. (b) 9.63%, due 04/15/2009 1,920 2,117 Genesis HealthCare Corporation-144A 8.00%, due 10/15/2013 280 292 HCA Inc. 7.88%, due 02/01/2011 7,860 8,964 Insight Health Services Corp. (b) 9.88%, due 11/01/2011 1,675 1,776 Mariner Health Care, Inc.-144A 8.25%, due 12/15/2013 1,555 1,571 Prime Medical Services, Inc. 8.75%, due 04/01/2008 40 39 Tenet Healthcare Corporation 6.50%, due 06/01/2012 1,825 1,750 Triad Hospitals, Inc. 8.75%, due 05/01/2009 710 769 Triad Hospitals, Inc.-144A 7.00%, due 11/15/2013 2,075 2,091 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 6 MFS High Yield - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ------------------------- --------------- Holding & Other Investment Offices (0.4%) Arch Western Finance LLC-144A 6.75%, due 07/01/2013 $ 1,340 $ 1,377 Corrections Corporation of America 9.88%, due 05/01/2009 315 352 7.50%, due 05/01/2011 440 462 Corrections Corporation of America-144A 7.50%, due 05/01/2011 610 641 Hotels & Other Lodging Places (2.4%) Coast Hotels & Casinos, Inc. 9.50%, due 04/01/2009 1,560 1,650 Hilton Hotels Corporation 7.63%, due 12/01/2012 5,240 5,888 HMH Properties, Inc. 8.45%, due 12/01/2008 2,490 2,596 Las Vegas Sands, Inc. (Venetian Casino Resort LLC) 11.00%, due 06/15/2010 1,300 1,508 Park Place Entertainment Corporation 8.88%, due 09/15/2008 70 79 8.13%, due 05/15/2011 (b) 2,450 2,747 Starwood Hotels & Resorts Worldwide, Inc. 7.88%, due 05/01/2012 1,350 1,519 Industrial Machinery & Equipment (4.1%) AGCO Corporation 8.50%, due 03/15/2006 1,000 1,000 9.50%, due 05/01/2008 1,530 1,675 American Standard Companies Inc. 7.38%, due 02/01/2008 1,260 1,392 AMSTED Industries Incorporated- 144A 10.25%, due 10/15/2011 1,845 2,039 Case New Holland, Inc. -144A 9.25%, due 08/01/2011 1,635 1,831 CNH New Holland, Inc.-144A 9.25%, due 08/01/2011 1,115 1,249 Columbus McKinnon Corporation 8.50%, due 04/01/2008 40 37 10.00%, due 08/01/2010 1,630 1,736 Cummins Inc.-144A (b) 9.50%, due 12/01/2010 2,130 2,450 Gulfmark Offshore, Inc. 8.75%, due 06/01/2008 1,925 1,992 JLG Industries, Inc. 8.25%, due 05/01/2008 2,630 2,857 Joy Global Inc. 8.75%, due 03/15/2012 235 262 Manitowoc Company, Inc. (The) 10.38%, due 05/15/2011 120 168 10.50%, due 08/01/2012 1,880 2,141 Principal Value ------------------------- --------------- Industrial Machinery & Equipment (continued) Rexnord Corporation 10.13%, due 12/15/2012 $ 1,280 $ 1,402 SPX Corporation 7.50%, due 01/01/2013 1,390 1,512 Terex Corporation (b) 10.38%, due 04/01/2011 2,855 3,198 Instruments & Related Products (0.1%) Dresser, Inc. 9.38%, due 04/15/2011 900 979 Insurance (0.2%) Willis Corroon Corporation 9.00%, due 02/01/2009 1,080 1,134 Leather & Leather Products (0.2%) Samsonite Corporation 10.75%, due 06/15/2008 1,585 1,640 Lumber & Wood Products (2.0%) Georgia-Pacific Corporation 9.38%, due 02/01/2013 7,140 8,211 Koppers Inc. -144A 9.88%, due 10/15/2013 425 469 Nortek, Inc. 9.25%, due 03/15/2007 3,775 3,878 8.88%, due 08/01/2008 175 183 9.88%, due 06/15/2011 240 265 Management Services (0.1%) Wackenhut Corrections Corporation-144A 8.25%, due 07/15/2013 760 806 Manufacturing Industries (0.8%) Remington Arms Company, Inc. 10.50%, due 02/01/2011 3,370 3,589 TD Funding Corporation 8.38%, due 07/15/2011 1,300 1,383 Metal Cans & Shipping Containers (1.3%) Crown European Holdings SA 9.50%, due 03/01/2011 3,760 4,257 10.88%, due 03/01/2013 3,815 4,486 Mining (0.3%) Peabody Energy Corporation 6.88%, due 03/15/2013 1,850 1,952 Motion Pictures (1.2%) AMC Entertainment, Inc. 9.50%, due 02/01/2011 3,475 3,649 Regal Cinemas, Inc. 9.38%, due 02/01/2012 2,715 3,068 Vivendi Universal-144A 9.25%, due 04/15/2010 1,055 1,250 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 7 MFS High Yield - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ------------------------- --------------- Motor Vehicles, Parts & Supplies (0.5%) TRW Automotive Inc. 9.38%, due 02/15/2013 $ 1,480 $ 1,691 11.00%, due 02/15/2013 (b) 1,115 1,313 Oil & Gas Extraction (2.8%) Belden & Blake Corporation 9.88%, due 06/15/2007 265 261 Chesapeake Energy Corporation 8.13%, due 04/01/2011 2,665 2,958 Chesapeake Energy Corporation-144A (b) 6.88%, due 01/15/2016 1,000 1,030 Dynegy Inc. (b) 6.88%, due 04/01/2011 3,620 3,335 Encore Acquisition Company 8.38%, due 06/15/2012 930 1,007 Gulfterra Energy Partner, L.P. 8.50%, due 06/01/2010 1,811 2,055 Magnum Hunter Resources, Inc. 9.60%, due 03/15/2012 795 902 OAO Gazprom-144A 9.63%, due 03/01/2013 1,310 1,444 Ocean Rig ASA 10.25%, due 06/01/2008 1,515 1,424 Parker Drilling Company-144A 9.63%, due 10/01/2013 480 499 Pioneer Natural Resources Company 9.63%, due 04/01/2010 55 68 7.50%, due 04/15/2012 930 1,069 SESI, LLC 8.88%, due 05/15/2011 95 104 Stone Energy Corporation 8.25%, due 12/15/2011 60 65 Vintage Petroleum, Inc. 8.25%, due 05/01/2012 580 631 Westport Resources Corporation 8.25%, due 11/01/2011 1,150 1,265 Westport Resources Corporation-144A 8.25%, due 11/04/2011 615 677 Paper & Allied Products (3.4%) Abitibi-Consolidated Inc. 8.55%, due 08/01/2010 4,115 4,581 Appleton Papers, Inc. 12.50%, due 12/15/2008 535 605 Buckeye Technologies, Inc. 8.00%, due 10/15/2010 650 637 8.50%, due 10/01/2013 1,745 1,867 Corporacion Durango, SA de CV-144A (e) 13.75%, due 07/15/2009 720 432 Fibermark, Inc. (b) 10.75%, due 04/15/2011 2,480 1,538 Principal Value ------------------------- --------------- Paper & Allied Products (continued) Graphic Packaging Corporation-144A 8.50%, due 08/15/2011 $ 570 $ 624 9.50%, due 08/15/2013 2,940 3,249 Huntsman Packaging Corporation 13.00%, due 06/01/2010 1,505 1,377 Mail-Well I Corporation 9.63%, due 03/15/2012 2,190 2,431 Norske Skog Canada Limited 8.63%, due 06/15/2011 2,385 2,504 Pliant Corporation 13.00%, due 06/01/2010 1,310 1,199 Smurfit-Stone Container Corporation 8.25%, due 10/01/2012 1,135 1,231 Paper & Paper Products (0.8%) Boise Cascade Corporation 7.00%, due 11/01/2013 1,970 2,048 MDP Acquisitions PLC 9.63%, due 10/01/2012 2,620 2,934 Paperboard Containers & Boxes (0.3%) Greif Bros. Corporation 8.88%, due 08/01/2012 845 930 Kappa Beheer BV 10.63%, due 07/15/2009 1,195 1,279 Petroleum & Petroleum Products (0.3%) Barrett Resources Corporation 7.55%, due 02/01/2007 2,120 2,268 Petroleum Refining (0.6%) CITGO Petroleum Corporation 11.38%, due 02/01/2011 1,075 1,247 Premcor Refining Group Inc. (The)-144A (b) 7.75%, due 02/01/2012 790 814 Tesoro Petroleum Corporation 8.00%, due 04/15/2008 1,505 1,599 Pharmaceuticals (0.4%) Alpharma Inc.-144A 8.63%, due 05/01/2011 1,480 1,499 AmerisourceBergen Corporation 7.25%, due 11/15/2012 790 851 Primary Metal Industries (0.7%) Commonwealth Industries, Inc. 10.75%, due 10/01/2006 735 750 Kaiser Aluminum & Chemical Corporation (e) 9.88%, due 02/15/2049 80 72 MMI Products, Inc. 11.25%, due 04/15/2007 550 448 Russell Metals, Inc. 10.00%, due 06/01/2009 55 58 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 8 MFS High Yield - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ------------------------- --------------- Primary Metal Industries (continued) Steel Dynamics, Inc. 9.50%, due 03/15/2009 $ 1,600 $ 1,776 United States Steel Corporation 9.75%, due 05/15/2010 1,440 1,620 Printing & Publishing (2.8%) Dex Media, Inc.-144A 8.00%, due 11/15/2013 1,800 1,890 Dex Media East LLC (Dex Media Finance Co.) 9.88%, due 11/15/2009 2,730 3,126 Dex Media West LLC (Dex Media Finance Co.)-144A 8.50%, due 08/15/2010 230 256 9.88%, due 08/15/2013 2,600 3,023 Hollinger Inc.-144A 11.88%, due 03/01/2011 655 711 Hollinger International Publishing Inc.-144A 9.00%, due 12/15/2010 2,000 2,125 MediaNews Group, Inc.-144A 6.88%, due 10/01/2013 1,900 1,933 Moore North America Finance, Inc.-144A 7.88%, due 01/15/2011 845 957 Primedia Inc. 8.88%, due 05/15/2011 1,280 1,350 Primedia Inc.-144A 8.00%, due 05/15/2013 2,000 2,040 TransWestern Publishing Company LLC 9.63%, due 11/15/2007 950 983 Radio & Television Broadcasting (3.4%) Allbritton Communications Company 7.75%, due 12/15/2012 3,170 3,289 CanWest Media Inc. 10.63%, due 05/15/2011 805 920 7.63%, due 04/15/2013 495 542 Emmis Communications Corporation (l) 0.00%, due 03/15/2011 2,606 2,414 Granite Broadcasting Corporation 10.38%, due 05/15/2005 939 940 Granite Broadcasting Corporation-144A (b) 9.75%, due 12/01/2010 3,230 3,222 Paxson Communications Corporation 10.75%, due 07/15/2008 (b) 850 928 0.00%, due 01/15/2009 (i) 2,525 2,216 Radio One, Inc. 8.88%, due 07/01/2011 800 882 Spanish Broadcasting System, Inc. 9.63%, due 11/01/2009 3,485 3,719 Principal Value ------------------------- --------------- Radio & Television Broadcasting (continued) Videotron Ltee-144A 6.88%, due 01/15/2014 $ 2,355 $ 2,432 Young Broadcasting Inc. 8.50%, due 12/15/2008 1,215 1,306 Railroads (0.2%) Kansas City Southern 7.50%, due 06/15/2009 1,105 1,133 TFM, S.A. de C.V. 12.50%, due 06/15/2012 394 449 Real Estate (0.3%) CBRE Escrow, Inc.-144A 9.75%, due 05/15/2010 1,620 1,798 Forest City Enterprises, Inc. 7.63%, due 06/01/2015 230 244 Retail Trade (1.4%) Alimentation Couche-Tard Inc.-144A 7.50%, due 12/15/2013 455 477 AmeriGas Partners, L.P. 8.88%, due 05/20/2011 1,810 1,991 Cole National Group 8.88%, due 05/15/2012 1,885 2,017 Cole National Group, Inc. 8.63%, due 08/15/2007 1,485 1,515 Finlay Enterprises, Inc. 9.00%, due 05/01/2008 1,875 1,920 Finlay Fine Jewelry Corporation 8.38%, due 05/01/2008 1,322 1,368 Rubber & Misc. Plastic Products (0.8%) Foamex L.P. (Foamex Capital Corporation) 10.75%, due 04/01/2009 1,780 1,695 Formica Corporation (e) 10.88%, due 03/01/2009 100 18 Graham Packaging Holdings Company (GPC Capital Corp.)-144A 8.75%, due 01/15/2008 2,200 2,250 Plastipak Holdings, Inc. 10.75%, due 09/01/2011 980 1,090 Social Services (0.5%) Kindercare Learning Centers, Inc. 9.50%, due 02/15/2009 3,485 3,537 Stone, Clay & Glass Products (2.0%) Hexcel Corporation 9.88%, due 10/01/2008 470 530 9.75%, due 01/15/2009 (b) 2,820 2,954 Owens-Brockway Glass Container Inc. 8.88%, due 02/15/2009 3,230 3,541 8.75%, due 11/15/2012 2,300 2,562 8.25%, due 05/15/2013 3,120 3,350 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 9 MFS High Yield - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ------------------------- -------------- Telecommunications (8.0%) Centennial Communications Corp. 10.75%, due 12/15/2008 (b) $ 175 $ 185 10.13%, due 06/15/2013 2,565 2,815 Cincinnati Bell Inc.-144A 7.25%, due 07/15/2013 1,230 1,292 8.38%, due 01/15/2014 710 763 Dobson Communications Corporation-144A (b) 8.88%, due 10/01/2013 2,970 3,007 Energis PLC (e) 0.00%, due 06/15/2009 70 1 Esprit Telecom Group PLC 10.88%, due 06/15/2008 15 (d) FairPoint Communications, Inc. 11.88%, due 03/01/2010 625 728 Millicom International Cellular-Series 144A 10.00%, due 12/01/2013 1,255 1,324 Nextel Communications, Inc. 7.38%, due 08/01/2015 8,515 9,154 Qwest Capital Funding, Inc. (b) 7.25%, due 02/15/2011 5,000 4,924 Qwest Corporation-144A 13.50%, due 12/15/2010 7,555 9,179 9.13%, due 03/15/2012 2,800 3,213 Rural Cellular Corporation (b) 9.75%, due 01/15/2010 1,770 1,730 9.88%, due 02/01/2010 2,255 2,402 Time Warner Telecom Inc. (b) 10.13%, due 02/01/2011 2,000 2,130 Triton PCS, Inc. 8.75%, due 11/15/2011 (b) 1,935 1,906 8.50%, due 06/01/2013 1,365 1,467 Western Wireless Corporation-Class A 9.25%, due 07/15/2013 2,900 3,060 WorldCom, Inc. 7.50%, due 05/15/2011 9,775 3,275 Textile Mill Products (0.6%) Collins and Aikman Products 10.75%, due 12/31/2011 2,092 2,055 Interface, Inc. (b) 10.38%, due 02/01/2010 1,763 1,864 Transportation & Public Utilities (0.8%) El Paso Production Holding Co.-144A 7.75%, due 06/01/2013 4,105 4,042 Plains All American Pipeline, L.P. 7.75%, due 10/15/2012 1,105 1,275 Transportation Equipment (0.1%) Bombardier Recreational Products-144A 8.38%, due 12/15/2013 760 794 Principal Value ------------------------- -------------- Trucking & Warehousing (0.5%) Iron Mountain Incorporated 8.63%, due 04/01/2013 $ 1,585 $ 1,712 7.75%, due 01/15/2015 1,770 1,854 Variety Stores (0.1%) Dollar General Corporation 8.63%, due 06/15/2010 390 438 Wholesale Trade Durable Goods (0.5%) Fisher Scientific International Inc. 8.13%, due 05/01/2012 3,075 3,298 Jorgensen (Earle M.) Company 9.75%, due 06/01/2012 175 194 Wholesale Trade Nondurable Goods (0.5%) Pinnacle Foods, Inc.-144A 8.25%, due 12/01/2013 310 321 Roundy's, Inc. 8.88%, due 06/15/2012 2,890 3,085 --------- Total Corporate Debt Securities (cost: $565,771) 604,335 --------- CONVERTIBLE BONDS (0.1%) Communication (0.0%) CSC Holdings, Inc. 11.13%, due 04/01/2008 173 182 Telecommunications (0.1%) Jazztel PLC (e) 12.00%, due 10/30/2012 9 6 Nextel Communications, Inc. 5.25%, due 01/15/2010 400 406 --------- Total Convertible Bonds (cost: $629) 594 --------- Shares Value -------- --------------- CONVERTIBLE PREFERRED STOCKS (0.1%) Communications Equipment (0.1%) Alamosa PCS Holdings, Inc. 2,742 $ 946 --------- Total Convertible Preferred Stocks (cost: $0) 946 --------- PREFERRED STOCKS (0.0%) Automotive (0.0%) Hayes Lemmerz International, Inc. 12 1 Printing & Publishing (0.0%) Primedia Inc.-Series H 1,400 127 Telecommunications (0.0%) NTL Europe, Inc. 2 (d) --------- Total Preferred Stocks (cost: $127) 128 -------- COMMON STOCKS (0.0%) Automotive (0.0%) Hayes Lemmerz International, Inc. (a) 3,536 64 Hayes Lemmerz International, Inc. (a) 80,000 (d) The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 10 MFS High Yield - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------- -------------- Chemicals & Allied Products (0.0%) Sterling Chemicals, Inc.-warrants, (a)(m) Expires 12/31/2008 183 $ (d) Sterling Chemicals, Inc. (a) 113 3 Communication (0.0%) XM Satellite Radio Inc.-warrants, Expires 03/15/2010 65 1 Fabricated Metal Products (0.0%) Oxford Automotive, Inc. (a) 21 5 Industrial Machinery & Equipment (0.0%) Simonds Industries, Inc. (a) 206 1 Thermadyne Holdings Corporation-Series A-warrants, Expires 05/23/2004 279 (d) Thermadyne Holdings Corporation-Series B-warrants, Expires 05/23/2006 169 (d) Thermadyne Holdings Corporation (a) 177 2 Paper & Allied Products (0.0%) Pliant Corporation-warrants, Expires 06/01/2010 40 (d) Telecommunications (0.0%) Allstream Inc.-Class A 4 (d) Allstream Inc.-Class B 215 12 CompleTel Europe NV (a) 642 23 GT Group Telecom Inc.-warrants, Expires 02/01/2010 200 (d) ITC DeltaCom, Inc. (a) 3,475 21 Jazztel PLC (a) 28,006 12 NTL Incorporated (a) 1,521 106 VersaTel Telecom International NV (a) 972 2 ------- Total Common Stocks (cost: $499) 252 ------- Principal Value ------------------------- --------------- SECURITY LENDING COLLATERAL (17.8%) Debt (14.2%) Bank Notes (0.7%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 553 $ 553 Fleet National Bank 1.00%, due 01/21/2004 2,075 2,075 National Bank of Commerce 1.19%, due 04/21/2004 1,729 1,729 Commercial Paper (3.6%) Compass Securitization-144A 1.08%, due 01/22/2004 1,037 1,037 Delaware Funding Corporation 1.08%, due 01/07/2004 689 689 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 1,037 1,037 Principal Value ------------------------- --------------- Commercial Paper (continued) 1.09%, due 01/13/2004 $ 692 $ 692 1.08%, due 02/05/2004 1,380 1,380 General Electric Capital Corporation 1.09%, due 01/08/2004 1,724 1,724 1.09%, due 01/09/2004 1,037 1,037 1.08%, due 01/16/2004 1,377 1,377 Govco Incorporated-144A 1.07%, due 02/05/2004 1,727 1,727 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 1,726 1,726 1.09%, due 02/06/2004 1,726 1,726 1.10%, due 02/09/2004 1,008 1,008 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 1,726 1,726 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 1,037 1,037 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 2,004 2,004 1.08%, due 02/17/2004 3,451 3,451 Sheffield Receivables-144A 1.09%, due 01/21/2004 692 692 Euro Dollar Overnight (0.7%) BNP Paribas SA 0.97%, due 01/07/2004 3,458 3,458 Credit Agricole Indosuez 0.98%, due 01/02/2004 138 138 1.08%, due 01/06/2004 1,314 1,314 Euro Dollar Terms (3.5%) Bank of Montreal 1.06%, due 01/15/2004 675 675 1.06%, due 02/17/2004 1,383 1,383 Bank of Scotland 1.06%, due 04/02/2004 1,037 1,037 Citigroup Inc. 1.10%, due 01/22/2004 1,037 1,037 1.09%, due 02/06/2004 1,383 1,383 Credit Agricole Indosuez 1.08%, due 01/28/2004 692 692 Den Danske Bank 1.08%, due 01/20/2004 3,458 3,458 1.02%, due 01/30/2004 1,729 1,729 Royal Bank of Canada 1.05%, due 02/27/2004 3,458 3,458 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 2,075 2,075 1.08%, due 01/15/2004 692 692 1.08%, due 01/20/2004 346 346 Svenska Handelsbanken AB 1.09%, due 01/15/2004 346 346 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 11 MFS High Yield - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value --------------- ------------ Euro Dollar Terms (continued) Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 $ 2,075 $ 2,075 Wells Fargo & Company 1.04%, due 01/30/2004 2,766 2,766 Master Notes (1.0%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 1,383 1,383 1.14%, due 09/08/2004 2,075 2,075 Morgan Stanley 1.05%, due 06/21/2004 3,319 3,318 Medium Term Notes (0.7%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 3,458 3,457 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 1,037 1,037 Repurchase Agreements (4.0%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $8,091 on 01/02/2004 8,091 8,091 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $10,995 on 01/02/2004 10,995 10,995 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $6,569 on 01/02/2004 6,569 6,569 Shares Value ---------------- ------------ Investment Companies (3.6%) Money Market Funds (3.6%) American AAdvantage Select Fund 1-day yield 1.00% 1,696,040 $ 1,696 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 4,141,008 4,141 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 18,006,471 18,006 --------- Total Security Lending Collateral (cost: $117,257) 117,257 --------- Total Investment Securities (cost: $690,808) $ 730,218 ========= SUMMARY: Investments, at value 110.3 % $ 730,218 Liabilities in excess of other assets (10.3)% (67,922) ---------- --------- Net assets 100.0 % $ 662,296 ========== ========= FORWARD FOREIGN CURRENCY CONTRACTS: - ------------------------------------------------------------------- Amount in Net Unrealized Bought Settlement U.S. Dollars Appreciation Currency (Sold) Date Bought (Sold) (Depreciation) - ------------- -------- ------------ --------------- --------------- Euro Dollar (195) 01/13/2004 $ (228) $ (18) NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $114,380. (c) Cash collateral for the Repurchase Agreements, valued at $26,168, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) Value is less than $1. (e) Securities are currently in default on interest payments. (f) Securities are stepbonds. Alamosa (Delaware), Inc. has a coupon rate 0.00% until 07/31/2005, thereafter the coupon rate will be 12.00%. (g) Securities are stepbonds. J. Crew Intermediate LLC has a coupon rate 0.00% until 11/15/2005, thereafter the coupon rate will be 16.00%. (h) Securities are stepbonds. JohnsonDiversey, Inc.has a coupon rate 0.00% until 05/15/2007, thereafter the coupon rate will be 10.67%. (i) Securities are stepbonds. Paxson Communications Corporation has a coupon rate 0.00% until 01/15/2006, thereafter the coupon rate will be 12.25%. (j) Securities are stepbonds. Telewest Communications PLC has a coupon rate 0.00% until 04/15/2004, thereafter the coupon rate will be 9.25%. (k) Securities are stepbonds. XM Satellite Radio Holdings Inc. has a coupon rate 0.00% until 12/31/2005, thereafter the coupon rate will be 14.00%. (l) Securities are stepbonds. Emmis Communications Corporation has a coupon rate 0.00% until 03/15/2006, thereafter the coupon rate will be 12.50%. (m) Security value is determined in good faith in accordance with procedures by the Fund's Board of Directors. Securities are illiquid. DEFINITIONS: 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2003, these securities aggregated $148,475 or 22.42% of the net assets of the fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 12 MFS High Yield - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $690,808) (including $114,380 of securities loaned) $730,218 Cash 36,872 Foreign cash (cost: $6) 6 Receivables: Interest 12,911 Dividends 3 Other 103 --------- 780,113 --------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 452 Distribution fees 2 Payable for collateral for securities on loan 117,257 Unrealized depreciation on forward foreign currency contracts 18 Other 88 --------- 117,817 --------- Net Assets $662,296 ========= Net Assets Consist of: Capital stock, 150,000 shares authorized ($.01 par value) $ 644 Additional paid-in capital 580,594 Undistributed net investment income (loss) 39,742 Undistributed net realized gain (loss) from investment securities and foreign currency transactions 1,921 Net unrealized appreciation (depreciation) on: Investment securities 39,410 Translation of assets and liabilities denominated in foreign currencies (15) --------- Net Assets $662,296 ========= Shares Outstanding: Initial Class 64,292 Service Class 123 Net Asset Value and Offering Price Per Share: Initial Class $ 10.28 Service Class 10.37 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $43,690 Dividends 16 Income from loaned securities-net 229 ------- 43,935 ------- Expenses: Management and advisory fees 4,060 Transfer agent fees 2 Printing and shareholder reports 23 Custody fees 89 Administration fees 20 Legal fees 6 Auditing and accounting fees 12 Directors fees 18 Other 15 Service fees: Service Class 2 ------- Total Expenses 4,247 ------- Net Investment Income (Loss) 39,688 ------- Net Realized Gain (Loss) from: Investment securities 7,543 Foreign currency transactions (61) ------- 7,482 ------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 40,052 Translation of assets and liabilities denominated in foreign currencies (7) ------- 40,045 ------- Net Gain (Loss) on Investment Securities and Foreign Currency Transactions 47,527 ------- Net Increase (Decrease) in Net Assets Resulting from Operations $87,215 ======= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 13 MFS High Yield - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 39,688 $ 6,110 Net realized gain (loss) from investment securities and foreign currency transactions 7,482 (3,291) Net unrealized appreciation (depreciation) on investment securities and foreign currency translation 40,045 2,010 -------- --------- 87,215 4,829 -------- --------- Distributions to Shareholders: From net investment income: Initial Class (6,088) (2,283) Service Class (1) - -------- --------- (6,089) (2,283) -------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 407,988 251,640 Service Class 6,089 - -------- --------- 414,077 251,640 -------- --------- Dividends and distributions reinvested: Initial Class 6,088 2,283 Service Class 1 - -------- --------- 6,089 2,283 -------- --------- Cost of shares redeemed: Initial Class (90,433) (32,929) Service Class (4,934) - -------- --------- (95,367) (32,929) -------- --------- 324,799 220,994 -------- --------- Net increase (decrease) in net assets 405,925 223,540 -------- --------- Net Assets: Beginning of year 256,371 32,831 -------- --------- End of year $662,296 $ 256,371 ======== ========= Undistributed Net Investment Income (Loss) $ 39,742 $ 6,083 ======== ========= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 44,087 28,846 Service Class 618 - ---------- --------- 44,705 28,846 ---------- --------- Shares issued-reinvested from distributions: Initial Class 657 271 Service Class - - ---------- --------- 657 271 ---------- --------- Shares redeemed: Initial Class (9,513) (3,747) Service Class (495) - ---------- --------- (10,008) (3,747) ---------- --------- Net increase (decrease) in shares outstanding 35,354 25,370 ========== ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 14 MFS High Yield - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 8.83 $ 0.72 $ 0.83 $ 1.55 12/31/2002 8.90 0.60 (0.43) 0.17 12/31/2001 9.06 0.69 (0.34) 0.35 12/31/2000 10.09 0.68 (1.18) (0.50) 12/31/1999 9.69 0.47 0.09 0.56 - --------------- ---------- --------- -------- --------- --------- Service Class 12/31/2003 9.48 0.50 0.42 0.92 - --------------- ---------- --------- -------- --------- --------- For a share outstanding throughout each period (a) ---------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Year ------------ ---------- --------------- ------------ Initial Class $ (0.10) $ - $ (0.10) $ 10.28 (0.24) - (0.24) 8.83 (0.51) - (0.51) 8.90 (0.53) - (0.53) 9.06 (0.16) - (0.16) 10.09 - --------------- --------- --- --------- --------- Service Class (0.03) - (0.03) 10.37 - --------------- --------- --- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 17.74% $ 661,026 0.81% 0.81% 7.58% 64% 12/31/2002 2.07 256,371 0.91 0.91 6.85 38 12/31/2001 3.78 32,831 1.10 1.12 7.57 50 12/31/2000 (5.18) 21,733 1.13 1.14 7.87 57 12/31/1999 5.82 20,015 1.22 1.27 7.07 77 - --------------- ---------- ----- --------- ---- ---- ---- -- Service Class 12/31/2003 9.74 1,270 1.03 1.03 7.45 64 - --------------- ---------- ----- --------- ---- ---- ---- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-June 1, 1998 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) For the year ended December 31, 2003, Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment advisor, if any, (see note 2). For the year ended December 31, 2002, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly. For the year ended December 31, 2001 and prior years, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly and credits allowed by the custodian. (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 15 MFS High Yield - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. MFS High Yield ("the Fund"), part of ATSF, began operations as Endeavor High Yield Portfolio, a part of the Endeavor Series Trust, on June 1, 1998. The Fund became part of ATSF on May 1, 2002. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $98 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 16 MFS High Yield - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amounts of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as in the Schedule of Investments. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (ie: through the assets allocation funds): Net % of Assets Net Assets ------------ ----------- Asset Allocation-Conservative Portfolio $ 109,464 17% Asset Allocation-Moderate Growth Portfolio 126,194 19% Asset Allocation-Moderate Portfolio 208,796 32% Select+ Conservative 570 0% Select+ Growth & Income 516 0% -- 68% == Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.775% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit implemented on January 1, 2003: 1.08% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 17 MFS High Yield - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) insurance companies for provid-ing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $23. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 646,949 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 303,815 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (4) Undistributed net investment income (loss) 60 Undistributed net realized capital gains (loss) (56) The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 2,283 Long-term capital gains - 2003 Distributions paid from: Ordinary income 6,089 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 42,778 ======== Undistributed Long-term Capital Gains $ - ======== Capital Loss Carryforward $ - ======== Post October Currency Loss $ (20) ======== Post October Capital Loss $ (447) ======== Net Unrealized Appreciation (Depreciation) $ 39,038 ======== The capital loss carryforward utilized during the period December 31, 2003, was $4,612. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $691,180 ======== Unrealized Appreciation $ 43,100 Unrealized (Depreciation) (4,062) -------- Net Unrealized Appreciation (Depreciation) $ 39,038 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 18 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of MFS High Yield In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of MFS High Yield (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 MFS High Yield 19 Munder Net50 - -------------------------------------------------------------------------------- MARKET ENVIRONMENT Internet and technology stocks continued their strong performance from the fourth quarter of 2002 into 2003. The fundamental drivers of the share price movement were strong and accelerating. Further, revenue and earnings estimates continued to improve. Broadband adoption continued in 2003 both domestically and internationally. While we are still a long way from saturation, we are moving rapidly toward 30% domestic broadband penetration. This should be a key milestone for the Internet as broadband drives usage growth and draws the attention of advertisers. Going forward we believe the strength of online advertising to continue to accelerate. Yahoo! Inc. ("Yahoo"), on their quarterly call, indicated that they expect better than 25% growth in 2004. While Yahoo takes at least their share of this renewed interest in advertising, we believe that other companies will participate in the resurgence in optimism that the online media can deliver a branded and targeted message. PERFORMANCE For the year ended December 31, 2003, Munder Net50 returned 66.60%. By comparison, its primary benchmark, the Standard and Poor's 500 Composite Stock Index and its secondary benchmark, the Inter@active Week Internet Index returned 28.67% and 73.12%, respectively. STRATEGY REVIEW The key driver for revenues on the Web is usage, specifically broadband usage. We are pleased that both telecommunication and cable companies are engaged in a healthy competition for the consumer. Yahoo and SBC Communications Inc. offer a branded broadband offering at only $26.95 per month. Dial up pricing is also hotly contested by companies such as United Online, Inc. The growth in usage is not only domestic, but also international. Both Europe and the Asia Pacific have demonstrated strong dialup and broadband growth. eMarketer, Inc. is estimating there will be 30 million broadband households domestically with an additional 87 million internationally. This growing population of increasingly broadband connected Internet users provides a fertile environment for businesses. Where once we counted page-views and eyeballs, we can now turn our analytic abilities to the more traditional study of income statement analysis. Companies engaged in e-commerce saw accelerating growth into and through the holiday season. Consumers are looking to the online marketplace not only because it is convenient, but also there are perceived cost savings available. According to eMarketer.com online commerce should grow to more than $110 billion dollars domestically in 2004. Companies are starting to become aware of the impact online marketing has on offline commerce. Jupiter Research Ltd. predicts that in 2004, the Internet will influence fully 20% or $352 billion dollars of retail sales. As a testament to the growing popularity of online shopping, eBay, Inc. is now the largest used car dealer on the planet. Advertising is the second revenue stream to be aware of when looking at online companies. Analysts are looking for 20% growth or better in 2004. We believe this type of growth will continue for the next several years as the disparity between media consumption habits and the allocation of advertising dollars closes. In 2004 U.S. Bancorp is looking for $8.1 billion dollars in online advertising spending, a 21% increase over 2003. This should approximate something less than 2% of all advertising dollars domestically. Media consumption online represents 15% and online media influences 20% of all commerce. Clearly there is some room for growth in 2004 and beyond. It is important for investors to recognize that subscription revenues are increasingly a growing part of the investment case for Internet companies. Yahoo announced on their 4th quarter call that they had increased their paying subscribers 120% during 2003 to 4.9 million. While this is less than 2% of unique visitors it is their fastest growing category of Yahoo user metrics. These metrics provide an attractive backdrop for investing in online companies. The impact of the emerging digital economy is undeniable. A quick look at the transformation going on in recruiting, digital media and the travel industry will reveal companies like Monster Worldwide, Inc., Apple Computer, Inc. and InterActiveCorp completely unseating the incumbents of entire industries. We believe this transformation will continue over the next several decades until companies are measured not only by their balance sheets and income statements but also by how they deploy technology and embrace their employees, suppliers and consumers. /s/ Paul T. Cook Paul T. Cook Portfolio Manager Munder Capital Management AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Munder Net50 1 Munder Net50 - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/3/99 through 12/31/03 Initial Class S&P 500 Inter@active 5/3/99 $10,000 $10,000 $10,000 6/30/99 10,700 10,306 9,415 9/30/99 10,090 9,663 9,728 12/31/99 11,782 11,100 17,260 3/31/00 12,295 11,354 18,708 6/30/00 12,159 11,053 14,910 9/30/00 12,226 10,946 15,128 12/31/00 11,709 10,090 8,417 3/31/01 10,870 8,895 5,042 6/30/01 11,881 9,415 5,689 9/30/01 6,298 8,034 3,081 12/31/01 8,733 8,892 4,394 3/31/02 7,716 8,916 3,637 6/30/02 5,443 7,723 2,470 9/30/02 4,307 6,389 1,889 12/31/02 5,379 6,928 2,498 3/31/03 5,639 6,709 2,527 6/30/03 7,717 7,742 3,361 9/30/03 8,150 7,947 3,594 12/31/03 8,961 8,913 4,324 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ------------- ---------- Initial Class 66.60% (2.33)% 5/3/99 S&P 500(1) 28.67% (2.43)% 5/3/99 IIX(1) 73.12% (16.43)% 5/3/99 - ---- ----- ------ ------ Service Class - 39.39% 5/1/03 - --------------- ----- ------ ------ NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index and Inter@active Week Internet (IIX) Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. For the S&P 500 Index only, Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http:// www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. Munder Net50 had extensive technology holdings, which had exceptional growth during the past 12 months. Investing in technology stocks generally involves greater volatility and risks so an investment in the portfolio may not be appropriate for everyone. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. Investing in Internet-related businesses involves special risks, including aggressive product pricing, short product cycles, product obsolescence and high price volatility due to a rapidly changing technology. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Munder Net50 2 Munder Net50 - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- -------------- COMMON STOCKS (94.7%) Business Services (22.2%) Akamai Technologies, Inc. (a) 9,500 $ 102 aQuantive, Inc. (a) 27,000 277 Ask Jeeves, Inc. (a)(b) 19,600 355 Bankrate, Inc. (a) 11,300 140 Ctrip.com International, Ltd.-ADR (a) 1,500 51 Digital Insight Corporation (a) 87,600 2,181 DoubleClick Inc. (a) 239,600 2,450 eBay Inc. (a) 65,000 4,198 FindWhat.com (a)(b) 8,200 154 Getty Images, Inc. (a) 43,700 2,192 Monster Worldwide, Inc. (a)(b) 168,500 3,700 NetEase.com, Inc.-ADR (a)(b) 13,800 509 Websense, Inc. (a)(b) 17,800 520 Communications Equipment (0.5%) Nokia Oyj-ADR 18,600 316 QUALCOMM Incorporated (b) 1,800 97 Computer & Data Processing Services (30.1%) Check Point Software Technologies, Ltd. (a) 97,300 1,637 Groupe Wanadoo SA (a) 26,700 219 Internet Security Systems, Inc. (a) 11,900 224 lastminute.com plc (a) 199,000 792 Macromedia, Inc. (a) 10,000 178 Micromuse Inc. (a) 64,700 446 Microsoft Corporation 122,400 3,371 MicroStrategy Incorporated-Class A (a) 54 3 MicroStrategy Incorporated-warrants, Expires 06/24/2007 35 (e) Network Associates, Inc. (a) 19,600 295 Oracle Corporation (a) 164,100 2,166 Red Hat, Inc. (a) 85,300 1,601 SINA Corporation (a)(b) 14,300 483 Sohu.com Inc. (a)(b) 11,300 339 SportsLine.com, Inc. (a) 98,700 125 Symantec Corporation (a)(b) 7,600 263 TIBCO Software Inc. (a) 116,700 790 T-Online International AG (a)(b) 15,700 204 United Online, Inc. (a)(b) 49,538 832 VeriSign, Inc. (a) 160,900 2,623 VERITAS Software Corporation (a) 34,919 1,298 webMethods, Inc. (a) 53,500 490 Yahoo! Inc. (a) 98,000 4,427 Computer & Office Equipment (14.2%) Apple Computer, Inc. (a) 40,100 857 Cisco Systems, Inc. (a) 120,000 2,915 Dell Computer Corporation (a) 56,900 1,932 EMC Corporation (a) 118,600 1,532 Shares Value -------------------- -------------- Computer & Office Equipment (continued) Extreme Networks, Inc. (a) 65,400 $ 472 Lexmark International Group, Inc. (a)(b) 17,500 1,376 NetScreen Technologies, Inc. (a) 27,300 676 Network Appliance, Inc. (a)(b) 35,900 737 SurfControl PLC (a) 16,400 220 Educational Services (0.6%) University of Phoenix Online (a) 6,800 469 Electronic Components & Accessories (0.1%) Applied Micro Circuits Corporation (a) 15,700 94 Holding & Other Investment Offices (0.7%) InterDitgital Communications Corporation (a) 25,200 520 Management Services (1.0%) DiamondCluster International, Inc.- Class A (a) 48,400 494 Harris Interactive Inc. (a) 27,600 229 Motion Pictures (6.6%) CNET Networks, Inc. (a) 170,400 1,162 Macrovision Corporation (a) 6,700 151 Netflix, Inc. (a)(b) 20,800 1,138 Time Warner Inc. (a) 140,600 2,529 Retail Trade (4.4%) 1-800-FLOWERS.COM, Inc. (a) 109,300 1,209 Amazon.com, Inc. (a)(b) 20,600 1,084 Autobytel, Inc. (a)(b) 60,000 545 priceline.com Incorporated (a)(b) 15,400 276 RedEnvelope, Inc. (a)(b) 12,000 200 Savings Institutions (0.9%) Bank United Corp.-litigation rights 600 (e) NetBank, Inc. 48,400 646 Security & Commodity Brokers (5.7%) Ameritrade Holding Corporation- Class A (a)(b) 150,200 2,113 E*TRADE Group, Inc. (a) 171,700 2,172 Transportation & Public Utilities (6.2%) ebookers PLC (a) 42,200 299 InterActiveCorp-warrants, Expires 02/04/2009 652 28 InterActiveCorp (a)(b) 119,227 4,045 Orbitz, Inc.-Class A (a)(b) 14,100 327 Wholesale Trade Durable Goods (1.5%) Digital River, Inc. (a)(b) 52,600 1,162 -------- Total Common Stocks (cost: $60,851) 71,657 -------- The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Munder Net50 3 Munder Net50 - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value --------------------- --------------- SHORT-TERM OBLIGATIONS (5.3%) Investor's Bank & Trust Company (d) 0.72%, Repurchase Agreement dated 12/31/2003 to be repurchased at $4,041 on 01/02/2004 $ 4,041 $ 4,041 ---------- Total Short-Term Obligations (cost: $4,041) 4,041 ---------- SECURITY LENDING COLLATERAL (23.0%) Debt (18.3%) Bank Notes (0.9%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 82 82 Fleet National Bank 1.00%, due 01/21/2004 308 308 National Bank of Commerce 1.19%, due 04/21/2004 257 257 Commercial Paper (4.7%) Compass Securitization-144A 1.08%, due 01/22/2004 154 154 Delaware Funding Corporation 1.08%, due 01/07/2004 102 102 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 154 154 1.09%, due 01/13/2004 103 103 1.08%, due 02/05/2004 205 205 General Electric Capital Corporation 1.09%, due 01/08/2004 256 256 1.09%, due 01/09/2004 154 154 1.08%, due 01/16/2004 204 204 Govco Incorporated-144A 1.07%, due 02/05/2004 256 256 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 256 256 1.09%, due 02/06/2004 256 256 1.10%, due 02/09/2004 150 150 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 256 256 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 154 154 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 298 298 1.08%, due 02/17/2004 512 512 Sheffield Receivables-144A 1.09%, due 01/21/2004 103 103 Euro Dollar Overnight (1.0%) BNP Paribas SA 0.97%, due 01/07/2004 513 513 Credit Agricole Indosuez 0.98%, due 01/02/2004 21 21 1.08%, due 01/06/2004 195 195 Principal Value --------------------- --------------- Euro Dollar Terms (4.5%) Bank of Montreal 1.06%, due 01/15/2004 $ 100 $ 100 1.06%, due 02/17/2004 205 205 Bank of Scotland 1.06%, due 04/02/2004 154 154 Citigroup Inc. 1.10%, due 01/22/2004 154 154 1.09%, due 02/06/2004 205 205 Credit Agricole Indosuez 1.08%, due 01/28/2004 103 103 Den Danske Bank 1.08%, due 01/20/2004 513 513 1.02%, due 01/30/2004 257 257 Royal Bank of Canada 1.05%, due 02/27/2004 513 513 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 308 308 1.08%, due 01/15/2004 103 103 1.08%, due 01/20/2004 51 51 Svenska Handelsbanken AB 1.09%, due 01/15/2004 51 51 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 308 308 Wells Fargo & Company 1.04%, due 01/30/2004 411 411 Master Notes (1.3%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 205 205 1.14%, due 09/08/2004 308 308 Morgan Stanley 1.05%, due 06/21/2004 493 493 Medium Term Notes (0.9%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 513 513 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 154 154 Repurchase Agreements (5.0%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $1,202 on 01/02/2004 1,202 1,202 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $1,634 on 01/02/2004 1,634 1,634 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $975 on 01/02/2004 975 975 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Munder Net50 4 Munder Net50 - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ------------ ----------- Investment Companies (4.7%) Money Market Funds (4.7%) American AAdvantage Select Fund 1-day yield of 1.00% 251,825 $ 252 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 614,849 615 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 2,673,565 2,674 -------- Total Security Lending Collateral (cost: $17,410) 17,410 -------- Total Investment Securities (cost: $82,302) $ 93,108 ======== SUMMARY: Investments, at value 123.0 % $ 93,108 Liabilities in excess of other assets (23.0)% (17,417) ----- --------- Net assets 100.0 % $ 75,691 ===== ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $16,700. (c) Cash collateral for the Repurchase Agreements, valued at $3,885, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) At December 31, 2003, repurchase agreements are collateralized by $22,142 Fannie Mae ARM-313915 (4.14%, due 10/01/2024) with a market value and accrued interest of $4,243. (e) Value is less than $1. DEFINITIONS: ADR American Depositary Receipt ARM Adjustable Rate Mortgage 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Munder Net50 5 Munder Net50 - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $82,302) (including $16,700 of securities loaned) $93,108 Cash 52 Receivables: Investment securites sold 5 Interest 1 Other 12 -------- 93,178 -------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 60 Distribution fees 1 Payable for collateral for securities on loan 17,410 Other 16 -------- 17,487 -------- Net Assets $75,691 ======== Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 91 Additional paid-in capital 73,369 Accumulated net investment income (loss) (2) Accumulated net realized gain (loss) from investment securities and foreign currency transactions (8,573) Net unrealized appreciation (depreciation) on investment securities 10,806 --------- Net Assets $75,691 ========= Shares Outstanding: Initial Class 9,050 Service Class 91 Net Asset Value and Offering Price Per Share: Initial Class $ 8.28 Service Class 8.28 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 8 Dividends 23 Income from loaned securities-net 12 Less withholding taxes on foreign dividends (1) ------- 42 ------- Expenses: Management and advisory fees 304 Transfer agent fees 2 Printing and shareholder reports 15 Custody fees 12 Administration fees 21 Auditing and accounting fees 10 Directors fees 1 Service fees: Service Class 1 ------- Total expenses 366 Less: Advisory fee waiver (27) ------- Net expenses 339 ------- Net Investment Income (Loss) (297) ------- Net Realized Gain (Loss) from: Investment securities (3,202) Foreign currency transactions (20) ------- (3,222) ------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 14,888 ------- Net Gain (Loss) on Investment Securities and Foreign Currency Transactions 11,666 ------- Net Increase (Decrease) in Net Assets Resulting from Operations $11,369 ======= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Munder Net50 6 Munder Net50 - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (297) $ (80) Net realized gain (loss) from investment securities and foreign currency transactions (3,222) (2,811) Net unrealized appreciation (depreciation) on investment securities 14,888 (2,243) ------- ------- 11,369 (5,134) ------- ------- Distributions to Shareholders: From net investment income: Initial Class - - Service Class - - ------- ------- - - ------- ------- From net realized gains: Initial Class - - Service Class - - ------- ------- - - ------- ------- Capital Share Transactions: Proceeds from shares sold: Initial Class 68,245 15,952 Service Class 1,228 - ------- ------- 69,473 15,952 ------- ------- Dividends and distributions reinvested: Initial Class - - Service Class - - ------- ------- - - ------- ------- Cost of shares redeemed: Initial Class (18,214) (8,467) Service Class (533) - -------- ------- (18,747) (8,467) -------- ------- 50,726 7,485 -------- ------- Net increase (decrease) in net assets 62,095 2,351 -------- ------- Net Assets: Beginning of year 13,596 11,245 -------- ------- End of year $75,691 $13,596 ======= ======= Accumulated Net Investment Income (Loss) $ (2) $ - ======= ======= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 9,279 2,811 Service Class 160 - -------- -------- 9,439 2,811 -------- -------- Shares issued-reinvested from distributions: Initial Class - - Service Class - - -------- -------- - - -------- -------- Shares redeemed: Initial Class (2,965) (1,468) Service Class (69) - -------- -------- (3,034) (1,468) -------- -------- Net increase (decrease) in shares outstanding 6,405 1,343 ======== ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Munder Net50 7 Munder Net50 - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 4.97 $ (0.06) $ 3.37 $ 3.31 12/31/2002 8.07 (0.05) (3.05) (3.10) 12/31/2001 10.88 - (2.76) (2.76) 12/31/2000 11.25 0.08 (0.14) (0.06) 12/31/1999 10.00 0.03 1.74 1.77 - --------------- ---------- ------- ---------- -------- -------- Service Class 12/31/2003 5.94 (0.06) 2.40 2.34 - --------------- ---------- ------- ---------- -------- -------- For a share outstanding throughout each period (a) --------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ---------- Initial Class $ - $ - $ - $ 8.28 - - - 4.97 (0.05) - (0.05) 8.07 (0.26) (0.05) (0.31) 10.88 (0.52) - (0.52) 11.25 - --------------- --------- --------- --------- -------- Service Class - - - 8.28 - --------------- --------- --------- --------- -------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 66.60% $ 74,941 1.00% 1.08% (0.88)% 29% 12/31/2002 (38.41) 13,596 1.00 1.77 (0.92) 52 12/31/2001 (25.42) 11,245 1.00 1.72 0.05 208 12/31/2000 (0.62) 6,451 1.00 2.44 0.71 110 12/31/1999 17.82 2,783 1.00 5.57 0.50 341 - --------------- ---------- ------ -------- ---- ---- ----- --- Service Class 12/31/2003 39.39 750 1.25 1.38 (1.14) 29 - --------------- ---------- ------ -------- ---- ---- ----- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 3, 1999 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Munder Net50 8 Munder Net50 - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Munder Net50 ("the Fund"), part of ATSF, began operations on May 3, 1999. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $5 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Munder Net50 9 Munder Net50 - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, if any, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (ie: through the asset allocation funds): Net % of Assets Net Assets --------- ----------- Asset Allocation-Conservative Portfolio $1,724 2% Asset Allocation-Growth Portfolio 6,839 9% Asset Allocation-Moderate Portfolio 6,772 9% Asset Allocation-Moderate Growth Portfolio 11,246 15% -- 35% == Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.90% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Advisory Fee Available for Waived Recapture Through -------------- ------------------ Fiscal Year 2001 $ 80 12/31/2004 Fiscal Year 2002 44 12/31/2005 Fiscal Year 2003 27 12/31/2006 Plan of Distribution fees: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Munder Net50 10 Munder Net50 - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $3. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 55,990 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 9,099 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statement of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (315) Undistributed net investment income (loss) 295 Undistributed net realized capital gains (loss) 20 The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ - ======== Undistributed Long-term Capital Gains $ - ======== Capital Loss Carryforward $ (8,229) ======== Post October Capital Loss $ (1) ======== Net Unrealized Appreciation (Depreciation) $ 10,463 ======== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 2,061 December 31, 2009 2,914 December 31, 2010 3,254 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 82,645 ======== Unrealized Appreciation $ 11,557 Unrealized (Depreciation) (1,094) -------- Net Unrealized Appreciation (Depreciation) $ 10,463 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Munder Net50 11 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Munder Net50 In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Munder Net50 (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Munder Net50 12 PBHG Mid Cap Growth - -------------------------------------------------------------------------------- MARKET ENVIRONMENT The year 2003 brought many encouraging signs of an improving global economy as well as impressive gains for U.S. stock markets. Skepticism was prevalent during the start of the year due to rising energy prices, talk of war and weak economic data. However, the release of strong first quarter earnings reports combined with a quick end to major combat in Iraq helped propel the stock market forward. Massive monetary and fiscal stimulus acted as economic adrenaline, fending off recession relapse, boosting the financial system, driving corporate profits higher and pulling stock prices with them. It appears that corporate managements are more optimistic now that customers are willing to spend and this confidence has translated into an increase in the number of companies providing improved financial outlooks. Only a year ago many of these companies were still reducing their level of forward-looking statements. And although the year did not end as strong as some would have hoped, it certainly did well enough to cap a very favorable investing year. PERFORMANCE For the year ended December 31, 2003, PBHG Mid Cap Growth returned 28.08%. By comparison its benchmark, the Russell Midcap Growth Index ("Russell Midcap") returned 42.71%. STRATEGY REVIEW While the portfolio posted a solid gain for the year, it underperformed compared to its benchmark. It was the first time in three years that the Russell Midcap outperformed its value counterpart for a calendar year. Technology was the strongest performing sector in 2003 for both the Russell Midcap and the portfolio. The portfolio's technology weighting increased substantially during the year, due to a combination of stock performance appreciation and new investments. Some strong performing holdings in technology included SanDisk Corporation and OmniVision Technologies, Inc. We were overweight to the benchmark in this sector for most of the year due to our belief that a technology spending recovery was and remains underway, which should create incremental growth opportunities; however, poor stock selection caused the sector to detract from portfolio performance overall. Mercury Computer Systems, Inc. and Websense, Inc. were among those technology holdings that hurt performance during the year relative to the benchmark. The health care sector made significant positive contributions to the portfolio's overall performance for the year. Also a sizeable weighting for the portfolio, we had several strong stock selections in this area. Our top performers in health care were Coventry Healthcare, Inc. and Gilead Sciences, Inc. Within the sector, we believe that managed care, pharmacy benefit managers and the specialty pharmaceutical areas have the best earnings outlook for the foreseeable future. Unfortunately, we also held some poor health care selections such as LifePoint Hospitals, Inc. and Accredo Health, Incorporated, which led the sector to underperform overall relative to the benchmark. The movement by investors into more cyclically oriented stocks over the course of the year was evident by the strong performance of the consumer cyclical sector for the benchmark. Our underweight position combined with the poor performance of some our selections in this area caused us to underperform the benchmark. The reverse can be said about the services sector, in which our overweight position contributed substantial gains to the portfolio throughout the year. Several long-time holdings including education company, Career Education Corporation helped the portfolio to outperform the benchmark in this sector. /s/ Michael S. Sutton Michael S. Sutton /s/ Peter J. Niedland Peter J. Niedland Co-Portfolio Managers Pilgrim Baxter & Associates, Ltd. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG Mid Cap Growth 1 PBHG Mid Cap Growth - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/3/99 through 12/31/03 Initial Class Russell Midcap Growth 5/3/99 $10,000 $10,000 6/30/99 11,090 10,561 9/30/99 11,750 10,032 12/31/99 17,799 13,992 3/31/00 21,089 16,947 6/30/00 21,841 15,692 9/30/00 23,332 16,088 12/31/00 15,239 12,348 3/31/01 9,562 9,251 6/30/01 11,576 10,747 9/30/01 8,287 7,760 12/31/01 9,765 9,860 3/31/02 9,177 9,686 6/30/02 8,217 7,917 9/30/02 6,921 6,557 12/31/02 6,993 7,158 3/31/03 6,892 7,157 6/30/03 7,924 8,499 9/30/03 8,480 9,107 12/31/03 8,957 10,215 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ------------- ---------- Initial Class 28.08% (2.34)% 5/3/99 Russell MCG(1) 42.71% 0.46 % 5/3/99 - --------------- ----- ----- ------ Service Class - 23.15 % 5/1/03 - --------------- ----- ----- ------ NOTES (1) The Russell Midcap Growth (Russell MCG) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG Mid Cap Growth 2 PBHG Mid Cap Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ---------------------- --------------- COMMON STOCKS (92.1%) Apparel & Accessory Stores (3.7%) Chico's FAS, Inc. (a)(b) 57,200 $ 2,114 Hot Topic, Inc. (a) 43,100 1,270 Pacific Sunwear of California, Inc. (a) 35,250 744 Ross Stores, Inc. (b) 44,000 1,163 Automotive Dealers & Service Stations (1.0%) O'Reilly Automotive, Inc. (a) 39,000 1,496 Business Services (0.5%) Ask Jeeves, Inc. (a)(b) 43,000 779 Communications Equipment (0.9%) ADTRAN, Inc. 44,000 1,364 Computer & Data Processing Services (14.7%) Adobe Systems Incorporated 35,900 1,411 Anteon International Corporation (a) 38,500 1,388 CACI International Inc.-Class A (a) 30,500 1,483 Citrix Systems, Inc. (a) 39,000 827 Cognizant Technology Solutions Corporation (a) 61,500 2,807 Cognos Incorporated (a) 79,500 2,434 Network Associates, Inc. (a) 61,000 917 PeopleSoft, Inc. (a) 142,200 3,242 Siebel Systems, Inc. (a) 111,500 1,547 Sonus Networks, Inc. (a) 104,300 789 Symantec Corporation (a)(b) 123,000 4,262 Computer & Office Equipment (5.9%) Emulex Corporation (a)(b) 74,700 1,993 Foundry Networks, Inc. (a) 84,000 2,298 Juniper Networks, Inc. (a)(b) 60,500 1,130 Network Appliance, Inc. (a)(b) 84,000 1,725 Polycom, Inc. (a) 23,000 449 SanDisk Corporation (a) 10,600 648 Symbol Technologies, Inc. 20,900 353 Construction (1.2%) Chicago Bridge & Iron Company NV- NY Shares 44,000 1,272 Jacobs Engineering Group Inc. (a) 10,000 480 Drug Stores & Proprietary Stores (1.5%) Omnicare, Inc. 54,500 2,201 Educational Services (5.5%) Apollo Group, Inc.-Class A (a) 11,250 765 Career Education Corporation (a) 64,634 2,590 Corinthian Colleges, Inc. (a) 44,838 2,491 University of Phoenix Online (a) 30,100 2,075 Electronic Components & Accessories (14.4%) Broadcom Corporation-Class A (a)(b) 82,300 2,806 Cypress Semiconductor Corporation (a)(b) 73,500 1,570 Shares Value ---------------------- --------------- Electronic Components & Accessories (continued) Intersil Corporation-Class A 32,400 $ 805 Jabil Circuit, Inc. (a) 56,700 1,605 Linear Technology Corporation 37,800 1,590 Marvell Technology Group Ltd. (a) 77,300 2,932 Microchip Technology Incorporated 58,500 1,952 OmniVision Technologies, Inc. (a)(b) 22,500 1,243 QLogic Corporation (a)(b) 57,100 2,946 Silicon Laboratories Inc. (a)(b) 38,500 1,664 Vishay Intertechnology, Inc. (a)(b) 74,500 1,706 Environmental Services (1.1%) Stericycle, Inc. (a)(b) 33,400 1,560 Furniture & Home Furnishings Stores (1.5%) Cost Plus, Inc. (a) 14,900 611 Williams-Sonoma, Inc. (a)(b) 44,500 1,547 Health Services (2.9%) Caremark Rx, Inc. (a)(b) 26,400 669 Lincare Holdings Inc. (a) 25,800 775 Odyssey HealthCare, Inc. (a)(b) 51,375 1,503 Select Medical Corporation 81,000 1,319 Industrial Machinery & Equipment (4.5%) Lam Research Corporation (a)(b) 63,700 2,058 Varian Semiconductor Equipment Associates, Inc. (a) 37,500 1,638 Zebra Technologies Corporation-Class A (a) 42,600 2,827 Instruments & Related Products (1.9%) Avid Technology, Inc. (a) 32,500 1,560 Cognex Corporation 44,500 1,257 Insurance (0.7%) AMERIGROUP Corporation (a) 13,300 567 Everest Re Group, Ltd. 5,600 474 Leather & Leather Products (1.8%) Coach, Inc. (a) 70,000 2,642 Management Services (2.3%) Corporate Executive Board Company (The) (a) 71,500 3,337 Medical Instruments & Supplies (5.0%) DENTSPLY International Inc. 32,900 1,486 ResMed Inc. (a) 34,300 1,425 Respironics, Inc. (a) 18,600 839 St. Jude Medical, Inc. (a) 12,000 736 Varian Medical Systems, Inc. (a) 40,500 2,799 Pharmaceuticals (6.7%) AmerisourceBergen Corporation (b) 11,200 629 Celgene Corporation (a) 41,500 1,868 Integra LifeSciences Holdings Corporation (a) 12,500 358 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG Mid Cap Growth 3 PBHG Mid Cap Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------- ------------- Pharmaceuticals (continued) Invitrogen Corporation (a)(b) 37,200 $ 2,604 Martek Biosciences Corp. (a)(b) 10,500 682 Medicines Company (The) (a)(b) 18,000 530 Taro Pharmaceutical Industries Ltd. (a) 27,000 1,742 Techne Corporation (a) 32,500 1,228 Radio & Television Broadcasting (0.2%) Univision Communications Inc.-Class A (a) 9,000 357 Research & Testing Services (1.1%) Affymetrix, Inc. (a)(b) 43,000 1,058 Gen-Probe Incorporated (a) 15,800 576 Restaurants (1.9%) Applebee's International, Inc. 36,500 1,433 Cheesecake Factory Incorporated (The) (a) 28,600 1,259 Retail Trade (7.1%) Barnes & Noble, Inc. (a) 36,100 1,186 CDW Corporation (b) 35,000 2,022 PETCO Animal Supplies, Inc. (a) 41,000 1,248 PETsMART, Inc. 44,500 1,059 Schein (Henry), Inc. (a) 25,000 1,690 Staples, Inc. (a) 45,500 1,242 Tiffany & Co. 39,500 1,785 Savings Institutions (2.3%) New York Community Bancorp, Inc. (b) 85,766 3,263 Variety Stores (0.6%) Family Dollar Stores, Inc. 25,900 929 Water Transportation (0.3%) Royal Caribbean Cruises Ltd. 12,400 431 Wholesale Trade Nondurable Goods (0.9%) Tractor Supply Company (a) 35,300 1,373 ---------- Total Common Stocks (cost: $111,103) 133,507 ---------- Principal Value ----------------------- --------------- SHORT-TERM OBLIGATIONS (7.4%) Investor's Bank & Trust Company (d) 0.72%, Repurchase Agreement dated 12/31/2003 to be repurchased at $10,727 on 01/02/2004 $ 10,727 $ 10,727 --------- Total Short-Term Obligations (cost: $10,727) 10,727 --------- SECURITY LENDING COLLATERAL (23.7%) Debt (18.9%) Bank Notes (0.9%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 162 162 Fleet National Bank 1.00%, due 01/21/2004 607 607 National Bank of Commerce 1.19%, due 04/21/2004 506 506 Principal Value ----------------------- --------------- Commercial Paper (4.9%) Compass Securitization-144A 1.08%, due 01/22/2004 $ 304 $ 304 Delaware Funding Corporation 1.08%, due 01/07/2004 202 202 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 304 304 1.09%, due 01/13/2004 202 202 1.08%, due 02/05/2004 404 404 General Electric Capital Corporation 1.09%, due 01/08/2004 505 505 1.09%, due 01/09/2004 304 304 1.08%, due 01/16/2004 403 403 Govco Incorporated-144A 1.07%, due 02/05/2004 506 506 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 505 505 1.09%, due 02/06/2004 505 505 1.10%, due 02/09/2004 295 295 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 505 505 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 304 304 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 587 587 1.08%, due 02/17/2004 1,011 1,011 Sheffield Receivables-144A 1.09%, due 01/21/2004 202 202 Euro Dollar Overnight (1.0%) BNP Paribas SA 0.97%, due 01/07/2004 1,012 1,012 Credit Agricole Indosuez 0.98%, due 01/02/2004 40 40 1.08%, due 01/06/2004 385 385 Euro Dollar Terms (4.7%) Bank of Montreal 1.06%, due 01/15/2004 198 198 1.06%, due 02/17/2004 405 405 Bank of Scotland 1.06%, due 04/02/2004 304 304 Citigroup Inc. 1.10%, due 01/22/2004 304 304 1.09%, due 02/06/2004 405 405 Credit Agricole Indosuez 1.08%, due 01/28/2004 202 202 Den Danske Bank 1.08%, due 01/20/2004 1,012 1,012 1.02%, due 01/30/2004 506 506 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG Mid Cap Growth 4 PBHG Mid Cap Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value --------------- ------------ Euro Dollar Terms (continued) Royal Bank of Canada 1.05%, due 02/27/2004 $ 1,012 $ 1,012 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 607 607 1.08%, due 01/15/2004 202 202 1.08%, due 01/20/2004 101 101 Svenska Handelsbanken AB 1.09%, due 01/15/2004 101 101 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 607 607 Wells Fargo & Company 1.04%, due 01/30/2004 810 810 Master Notes (1.4%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 405 405 1.14%, due 09/08/2004 607 607 Morgan Stanley 1.05%, due 06/21/2004 972 972 Medium Term Notes (0.9%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 1,013 1,013 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 304 304 Principal Value --------------- ------------ Repurchase Agreements (5.1%) (c) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $2,370 on 01/02/2004 $ 2,370 $ 2,370 Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $3,220 on 01/02/2004 3,220 3,220 Morgan Stanley 1.11%, Repurchase Agreement dated 12/31/2003 to be repurchased at $1,925 on 01/02/2004 1,925 1,925 Shares Value --------------- ----------- Investment Companies (4.8%) Money Market Funds (4.8%) American AAdvantage Select Fund 1-day yield of 1.00% 496,615 $ 497 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 1,212,522 1,213 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 5,272,449 5,272 --------- Total Security Lending Collateral (cost: $34,334) 34,334 --------- Total Investment Securities (cost: $156,164) $ 178,568 ========= SUMMARY: Investments, at value 123.2 % $ 178,568 Liabilities in excess of other assets (23.2)% (33,636) --------- --------- Net assets 100.0 % $ 144,932 ========= ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $33,308. (c) Cash collateral for the Repurchase Agreements, valued at $7,662, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) At December 31, 2003, repurchase agreements are collateralized by $37,413 Fannie Mae ARM-654444 (5.54%, due 07/01/2032) with a market value and accrued interest of $11,263. DEFINITIONS: ARM Adjustable Rate Mortgage 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG Mid Cap Growth 5 PBHG Mid Cap Growth - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $156,164) (including $33,308 of securities loaned) $178,568 Cash 52 Receivables: Investment securites sold 1,157 Interest 1 Dividends 10 Other 29 -------- 179,817 -------- Liabilities: Investment securities purchased 388 Accounts payable and accrued liabilities: Management and advisory fees 115 Due to advisor 9 Payable for collateral for securities on loan 34,334 Other 39 -------- 34,885 -------- Net Assets $144,932 ======== Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 164 Additional paid-in capital 311,741 Undistributed net investment income (loss) - Accumulated net realized gain (loss) from investment securities (189,377) Net unrealized appreciation (depreciation) on investment securities 22,404 -------- Net Assets $144,932 ======== Shares Outstanding: Initial Class 16,327 Service Class 56 Net Asset Value and Offering Price Per Share: Initial Class $ 8.85 Service Class 8.83 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 31 Dividends 167 Income from loaned securities-net 55 Less withholding taxes on foreign dividends (1) ---------- 252 --------- Expenses: Management and advisory fees 1,084 Transfer agent fees 2 Printing and shareholder reports 67 Custody fees 26 Administration fees 20 Legal fees 2 Auditing and accounting fees 10 Directors fees 4 Recaptured expenses 9 Other 2 --------- Total expenses 1,226 --------- Net Investment Income (Loss) (974) --------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities 11,624 Increase (decrease) in unrealized appreciation (depreciation) on investment securities 18,735 --------- Net Gain (Loss) on Investment Securities 30,359 --------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 29,385 ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG Mid Cap Growth 6 PBHG Mid Cap Growth - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (974) $ (897) Net realized gain (loss) from investment securities 11,624 (33,553) Net unrealized appreciation (depreciation) on investment securities 18,735 (5,780) -------- --------- 29,385 (40,230) -------- --------- Distributions to Shareholders: From net investment income: Initial Class - - Service Class - - -------- --------- - - -------- --------- From net realized gains: Initial Class - - Service Class - - -------- --------- - - -------- -------- Capital Share Transactions: Proceeds from shares sold: Initial Class 64,244 111,794 Service Class 505 - -------- --------- 64,749 111,794 -------- --------- Dividends and distributions reinvested: Initial Class - - Service Class - - -------- --------- - - -------- --------- Cost of shares redeemed: Initial Class (51,977) (108,042) Service Class (40) - -------- --------- (52,017) (108,042) -------- -------- 12,732 3,752 -------- -------- Net increase (decrease) in net assets 42,117 (36,478) -------- -------- Net Assets: Beginning of year 102,815 139,293 -------- -------- End of year $144,932 $ 102,815 ======== ========= Undistributed Net Investment Income (Loss) $ - $ - ======== ========= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 8,381 13,604 Service Class 60 - ------- --------- 8,441 13,604 ------- --------- Shares issued-reinvested from distributions: Initial Class - - Service Class - - ------- --------- - - ------- --------- Shares redeemed: Initial Class (6,926) (13,161) Service Class (4) - ------- --------- (6,930) (13,161) ------- --------- Net increase (decrease) in shares outstanding 1,511 443 ======= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG Mid Cap Growth 7 PBHG Mid Cap Growth - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 6.91 $ (0.06) $ 2.00 $ 1.94 12/31/2002 9.65 (0.06) (2.68) (2.74) 12/31/2001 15.06 (0.05) (5.36) (5.41) 12/31/2000 17.75 (0.03) (2.46) (2.49) 12/31/1999 10.00 (0.03) 7.83 7.80 - --------------- ---------- --------- --------- -------- -------- Service Class 12/31/2003 7.17 (0.06) 1.72 1.66 - --------------- ---------- --------- --------- -------- -------- For a share outstanding throughout each period (a) -------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ---------- Initial Class $ - $ - $ - $ 8.85 - - - 6.91 - - - 9.65 (0.20) - (0.20) 15.06 (0.05) - (0.05) 17.75 - --------------- -------- --- -------- -------- Service Class - - - 8.83 - --------------- -------- --- -------- -------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 28.08% $ 144,438 1.00% 1.00% (0.79)% 202% 12/31/2002 (28.39) 102,815 1.00 1.05 (0.78) 175 12/31/2001 (35.92) 139,293 1.00 1.08 (0.47) 177 12/31/2000 (14.39) 217,307 0.92 0.92 (0.14) 133 12/31/1999 78.00 37,201 1.00 1.40 (0.30) 156 - --------------- ---------- ------ --------- ---- ---- ----- --- Service Class 12/31/2003 23.15 494 1.25 1.25 (1.08) 202 - --------------- ---------- ------ --------- ---- ---- ----- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 3, 1999 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. The impact of recaptured expenses on the Ratio of Expenses to Average Net Assets was 0.01%. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG Mid Cap Growth 8 PBHG Mid Cap Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. PBHG Mid Cap Growth ("the Fund"), part of ATSF, began operations on May 3, 1999. The fund will merge into Transamerica Growth Opportunities effective as of the close of business on April 30, 2004, subject to approval by Policyowners. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $24 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG Mid Cap Growth 9 PBHG Mid Cap Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $91 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following stated break points: 0.90% of the first $100 million of ANA 0.80% of ANA over $100 million ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Increase in Total Expenses Recovered Expenses to by Advisor Average Net Assets -------------------- ------------------- Recovered in 2003 $ 9 0.01% Advisory Fee Available for Waived Recapture Through -------------- ------------------ Fiscal Year 2001 $ 109 12/31/2004 Fiscal Year 2002 57 12/31/2005 Plan of Distribution fees: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG Mid Cap Growth 10 PBHG Mid Cap Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $5. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 234,271 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 232,049 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (974) Undistributed net investment income (loss) 974 Undistributed net realized capital gains (loss) - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ - =========== Undistributed Long-term Capital Gains $ - =========== Capital Loss Carryforward $ (189,114) =========== Post October Loss $ - =========== Net Unrealized Appreciation (Depreciation) $ 22,140 =========== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - ---------------- ------------------ $ 156,269 December 31, 2009 32,845 December 31, 2010 The capital loss carryforward utilized during the period ended December 31, 2003 was $8,190. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $156,428 ======== Unrealized Appreciation $ 23,810 Unrealized (Depreciation) (1,670) -------- Net Unrealized Appreciation (Depreciation) $ 22,140 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG Mid Cap Growth 11 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders PBHG Mid Cap Growth In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of PBHG Mid Cap Growth (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG Mid Cap Growth 12 PBHG/NWQ Value Select - -------------------------------------------------------------------------------- MARKET ENVIRONMENT NWQ Investment Management Company, Inc.: The U.S. stock market turned decisively bullish in 2003, breaking its three-year streak of negative returns. The heightened enthusiasm for stocks was generated by compelling valuations early in the year, increases in earnings, and confidence in the strength and sustainability of the current economic expansion. All of the major market indices posted 25 percent plus gains for the year, notwithstanding a slow start and negative index returns for the first quarter of 2003. Small capitalization stocks significantly outperformed large capitalization stocks for the year, while the large capitalization growth and value indices appreciated almost equally. Although stock valuations are no longer the bargains they were leading up to the Iraq War nine months ago, market sentiment has improved with lessened geopolitical uncertainty and a broadening global economic recovery. U.S. corporate earnings have recovered from their recessionary lows as increased revenue growth is being leveraged against tight cost controls, flexibility in the labor markets, and decreased capital costs. Pilgrim Baxter & Associates, Ltd.: The twelve-month period ended December 31, 2003 began with fluctuations in stock prices, as uncertainty about the direction of the economy combined with concerns over international tensions to create a volatile environment. But overall the year saw many changes across the political and economic landscapes that served to fuel a dramatic rally in the U.S. equity markets. During the year, the United States and its allies took military action against Iraq and ousted the regime of Saddam Hussein. Despite growing concern over the slow moving reconstruction process, the American public was relieved to hear in December that U.S. forces had captured the ever-elusive Saddam. On the home front, investor optimism received further impetus when Congress passed a $350 billion tax cut and the Federal Reserve Board ("Fed") trimmed short-term rates by another quarter percentage point, bringing rates to 45-year lows. During the final quarter of the year, the Fed reported that economic expansion had increased and consumer spending was still going strong, although the job market continued to remain weak. Despite lingering concerns about the sustainability of economic recovery and stock market rally, stocks ended 2003 with a bang, with the Dow Jones Industrial Average, NASDAQ Composite Stock Index and Standard and Poor's 500 Composite Stock Index ("S&P 500") all posting two year highs. The rally during the second half of the year tended to be dominated by what we consider to be more speculative stocks, notably from the technology sector. While our stock selection for the PBHG portion of the portfolio tended to be good, we were underweight relative to technology and other cyclical sectors. We continue to focus on what we believe are high quality companies that generate strong cash flows, have healthy balance sheets and strong prospects for stable earnings growth. Our lack of exposure to what we consider lower quality issues proved to be a handicap to performance in the technology sector as we believe investors have been speculating over which stocks will benefit most from an economic recovery, bidding up their prices to levels that we consider overdone. We believe this emphasis resulted in most of the underperformance of the PBHG portion relative to the S&P 500 for the period. PERFORMANCE For the year ended December 31, 2003, PBHG/NWQ Value Select returned 29.78%. By comparison its benchmark, the S&P 500 returned 28.67%. STRATEGY REVIEW NWQ Investment Management Company, Inc.: Gains for the full year were led by significant contributions from the technology and financial holdings. For the most recent quarter, performance results benefited from the market's strong rotation into energy stocks, as well as several portfolio positions in finance, technology, and food products. Energy stocks appreciated as compelling valuations attracted investor attention and commodity prices remained resilient. With oil prices remaining stubbornly above $30 and recently trading above the pre-Iraq War highs, Wall Street analysts have begun to raise target equilibrium prices for crude oil from the low to the mid $20's or higher. Continued strength in the housing market benefited many mortgage-related stocks, which have been exceptional performers all year. We opportunistically added to our existing mortgage-related holdings, Fannie Mae, Countrywide Credit Industries, Inc., IndyMac Bancorp, Inc., and MGIC Investment Corporation, throughout the year. In the technology sector, improving business conditions and renewed investor interest contributed to strong gains for many industry groups within this market segment. We increased our investment in the sector during the early part of 2003 and reduced it later following strong performance. Pilgrim Baxter & Associates, Ltd.: Throughout the year, we maintained our disciplined approach, focusing on what we believe are better quality companies with stable earnings outlooks. We tended to emphasize industries such AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG/NWQ Value Select 1 PBHG/NWQ Value Select - -------------------------------------------------------------------------------- STRATEGY REVIEW (continued) as energy, health care, consumer staples and financial services, with our most noteworthy overweight positions in health care and consumer staples. At the same time, we underweighted technology. This strategy was not rewarded in the rally that began in March and continued through most of the year, but we believe it offers the best opportunity to be successful in the long term. Despite the fact that we have found a number of good performers within the technology sector, we believe the overall valuations of many technology companies and other more speculative areas of the market have risen to excessive levels. Early in the year, our emphasis on consumer staples and health care stocks supported performance. Our consumer staples selections continued to perform well as the year progressed, with companies such as ConAgra Foods, Inc. and Sara Lee Corporation gaining strongly. Our health care holdings were volatile throughout the period but some strong stock selection and our overweight position relative to the benchmark proved to be one of the primary drivers of performance. In particular, Aetna Inc. ("Aetna") and Bristol-Myers Squibb Co. ("Bristol-Myers") both posted strong results. Aetna benefited from some favorable pricing trends and some restructuring throughout the year. Bristol-Myers bounced back nicely from a difficult 2002 as they put some challenging inventory issues behind them. The biggest disappointment during the first three quarters of the year was in our energy position. These stocks lagged the market, despite rising oil and natural gas prices and strong operating results from industry leaders. Although our energy position detracted from performance during most of the period, we saw the tide turn in the fourth quarter as our holdings in this sector boosted performance. As oil and natural gas prices continue to remain stubbornly high, energy holdings that had some of the best growth profiles and earnings, seemed to have finally caught investors' favor. /s/ Raymond J. McCaffrey Raymond J. McCaffrey Portfolio Manager Pilgrim Baxter Associates, Ltd. /s/ E. C. Friedel E. C. Friedel Portfolio Manager NWQ Investment Management Company, LLC AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG/NWQ Value Select 2 PBHG/NWQ Value Select - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/1/96 through 12/31/03 Initial Class S&P 500 5/1/96 $10,000 $10,000 6/30/96 10,077 9,469 9/30/96 10,624 8,891 12/31/96 11,319 7,755 3/31/97 11,441 7,970 6/30/97 12,979 6,830 9/30/97 14,182 14,906 12/31/97 14,153 15,334 3/31/98 15,552 17,471 6/30/98 15,028 18,048 9/30/98 12,331 16,256 12/31/98 13,477 19,716 3/31/99 13,736 20,698 6/30/99 15,966 22,156 9/30/99 13,659 20,774 12/31/99 14,548 23,864 3/31/00 15,539 24,411 6/30/00 14,810 23,764 9/30/00 15,600 23,533 12/31/00 16,758 21,693 3/31/01 16,548 19,123 6/30/01 17,259 20,241 9/30/01 15,521 17,272 12/31/01 16,455 19,117 3/31/02 17,343 19,170 6/30/02 15,685 16,603 9/30/02 12,442 13,736 12/31/02 14,117 14,894 3/31/03 13,230 14,424 6/30/03 15,780 16,644 9/30/03 16,179 17,084 12/31/03 18,321 19,163 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years Inception Date ----------- ------------ ----------- ---------- Initial Class 29.78% 6.33 % 8.22% 5/1/96 S&P 500(1) 28.67% (0.57)% 8.85% 5/1/96 - --------------- ----- ----- ----- ------ Service Class - - 28.03% 5/1/03 - --------------- ----- ----- ----- ------ NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG/NWQ Value Select 3 PBHG/NWQ Value Select - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- -------------- COMMON STOCKS (92.2%) Aerospace (1.5%) Northrop Grumman Corporation (b) 60,000 $ 5,736 Chemicals & Allied Products (1.8%) du Pont (E.I.) de Nemours and Company 149,800 6,874 Commercial Banks (6.9%) Citigroup Inc. 268,000 13,009 Morgan Chase & Co. (J.P.) 366,700 13,469 Communication (4.8%) Liberty Media Corporation-Class A (a) 900,000 10,701 Viacom, Inc.-Class A 178,100 7,884 Computer & Data Processing Services (5.4%) Computer Associates International, Inc. (b) 500,000 13,670 Microsoft Corporation 253,700 6,987 Computer & Office Equipment (3.6%) Cisco Systems, Inc. (a) 280,000 6,801 Hewlett-Packard Company 305,100 7,008 Electronic & Other Electric Equipment (1.9%) General Electric Company 230,700 7,147 Food & Kindred Products (6.0%) Altria Group, Inc. 181,100 9,856 ConAgra Foods, Inc. 238,000 6,281 Sara Lee Corporation (b) 325,000 7,056 Health Services (6.2%) HCA Inc. 410,000 17,614 Tenet Healthcare Corporation (a) 382,300 6,136 Instruments & Related Products (4.0%) Agilent Technologies, Inc. (a) 275,000 8,041 Raytheon Company 240,360 7,220 Insurance (4.1%) Aon Corporation 390,000 9,337 MGIC Investment Corporation 110,000 6,263 Insurance Agents, Brokers & Service (2.0%) Hartford Financial Services Group, Inc. (The) 130,000 7,674 Metal Mining (2.7%) Barrick Gold Corporation (b) 450,000 10,220 Mortgage Bankers & Brokers (3.8%) Countrywide Credit Industries, Inc. 193,333 14,664 Oil & Gas Extraction (10.4%) Anadarko Petroleum Corporation 146,900 7,493 ConocoPhillips 233,300 15,297 Kerr-McGee Corporation 180,000 8,368 Transocean Inc. (a) 375,000 9,004 Paper & Allied Products (2.3%) Kimberly-Clark Corporation 150,000 8,864 Shares Value -------------------- -------------- Petroleum Refining (3.6%) ChevronTexaco Corporation 64,200 $ 5,546 Exxon Mobil Corporation 204,100 8,368 Pharmaceuticals (5.5%) Bristol-Myers Squibb Co. 232,300 6,644 Merck & Co., Inc. 139,600 6,450 Pfizer Inc. 225,000 7,949 Savings Institutions (2.6%) IndyMac Bancorp, Inc. (b) 340,000 10,129 Telecommunications (5.8%) AT&T Corp. (b) 374,500 7,602 SBC Communications Inc. 316,400 8,249 Sprint Corporation (FON Group) 260,000 4,269 Telephone and Data Systems, Inc. 34,100 2,133 U.S. Government Agencies (7.3%) Fannie Mae 276,100 20,724 Freddie Mac 128,300 7,482 --------- Total Common Stocks (cost: $298,938) 354,219 --------- Principal Value -------------- ------------ SHORT-TERM OBLIGATIONS (7.6%) Investor's Bank & Trust Company (d) 0.72%, Repurchase Agreement dated 12/31/2003 to be repurchased at $29,378 on 01/02/2004 $ 29,378 $ 29,378 --------- Total Short-Term Obligations (cost: $29,378) 29,378 --------- SECURITY LENDING COLLATERAL (10.9%) Debt (8.7%) Bank Notes (0.4%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 198 $ 198 Fleet National Bank 1.00%, due 01/21/2004 743 743 National Bank of Commerce 1.19%, due 04/21/2004 619 619 Commercial Paper (2.2%) Compass Securitization-144A 1.08%, due 01/22/2004 371 371 Delaware Funding Corporation 1.08%, due 01/07/2004 247 247 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 371 371 1.09%, due 01/13/2004 248 248 1.08%, due 02/05/2004 494 494 General Electric Capital Corporation 1.09%, due 01/08/2004 617 617 1.09%, due 01/09/2004 371 371 1.08%, due 01/16/2004 494 494 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG/NWQ Value Select 4 PBHG/NWQ Value Select - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ------------------------ --------------- Commercial Paper (continued) Govco Incorporated-144A 1.07%, due 02/05/2004 $ 618 $ 618 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 584 584 1.09%, due 02/06/2004 618 618 1.10%, due 02/09/2004 396 396 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 618 618 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 371 371 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 718 718 1.08%, due 02/17/2004 1,236 1,236 Sheffield Receivables-144A 1.09%, due 01/21/2004 248 248 Euro Dollar Overnight (0.5%) BNP Paribas SA 0.97%, due 01/07/2004 1,238 1,238 Credit Agricole Indosuez 0.98%, due 01/02/2004 50 50 1.08%, due 01/06/2004 470 470 Euro Dollar Terms (2.2%) Bank of Montreal 1.06%, due 01/15/2004 242 242 1.06%, due 02/17/2004 495 495 Bank of Scotland 1.06%, due 04/02/2004 371 371 Citigroup Inc. 1.10%, due 01/22/2004 371 371 1.09%, due 02/06/2004 496 496 Credit Agricole Indosuez 1.08%, due 01/28/2004 248 248 Den Danske Bank 1.08%, due 01/20/2004 1,238 1,238 1.02%, due 01/30/2004 619 619 Royal Bank of Canada 1.05%, due 02/27/2004 1,238 1,238 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 743 743 1.08%, due 01/15/2004 248 248 1.08%, due 01/20/2004 124 124 Svenska Handelsbanken AB 1.09%, due 01/15/2004 124 124 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 743 743 Wells Fargo & Company 1.04%, due 01/30/2004 991 991 Principal Value ------------------------ --------------- Master Notes (0.7%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 $ 495 $ 495 1.14%, due 09/08/2004 743 743 Morgan Stanley 1.05%, due 06/21/2004 1,189 1,189 Medium Term Notes (0.4%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 1,238 1,238 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 371 371 Repurchase Agreements (2.3%) (c) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $2,897 on 01/02/2004 2,897 2,897 Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $3,937 on 01/02/2004 3,937 3,937 Morgan Stanley 1.11%, Repurchase Agreement dated 12/31/2003 to be repurchased at $2,352 on 01/02/2004 2,352 2,352 Shares Value --------------- ------------ Investment Companies (2.2%) Money Market Funds (2.2%) American AAdvantage Select Fund 1-day yield of 1.00% 607,347 $ 607 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 1,482,882 1,483 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 6,448,061 6,448 --------- Total Security Lending Collateral (cost: $41,989) 41,989 --------- Total Investment Securities (cost: $370,305) $425,586 ========= SUMMARY: Investments, at value 110.7 % $425,586 Liabilities in excess of other assets (10.7)% (41,296) --------- --------- Net assets 100.0 % $384,290 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG/NWQ Value Select 5 PBHG/NWQ Value Select - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $40,265. (c) Cash collateral for the Repurchase Agreements, valued at $9,371, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) At December 31, 2003, collateral for repurchase agreements excluding collateral for securities on loan is as follows: Market Value Collateral and Accrued Interest - ----------------------------------------------- --------------------- $25,000 Fannie Mae Floating Rate Note Series 2002-W6-Class 2F 1.54%, due 06/25/2042 $ 16,937 $3,385 SBA-505506 4.38%, due 04/25/2014 2,678 $13,166 Fannie Mae-Conventional Pool #671018 5.50%, due 01/01/2033 11,232 -------- $ 30,847 ======== DEFINITIONS: 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG/NWQ Value Select 6 PBHG/NWQ Value Select - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $370,305) (including $40,265 of securities loaned) $425,586 Cash 104 Receivables: Interest 2 Dividends 867 Other 36 --------- 426,595 --------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 269 Distribution fees 1 Payable for collateral for securities on loan 41,989 Other 46 --------- 42,305 --------- Net Assets $384,290 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 257 Additional paid-in capital 319,612 Undistributed net investment income (loss) 4,185 Undistributed net realized gain (loss) from investment securities 4,955 Net unrealized appreciation (depreciation) on investment securities 55,281 --------- Net Assets $384,290 ========= Shares Outstanding: Initial Class 25,604 Service Class 61 Net Asset Value and Offering Price Per Share: Initial Class $ 14.97 Service Class 15.06 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 41 Dividends 6,800 Income from loaned securities-net 35 Less withholding taxes on foreign dividends (36) -------- 6,840 -------- Expenses: Management and advisory fees 2,524 Transfer agent fees 2 Printing and shareholder reports 45 Custody fees 32 Administration fees 20 Legal fees 4 Auditing and accounting fees 10 Directors fees 12 Other 6 Service fees: Service Class 1 -------- Total expenses 2,656 -------- Net Investment Income (Loss) 4,184 -------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities 17,606 Increase (decrease) in unrealized appreciation (depreciation) on investment securities 65,852 -------- Net Gain (Loss) on Investment Securities 83,458 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 87,642 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG/NWQ Value Select 7 PBHG/NWQ Value Select - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 4,184 $ 2,653 Net realized gain (loss) from investment securities 17,606 (10,728) Net unrealized appreciation (depreciation) on investment securities 65,852 (19,339) -------- --------- 87,642 (27,414) -------- --------- Distributions to Shareholders: From net investment income: Initial Class (2,653) (1,667) Service Class - - -------- --------- (2,653) (1,667) -------- --------- From net realized gains: Initial Class - (5,140) Service Class - - -------- --------- - (5,140) -------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 111,588 153,715 Service Class 892 - -------- --------- 112,480 153,715 -------- --------- Dividends and distributions reinvested: Initial Class 2,653 6,807 Service Class - - -------- --------- 2,653 6,807 -------- --------- Cost of shares redeemed: Initial Class (57,904) (49,832) Service Class (80) - -------- --------- (57,984) (49,832) -------- --------- 57,149 110,690 -------- --------- Net increase (decrease) in net assets 142,138 76,469 -------- --------- Net Assets: Beginning of year 242,152 165,683 -------- --------- End of year $384,290 $ 242,152 ======== ========= Undistributed Net Investment Income (Loss) $ 4,185 $ 2,654 ======== ========= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 9,291 12,332 Service Class 67 - --------- --------- 9,358 12,332 --------- --------- Shares issued-reinvested from distributions: Initial Class 205 568 Service Class - - --------- --------- 205 568 --------- --------- Shares redeemed: Initial Class (4,713) (3,841) Service Class (6) - ---------- --------- (4,719) (3,841) --------- --------- Net increase (decrease) in shares outstanding 4,844 9,059 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG/NWQ Value Select 8 PBHG/NWQ Value Select - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 11.63 $ 0.17 $ 3.28 $ 3.45 12/31/2002 14.09 0.18 (2.17) (1.99) 12/31/2001 14.37 0.15 (0.41) (0.26) 12/31/2000 12.77 0.15 1.78 1.93 12/31/1999 12.12 0.10 0.85 0.95 - --------------- ---------- --------- -------- -------- -------- Service Class 12/31/2003 11.77 0.11 3.19 3.30 - --------------- ---------- --------- -------- -------- -------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ (0.11) $ - $ (0.11) $ 14.97 (0.12) (0.35) (0.47) 11.63 (0.02) - (0.02) 14.09 (0.18) (0.15) (0.33) 14.37 (0.10) (0.20) (0.30) 12.77 - --------------- --------- --------- --------- --------- Service Class (0.01) - (0.01) 15.06 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 29.78% $ 383,372 0.84% 0.84% 1.33% 145% 12/31/2002 (14.21) 242,152 0.89 0.89 1.40 200 12/31/2001 (1.81) 165,683 0.94 0.94 1.07 31 12/31/2000 15.19 144,818 0.88 0.88 1.10 46 12/31/1999 7.95 137,158 0.90 0.90 0.77 34 - --------------- ---------- ------ --------- ---- ---- ---- --- Service Class 12/31/2003 28.03 918 1.10 1.10 1.19 145 - --------------- ---------- ------ --------- ---- ---- ---- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 1, 1996 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG/NWQ Value Select 9 PBHG/NWQ Value Select - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. PBHG/NWQ Value Select ("the Fund"), part of ATSF, began operations on May 1, 1996. The Fund will acquire BlackRock Large Cap Value effective as of the close of business on April 30, 2004, subject to approval by Policyowners. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $15 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG/NWQ Value Select 10 PBHG/NWQ Value Select - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $353 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (ie: through the asset allocation funds): Net % of Assets Net Assets ----------- ----------- Asset Allocation-Conservative Portfolio $ 13,542 4% Asset Allocation-Growth Portfolio 39,942 10% Asset Allocation-Moderate Growth Portfolio 64,859 17% Asset Allocation-Moderate Portfolio 40,952 11% -- 42% == Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.80% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution fees: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG/NWQ Value Select 11 PBHG/NWQ Value Select - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $13. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 445,991 U.S. Government 28,796 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 421,089 U.S. Government 12,074 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 4,103 Long-term capital gains 2,703 2003 Distributions paid from: Ordinary income 2,653 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 11,676 ======== Undistributed Long-term Capital Gains $ - ======== Capital Loss Carryforward $ - ======== Post October Capital Loss $ (1,703) ======== Net Unrealized Appreciation (Depreciation) $ 54,449 ======== The capital loss carryforward utilized during the period ended December 31, 2003 was $8,837. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $371,137 ========= Unrealized Appreciation $ 55,924 Unrealized (Depreciation) (1,475) --------- Net Unrealized Appreciation (Depreciation) $ 54,449 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG/NWQ Value Select 12 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of PBHG/NWQ Value Select In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of PBHG/NWQ Value Select (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PBHG/NWQ Value Select 13 PIMCO Total Return - -------------------------------------------------------------------------------- MARKET ENVIRONMENT Bonds gained ground in 2003 despite volatile interest rates, led by higher yielding corporate and emerging market assets. Although Treasury yields rose only 20 to 50 basis points for the year, the markets were far from calm. Yields moved lower through the first half of the year as deflation risks dominated the news and were the primary drivers of the market's view of future Federal Reserve Board ("Fed") policy. The Fed cut the federal funds rate to 1% in June and the 10-year Treasury yield plunged to a 45-year low near 3 percent. Rates then reversed course dramatically, jumping more than 130 basis points in July, the worst month in the U.S. government bond market in more than 23 years. This reversal was mainly fueled by investors' growing confidence that growth would accelerate. Economic performance in the second half of the year met investors' expectations. Business investment revived while massive fiscal stimulus and the lagged impact of the mortgage-refinancing boom sustained consumption, leading to 8.2% annual growth in the third quarter, the fastest pace in almost two decades. The 10-year Treasury yield finished the year at 4.25%, up 43 basis points for the full period. Inflation was well behaved even in the face of surging commodity prices and a falling U.S. dollar helping to mitigate the rise in interest rates. PERFORMANCE For the year ended December 31, 2003, PIMCO Total Return returned 4.90%. By comparison its benchmark, the Lehman Brothers Aggregate Bond Index returned 4.10%. STRATEGY REVIEW Active management across a wide spectrum of strategies -- "rolling down" a steep yield curve, select mortgages and corporates, Treasury Inflation-Indexed Securities ("TIPS"), municipals, Eurozone issues and emerging markets -- added value amid volatile markets in 2003. Given the steep yield curve, we took advantage of the "roll down," or price appreciation of bonds that were revalued at lower yields over the course of 2003. Interest rate strategies were modestly positive for the year; on the whole, an above index duration hurt as rates rose, but was positively offset by a favorable maturity focus that benefited the portfolio as a rather steep yield curve flattened modestly. A corporate underweight was negative as profits and margins improved but positive security selection of energy, pipeline, and telecommunication issuers mitigated this impact. Despite the mortgage sector's underperformance for 2003, positive security selection helped strengthen returns as we kept the portfolio's allocation near its benchmark. Allocations to real return and municipal bonds helped returns; these less volatile assets outperformed amid rising rates. Emerging market bonds strongly boosted returns as credit fundamentals within the asset class continued to improve. Non-U.S. exposure, mainly to Eurozone issues, had minimal impact as rates rose comparably in major developed markets. Finally, modest currency exposure to the euro and Yen helped returns as the dollar fell amid concern about the U.S. trade deficit. /s/ William H. Gross William H. Gross Portfolio Manager Pacific Investment Management Company LLC AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 1 PIMCO Total Return - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/1/02 through 12/31/03 LB Aggregate Initial Class Bond Index 5/1/02 $10,000 $10,000 6/30/02 10,040 10,172 9/30/02 10,380 10,638 12/31/02 10,620 10,806 3/31/03 10,780 10,956 6/30/03 11,060 11,230 9/30/03 11,060 11,214 12/31/03 11,140 11,249 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ---------- ----------- ---------- Initial Class 4.90% 6.70% 5/1/02 LBAB(1) 4.10% 7.30% 5/1/02 - ----- ---- ---- ------ Service Class - 2.14% 5/1/03 - --------------- ---- ---- ------ NOTES (1) The Lehman Brothers Aggregate Bond (LBAB) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 2 PIMCO Total Return - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts in thousands) Principal Value ------------------------- --------------- U.S. GOVERNMENT OBLIGATIONS (5.0%) U.S. Treasury Inflation Index 3.50%, due 01/15/2011 $ 1,116 $ 1,254 3.38%, due 01/15/2012 17,702 19,808 3.88%, due 04/15/2029 4,670 6,051 U.S.Treasury Note 3.38%, due 11/15/2008 800 806 --------- Total U.S. Government Obligations (cost: $28,085) 27,919 --------- U.S. GOVERNMENT AGENCY OBLIGATIONS (25.5%) Fannie Mae 3.00%, due 08/25/2009 700 703 6.00%, due 11/25/2027 1,330 1,347 6.50%, due 06/25/2028 1,697 1,705 Fannie Mae-Conventional Pool 5.50%, due 03/01/2016 662 688 5.50%, due 07/01/2016 811 842 5.50%, due 11/01/2016 738 766 5.50%, due 12/01/2016 491 509 6.00%, due 01/01/2017 15 16 5.50%, due 02/01/2017 2,929 3,039 5.50%, due 03/01/2017 466 484 5.50%, due 04/01/2017 922 956 5.50%, due 05/01/2017 161 167 6.00%, due 05/01/2017 12 12 5.50%, due 06/01/2017 149 154 6.00%, due 06/01/2017 488 512 5.50%, due 08/01/2017 301 312 5.50%, due 09/01/2017 3,121 3,238 5.50%, due 11/01/2017 3,212 3,332 5.50%, due 01/01/2018 516 535 5.00%, due 02/01/2018 40 41 5.50%, due 02/01/2018 861 893 5.00%, due 05/01/2018 939 959 5.50%, due 06/01/2018 919 953 5.00%, due 08/01/2018 447 456 6.50%, due 07/01/2032 1,238 1,295 6.00%, due 09/01/2032 414 428 6.00%, due 01/01/2033 4,902 5,069 6.00%, due 03/01/2033 4,824 4,988 5.39%, due 04/01/2033 505 516 6.00%, due 07/01/2033 8,240 8,520 6.00%, due 09/01/2033 500 517 5.50%, due 10/01/2033 10,409 10,548 6.00%, due 10/01/2033 5,000 5,171 5.50%, due 11/01/2033 9,291 9,417 5.50%, due 12/01/2033 6,500 6,590 Fannie Mae (d) 3.70%, due 01/01/2028 295 306 1.54%, due 11/25/2032 1,136 1,138 Principal Value ------------------------- --------------- Freddie Mac 5.00%, due 09/15/2016 $ 1,123 $ 1,157 6.00%, due 08/15/2026 182 184 6.00%, due 11/15/2027 44 44 6.00%, due 04/15/2028 541 543 4.50%, due 08/15/2031 110 109 6.50%, due 07/25/2043 560 581 6.00%, due 12/15/2007 337 346 6.00%, due 03/15/2027 88 88 6.00%, due 04/15/2027 733 736 6.00%, due 08/15/2027 821 828 6.50%, due 02/15/2028 486 488 6.50%, due 12/15/2028 1,510 1,528 6.50%, due 02/15/2030 435 445 Freddie Mac-Conventional Pool (d) 3.51%, due 08/01/2023 385 398 Freddie Mac-Gold Pool 6.50%, due 08/01/2032 4,825 5,054 Freddie Mac-Series 2434 TA 5.63%, due 07/15/2028 333 335 Freddie Mac (d) 1.51%, due 12/15/2029 627 625 Ginnie Mae-FHA/VA Pool 6.50%, due 02/15/2029 335 354 6.50%, due 03/15/2029 501 530 6.50%, due 04/15/2029 22 23 6.50%, due 05/15/2029 38 40 6.50%, due 07/15/2029 17 17 6.50%, due 09/15/2029 292 308 6.50%, due 03/15/2031 46 48 6.50%, due 04/15/2031 1,041 1,098 6.50%, due 06/15/2031 558 589 6.50%, due 07/15/2031 497 524 6.50%, due 08/15/2031 250 264 6.50%, due 09/15/2031 254 268 6.50%, due 10/15/2031 528 557 6.50%, due 11/15/2031 1,122 1,184 6.50%, due 12/15/2031 334 352 6.50%, due 01/15/2032 532 561 6.50%, due 02/15/2032 274 289 6.50%, due 04/15/2032 594 627 6.50%, due 05/15/2032 852 899 6.50%, due 08/15/2032 91 96 6.50%, due 09/15/2032 439 463 6.50%, due 10/15/2032 28 30 6.50%, due 11/15/2032 45 47 6.50%, due 01/15/2033 746 786 5.00%, due 03/15/2033 248 246 5.00%, due 05/15/2033 716 711 5.00%, due 06/15/2033 251 249 5.00%, due 07/15/2033 2,515 2,496 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 3 PIMCO Total Return - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ------------------------- --------------- Ginnie Mae-FHA/VA Pool (continued) 5.00%, due 08/15/2033 $ 7,260 $ 7,202 5.00%, due 09/15/2033 2,844 2,821 Ginnie Mae-January TBA 5.50%, due 01/01/2034 26,250 26,684 6.50%, due 01/01/2034 500 527 Ginnie Mae-Series 2002-40 6.50%, due 06/20/2032 11 12 --------- Total U.S. Government Agency Obligations (cost: $141,093) 141,513 --------- FOREIGN GOVERNMENT OBLIGATIONS (5.6%) European Investment Bank 0.88%, due 11/08/2004 144,000 1,353 Federal Republic of Germany 3.25%, due 09/24/2004 457 581 4.50%, due 07/04/2009 6,000 7,874 Federative Republic of Brazil 2.00%, due 04/15/2006 1,560 1,541 11.50%, due 03/12/2008 84 97 2.06%, due 04/15/2009 2,103 1,990 11.00%, due 01/11/2012 350 406 8.00%, due 04/15/2014 292 286 8.88%, due 04/15/2024 350 339 12.25%, due 03/06/2030 350 436 11.00%, due 08/17/2040 1,789 1,968 Republic of Chile 7.13%, due 01/11/2012 2,700 3,082 Republic of Panama 8.25%, due 04/22/2008 10 11 9.63%, due 02/08/2011 610 705 1.94%, due 07/17/2016 573 495 9.38%, due 01/16/2023 1,600 1,744 Republic of Peru 9.13%, due 02/21/2012 120 134 9.88%, due 02/06/2015 2,000 2,320 4.50%, due 03/07/2017 750 668 Republic of South Africa 5.25%, due 05/16/2013 1,650 1,987 Russian Federation (e) 5.00%, due 03/31/2030 1,710 1,639 United Mexican States 8.38%, due 01/14/2011 1,270 1,508 --------- Total Foreign Government Obligations (cost: $27,897) 31,164 --------- MORTGAGE-BACKED SECURITIES (3.2%) Amortizing Residential Collateral Trust (d) 1.41%, due 07/25/2032 240 240 Bank of America Mortgage Securities, Inc. (d) 5.74%, due 10/20/2032 471 487 Principal Value ------------------------- --------------- Bear Stearns Adjustable Rate Mortgage Trust (d) 5.98%, due 06/25/2032 $ 149 $ 154 4.39%, due 01/25/2034 2,899 2,933 4.83%, due 01/25/2034 1,586 1,597 4.95%, due 01/25/2034 1,199 1,205 CDC Mortgage Capital Trust (d) 1.41%, due 01/25/2033 237 236 Chase Mortgage Finance Corporation 6.50%, due 02/25/2029 469 468 Citicorp Mortgage Securities, Inc. 6.50%, due 04/25/2029 1,478 1,488 Countrywide Alternative Loan Trust Series 2003-J1 (d) 6.00%, due 10/25/2032 506 519 Countrywide Home Loan Trust- Series 2002-1 (d) 5.80%, due 03/19/2032 171 176 Countrywide Home Loans, Inc. (d) 4.99%, due 09/19/2032 563 570 CS First Boston Mortgage Securities Corp. 2.14%, due 03/25/2032 329 328 1.59%, due 09/27/2032 1,365 1,358 GSMPS Mortage Loan Trust 7.00%, due 06/25/2043 835 886 Home Equity Asset Trust (d) 1.42%, due 11/25/2032 240 239 Residential Funding Mortgage Securities I, Inc. 6.50%, due 03/25/2032 361 372 Sequoia Mortgage Funding Corporation-Series 10 (d) 1.50%, due 10/20/2027 1,318 1,321 Small Business Administration Participation Certificates 5.13%, due 09/01/2023 650 658 Structured Asset Mortgage Investments Inc. (d) 1.45%, due 09/19/2032 519 514 Structured Asset Securities Corporation (d) 1.43%, due 01/25/2033 21 21 Washington Mutual (d) 3.17%, due 02/27/2034 547 556 Washington Mutual Mortgage Securities Corporation (d) 2.84%, due 12/25/2040 686 691 Wells Fargo Mortgage Backed Securities Trust 6.25%, due 05/25/2031 680 679 Wells Fargo Mortgage Backed Securities Trust-Series 2002-E (d) 5.02%, due 09/25/2032 201 204 --------- Total Mortgage-Backed Securities (cost: $17,931) 17,900 --------- The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 4 PIMCO Total Return - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ------------------------- --------------- ASSET-BACKED SECURITIES (0.9%) Bear Stearns Asset Backed Securities, Inc. (d) 1.47%, due 10/25/2032 $ 295 $ 296 EFSI, Federated Student Finance Corporation (d) 1.14%, due 06/01/2039 2,100 2,098 Morgan Stanley Capital I Inc. Series 2003-HE2 (d) 1.48%, due 08/25/2033 1,545 1,544 RACERS SER 1997-R-8-3-144A (d) 1.48%, due 08/15/2007 1,100 1,088 Vanderbilt Acquistion Loan Trust (d) 3.28%, due 01/07/2013 70 70 --------- Total Asset-Backed Securities (cost: $5,094) 5,096 --------- CORPORATE DEBT SECURITIES (12.5%) Air Transportation (0.6%) Continental Airlines, Inc. 7.06%, due 09/15/2009 1,000 1,019 Delta Air Lines, Inc. 7.57%, due 11/18/2010 300 311 7.11%, due 09/18/2011 1,300 1,311 UAL Corporation 6.20%, due 09/01/2008 700 612 6.60%, due 09/01/2013 200 171 United Air Lines, Inc. 7.73%, due 07/01/2010 150 124 Automotive (0.3%) DaimlerChrysler North America Holding Corporation 6.50%, due 11/15/2013 940 990 Ford Motor Company 7.45%, due 07/16/2031 700 707 Business Credit Institutions (0.5%) Ford Motor Credit Company 7.38%, due 10/28/2009 1,030 1,131 1.41%, due 04/26/2004 (d) 500 500 1.60%, due 07/18/2005 (d) 400 397 National Rural Utilities Cooperative Finance Corporation (d) 2.16%, due 04/26/2004 1,000 1,003 Business Services (0.1%) Clear Channel Communications, Inc. 7.25%, due 10/15/2027 300 339 Commercial Banks (0.0%) HSBC Capital Funding LP-144A (d)(k) 10.18%, due 12/31/2049 100 146 Principal Value ------------------------- --------------- Communication (0.1%) Comcast Cable Communications, Inc. 6.75%, due 01/30/2011 $ 210 $ 234 Comcast Corporation 6.50%, due 01/15/2015 200 217 CSC Holdings, Inc. 7.63%, due 04/01/2011 220 232 TCI Communications, Inc. 8.65%, due 09/15/2004 100 105 Electric Services (1.9%) AEP Texas Central Co. 6.65%, due 02/15/2033 3,775 3,986 Columbus Southern Power Company 5.50%, due 03/01/2013 100 104 Florida Power Corporation 4.80%, due 03/01/2013 1,960 1,947 Ohio Power Company 5.50%, due 02/15/2013 100 103 Oncor Electric Delivery Company 6.38%, due 01/15/2015 600 652 Progress Energy, Inc. 6.55%, due 03/01/2004 600 604 6.85%, due 04/15/2012 1,600 1,783 PSEG Power LLC 6.95%, due 06/01/2012 921 1,039 Electric, Gas & Sanitary Services (0.2%) Niagara Mohawk Power Corporation 7.75%, due 10/01/2008 825 957 Electronic Components & Accessories (0.3%) Tyco International Group SA 6.38%, due 10/15/2011 1,510 1,614 Environmental Services (0.2%) Waste Management, Inc. 7.38%, due 08/01/2010 700 809 6.38%, due 11/15/2012 375 407 Food Stores (0.4%) Kroger Co. (The) 6.20%, due 06/15/2012 1,900 2,038 Gas Production & Distribution (0.5%) El Paso Corporation 7.80%, due 08/01/2031 500 426 7.75%, due 01/15/2032 425 362 Sonat Inc. 7.63%, due 07/15/2011 1,000 926 Southern Natural Gas Company 8.00%, due 03/01/2032 820 847 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 5 PIMCO Total Return - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ------------------------- --------------- General Obligation-County (0.3%) Cook County, Illinois Public Improvements, General Obligation Bonds, 5.13%, due 11/15/2026 $ 1,400 $ 1,429 General Obligation-State (0.1%) Illinois State, Pension Funding, General Obligation Bonds, 5.10%, due 06/01/2033 800 736 Health Services (0.2%) HEALTHSOUTH Corporation (b) 7.63%, due 06/01/2012 1,330 1,244 Holding & Other Investment Offices (0.3%) Premium Asset Trust-144A (d) 1.30%, due 06/28/2004 720 720 Rabobank Nederland-Series 144A 5.26%, due 12/31/2049 1,000 1,001 Hotels & Other Lodging Places (0.3%) Harrah's Operating Company, Inc. 8.00%, due 02/01/2011 50 59 Hilton Hotels Corporation 7.00%, due 07/15/2004 500 513 Park Place Entertainment Corporation 7.50%, due 09/01/2009 800 880 Starwood Hotels & Resorts Worldwide, Inc. 7.88%, due 05/01/2012 350 394 Life Insurance (0.0%) Protective Life Corporation-144A (d) 1.24%, due 09/26/2005 260 260 Motion Pictures (0.1%) Time Warner Inc. 8.11%, due 08/15/2006 150 170 6.88%, due 05/01/2012 410 461 Oil & Gas Extraction (0.3%) Kerr-McGee Corporation-144A (d) 1.89%, due 06/28/2004 5 5 Pemex Project Funding Master Trust 7.38%, due 12/15/2014 1,300 1,388 Personal Credit Institutions (1.6%) General Motors Acceptance Corporation 6.88%, due 08/28/2012 150 161 1.88%, due 01/20/2004 (d) 500 500 2.41%, due 10/20/2005 (d) 4,410 4,443 Household Finance Corporation 6.38%, due 11/27/2012 800 878 2.42%, due 03/11/2004 (d) 700 702 1.47%, due 06/17/2005 (d) 1,000 1,004 Principal Value ------------------------- --------------- Personal Credit Institutions (continued) SLM Corporation (d) 1.37%, due 09/15/2006 $ 230 $ 230 VW Credit Leasing, Ltd. (d) 1.45%, due 01/21/2005 360 360 Primary Metal Industries (0.1%) Alcan Inc.-144A (d) 1.43%, due 12/08/2004 800 798 Radio & Television Broadcasting (0.1%) Turner Broadcasting System, Inc. 7.40%, due 02/01/2004 500 502 Railroads (0.1%) Norfolk Southern Corporation 6.75%, due 02/15/2011 550 626 Revenue-Building Authority (0.2%) Michigan State Building Authority, Revenue Bonds, Series I, 5.25%, due 10/15/2013 950 1,087 Revenue-Education (1.0%) Brazos-Texas Higher Education Authority Inc., Revenue Bonds, 1.15%, due 01/01/2038 800 800 1.18%, due 05/01/2030 (d) 1,700 1,700 1.23%, due 07/01/2036 700 700 Michigan State Higher Educational Student Loan Authority, Revenue Bonds, Series X11-Z2(d) 1.14%, due 09/01/2033 1,100 1,100 Pennsylvania State Higher Educational Assistance Agency, Revenue Bonds, Series F3, 1.19%, due 10/01/2040 1,300 1,300 Revenue-Pollution Control (0.2%) New York State Environmental Facilities, Revenue Bonds, 5.00%, due 06/15/2032 240 246 5.00%, due 06/15/2033 80 82 5.00%, due 07/15/2033 70 72 Rhode Island Clean Water Financing Agency, Revenue Bonds, Series A, 5.00%, due 10/01/2028 610 615 Revenue-Special (0.1%) Tobacco Settlement Financing Corporation, New Jersey, Revenue Bonds, 6.00%, due 06/01/2037 770 688 Revenue-Tobacco (0.6%) Golden State Tobacco Securitization Corporation, California, Revenue Bonds, Series 2003-A-1, 6.75%, due 06/01/2039 460 453 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 6 PIMCO Total Return - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ------------------------- --------------- Revenue-Tobacco (continued) Golden State Tobacco Securitization Corporation, California, Revenue Bonds, Series A-2, 7.90%, due 06/01/2042 $ 195 $ 210 Iowa Tobacco Settlement Authority, Revenue Bonds, Series B, 5.60%, due 06/01/2035 705 595 Tobacco Settlement Financing Corporation, New Jersey, Revenue Bonds, 6.38%, due 06/01/2032 2,175 2,110 Revenue-Transportation (0.2%) Florida State Turnpike Authority, Revenue Bonds, Series C, 5.00%, due 07/01/2033 140 144 New Jersey State Transit Authority, Revenue Bonds, Series C, 5.00%, due 06/15/2011 690 768 Revenue-Utilities (0.4%) De Kalb County Georgia Water & Sewer, Revenue Bonds, Series A, 5.00%, due 10/01/2035 610 626 New York City Municipal Water Finance Authority, Revenue Bonds, Series A, 5.00%, due 06/15/2035 340 347 San Antonio, Texas Water Utility Improvements, Revenue Bonds, Series A, 5.00%, due 05/15/2032 1,400 1,425 South Central Connecticut Regional Water Authority, Revenue Bonds, Series A, 5.00%, due 08/01/2033 70 72 Security & Commodity Brokers (0.1%) Bear Stearns Companies Inc. (The) 7.63%, due 12/07/2009 560 661 Telecommunications (1.1%) AT&T Corp. (h) 7.25%, due 11/15/2006 850 940 Cingular Wireless 6.50%, due 12/15/2011 560 612 Deutsche Telekom AG (i) 7.75%, due 06/15/2005 325 353 Deutsche Telekom International (i) Finance BV 8.50%, due 06/15/2010 600 725 France Telecom (j) 9.75%, due 03/01/2031 1,635 2,172 Sprint Capital Corporation 5.88%, due 05/01/2004 950 961 7.63%, due 01/30/2011 50 56 Principal Value ------------------------- --------------- Telecommunications (continued) Sprint Capital Corporation-144A 8.75%, due 03/15/2032 $ 200 $ 236 Verizon Global Funding Corp. 7.60%, due 03/15/2007 25 28 --------- Total Corporate Debt Securities (cost: $66,223) 69,501 --------- SHORT-TERM U.S. GOVERNMENT OBLIGATIONS (22.7%) Fannie Mae 1.08%, due 02/18/2004 8,700 8,687 1.08%, due 02/23/2004 6,800 6,789 1.08%, due 02/25/2004 5,600 5,591 1.05%, due 03/17/2004 2,800 2,794 1.05%, due 03/24/2004 1,700 1,696 1.04%, due 03/31/2004 1,000 997 Federal Home Loan Bank 1.04%, due 03/12/2004 2,100 2,096 Freddie Mac 1.07%, due 01/29/2004 2,000 1,998 1.08%, due 02/05/2004 8,700 8,691 1.08%, due 02/12/2004 12,200 12,185 U.S. Treasury Bill 0.88%, due 03/18/2004 (a) 3,185 3,179 0.99%, due 04/15/2004 19,200 19,146 1.00%, due 04/15/2004 5,700 5,683 1.01%, due 04/22/2004 23,200 23,127 1.02%, due 05/06/2004 7,800 7,772 1.01%, due 05/27/2004 13,700 13,643 1.03%, due 06/03/2004 2,000 1,991 --------- Total Short-Term U.S. Government Obligations (cost: $126,065) 126,065 --------- COMMERCIAL PAPER (21.8%) ABN-AMRO North America Finance, Inc. 1.07%, due 01/26/2004 1,600 1,599 1.08%, due 02/03/2004 9,100 9,090 Alcon Capital Corporation-144A 1.08%, due 01/29/2004 10,000 9,993 Commonwealth Bank of Australia (Delaware) Finance, Inc. 1.07%, due 02/17/2004 3,400 3,395 1.08%, due 02/20/2004 8,500 8,487 du Pont (E.I.) de Nemours and Company 1.07%, due 03/02/2004 5,700 5,690 General Electric Capital Corporation 1.11%, due 03/12/2004 1,800 1,796 1.10%, due 03/16/2004 900 898 1.11%, due 04/08/2004 10,000 9,969 HBOS Treasury Services PLC 1.11%, due 03/19/2004 1,900 1,895 1.08%, due 04/01/2004 3,400 3,391 KfW International Finance Inc.-144A 1.08%, due 02/24/2004 15,000 14,977 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 7 PIMCO Total Return - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ----------- ------------ Nestle Capital Corp-144A 1.06%, due 02/09/2004 $ 1,000 $ 999 Nestle Captial Corp-144A 1.08%, due 02/02/2004 10,000 9,990 Rabobank USA Finance Corp 1.06%, due 01/30/2004 6,300 6,295 Royal Bank of Scotland Group PLC (The) 1.08%, due 02/03/2004 2,500 2,498 Shell Finance (UK) PLC 1.07%, due 03/10/2004 10,000 9,978 UBS Finance (Delaware) LLC 1.06%, due 01/20/2004 1,900 1,899 1.07%, due 04/05/2004 2,500 2,493 Westpac Capital Corporation 1.10%, due 04/07/2004 15,700 15,654 --------- Total Commercial Paper (cost: $120,986) 120,986 --------- CERTIFICATES OF DEPOSITS (4.5%) Morgan Chase & Co. (J.P.) 1.07%, due 02/09/2004 12,000 12,000 Wells Fargo Bank, NA 1.07%, due 01/13/2004 13,000 13,000 --------- Total Certificates of Deposits (cost: $25,000) 25,000 --------- Total Investment Securities (cost: $558,374) $ 565,144 ========= Notional Amount Value -------------------- -------------- WRITTEN SWAPTIONS (0.1%) Covered Call Swaptions (0.1%) LIBOR Rate Swaption (l) Call Strike 3.25% Expires 03/03/2004 19,000 $ (36) LIBOR Rate Swaption (l) Call Strike 4.00% Expires 03/03/2004 17,100 (18) LIBOR Rate Swaption (l) Call Strike 4.00% Expires 01/07/2005 7,000 (82) LIBOR Rate Swaption (l) Call Strike 3.80% Expires 10/07/2004 37,600 (307) Put Swaptions (0.0%) LIBOR Rate Swaption (m) Put Strike 7.00% Expires 01/07/2005 7,000 (33) Notional Amount Value -------------------- -------------- Put Swaptions (continued) LIBOR Rate Swaption (m) Put Strike 6.00% Expires 10/07/2004 37,600 $ (287) --------- Total Written Swaptions (premium: $1,586) (763) ========= SUMMARY: Investments, at value 101.7 % $ 565,144 Written swaptions (0.1)% (763) Liabilities in excess of other assets (1.6)% (8,843) ------- --------- Net assets 100.0 % $ 555,538 ======= ========= SWAP AGREEMENTS: - ------------------------------------------------------------------------------ Net Unrealized Expiration Notional Appreciation Date Amount (Depreciation) ------------ ------------ --------------- Receive a fixed rate equal to 5.00% and pay floating rate based on 3-month LIBOR. Counterparty: Merrill Lynch Capital Services, Inc. 06/16/2014 $ 5,700 $ 13 Receive a fixed rate equal to 1.07% and pay floating rate based on 6-month Japanese Yen - LIBOR. Counterparty: Morgan Stanley Capital Services Inc. 06/02/2012 670,000 151 Receive a fixed rate equal to 1.50% and pay floating rate based on 3-month Swiss Franc - LIBOR. Counterparty: J.P. Morgan Chase Bank 03/29/2005 77,000 120 Receive a fixed rate equal to 1.31% and the Fund will pay to the counterparty at par in the event of default of United Mexican States, 11.50%, due 05/15/2026. Counterparty: Goldman Sachs Capital Markets, L.P. 01/29/2005 800 9 --------- ----- Total Swap Agreements (premium: $292) $ 753,500 $ 293 ========= ===== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 8 PIMCO Total Return - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) FORWARD FOREIGN CURRENCY CONTRACTS: - ------------------------------------------------------------------------- Amount in Net Unrealized Bought Settlement U.S. Dollars Appreciation Currency (Sold) Date Bought (Sold) (Depreciation) - -------------- ------------- ------------ --------------- --------------- Euro Dollar (12) 01/02/2004 $ (16) $ -- Euro Dollar (8,418) 01/07/2004 (10,303) (311) Japanese Yen (160,000) 01/15/2004 (1,485) (8) ----------- ---------- $ (11,804) $ (319) =========== ========= FUTURES CONTRACTS: - --------------------------------------------------------------------------- Net Unrealized Settlement Appreciation Contracts (c) Date Amount (Depreciation) --------------- ------------ ------------ --------------- Euro Dollar 14 03/14/2005 $ 3,381 $ 29 Euro Dollar 126 06/13/2005 30,594 (35) Euro-BOBL (f) 20 03/10/2004 2,682 20 IMM Euro Dollar 14 09/13/2004 3,412 27 U.S. Treasury Long Bond 22 03/31/2004 2,393 12 3 Month Euro Euribor (g) 205 03/14/2005 56,994 (23) 5-Year U.S. Treasury Note 437 03/31/2004 48,476 305 10-Year U.S. Treasury Note 792 03/31/2004 88,028 886 90-Day Euro Dollar 239 12/13/2004 58,343 117 --------- ------- $ 294,303 $ 1,338 ========= ======= NOTES TO SCHEDULE OF INVESTMENTS: (a) At December 31, 2003, all or a portion of this security is segregated with the custodian to cover margin requirements for open swaption and futures contracts. The value of all securities segregated at December 31, 2003, is $3,179. (b) Securities are currently in default on interest payments. (c) Contract Amounts are not in thousands. (d) Floating or variable rate note. Rate is listed as of December 31, 2003. (e) Securities are stepbonds. Russian Federation has a coupon rate 5.00% until 03/31/2007, thereafter the coupon rate will be 7.50%. (f) Notional medium-term debt instrument issues by the German Federal Government. (g) Euro Interbank Offered Rate. (h) Securities are stepbonds. Coupon steps up by 25 BP for each rating downgrade by Standard and Poor's or Moody's for each notch below BBB+/A3. Coupon steps down by 25 BP for each rating upgrade. (i) Securities are stepbonds. Coupon steps up by 50 BP if rating is downgraded below Standard and Poor's single A Rating. Coupon steps down by 50 BP if rating is raised above Standard and Poor's or Moody's BBB/Baa rating. (j) Coupon steps up or down by 25 BP for each rating upgrade or downgrade by Standard and Poor's or Moody's for each notch below A-/A3. (k) Securities are stepbonds. HSBC Capital Funding LP-144A has a coupon rate of 10.18% until 6/30/2030, thereafter the coupon rate will become the 3 month LIBOR plus 498 B.P. (l) An option on an interest rate swap. If exercised, the fund will pay the strike rate in order to receive the 3 Month LIBOR (London Interbank Offer Rate). (m) An option on an interest rate swap. If exercised the fund will pay the 3 Month LIBOR (London Interbank Offer Rate) in order to receive the strike rate. DEFINITIONS: 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2003, these securities aggregated $40,213 or 7.24% of the net assets of the fund. TBA Mortgage-backed securities traded under delayed delivery commitments. Income on TBA's are not earned until settlement date. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 9 PIMCO Total Return - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $558,374) $565,144 Cash 4,380 Foreign cash (cost: $1,846) 1,921 Receivables: Investment securities sold 23,781 Interest 2,587 Variation margin 167 Swap agreements at value (premium $292) 585 --------- 598,565 --------- Liabilities: Investment securities purchased 41,577 Accounts payable and accrued liabilities: Management and advisory fees 347 Distribution fees 3 Unrealized depreciation on forward foreign currency contracts 319 Written options and swaptions (premium: $1,586) 763 Other 18 --------- 43,027 --------- Net Assets $555,538 ========= Net Assets Consist of: Capital stock, 100,000 shares authorized ($.01 par value) $ 506 Additional paid-in capital 525,733 Undistributed net investment income (loss) 10,856 Undistributed net realized gain (loss) from investment securities, futures/options/swaption contracts, swaps and foreign currency transactions 9,452 Net unrealized appreciation (depreciation) on: Investment securities 6,770 Futures contracts 1,338 Written option and swaption contracts 823 Swap agreements 293 Translation of assets and liabilities denominated in foreign currencies (233) --------- Net Assets $555,538 ========= Shares Outstanding: Initial Class 50,312 Service Class 276 Net Asset Value and Offering Price Per Share: Initial Class $ 10.98 Service Class 11.02 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 14,880 Income from loaned securities-net 16 -------- 14,896 -------- Expenses: Management and advisory fees 3,712 Transfer agent fees 2 Printing and shareholder reports 65 Custody fees 110 Administration fees 24 Legal fees 7 Auditing and accounting fees 12 Directors fees 20 Other 11 Service fees: Service Class 3 -------- Total Expenses 3,966 -------- Net Investment Income (Loss) 10,930 -------- Net Realized Gain (Loss) from: Investment securities 7,569 Futures contracts 2,795 Written option and swaption contracts 878 Swap agreements (67) Foreign currency transactions (81) -------- 11,094 -------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 1,644 Futures contracts (754) Written option and swaption contracts 804 Swap agreements 293 Translation of assets and liabilities denominated in foreign currency (270) -------- 1,717 -------- Net Gain (Loss) on Investment Securities, Futures/ Option/Swaption Contracts, Swap Agreements and Foreign Currency Transactions 12,811 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 23,741 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 10 PIMCO Total Return - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the year or period ended (all amounts in thousands) December 31, December 31, 2003 2002(a) ------------------ ------------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 10,930 $ 3,132 Net realized gain (loss) from investment securities, futures/ option/swaption contracts, swap agreements and foreign currency transactions 11,094 2,707 Net unrealized appreciation (depreciation) on investment securities, futures/option/swaption contracts, swap agreements and foreign currency translation 1,717 7,274 --------- -------- 23,741 13,113 --------- -------- Distributions to Shareholders: From net investment income: Initial Class (3,130) - Service Class (1) - --------- -------- (3,131) - --------- -------- From net realized gains: Initial Class (4,413) - Service Class (11) - --------- -------- (4,424) - --------- -------- Capital Share Transactions: Proceeds from shares sold: Initial Class 325,747 383,456 Service Class 3,857 - --------- -------- 329,604 383,456 --------- -------- Dividends and distributions reinvested: Initial Class 7,543 - Service Class 12 - --------- -------- 7,555 - --------- -------- Cost of shares redeemed: Initial Class (182,365) (11,164) Service Class (847) - --------- -------- (183,212) (11,164) --------- -------- 153,947 372,292 --------- -------- Net increase (decrease) in net assets 170,133 385,405 --------- -------- Net Assets: Beginning of year 385,40 - --------- -------- End of year $ 555,538 $385,405 ========= ======== Undistributed Net Investment Income (Loss) $ 10,856 $ 3,138 ========= ======== December 31, December 31, 2003 2002(a) ------------------ ------------------ Share Activity: Shares issued: Initial Class 30,210 37,366 Service Class 353 - ---------- --------- 30,563 37,366 ---------- --------- Shares issued-reinvested from distributions: Initial Class 718 - Service Class 1 - ---------- --------- 719 - ---------- --------- Shares redeemed: Initial Class (16,894) (1,088) Service Class (78) - ---------- --------- (16,972) (1,088) ---------- --------- Net increase (decrease) in shares outstanding 14,310 36,278 ========== ========= (a) Commenced operations on May 1, 2002. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 11 PIMCO Total Return - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 10.62 $ 0.22 $ 0.29 $ 0.51 12/31/2002 10.00 0.20 0.42 0.62 - --------------- ---------- --------- -------- -------- -------- Service Class 12/31/2003 10.89 0.12 0.11 0.23 - --------------- ---------- --------- -------- -------- -------- For a share outstanding throughout each period (a) ------------------------------------------------------ Distributions ----------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ------------ --------------- ------------ Initial Class $ (0.06) $ (0.09) $ (0.15) $ 10.98 - - - 10.62 - --------------- --------- --------- --------- --------- Service Class (0.01) (0.09) (0.10) 11.02 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 4.90% $ 552,494 0.75% 0.75% 2.06% 430% 12/31/2002 6.20 385,405 0.78 0.78 2.86 302 - --------------- ---------- ---- --------- ---- ---- ---- --- Service Class 12/31/2003 2.14 3,044 0.99 0.99 1.67 430 - --------------- ---------- ---- --------- ---- ---- ---- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 1, 2002 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 12 PIMCO Total Return - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. PIMCO Total Return ("the Fund"), part of ATSF, began operations on May 1, 2002. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $7 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 13 PIMCO Total Return - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as in the Schedule of Investments. TBA purchase commitments: The Fund may enter into "TBA" (to be announced) purchase commitments to purchase securities for a fixed price at a future date, typically not to exceed 45 days. TBA purchase commitments are considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to settlement date, in addition to the risk of decline in the value of the Fund's other assets. Unsettled TBA purchase commitments are valued at the current value of the underlying securities, according to the procedures described under Security Valuations. TBA purchase commitments are included in the Schedule of Investments. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in market value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, are listed in the Schedule of Investments. Swap Agreements: The Fund may invest in swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into interest rate and credit default swap agreements to manage its exposure to interest rates and credit risk. Interest rate swap agreements involve the exchange by the Fund with another party of their respective commitments to pay or receive interest. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party, typically corporate issues or sovereign issues of an emerging country, on its obligation. The Fund may use credit default swaps to provide a measure of protection against defaults of sovereign issuers (i.e., to reduce risk where the Fund owns or has exposure to the sovereign issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. Swaps are marked to market daily based upon quotations from market makers and vendors and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. Payments received or made at the beginning of the measurement period are reflected as such on the Statement of Assets and Liabilities. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss in the Statement of Operations. Net periodic payments are included as part of interest income on the Statement of Operations. Entering into these agreements involves, to varying degrees, elements of credit, market and documentation risk in excess of the amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of contractual terms in the agreements, and that there may be unfavorable changes in interest rates. Open Swap Agreements at December 31, 2003, are listed in the Schedule of Investments. Futures, options and swaptions contracts: The Fund may enter into futures and/or options contracts to manage exposure to market, interest rate or currency fluctuations. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. Option contracts are valued at the average of the bid and ask ("Mean Quote") established each day at the close of the board of trade or exchange on which they are traded. The primary risks associated with futures contracts and options are imperfect correlation between the change in value of the securities held and the prices of futures contracts and options; the possibility of an illiquid market and inability of the counterparty to meet the contract terms. When the Fund writes a covered call or put option, an amount equal to the premium received by the Fund is included in the Fund's Statement of AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 14 PIMCO Total Return - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Assets and Liabilities as an asset and as an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the option written. The Fund is authorized to write swaption contracts to manage exposure to fluctuations in interest rates and to enhance portfolio yield. Swaption contracts written by the Fund represents an option that gives the purchaser the right, but not the obligation, to enter into a previously agreed upon swap contract on a future date. If a written call option is exercised, the writer will enter a swap and is obligated to pay the fixed rate and receive a fixed rate in exchange. Swaptions are marked-to-market daily based upon quotations from market makers. When the Fund writes a swaption, the premium received is recorded as a liability and is subsequently adjusted to the current value of the swaption. Changes in the value of the swaption are reported as Unrealized gains or losses in written options in the Statement of Assets and Liabilities. Gain or loss is recognized when the swaption contract expires or is closed. Premiums received from writing swaptions that expire or are exercised are treated by the portfolio as realized gains from written options. The difference between the premium and the amount paid on effecting a closing purchase transaction is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchase, as a realized loss. Entering into a swaption contract involves, to varying degrees, the elements of credit, market and interest rate risk in excess of the amounts reported in the Statement of Assets and Liabilities, associated with both option contracts and swap contracts. To reduce credit risk from potential counterparty default, the portfolio enters into swaption contracts with counterparties whose creditworthiness has been approved by the Board of Trustees. The portfolio bears the market risk arising from any changes in index values or interest rates. The underlying face amounts of open futures, option, and swaption contracts at December 31, 2003, are listed in the Schedule of Investments. The variation margin receivable is included in the accompanying Statement of Assets and Liabilities. The variation margin receivable or payable, as applicable, is included in the accompanying Statement of Assets and Liabilities. Variation margin represents the additional payments due or excess deposits made in order to maintain the equity account at the required margin level. Transactions in written options were as follows: Premium Contracts* --------- ----------- Balance at 12/31/2002 $ 75 125 Sales 648 1,230 Closing Buys (36) (49) Expirations (687) (1,306) ---- ------ Balance at 12/31/2003 $ - - ==== ====== * Contracts not in thousands. Transactions in swaptions were as follows: Notional Premium Amount ----------- ------------ Beginning Balance at 12/31/2002 859 85,400 Sales 1,376 111,300 Closing Buys (336) (36,100) Expirations (313) (35,300) ----- ------- Ending Balance at 12/31/2003 $ 1,586 125,300 ======= ======= Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (ie: through the asset allocation funds): Net % of Assets Net Assets ---------- ----------- Asset Allocation-Conservative Portfolio $26,214 5% Asset Allocation-Moderate Growth Portfolio 54,944 10% Asset Allocation-Moderate Portfolio 62,027 11% Select+ Conservative 1,396 0% Select+ Growth & Income 1,175 0% ---- 26% ==== Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.70% of ANA AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 15 PIMCO Total Return - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.20% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $19. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 131,755 U.S. Government 1,378,658 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 170,701 U.S. Government 1,359,020 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ - Undistributed net investment income (loss) (81) Undistributed net realized capital gains (loss) 81 The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ - Long-term capital gains - 2003 Distributions paid from: Ordinary income 6,289 Long-term capital gains 1,266 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 16 PIMCO Total Return - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4-(continued) The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 19,712 ======== Undistributed Long-term Capital Gains $ 2,146 ======== Capital Loss Carryforward $ - ======== Post October Currency Loss $ 344 ======== Net Unrealized Appreciation (Depreciation) $ 6,748 ======== The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $558,396 ======== Unrealized Appreciation $ 7,417 Unrealized (Depreciation) (669) -------- Net Unrealized Appreciation (Depreciation) $ 6,748 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 17 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders PIMCO Total Return In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of PIMCO Total Return (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 PIMCO Total Return 18 Salomon All Cap - -------------------------------------------------------------------------------- MARKET ENVIRONMENT Salomon All Cap outperformed its benchmark, the Russell 3000 Index ("Russell 3000") in 2003. Contributing to the positive results in the recently completed year were sector and security positions that benefited from an improving economy. Early in 2003 we determined that a pro-cyclical tilt was appropriate in constructing portfolios. In addition, we believed that 2003, like 1975, would experience a pronounced "beta trade", that is the tendency for smaller companies to outperform larger ones. Historically, the first year after a severe bear market ends is one in which the "beta trade" occurs. The 1974 bear market ended in December of that year and the most recent severe bear market ended in early October 2002. These are the only two severe bear markets in the last 30 years. Salomon All Cap had approximately 35% of its holdings in smaller and mid-cap companies and benefited from the outperformance from the small company segment of the stock market. High levels of liquidity at the corporate and individual levels and stimulative monetary and fiscal policy were critical factors leading to outstanding stock market performance. Early in 2003, money market fund assets were equal to 29% of the value of the Wilshire 5000 Total Market Index, a broad measure of aggregate common stock values. This percentage was a record by a wide margin over the last 25 years. We believe this also indicated that investors were pessimistic in early 2003. In a sense this was the ideal climate for above average equity returns. It is relatively rare that tremendous liquidity, fuel for the stock market, investor pessimism and lower valuations, exist side by side. After the market turned in March of last year, it seemed to us that better economic results lay immediately ahead. The stock market was particularly favorable for companies leveraged by prospects for an improving economy. PERFORMANCE For the year ended December 31, 2003, Salomon All Cap returned 35.15%. By comparison its benchmark, the Russell 3000 returned 31.06%. STRATEGY REVIEW During 2003, the portfolio was overweighted in information technology ("IT"), consumer discretionary and the basic materials sectors because we believed these included companies most sensitive to an improving economy. As a result of these commitments, those sectors along with the telecommunications services sectors contributed positively to the portfolio's performance. During the year, we were underweight in financial services. This detracted from performance. We have been reducing our IT position to market weight and have increased our holdings in healthcare to market weight. Previously healthcare had been underweight. The five largest contributors to performance during 2003 were Maxtor Corporation ("Maxtor"), Telefonaktiebolaget LM Ericsson, Hasbro Inc., 3Com Corporation, and Lucent Technologies Inc. The position in Maxtor was sold late in 2003. The five worst performers during the year were Eastman Kodak Company, Schering-Plough Corporation ("Schering-Plough"), Federated Department Stores, Inc., St. Paul Companies, Inc. and Clayton Homes, Inc. All, except Schering-Plough and Eastman Kodak, have been sold. /s/ John G. Goode John G. Goode /s/ Peter J. Hable Peter J. Hable Co-Portfolio Managers Salomon Brothers Asset Management, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Salomon All Cap 1 Salomon All Cap - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/3/99 through 12/31/03 Initial Class Russell 3000 5/3/99 $10,000 $10,000 6/30/99 10,750 10,306 9/30/99 10,210 9,627 12/31/99 11,557 11,188 3/31/00 13,014 11,699 6/30/00 13,438 11,295 9/30/00 13,654 11,378 12/31/00 13,672 10,354 3/31/01 13,672 9,095 6/30/01 14,409 9,721 9/30/01 12,493 8,203 12/31/01 13,958 9,167 3/31/02 13,957 9,256 6/30/02 11,799 8,045 9/30/02 9,436 6,658 12/31/02 10,509 7,193 3/31/03 10,140 6,974 6/30/03 11,885 8,107 9/30/03 12,517 8,384 12/31/03 14,203 9,426 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ----------- ---------- Initial Class 35.15% 7.81% 5/3/99 Russell 3000(1) 31.06% (1.26)% 5/3/99 - --------------- ----- ----- ------ Service Class - 29.12% 5/1/03 - --------------- ----- ----- ------ NOTES (1) The Russell 3000 (Russell 3000) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Investments in a "non-diversified" portfolio may be subject to specific risks such as susceptibility to single economic political, or regulatory events, and may be subject to greater loss than investments in a diversified portfolio. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Salomon All Cap 2 Salomon All Cap - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ----------------------- --------------- PREFERRED STOCKS (1.1%) Motion Pictures (1.1%) News Corporation Limited (The)-ADR (b) 223,400 $ 6,758 --------- Total Preferred Stocks (cost: $6,583) 6,758 --------- COMMON STOCKS (91.6%) Aerospace (0.9%) Boeing Company (The) 60,000 2,528 Goodrich Corporation 95,000 2,821 Amusement & Recreation Services (1.0%) Disney (Walt) Company (The) 263,600 6,150 Apparel & Accessory Stores (0.3%) Gap, Inc. (The) (b) 87,400 2,029 Automotive (0.8%) Honeywell International Inc. 150,000 5,015 Business Services (0.8%) Catalina Marketing Corporation (a)(b) 110,000 2,218 NDCHealth Corporation (b) 94,800 2,429 Chemicals & Allied Products (4.3%) Cabot Corporation 200,000 6,368 Crompton Corporation 417,500 2,993 Dow Chemical Company (The) 175,000 7,275 Olin Corporation 165,500 3,320 Potash Corporation of Saskatchewan Inc. (b) 67,700 5,855 Commercial Banks (3.4%) Bank One Corporation 125,000 5,699 Mitsubishi Tokyo Financial Group, Inc.-ADR (b) 824,000 6,452 Morgan Chase & Co. (J.P.) 81,800 3,005 State Street Corporation 100,000 5,208 Communication (3.0%) Comcast Corporation-Special Class A (a) 300,000 9,384 Liberty Media Corporation-Class A (a) 728,400 8,661 Communications Equipment (5.6%) Lucent Technologies Inc. (a)(b) 2,500,000 7,100 Motorola, Inc. 800,000 11,256 Nokia Oyj-ADR 515,500 8,764 Telefonaktiebolaget LM Ericsson-ADR (a)(b) 379,620 6,719 Computer & Data Processing Services (4.5%) IMS Health Incorporated 160,000 3,978 Micromuse Inc. (a) 518,000 3,574 Microsoft Corporation 214,500 5,907 RealNetworks, Inc. (a) 602,000 3,437 Sabre Holdings Corporation (b) 202,500 4,372 Unisys Corporation (a) 400,000 5,940 Shares Value ----------------------- --------------- Computer & Office Equipment (2.8%) 3Com Corporation (a) 1,500,000 $ 12,255 Hewlett-Packard Company 201,300 4,624 Construction (0.3%) Fluor Corporation 47,100 1,867 Drug Stores & Proprietary Stores (0.0%) Medco Health Solutions, Inc. (a) 5,897 200 Electronic & Other Electric Equipment (0.9%) Sony Corporation-ADR 150,000 5,201 Electronic Components & Accessories (4.9%) Intel Corporation 195,800 6,305 Lattice Semiconductor Corporation (a) 215,200 2,083 Solectron Corporation (a) 1,977,400 11,686 Taiwan Semiconductor Manufacturing Company Ltd.-ADR (a) 600,000 6,144 Texas Instruments Incorporated 100,000 2,938 Environmental Services (1.5%) Waste Management, Inc. 300,700 8,901 Fabricated Metal Products (0.1%) Shaw Group Inc. (The) (a)(b) 52,000 708 Food & Kindred Products (1.0%) Archer Daniels Midland Co. 400,000 6,088 Food Stores (1.3%) Safeway Inc. (a)(b) 350,000 7,669 Gas Production & Distribution (0.7%) Williams Companies, Inc. (The) 400,000 3,928 Health Services (0.3%) Enzo Biochemical, Inc. (a)(b) 105,000 1,881 Holding & Other Investment Offices (0.3%) Friedman, Billings, Ramsey Group, Inc. 70,300 1,623 Hotels & Other Lodging Places (0.7%) Extended Stay America, Inc. 280,000 4,054 Industrial Machinery & Equipment (1.7%) Caterpillar, Inc. 60,000 4,981 Deere & Company 36,100 2,348 Ingersoll-Rand Company-Class A 38,500 2,613 Instruments & Related Products (3.1%) Agilent Technologies, Inc. (a) 224,700 6,570 Eastman Kodak Company (b) 117,100 3,006 Raytheon Company 300,000 9,011 Insurance (5.1%) Ambac Financial Group, Inc. 81,400 5,648 Chubb Corporation 100,000 6,810 CNA Surety Corporation (a) 303,300 2,884 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Salomon All Cap 3 Salomon All Cap - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ----------------------- --------------- Insurance (continued) MBIA, Inc. 54,600 $ 3,234 MGIC Investment Corporation (b) 88,500 5,039 Radian Group, Inc. 150,000 7,313 Insurance Agents, Brokers & Service (1.6%) Hartford Financial Services Group, Inc. (The) 61,700 3,642 Marsh & McLennan Companies, Inc. 126,700 6,068 Life Insurance (0.1%) Scottish Annuity & Life Holdings, Ltd. 38,200 794 Lumber & Other Building Materials (0.6%) Home Depot, Inc. (The) 102,800 3,648 Lumber & Wood Products (2.2%) Georgia-Pacific Corporation (b) 169,400 5,195 Weyerhaeuser Company 125,000 8,000 Manufacturing Industries (1.2%) Hasbro Inc. 344,800 7,337 Metal Mining (1.6%) Newmont Mining Corporation (b) 200,000 9,722 Motion Pictures (3.2%) Metro-Goldwyn-Mayer Inc. (a)(b) 239,607 4,095 News Corporation Limited (The)-ADR (b) 128,200 4,628 Time Warner Inc. (a) 583,000 10,488 Oil & Gas Extraction (3.0%) Anadarko Petroleum Corporation 68,300 3,484 GlobalSantaFe Corporation 200,000 4,966 Halliburton Company 228,600 5,944 Schlumberger Limited 65,000 3,557 Paper & Allied Products (0.7%) Smurfit-Stone Container Corporation (a) 174,500 3,240 St. Joe Company (The) 22,300 832 Petroleum Refining (2.6%) Amerada Hess Corporation 50,000 2,659 ChevronTexaco Corporation 100,000 8,639 Murphy Oil Corporation 70,500 4,604 Pharmaceuticals (12.4%) Abbott Laboratories 200,000 9,319 Aphton Corporation (a)(b) 150,000 900 Bristol-Myers Squibb Co. 250,000 7,150 Elan Corporation PLC-ADR (a)(b) 847,800 5,841 Genelabs Technologies, Inc. (a) 300,600 842 Johnson & Johnson 175,000 9,040 McKesson HBOC, Inc. 51,000 1,640 Merck & Co., Inc. 180,000 8,316 Novartis AG-ADR 182,800 8,389 Pfizer Inc. 325,000 11,482 Schering-Plough Corporation 155,000 2,695 Wyeth 150,000 6,368 XOMA Ltd. (a) 426,300 2,814 Shares Value ----------------------- --------------- Primary Metal Industries (3.5%) Alcoa Inc. 275,000 $ 10,450 Allegheny Technologies Incorporated 372,800 4,928 Brush Engineered Materials Inc. (a) 60,000 919 Engelhard Corporation 59,600 1,785 Nucor Corporation (b) 52,100 2,918 Restaurants (1.0%) McDonald's Corporation 242,800 6,029 Security & Commodity Brokers (2.3%) American Express Company 150,600 7,263 Merrill Lynch & Co., Inc. 82,700 4,850 Morgan Stanley 30,000 1,736 Telecommunications (3.5%) Nippon Telegraph and Telephone Corporation-ADR 200,000 4,912 SBC Communications Inc. 325,000 8,473 Vodafone Group PLC-ADR 296,500 7,424 Transportation Equipment (0.2%) Fleetwood Enterprises, Inc. (a)(b) 99,000 1,016 Variety Stores (1.4%) Costco Wholesale Corporation (a)(b) 223,800 8,321 Wholesale Trade Durable Goods (1.2%) IKON Office Solutions, Inc. 600,000 7,116 ---------- Total Common Stocks (cost: $469,553) 550,547 ---------- Principal Value -------------- ------------ SHORT-TERM OBLIGATIONS (7.8%) Investor's Bank & Trust Company (d) 0.72%, Repurchase Agreement dated 12/31/2003 to be repurchased at $46,841 on 01/02/2004 $ 46,839 $ 46,839 --------- Total Short-Term Obligations (cost: $46,839) 46,839 --------- SECURITY LENDING COLLATERAL (11.4%) Debt (9.1%) Bank Notes (0.4%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 323 323 Fleet National Bank 1.00%, due 01/21/2004 1,212 1,212 National Bank of Commerce 1.19%, due 04/21/2004 1,010 1,010 Commercial Paper (2.3%) Compass Securitization-144A 1.08%, due 01/22/2004 606 606 Delaware Funding Corporation 1.08%, due 01/07/2004 402 402 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 606 606 1.09%, due 01/13/2004 404 404 1.08%, due 02/05/2004 806 806 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Salomon All Cap 4 Salomon All Cap - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ------------------------- --------------- Commercial Paper (continued) General Electric Capital Corporation 1.09%, due 01/08/2004 $ 1,007 $ 1,007 1.09%, due 01/09/2004 606 606 1.08%, due 01/16/2004 804 804 Govco Incorporated-144A 1.07%, due 02/05/2004 1,009 1,009 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 1,008 1,008 1.09%, due 02/06/2004 1,008 1,008 1.10%, due 02/09/2004 589 589 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 1,008 1,008 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 606 606 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 1,170 1,170 1.08%, due 02/17/2004 2,016 2,016 Sheffield Receivables-144A 1.09%, due 01/21/2004 404 404 Euro Dollar Overnight (0.5%) BNP Paribas SA 0.97%, due 01/07/2004 2,019 2,019 Credit Agricole Indosuez 0.98%, due 01/02/2004 81 81 1.08%, due 01/06/2004 767 767 Euro Dollar Terms (2.2%) Bank of Montreal 1.06%, due 01/15/2004 394 394 1.06%, due 02/17/2004 808 808 Bank of Scotland 1.06%, due 04/02/2004 606 606 Citigroup Inc. 1.10%, due 01/22/2004 606 606 1.09%, due 02/06/2004 808 808 Credit Agricole Indosuez 1.08%, due 01/28/2004 404 404 Den Danske Bank 1.08%, due 01/20/2004 2,019 2,019 1.02%, due 01/30/2004 1,010 1,010 Royal Bank of Canada 1.05%, due 02/27/2004 2,019 2,019 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 1,212 1,212 1.08%, due 01/15/2004 404 404 1.08%, due 01/20/2004 202 202 Svenska Handelsbanken AB 1.09%, due 01/15/2004 202 202 Principal Value ------------------------- --------------- Euro Dollar Terms (continued) Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 $ 1,212 $ 1,212 Wells Fargo & Company 1.04%, due 01/30/2004 1,615 1,615 Master Notes (0.7%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 808 808 1.14%, due 09/08/2004 1,212 1,212 Morgan Stanley 1.05%, due 06/21/2004 1,939 1,939 Medium Term Notes (0.4%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 2,018 2,018 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 606 606 Repurchase Agreements (2.6%) (c) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $4,724 on 01/02/2004 4,724 4,724 Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $6,421 on 01/02/2004 6,421 6,421 Morgan Stanley 1.11%, Repurchase Agreement dated 12/31/2003 to be repurchased at $3,836 on 01/02/2004 3,836 3,836 Shares Value ---------------- ------------ Investment Companies (2.3%) Money Market Funds (2.3%) American AAdvantage Select Fund 1-day yield of 1.00% 990,559 $ 991 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 2,418,524 2,419 Merrimac Cash Series Fund- Premium Class 1-day yield of 0.98% 10,516,540 10,517 --------- Total Security Lending Collateral (cost: $68,483) 68,483 --------- Total Investment Securities (cost: $591,458) $672,627 ========= SUMMARY: Investments, at value 111.9 % $672,627 Liabilities in excess of other assets (11.9)% (71,656) ---------- --------- Net assets 100.0% $600,971 ========== ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Salomon All Cap 5 Salomon All Cap - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $65,250. (c) Cash collateral for the Repurchase Agreements, valued at $15,283, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) At December 31, 2003, the collateral for the repurchase agreement (excluding collateral for securities on loan) is as follows: Market Value Collateral and Accrued Interest - ------------------------------ --------------------- $77,731 Fannie Mae Conventional Pool #620048 3.16%, due 08/01/2037 $ 36,489 $20,122 Ginnie Mae ARM 3.50%, due 05/20/2032 12,692 -------- $ 49,181 ======== DEFINITIONS: ADR American Depositary Receipt ARM Adjustable Rate Mortgage 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Salomon All Cap 6 Salomon All Cap - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $591,458) (including $65,250 of securities loaned) $672,627 Cash 56 Receivables: Interest 3 Dividends 684 Other 63 --------- 673,433 --------- Liabilities: Investment securities purchased 3,477 Accounts payable and accrued liabilities: Management and advisory fees 427 Distribution fees 1 Payable for collateral for securities on loan 68,483 Other 74 --------- 72,462 --------- Net Assets $600,971 ========= Net Assets Consist of: Capital stock, 100,000 shares authorized ($.01 par value) $ 460 Additional paid-in capital 562,325 Undistributed net investment income (loss) 1,404 Accumulated net realized gain (loss) from investment securities (44,387) Net unrealized appreciation (depreciation) on investment securities 81,169 --------- Net Assets $600,971 ========= Shares Outstanding: Initial Class 45,938 Service Class 95 Net Asset Value and Offering Price Per Share: Initial Class $ 13.06 Service Class 13.08 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 306 Dividends 4,825 Income from loaned securities-net 67 Less withholding taxes on foreign dividends (62) --------- 5,136 --------- Expenses: Management and advisory fees 3,555 Transfer agent fees 2 Printing and shareholder reports 67 Custody fees 43 Administration fees 24 Legal fees 5 Auditing and accounting fees 12 Directors fees 15 Other 8 Service fees: Service Class 1 --------- Total expenses 3,732 --------- Net Investment Income (Loss) 1,404 --------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities (515) Increase (decrease) in unrealized appreciation (depreciation) on investment securities 138,124 --------- Net Gain (Loss) on Investment Securities 137,609 --------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 139,013 ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Salomon All Cap 7 Salomon All Cap - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ---------------- ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 1,404 $ 1,713 Net realized gain (loss) from investment securities (515) (39,017) Net unrealized appreciation (depreciation) on investment securities 138,124 (55,709) --------- --------- 139,013 (93,013) --------- --------- Distributions to Shareholders: From net investment income: Initial Class (1,713) (2,854) Service Class - - --------- --------- (1,713) (2,854) --------- --------- From net realized gains: Initial Class - (983) Service Class - - --------- --------- - (983) --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 201,048 199,671 Service Class 1,263 - --------- --------- 202,311 199,671 --------- --------- Dividends and distributions reinvested: Initial Class 1,713 3,837 Service Class - - --------- --------- 1,713 3,837 --------- --------- Cost of shares redeemed: Initial Class (49,032) (85,716) Service Class (144) - --------- --------- (49,176) (85,716) --------- --------- 154,848 117,792 --------- --------- Net increase (decrease) in net assets 292,148 20,942 --------- --------- Net Assets: Beginning of year 308,823 287,881 --------- --------- End of year $ 600,971 $ 308,823 ========= ========= Undistributed Net Investment Income (Loss) $ 1,404 $ 1,713 ========= ========= December 31, December 31, 2003 2002 ---------------- ---------------- Share Activity: Shares issued: Initial Class 18,572 17,376 Service Class 107 - --------- --------- 18,679 17,376 --------- --------- Shares issued-reinvested from distributions: Initial Class 153 380 Service Class - - --------- --------- 153 380 --------- --------- Shares redeemed: Initial Class (4,614) (7,972) Service Class (12) - --------- --------- (4,626) (7,972) --------- --------- Net increase (decrease) in shares outstanding 14,206 9,784 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Salomon All Cap 8 Salomon All Cap - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 9.70 $ 0.04 $ 3.36 $ 3.40 12/31/2002 13.06 0.06 (3.28) (3.22) 12/31/2001 12.99 0.19 0.09 0.28 12/31/2000 11.18 0.14 1.90 2.04 12/31/1999 10.00 0.08 1.48 1.56 - --------------- ---------- --------- -------- --------- --------- Service Class 12/31/2003 10.13 0.01 2.94 2.95 - --------------- ---------- --------- -------- --------- --------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ (0.04) $ - $ (0.04) $ 13.06 (0.10) (0.04) (0.14) 9.70 (0.20) (0.01) (0.21) 13.06 (0.20) (0.03) (0.23) 12.99 (0.38) - (0.38) 11.18 - --------------- --------- --------- --------- --------- Service Class - - - 13.08 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 35.15% $ 599,732 0.86% 0.86% 0.32% 17% 12/31/2002 (24.71) 308,823 0.91 0.91 0.56 134 12/31/2001 2.09 287,881 1.00 1.00 1.43 83 12/31/2000 18.30 85,730 1.00 1.25 1.11 118 12/31/1999 15.57 6,686 1.00 2.87 1.09 216 - --------------- ---------- ------ --------- ---- ---- ---- --- Service Class 12/31/2003 29.12 1,239 1.12 1.12 0.14 17 - --------------- ---------- ------ --------- ---- ---- ---- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 3, 1999 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Salomon All Cap 9 Salomon All Cap - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Salomon All Cap ("the Fund"), part of ATSF, began operations on May 3, 1999. The fund is "non-diversified" under the 1940 Act. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $86 are included in net realized gains in the Statement of Operations. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $29 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Salomon All Cap 10 Salomon All Cap - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (i.e.: through the asset allocation funds): Net % of Assets Net Assets ----------- ----------- Asset Allocation-Conservative Portfolio $ 14,915 2% Asset Allocation-Growth Portfolio 43,098 7% Asset Allocation-Moderate Growth Portfolio 59,711 10% Asset Allocation-Moderate Portfolio 41,017 7% -- 26% == Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following stated break points: 0.90% of the first $100 million of ANA 0.80% of ANA over $100 million ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. There were no amounts recaptured at December 31, 2003. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the State- AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Salomon All Cap 11 Salomon All Cap - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) ment of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Brokerage commissions: Brokerage commissions incurred on security transactions placed with an affiliate of the sub-adviser for the year ended December 31, 2003, were $18. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $20. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 219,478 U.S. Government 1,884 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 59,555 U.S. Government 1,802 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 3,269 Long-term capital gains 569 2003 Distributions paid from: Ordinary income 1,713 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 1,404 ========= Undistributed Long-term Capital Gains $ - ========= Capital Loss Carryforward $ (44,255) ========= Post October Loss $ - ========= Net Unrealized Appreciation (Depreciation) $ 81,037 ========= The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 36,471 December 31, 2010 7,784 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $591,590 ======== Unrealized Appreciation $ 87,900 Unrealized (Depreciation) (6,863) -------- Net Unrealized Appreciation (Depreciation) $ 81,037 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Salomon All Cap 12 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders Salomon All Cap In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Salomon All Cap (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Salomon All Cap 13 Select+ Aggressive - -------------------------------------------------------------------------------- MARKET ENVIRONMENT The improvement in economic growth during the last three quarters of 2003 helped to contribute to attractive returns in financial markets for the year. The strength in economic growth continues and the final revision of third quarter gross domestic product ("GDP") showed growth at an 8.2% pace annualized for the quarter and 3.6% growth year-over year. The above trend growth on a year-over-year basis was last achieved in the third quarter of 2000. Year-over-year growth for the fourth quarter was 4.3%. The December Institute for Supply Management ("ISM") PMI Manufacturing Composite Index once again exceeded expectations, rising to 66.2%. Both the New Orders and Production indices remained at high levels, and the Employment index remained above 50% for the second straight month. (An index reading above 50% indicates expansion). Chain store sales increased 4.2% in December according to the International Council of Shopping Centers (ICSC) chain store index, the best December (and holiday season) sales growth since 1999. Sales generally exceeded recent projections as the month ended strongly. Global semiconductor sales have continued strong. November chip sales rose 4.5% over the previous month and are up 17.4% year-to-date supported by strong consumer electronics demand and computer sales. The rise in mortgage rates continues to negatively affect the housing and mortgage businesses. Sales of new homes softened further in November falling by 2.4%, near expectations, and following a trend that has generally been in place since July. Slightly less favorable mortgage interest rates, combined with slower demand, are slowing sales. Despite the weakening, new home sales continue at impressive levels of 1.08 million annualized units. The employment situation, a lagging indicator, is still struggling to attain sustained improvement. Although the unemployment rate fell from 5.9% to 5.7% in December, only 1,000 new jobs were created, far below consensus estimates. The unemployment situation seems to be stabilizing. Initial and continuing unemployment claims have fallen below the 400,000 mark, a sign that more new jobs are being created. The number of people who filed for first-time unemployment benefits which was 353,000 at the beginning of the year, at year-end was near 339,000. The consumer's outlook is improving, as The Conference Board's Consumer Confidence Index, advanced to 96.8 for January, up from 91.7 in December. The more favorable job market is a factor in the improved confidence. U.S. companies are still downsizing, albeit at a slower rate despite the solid rebound in the nation's economy. The number of announced job cuts fell to 93,020 in December, down from 99,452. The Index of Leading Economic Indicators (LEI) continues to move higher and is now at 114.2 confirming the growth rate of the economy remains above trend. The LEI is a leading indicator of corporate profits and is pointing to substantial increases in earnings for the next two quarters. As the "earnings season" begins in mid-January, we believe we will see record profits for the companies that make up the Standard and Poor's 500 Composite Stock Index. Low short-term interest rates and improved confidence have resulted in a shift from cash to stocks by investors. Money has been flowing into equity mutual funds since April, yet money market assets are above normal levels, so the trend, we believe, will continue. Also, as a result of recent tax cuts, investments, particularly in stocks, are more attractive on an after-tax basis. Reduced marginal rates for individuals have been a plus for consumer spending, and accelerated depreciation benefits result in more capital spending by businesses. PERFORMANCE For the year ended December 31, 2003, Select+ Aggressive returned 27.25%. By comparison its benchmark, the Wilshire 5000 Total Market Index returned 29.44%. STRATEGY REVEIW The Select+ Aggressive portfolio is structured for long-term, risk tolerant investors seeking a diversified equity portfolio for the purpose of taking advantage of the potential economic turnaround and recovery in corporate earnings. We have selected the general targets for the portfolio of 95% in equities diversified within the broad asset class and 5% in cash. Equities are the asset of choice particularly as the economy grows above trend. Investment Team Union Planters Investment Advisers, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Aggressive 1 Select+Aggressive - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Select+Aggressive and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 12/5/02 through 12/31/03 Initial Class Wilshire 5000 12/5/02 $10,000 $10,000 12/31/02 9,760 9,431 3/31/03 9,420 9,102 6/30/03 10,770 10,561 9/30/03 11,100 10,908 12/31/03 12,420 12,208 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ----------- ---------- Select+Aggressive 27.25% 22.49% 12/5/02 Wilshire 5000(1) 29.44% 20.14% 12/5/02 - ------------------- ----- ----- ------- NOTES (1) The Wilshire 5000 Total Market (Wilshire 5000) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Aggressive 2 Select+ Aggressive - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ----------- ------- INVESTMENT COMPANIES (100.0%) (b) Aggressive Equity (10.4%) Third Avenue Value 2,793 $ 47 Capital Preservation (4.4%) Transamerica Money Market 19,649 20 Growth Equity (64.9%) BlackRock Mid Cap Growth (a) 4,711 45 T. Rowe Price Equity Income 5,953 113 T. Rowe Price Growth Stock 6,911 136 World Equity (20.3%) American Century International (a) 12,171 92 ----- Total Investment Companies (cost: $394) $ 453 ===== SUMMARY: Investment companies, at value 100.0% $ 453 Liabilities in excess of other assets 0.0% - ------ ----- Net assets 100.0% $ 453 ====== ===== NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) The fund invests its assets in Initial Class shares of underlying portfolios of AEGON/Transamerica Series Fund, Inc., which are affiliates of the Fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Aggressive 3 Select+ Aggressive - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment in affiliated investment companies, at value (cost: $394) $ 453 Other 4 ----- 457 ----- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 1 Other 3 ----- 4 ----- Net Assets $ 453 ===== Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ - Additional paid-in capital 392 Accumulated net investment income (loss) (1) Undistributed net realized gain (loss) from investment in affiliated investment companies 3 Net unrealized appreciation (depreciation) on investment in affiliated investment companies 59 ------- Net Assets $ 453 ======= Shares Outstanding: 36 Net Asset Value and Offering Price Per Share: $ 12.42 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Dividends from affiliated investment companies $ 1 ---- Expenses: Transfer agent fees 2 Printing and shareholder reports 4 Custody fees 8 Administration fees 21 Auditing and accounting fees 20 ---- Total expenses 55 Less: Advisory fee waiver and expense reimbursement (53) ---- Net expenses 2 ---- Net Investment Income (Loss) (1) ---- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment in affiliated investment companies 3 Increase (decrease) in unrealized appreciation (depreciation) on investment in affiliated investment companies 61 ---- Net Gain (Loss) on Investment in Affiliated Investment Companies 64 ---- Net Increase (Decrease) in Net Assets Resulting from Operations $ 63 ==== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Aggressive 4 Select+ Aggressive - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the year or period ended (all amounts in thousands) December 31, December 31, 2003 2002(a) ------------------ ------------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (1) $ - Net realized gain (loss) from investment in affiliated investment companies 3 - Net unrealized appreciation (depreciation) on investment in affiliated investment companies 61 (2) ----- ----- 63 (2) ----- ----- Distributions to Shareholders: From net investment income - - From net realized gains - - ----- ----- - - ----- ----- Capital Share Transactions: Proceeds from shares sold 316 100 Dividends and distributions reinvested - - Cost of shares redeemed (24) - ----- ----- 292 100 ----- ----- Net increase (decrease) in net assets 355 100 ----- ----- Net Assets: Beginning of year 98 - ----- ------ End of year $ 453 $ 98 ===== ===== Accumulated Net Investment Income (Loss) $ (1) $ - ===== ===== December 31, December 31, 2003 2002(a) ------------------ ------------------ Share Activity: Shares issued 28 10 Shares issued-reinvested from distributions - - Shares redeemed (2) - ------- ------ Net increase (decrease) in shares outstanding 26 10 ====== ====== (a) Commenced operations on December 5, 2002. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Aggressive 5 Select+ Aggressive - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) -------------------------------------------------------------------------------------------------------------- Investment Operations Distributions --------------------------------------------- --------------------------------------- Net Asset Net Asset For the Value, Net Net Realized From Net From Net Value, Period Beginning Investment and Unrealized Total Investment Realized Total End Ended (b) of Period Income (Loss) Gain (Loss) Operations Income Gains Distributions of Period - ------------ ----------- --------------- ---------------- ------------ ------------ ---------- --------------- ------------ 12/31/2003 $ 9.76 $ (0.03) $ 2.69 $ 2.66 $ - $ - $ - $ 12.42 12/31/2002 10.00 - (0.24) (0.24) - - - 9.76 - ---------- --------- --------- -------- -------- --- --- --- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) - ------------ --------------- ------------- --------- ----------- ---------------- ---------- 12/31/2003 27.25% $ 453 0.55% 25.81% (0.25)% 23% 12/31/2002 (2.40) 98 0.55 77.92 (0.49) - - ---------- ----- ------- ---- ----- ----- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception date of the Fund is December 5, 2002. (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Aggressive 6 Select+ Aggressive - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Select+ Aggressive ("the Fund"), part of ATSF, began operations on December 5, 2002. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Security valuations: The Fund's investments are valued at the net asset values of the underlying portfolios of ATSF. The net asset values of the underlying portfolios are determined at the close of the New York Stock Exchange (generally 4:00 p.m. eastern time) on the valuation date. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Transamerica Investment Management, LLC is an affiliate of the Fund and subadviser to other funds within ATSF. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.10% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.55% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. There were no amounts recaptured at December 31, 2003. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Fund is authorized under the 12b-1 plan to pay fees up to the following limit of 0.15%. AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Aggressive 7 Select+ Aggressive - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, there was no value of invested plan amounts. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 341 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 50 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 2 ==== Undistributed Long-term Capital Gains $ - ==== Capital Loss Carryforward $ - ==== Post October Loss $ - ==== Net Unrealized Appreciation (Depreciation) $ 58 ==== The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 395 ===== Unrealized Appreciation $ 58 Unrealized (Depreciation) - ----- Net Unrealized Appreciation (Depreciation) $ 58 ===== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Aggressive 8 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders Select+ Aggressive Growth In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Select+ Aggressive Growth (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Aggressive 9 Select+ Conservative - -------------------------------------------------------------------------------- MARKET ENVIRONMENT The improvement in economic growth during the last three quarters of 2003 helped to contribute to attractive returns in financial markets for the year. The strength in economic growth continues and the final revision of third quarter gross domestic product ("GDP") showed growth at an 8.2% pace annualized for the quarter and 3.6% growth year-over year. The above trend growth on a year-over-year basis was last achieved in the third quarter of 2000. Year-over-year growth for the fourth quarter was 4.3%. The December Institute for Supply Management ("ISM") PMI Manufacturing Composite Index once again exceeded expectations, rising to 66.2%. Both the New Orders and Production indices remained at high levels, and the Employment index remained above 50% for the second straight month. (An index reading above 50% indicates expansion). Chain store sales increased 4.2% in December according to the International Council of Shopping Centers (ICSC) chain store index, the best December (and holiday season) sales growth since 1999. Sales generally exceeded recent projections as the month ended strongly. Global semiconductor sales have continued strong. November chip sales rose 4.5% over the previous month and are up 17.4% year-to-date supported by strong consumer electronics demand and computer sales. The rise in mortgage rates continues to negatively affect the housing and mortgage businesses. Sales of new homes softened further in November falling by 2.4%, near expectations, and following a trend that has generally been in place since July. Slightly less favorable mortgage interest rates, combined with slower demand, are slowing sales. Despite the weakening, new home sales continue at impressive levels of 1.08 million annualized units. The employment situation, a lagging indicator, is still struggling to attain sustained improvement. Although the unemployment rate fell from 5.9% to 5.7% in December, only 1,000 new jobs were created, far below consensus estimates. The unemployment situation seems to be stabilizing. Initial and continuing unemployment claims have fallen below the 400,000 mark, a sign that more new jobs are being created. The number of people who filed for first-time unemployment benefits which was 353,000 at the beginning of the year, at year-end was near 339,000. The consumer's outlook is improving, as The Conference Board's Consumer Confidence Index, advanced to 96.8 for January, up from 91.7 in December. The more favorable job market is a factor in the improved confidence. U.S. companies are still downsizing, albeit at a slower rate despite the solid rebound in the nation's economy. The number of announced job cuts fell to 93,020 in December, down from 99,452. The Index of Leading Economic Indicators ("LEI") continues to move higher and is now at 114.2 confirming that the growth rate of the economy remains above trend. The LEI is a leading indicator of corporate profits and is pointing to substantial increases in earnings for the next two quarters. As the "earnings season" begins in mid-January, we believe we will see record profits for the companies that make up the Standard and Poor's 500 Composite Stock Index. Low short-term interest rates and improved confidence have resulted in a shift from cash to stocks by investors. Money has been flowing into equity mutual funds since April, yet money market assets are above normal levels, so the trend, we believe, will continue. Also, as a result of recent tax cuts, investments, particularly in stocks, are more attractive on an after-tax basis. Reduced marginal rates for individuals have been a plus for consumer spending, and accelerated depreciation benefits result in more capital spending by businesses. PERFORMANCE For the year ended December 31, 2003, Select+ Conservative returned 12.06%. By comparison its benchmark, the Lehman Brothers Aggregate Bond Index returned 4.10%. STRATEGY REVIEW For conservative investors, a large exposure in bonds can provide relatively higher current income along with less volatile returns. This kind of approach is utilized for the Select+ Conservative portfolio. However, in addition to the general targets of keeping 70% of the portfolio in bonds and an additional 5% in cash, we have allocated a target of 25% for equities. The purpose of the allocation to equities is to serve as a hedge in the event of superior relative performance of stocks compared to bonds as occurred in 2003. Investment Team Union Planters Investment Advisors, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Conservative 1 Select+Conservative - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Select+Conservative and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 12/5/02 through 12/31/03 Initial Class LB Aggregate Bond 12/5/02 $10,000 $10,000 12/31/02 10,030 10,207 3/31/03 10,060 10,349 6/30/03 10,670 10,607 9/30/03 10,780 10,592 12/31/03 11,240 10,625 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ----------- ---------- Select+Conservative 12.06% 11.56% 12/5/02 LBAB(1) 4.10% 5.74% 12/5/02 - ----- ----- ----- ------- NOTES (1) The Lehman Brothers Aggregate Bond (LBAB) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Conservative 2 Select+ Conservative - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ------------ ------------- INVESTMENT COMPANIES (100.0%) (a) Aggressive Equity (6.0%) Third Avenue Value 13,105 $ 221 Capital Preservation (4.6%) Transamerica Money Market 170,027 170 Fixed-Income (66.9%) MFS High Yield 55,417 570 PIMCO Total Return 127,147 1,396 Transamerica U.S. Government Securities 41,605 517 Growth Equity (22.5%) T. Rowe Price Equity Income 21,846 414 T. Rowe Price Growth Stock 21,225 419 ------ Total Investment Companies (cost: $3,423) $3,707 ====== SUMMARY: Investments, at value 100.0% $3,707 Liabilities in excess of other assets 0.0% (1) ------- ------ Net assets 100.0% $3,706 ======= ====== NOTES TO SCHEDULE OF INVESTMENTS: (a) The fund invests its assets in Initial Class shares of underlying portfolios of AEGON/Transamerica Series Fund, Inc., which are affiliates of the Fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Conservative 3 Select+ Conservative - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment in affiliated investment companies, at value (cost: $3,423) $3,707 Other 1 ------ 3,708 ------ Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 1 Other 1 ------ 2 ------ Net Assets $3,706 ====== Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 3 Additional paid-in capital 3,392 Undistributed net investment income (loss) 18 Undistributed net realized gain (loss) from investment in affiliated investment companies 9 Net unrealized appreciation (depreciation) on investment in affiliated investment companies 284 ------ Net Assets $3,706 ====== Shares Outstanding 330 Net Asset Value and Offering Price Per Share $11.24 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Dividends from affiliated investment companies $ 31 ----- Expenses: Management and advisory fees 3 Transfer agent fees 2 Printing and shareholder reports 3 Custody fees 12 Administration fees 20 Auditing and accounting fees 20 ----- Total expenses 60 ----- Less: Advisory fee waiver and expense reimbursement (47) ----- Net expenses 13 ----- Net Investment Income (Loss) 18 ----- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment in affiliated investment companies 9 Increase (decrease) in unrealized appreciation (depreciation) on investment in affiliated investment companies 284 ----- Net Gain (Loss) on Investment in Affiliated Investment Companies 293 ----- Net Increase (Decrease) in Net Assets Resulting from Operations $ 311 ===== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Conservative 4 Select+ Conservative - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the year or period ended (all amounts in thousands) December 31, December 31, 2003 2002(a) ---------------- ------------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 18 $ - Net realized gain (loss) from investment in affiliated investment companies 9 - Net unrealized appreciation (depreciation) on investment in affiliated investment companies 284 - ------- ---- 311 - ------- ---- Distributions to Shareholders: From net investment income - - From net realized gains - - ------- ---- - - ------- ---- Capital Share Transactions: Proceeds from shares sold 3,417 112 Dividends and distributions reinvested - - Cost of shares redeemed (134) - ------- ---- 3,283 112 ------- ---- Net increase (decrease) in net assets 3,594 112 ------- ---- Net Assets: Beginning of year 112 - ------- ---- End of year $ 3,706 $112 ======= ==== Undistributed Net Investment Income (Loss) $ 18 $ - ======= ==== December 31, December 31, 2003 2002(a) ---------------- ------------------ Share Activity: Shares issued 332 11 Shares issued-reinvested from distributions - - Shares redeemed (13) - ------- ----- Net increase (decrease) in shares outstanding 319 11 ======= ===== (a) Commenced operations on December 5, 2002. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Conservative 5 Select+ Conservative - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) -------------------------------------------------------------------------------------------------------------- Investment Operations Distributions --------------------------------------------- --------------------------------------- Net Asset Net Asset For the Value, Net Net Realized From Net From Net Value, Period Beginning Investment and Unrealized Total Investment Realized Total End Ended (b) of Period Income (Loss) Gain (Loss) Operations Income Gains Distributions of Period - ------------ ----------- --------------- ---------------- ------------ ------------ ---------- --------------- ------------ 12/31/2003 $ 10.03 $ 0.08 $ 1.13 $ 1.21 $ - $ - $ - $ 11.24 12/31/2002 10.00 - 0.03 0.03 - - - 10.03 - ---------- --------- ------- -------- -------- --- --- --- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- 12/31/2003 12.06% $ 3,706 0.55% 2.49% 0.73% 6% 12/31/2002 0.30 112 0.55 72.67 (0.49) - ---------- ----- ------- ---- ----- ----- - NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception date of the Fund is December 5, 2002. (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Conservative 6 Select+ Conservative - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Select+ Conservative ("the Fund"), part of ATSF, began operations on December 5, 2002. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Security valuations: The Fund's investments are valued at the net asset values of the underlying portfolios of ATSF. The net asset values of the underlying portfolios are determined at the close of the New York Stock Exchange (generally 4:00 p.m. eastern time) on the valuation date. Investment company securities are valued at the net asset value of the underlying portfolio. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Transamerica Investment Management, LLC is an affiliate of the Fund and subadviser to other funds within ATSF. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.10% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.55% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. There were no amounts recaptured at December 31, 2003. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Fund is authorized under the 12b-1 plan to pay fees up to the limit of 0.15%. AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Conservative 7 Select+ Conservative - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003 there was no value in invested plan amounts. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 3,416 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 144 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 22 ===== Undistributed Long-term Capital Gains $ 4 ===== Capital Loss Carryforward $ - ===== Post October Loss $ - ===== Net Unrealized Appreciation (Depreciation) $ 284 ===== The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 3,423 ======= Unrealized Appreciation $ 284 Unrealized (Depreciation) - ------- Net Unrealized Appreciation (Depreciation) $ 284 ======= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Conservative 8 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders Select+ Conservative In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Select+ Conservative (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Conservative 9 Select+ Growth & Income - -------------------------------------------------------------------------------- MARKET ENVIRONMENT The improvement in economic growth during the last three quarters of 2003 helped to contribute to attractive returns in financial markets for the year. The strength in economic growth continues and the final revision of third quarter gross domestic product ("GDP") showed growth at an 8.2% pace annualized for the quarter and 3.6% growth year-over year. The above trend growth on a year-over-year basis was last achieved in the third quarter of 2000. Year-over-year growth for the fourth quarter was 4.3%. The December Institute for Supply Management ("ISM") PMI Manufacturing Composite Index once again exceeded expectations, rising to 66.2%. Both the New Orders and Production indices remained at high levels, and the Employment index remained above 50% for the second straight month. (An index reading above 50% indicates expansion). Chain store sales increased 4.2% in December according to the International Council of Shopping Centers (ICSC) chain store index, the best December (and holiday season) sales growth since 1999. Sales generally exceeded recent projections as the month ended strongly. Global semiconductor sales have continued strong. November chip sales rose 4.5% over the previous month and are up 17.4% year-to-date supported by strong consumer electronics demand and computer sales. The rise in mortgage rates continues to negatively affect the housing and mortgage businesses. Sales of new homes softened further in November falling by 2.4%, near expectations, and following a trend that has generally been in place since July. Slightly less favorable mortgage interest rates, combined with slower demand, are slowing sales. Despite the weakening, new home sales continue at impressive levels of 1.08 million annualized units. The employment situation, a lagging indicator, is still struggling to attain sustained improvement. Although the unemployment rate fell from 5.9% to 5.7% in December, only 1,000 new jobs were created, far below consensus estimates. The unemployment situation seems to be stabilizing. Initial and continuing unemployment claims have fallen below the 400,000 mark, a sign that more new jobs are being created. The number of people who filed for first-time unemployment benefits which was 353,000 at the beginning of the year, at year-end was near 339,000. The consumer's outlook is improving, as The Conference Board's Consumer Confidence Index, advanced to 96.8 for January, up from 91.7 in December. The more favorable job market is a factor in the improved confidence. U.S. companies are still downsizing, albeit at a slower rate despite the solid rebound in the nation's economy. The number of announced job cuts fell to 93,020 in December, down from 99,452. The Index of Leading Economic Indicators ("LEI") continues to move higher and is now at 114.2 confirming that the growth rate of the economy remains above trend. The LEI is a leading indicator of corporate profits and is pointing to substantial increases in earnings for the next two quarters. As the "earnings season" begins in mid-January, we believe we will see record profits for the companies that make up the Standard and Poor's 500 Composite Stock Index. Low short-term interest rates and improved confidence have resulted in a shift from cash to stocks by investors. Money has been flowing into equity mutual funds since April, yet money market assets are above normal levels, so the trend, we believe, will continue. Also, as a result of recent tax cuts, investments, particularly in stocks, are more attractive on an after-tax basis. Reduced marginal rates for individuals have been a plus for consumer spending, and accelerated depreciation benefits result in more capital spending by businesses. PERFORMANCE For the year ended December 31, 2003, Select+ Growth & Income returned 20.95%. By comparison its primary benchmark, the Wilshire 5000 Total Market Index and its secondary benchmark, the Lehman Brothers Aggregate Bond Index returned 29.44% and 4.10%, respectively. STRATEGY REVIEW The Select+ Growth & Income portfolio is structured for investors seeking a larger exposure in equities yet with a desire for relatively higher income and less volatile returns. We have selected the general targets for the portfolio of 60% in equities, 35% in bonds, and an additional 5% in cash. The purpose of the higher allocation to equities relative to fixed income is to potentially take advantage of accelerating economic growth. However, lower returns from the allocations to bonds and cash reduced performance for the Select+ Growth & Income portfolio in 2003. Investment Team Union Planters Investment Advisors, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Growth & Income 1 Select+Growth & Income - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Select+Growth & Income and its comparative indices. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 12/5/02 through 12/31/03 Initial Class Wilshire 5000 LB Aggregate Bond 12/5/02 $10,000 $10,000 $10,000 12/31/02 9,880 9,431 10,207 3/31/03 9,770 9,102 10,349 6/30/03 10,760 10,561 10,607 9/30/03 11,030 10,908 10,592 12/31/03 11,950 12,208 10,625 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ----------- ---------- Select+Growth & Income 20.95% 18.14% 12/5/02 Wilshire 5000(1) 29.44% 20.14% 12/5/02 LBAB(1) 4.10% 5.74% 12/5/02 - ----- ----- ----- ------- NOTES (1) The Wilshire 5000 Total Market (Wilshire 5000) Index and Lehman Brothers Aggregate Bond (LBAB) Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Growth & Income 2 Select+ Growth & Income - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ------------- ------------- INVESTMENT COMPANIES (100.1%) (b) Aggressive Equity (11.3%) Third Avenue Value 35,776 $ 606 Capital Preservation (4.2%) Transamerica Money Market 227,776 228 Fixed-Income (31.5%) MFS High Yield 50,214 516 PIMCO Total Return 107,056 1,175 Growth Equity (42.4%) BlackRock Mid Cap Growth (a) 29,570 284 T. Rowe Price Equity Income 29,634 562 T. Rowe Price Growth Stock 72,465 1,429 World Equity (10.7%) American Century International (a) 76,065 573 ------ Total Investment Companies (cost: $4,577) $5,373 ====== SUMMARY: Investments, at value 100.1% $5,373 Liabilities in excess of other assets (0.1)% (3) ------- ------ Net assets 100.0% $5,370 ======= ====== NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) The fund invests its assets in Initial Class shares of underlying portfolios of AEGON/Transamerica Series Fund, Inc., which are affiliates of the Fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Growth & Income 3 Select+ Growth & Income - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment in affiliated investment companies, at value (cost: $4,577) $5,373 ------ Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 2 Other 1 ------ 3 ------ Net Assets $5,370 ====== Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 4 Additional paid-in capital 4,542 Undistributed net investment income (loss) 3 Undistributed net realized gain (loss) from investment in affiliated investment companies 25 Net unrealized appreciation (depreciation) on investment in affiliated investment companies 796 ------ Net Assets $5,370 ====== Shares Outstanding: 450 Net Asset Value and Offering Price Per Share $11.95 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Dividends from affiliated investment companies $ 24 ----- Expenses: Management and advisory fees 4 Transfer agent fees 2 Printing and shareholder reports 3 Custody fees 13 Administration fees 21 Auditing and accounting fees 20 ----- Total expenses 63 Less: Advisory fee waiver and expense reimbursement (42) ----- Net expenses 21 ----- Net Investment Income (Loss) 3 ----- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment in affiliated investment companies 25 Increase (decrease) in unrealized appreciation (depreciation) on investment in affiliated investment companies 799 ----- Net Gain (Loss) on Investment in Affiliated Investment Companies 824 ----- Net Increase (Decrease) in Net Assets Resulting from Operations $ 827 ===== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Growth & Income 4 Select+ Growth & Income - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the year or period ended (all amounts in thousands) December 31, December 31, 2003 2002(a) ---------------- ------------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 3 $ - Net realized gain (loss) from investment in affiliated investment companies 25 - Net unrealized appreciation (depreciation) on investment in affiliated investment companies 799 (3) ------- ------- 827 (3) ------- ------- Distributions to Shareholders: From net investment income - - From net realized gains - - ------- ------ - - ------- ------ Capital Share Transactions: Proceeds from shares sold 3,708 1,048 Dividends and distributions reinvested - - Cost of shares redeemed (210) - ------- ------ 3,498 1,048 ------- ------ Net increase (decrease) in net assets 4,325 1,045 ------- ------ Net Assets: Beginning of year 1,045 - ------- ------ End of year $ 5,370 $ 1,045 ======= ======= Undistributed Net Investment Income (Loss) $ 3 $ - ======= ======= December 31, December 31, 2003 2002(a) ---------------- ------------------ Share Activity: Shares issued 364 106 Shares issued-reinvested from distributions - - Shares redeemed (20) - ------- -------- Net increase (decrease) in shares outstanding 344 106 ======= ======== (a) Commenced operations on December 5, 2002. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Growth & Income 5 Select+ Growth & Income - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) -------------------------------------------------------------------------------------------------------------- Investment Operations Distributions --------------------------------------------- --------------------------------------- Net Asset Net Asset For the Value, Net Net Realized From Net From Net Value, Period Beginning Investment and Unrealized Total Investment Realized Total End Ended (b) of Period Income (Loss) Gain (Loss) Operations Income Gains Distributions of Period - ------------ ----------- --------------- ---------------- ------------ ------------ ---------- --------------- ------------ 12/31/2003 $ 9.88 $ 0.01 $ 2.06 $ 2.07 $ - $ - $ - $ 11.95 12/31/2002 10.00 - (0.12) (0.12) - - - 9.88 - ---------- -------- ------- -------- -------- --- --- --- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) - ------------ --------------- ------------- --------- ----------- ---------------- ---------- 12/31/2003 20.95% $ 5,370 0.55% 1.64% 0.07% 15% 12/31/2002 (1.20) 1,045 0.55 17.63 (0.49) - - ---------- ----- ------- ---- ----- ----- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception date of the Fund is December 5, 2002. (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Growth & Income 6 Select+ Growth & Income - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Select+ Growth & Income ("the Fund"), part of ATSF, began operations on December 5, 2002. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Security valuations: The Fund's investments are valued at the net asset values of the underlying portfolios of ATSF. The net asset values of the underlying portfolios are determined at the close of the New York Stock Exchange (generally 4:00 p.m. eastern time) on the valuation date. Investment company securities are valued at the net asset value of the underlying portfolio. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Transamerica Investment Management, LLC is an affiliate of the Fund and a sub-advisor to other funds within ATSF. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.10% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.55% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. There were no amounts subject to recapture at December 31, 2003. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Fund is authorized under the 12b-1 plan to pay fees up to the limit of 0.15%. AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Growth & Income 7 Select+ Growth & Income - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, there was no value of invested plan amounts. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 4,042 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 570 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 23 ===== Undistributed Long-term Capital Gains $ 5 ===== Capital Loss Carryforward $ - ===== Post October Loss $ - ===== Net Unrealized Appreciation (Depreciation) $ 795 ===== The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 4,578 ======= Unrealized Appreciation $ 795 Unrealized (Depreciation) - ------- Net Unrealized Appreciation (Depreciation) $ 795 ======= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Growth & Income 8 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders Select+ Growth & Income In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Select+ Growth & Income (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Select+ Growth & Income 9 Transamerica U.S. Government Securities - -------------------------------------------------------------------------------- MARKET ENVIRONMENT The year ended December 31, 2003, started with a sizable dose of considerable economic and political uncertainty, and ended with much geopolitical uncertainty and considerable economic momentum. Along the way, yields on Treasury rose, reflecting a growing conviction among investors that a surging economy will eventually lead to higher interest rates. Rising yields, and thus falling prices, in the Treasury sector were more than offset by extremely strong results for corporate bonds and improved performance in mortgage-backed securities. Driving the corporate sector were rising levels of corporate profitability and credit improvements. With those developments, corporate yield spreads increased less than Treasury yields. As the gap between corporate and Treasury yields narrowed, prices in the corporate sector rose relative to Treasury prices. In the mortgage sector, performance was driven by a decline in volatility. PERFORMANCE For the year ended December 31, 2003, Transamerica U.S. Government Securities returned 2.95%. By comparison its primary benchmark, the Lehman Brothers U.S. Government Index and its secondary benchmark, the Lehman Brothers Aggregate Bond Index returned 2.36% and 4.10%, respectively. STRATEGY REVIEW The portfolio may invest up to 80% of assets in Treasury securities and up to 20% in corporate bonds. Throughout the year, we invested as extensively as possible under our investment guidelines in corporate securities. Within that sector, we began the year with above-average exposures to telecommunications and media companies and utilities, all industries that had become noticeably undervalued in 2002. By late summer 2003, these three industries showed marked signs of improvement (e.g., deleveraging of their balance sheets) and had performed far better than the corporate bond market in general. As valuations climbed and became more commensurate with the risks involved, we sold many of our telecommunications, media and utilities holdings for a profit, reinvesting in bonds from cyclical sectors of the corporate world. More specifically, by the end of the third calendar quarter, we initiated or added to positions in businesses that stand to benefit from a global industrial rebound, including metals, mining and basic materials companies. This shift worked well, contributing handsomely to the portfolio's total return in the final months of the year. Also contributing to results were a relative short duration (compared to the index), which helped to limit the price depreciation associated with higher Treasury yields, and our investments in mortgage-backed securities. /s/ Heidi Y. Hu Heidi Y. Hu Peter O. Lopez Co-Portfolio Managers Transamerica Investment Management, LLC AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica U.S. Government Securities 1 Transamerica U.S. Government Securities - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/13/94 through 12/31/03 Initial Class LBG LBAB 5/13/94 $10,000 $10,000 $10,000 6/30/94 9,950 9,964 9,977 9/30/94 9,970 10,006 10,037 12/31/94 9,960 10,041 10,075 3/31/95 10,340 10,514 10,583 6/30/95 10,911 11,166 11,228 9/30/95 11,073 11,364 11,449 12/31/95 11,518 11,883 11,937 3/31/96 11,214 11,614 11,725 6/30/96 11,226 11,670 11,792 9/30/96 11,414 11,866 12,010 12/31/96 11,727 12,212 12,370 3/31/97 11,654 12,113 12,301 6/30/97 12,056 12,533 12,753 9/30/97 12,433 12,953 13,176 12/31/97 12,800 13,383 13,564 3/31/98 12,961 13,585 13,775 6/30/98 13,287 13,943 14,097 9/30/98 13,745 14,714 14,693 12/31/98 13,745 14,702 14,742 3/31/99 13,678 14,492 14,669 6/30/99 13,519 14,368 14,540 9/30/99 13,637 14,463 14,639 12/31/99 13,625 14,373 14,621 3/31/00 13,968 14,854 14,944 6/30/00 14,252 15,087 15,204 9/30/00 14,618 15,503 15,662 12/31/00 15,010 16,277 16,321 3/31/01 15,389 16,686 16,817 6/30/01 15,443 16,646 16,911 9/30/01 15,748 17,558 17,691 12/31/01 15,775 17,454 17,699 3/31/02 15,629 17,343 17,716 6/30/02 15,895 18,113 18,370 9/30/02 16,381 19,320 19,212 12/31/02 16,692 19,460 19,514 3/31/03 16,896 19,668 19,786 6/30/03 17,343 20,166 20,281 9/30/03 17,169 20,006 20,251 12/31/03 $17,184 $19,919 $20,315 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years Inception Date - -------------------------------------------------------------------------------- Initial Class 2.95% 4.57% 5.78% 5/13/94 LBG(1) 2.36% 6.26% 7.38% 5/13/94 LBAB(1) 4.10% 6.62% 7.60% 5/13/94 - -------------------------------------------------------------------------------- Service Class - - 0.68% 5/1/03 - -------------------------------------------------------------------------------- NOTES (1) The Lehman Brothers U.S. Government (LBG) Index and Lehman Brothers Aggregate Bond (LBAB) Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Dreyfus U.S. Government Portfolio of Endeavor Series Trust. Transamerica has been the portfolio's sub-adviser since May 1, 2002. Prior to that date, a different firm managed the portfolio and the performance set forth above prior to May 1, 2002 is attributable to that firm. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica U.S. Government Securities 2 Transamerica U.S. Government Securities - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts in thousands) Principal Value - ------------------------------------------------------------------- U.S. GOVERNMENT OBLIGATIONS (45.1%) U.S. Treasury Bond (a) 5.38%, due 02/15/2031 $ 28,100 $ 29,304 U.S. Treasury Note 1.63%, due 01/31/2005 9,000 9,035 1.63%, due 03/31/2005 (a) 35,900 36,023 1.50%, due 07/31/2005 (a) 6,500 6,496 3.50%, due 11/15/2006 (a) 13,000 13,437 4.38%, due 05/15/2007 (a) 11,000 11,648 3.00%, due 02/15/2008 (a) 9,000 9,042 2.63%, due 05/15/2008 2,000 1,970 3.25%, due 08/15/2008 (a) 3,500 3,521 5.00%, due 02/15/2011 (a) 4,000 4,296 --------- Total U.S. Government Obligations (cost: $124,284) 124,772 --------- U.S. GOVERNMENT AGENCY OBLIGATIONS (32.6%) Fannie Mae 2.38%, due 03/17/2006 (a) 10,000 10,003 4.75%, due 01/02/2007 7,000 7,374 4.25%, due 07/15/2007 10,000 10,444 5.25%, due 08/01/2012 10,000 10,254 4.38%, due 03/15/2013 (a) 3,000 2,946 Fannie Mae-Conventional Pool 5.00%, due 05/01/2018 3,875 3,957 5.00%, due 06/01/2018 3,799 3,880 6.00%, due 10/01/2032 2,626 2,715 6.00%, due 11/01/2032 1,099 1,136 6.00%, due 01/01/2033 293 303 6.00%, due 02/01/2033 617 638 6.00%, due 05/01/2033 1,113 1,150 6.00%, due 10/01/2033 7,133 7,377 Fannie Mae-Gold Pool 5.00%, due 04/01/2018 6,946 7,085 Freddie Mac-Gold Pool 6.00%, due 11/01/2032 2,480 2,563 6.00%, due 09/01/2033 2,851 2,948 Ginnie Mae-FHA/VA Pool 6.50%, due 11/15/2028 8,456 8,928 6.00%, due 10/15/2032 6,313 6,567 --------- Total U.S. Government Agency Obligations (cost: $89,299) 90,268 --------- CORPORATE DEBT SECURITIES (17.9%) Automotive (0.5%) Hyundai Motor Company Limited-144A (a) 5.30%, due 12/19/2008 1,400 1,404 Business Credit Institutions (0.6%) eircom Funding 8.25%, due 08/15/2013 1,500 1,661 Chemicals & Allied Products (1.8%) Dow Chemical Company (The) 7.00%, due 08/15/2005 4,540 4,856 Principal Value - ------------------------------------------------------------------- Commercial Banks (3.5%) Morgan Chase & Co. (J.P.) 5.75%, due 01/02/2013 $ 5,000 $ 5,272 RBS Capital Trust I (c) 4.71%, due 12/31/2049 5,000 4,781 Electric Services (2.5%) Commonwealth Edison Company 4.70%, due 04/15/2015 1,250 1,217 FirstEnergy Corp 7.38%, due 11/15/2031 3,000 3,069 TXU Energy Company LLC 7.00%, due 03/15/2013 2,500 2,765 Hotels & Other Lodging Places (0.6%) Park Place Entertainment Corporation 7.00%, due 04/15/2013 1,500 1,601 Insurance (0.5%) ACE Capital Trust II 9.70%, due 04/01/2030 1,000 1,304 Lumber & Wood Products (1.0%) Weyerhaeuser Company 7.38%, due 03/15/2032 2,500 2,718 Motion Pictures (2.1%) Time Warner Inc. 7.63%, due 04/15/2031 5,000 5,770 Paper & Allied Products (0.4%) MeadWestvaco Corporation 6.80%, due 11/15/2032 1,000 1,028 Paperboard Containers & Boxes (0.5%) Norampac Inc. 6.75%, due 06/01/2013 1,350 1,407 Personal Credit Institutions (1.0%) General Motors Acceptance Corporation 7.00%, due 02/01/2012 2,500 2,688 Petroleum Refining (2.1%) Conoco Funding Company 7.25%, due 10/15/2031 3,000 3,540 Suncor Energy Inc. 5.95%, due 12/01/2034 2,400 2,382 Telecommunications (0.8%) Sprint Capital Corporation 7.90%, due 03/15/2005 2,000 2,131 --------- Total Corporate Debt Securities (cost: $48,015) 49,594 --------- The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica U.S. Government Securities 3 Transamerica U.S. Government Securities - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value - ------------------------------------------------------------------------------ SECURITY LENDING COLLATERAL (31.0%) Debt (24.7%) Bank Notes (1.2%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 404 $ 404 Fleet National Bank 1.00%, due 01/21/2004 1,516 1,516 National Bank of Commerce 1.19%, due 04/21/2004 1,263 1,263 Commercial Paper (6.4%) Compass Securitization-144A 1.08%, due 01/22/2004 758 758 Delaware Funding Corporation 1.08%, due 01/07/2004 504 504 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 758 758 1.09%, due 01/13/2004 505 505 1.08%, due 02/05/2004 1,009 1,009 General Electric Capital Corporation 1.09%, due 01/08/2004 1,260 1,260 1.09%, due 01/09/2004 758 758 1.08%, due 01/16/2004 1,006 1,006 Govco Incorporated-144A 1.07%, due 02/05/2004 1,262 1,262 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 1,262 1,262 1.09%, due 02/06/2004 1,261 1,261 1.10%, due 02/09/2004 737 737 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 1,261 1,261 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 758 758 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 1,464 1,464 1.08%, due 02/17/2004 2,522 2,522 Sheffield Receivables-144A 1.09%, due 01/21/2004 505 505 Euro Dollar Overnight (1.3%) BNP Paribas SA 0.97%, due 01/07/2004 2,527 2,527 Credit Agricole Indosuez 0.98%, due 01/02/2004 101 101 1.08%, due 01/06/2004 960 960 Euro Dollar Terms (6.1%) Bank of Montreal 1.06%, due 01/15/2004 493 493 1.06%, due 02/17/2004 1,011 1,011 Principal Value - ------------------------------------------------------------------------------ Euro Dollar Terms (continued) Bank of Scotland 1.06%, due 04/02/2004 $ 758 $ 758 Citigroup Inc. 1.10%, due 01/22/2004 758 758 1.09%, due 02/06/2004 1,011 1,011 Credit Agricole Indosuez 1.08%, due 01/28/2004 505 505 Den Danske Bank 1.08%, due 01/20/2004 2,527 2,527 1.02%, due 01/30/2004 1,263 1,263 Royal Bank of Canada 1.05%, due 02/27/2004 2,527 2,527 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 1,516 1,516 1.08%, due 01/15/2004 505 505 1.08%, due 01/20/2004 253 253 Svenska Handelsbanken AB 1.09%, due 01/15/2004 253 253 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 1,516 1,516 Wells Fargo & Company 1.04%, due 01/30/2004 2,022 2,022 Master Notes (1.8%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 1,011 1,011 1.14%, due 09/08/2004 1,516 1,516 Morgan Stanley 1.05%, due 06/21/2004 2,426 2,426 Medium Term Notes (1.2%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 2,527 2,527 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 758 758 Repurchase Agreements (6.7%) (b) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $5,914 on 01/02/2004 5,914 5,914 Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/21/2003 to be repurchased at $8,037 on 01/02/2004 8,037 8,037 Morgan Stanley 1.11%, Repurchase Agreement dated 12/31/2003 to be repurchased at $4,801 on 01/02/2004 4,801 4,801 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica U.S. Government Securities 4 Transamerica U.S. Government Securities - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value - ----------------------------------------------------------------------- Investment Companies (6.3%) Money Market Funds (6.3%) American AAdvantage Select Fund 1-day yield of 1.00% 1,239,522 $ 1,240 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 3,026,385 3,026 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 13,159,723 13,160 --------- Total Security Lending Collateral (cost: $85,695) 85,695 --------- Total Investment Securities (cost: $347,293) $ 350,329 ========= - ----------------------------------------------------------------------- SUMMARY: Investments, at value 126.6 % $ 350,329 Liabilities in excess of other assets (26.6)% (73,700) ----- --------- Net assets 100.0 % $ 276,629 ===== ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $83,810. (b) Cash collateral for the Repurchase Agreements, valued at $19,125, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (c) Floating or variable rate note. Rate is listed as of December 31, 2003. DEFINITIONS: 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2003, these securities aggregated $1,404 or 0.40% of the net assets of the fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica U.S. Government Securities 5 Transamerica U.S. Government Securities - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $347,293) (including $83,810 of securities loaned) $350,329 Cash 9,146 Receivables: Interest 3,014 Other 67 --------- 362,556 --------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 163 Distribution fees 1 Payable for collateral for securities on loan 85,695 Other 68 --------- 85,927 --------- Net Assets $276,629 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 223 Additional paid-in capital 263,001 Undistributed net investment income (loss) 9,191 Undistributed net realized gain (loss) from investment securities 1,178 Net unrealized appreciation (depreciation) on investment securities 3,036 --------- Net Assets $276,629 ========= Shares Outstanding: Initial Class 22,152 Service Class 112 Net Asset Value and Offering Price Per Share: Initial Class $ 12.42 Service Class 12.64 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 11,198 Income from loaned securities-net 171 -------- 11,369 -------- Expenses: Management and advisory fees 2,063 Transfer agent fees 2 Printing and shareholder reports 19 Custody fees 37 Administration fees 20 Legal fees 4 Auditing and accounting fees 10 Directors fees 13 Other 9 Service fees: Service Class 1 -------- Total expenses 2,178 -------- Net Investment Income (Loss) 9,191 -------- Net Realized and Unrealized Gain (Loss): Realized gain(loss) from investment securities 2,888 Increase (decrease) in unrealized appreciation (depreciation) on investment securities (3,091) -------- Net Gain (Loss) on Investment Securities (203) -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 8,988 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica U.S. Government Securities 6 Transamerica U.S. Government Securities - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ----------- ------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 9,191 $ 6,504 Net realized gain (loss) from investment securities 2,888 515 Net unrealized appreciation (depreciation) on investment securities (3,091) 5,636 ---------- --------- 8,988 12,655 ---------- --------- Distributions to Shareholders: From net investment income: Initial Class (6,503) (4,291) Service Class (1) - ---------- --------- (6,504) (4,291) ---------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 101,339 189,400 Service Class 5,617 - ---------- --------- 106,956 189,400 ---------- --------- Dividends and distributions reinvested: Initial Class 6,503 4,291 Service Class 1 - ---------- --------- 6,504 4,291 ---------- --------- Cost of shares redeemed: Initial Class (119,683) (38,361) Service Class (4,201) - ---------- --------- (123,884) (38,361) ---------- --------- (10,424) 155,330 ---------- --------- Net increase (decrease) in net assets (7,940) 163,694 ---------- --------- Net Assets: Beginning of year 284,569 120,875 ---------- --------- End of year $ 276,629 $ 284,569 ========== ========= Undistributed Net Investment Income (Loss) $ 9,191 $ 6,504 ========== ========= December 31, December 31, 2003 2002 ----------- ------------ Share Activity: Shares issued: Initial Class 8,166 15,767 Service Class 451 - ---------- --------- 8,617 15,767 ---------- --------- Shares issued-reinvested from distributions: Initial Class 542 363 Service Class - - ---------- --------- 542 363 ---------- --------- Shares redeemed: Initial Class (9,646) (3,207) Service Class (339) - ---------- --------- (9,985) (3,207) ---------- --------- Net increase (decrease) in shares outstanding (826) 12,923 ========== ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica U.S. Government Securities 7 Transamerica U.S. Government Securities - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) ------------------------------------------------------------------------------------------------------- Investment Operations Distributions ----------------------------------------- ------------------------------------- Net Asset Net Asset For the Value, Net Net Realized From Net From Net Value, Period Beginning Investment and Unrealized Total Investment Realized Total End Ended (b) of Period Income (Loss) Gain (Loss) Operations Income Gains Distributions of Period - -------------------------------------------------------------------------------- ------------------------------------- ----------- Initial Class 12/31/2003 $ 12.32 $ 0.36 $ (0.01) $ 0.35 $ (0.25) $ - $ (0.25) $ 12.42 12/31/2002 11.89 0.42 0.26 0.68 (0.25) - (0.25) 12.32 12/31/2001 11.88 0.36 0.23 0.59 (0.58) - (0.58) 11.89 12/31/2000 11.53 0.74 0.36 1.10 (0.75) - (0.75) 11.88 12/31/1999 12.32 0.62 (0.73) (0.11) (0.46) (0.22) (0.68) 11.53 - --------------------------------------------------------------------------------------------------------------------------------- Service Class 12/31/2003 12.58 0.38 (0.29) 0.09 (0.03) - (0.03) 12.64 - --------------------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data ---------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) - -------------------------------------------------------------------------------------------------------------- Initial Class 12/31/2003 2.95% $ 275,208 0.69% 0.69% 2.89% 124% 12/31/2002 5.81 284,569 0.71 0.71 3.50 379 12/31/2001 5.10 120,875 0.75 0.79 4.64 760 12/31/2000 10.16 75,182 0.74 0.76 5.38 1,109 12/31/1999 (0.87) 83,777 0.73 0.77 5.52 596 - -------------------------------------------------------------------------------------------------------------- Service Class 12/31/2003 0.68 1,421 0.96 0.96 4.53 124 - -------------------------------------------------------------------------------------------------------------- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 13, 1994 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) For the year ended December 31, 2003, Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment advisor, if any, (see note 2). For the year ended December 31, 2002, Ratio of Net Expenses to Average Net Assets is net of fee paid indirectly. For the year ended December 31, 2001, and prior years, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly and credits allowed by the custodian. (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica U.S. Government Securities 8 Transamerica U.S. Government Securities - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Transamerica U.S. Government Securities ("the Fund"), part of ATSF, began operations as Dreyfus U.S. Government Securities Portfolio, a part of the Endeavor Series Trust, on May 13, 1994. The Fund became part of ATSF on May 1, 2002. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $73 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica U.S. Government Securities 9 Transamerica U.S. Government Securities - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.65% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.73% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $9. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 87,779 U.S. Government 294,701 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 78,628 U.S. Government 307,668 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica U.S. Government Securities 10 Transamerica U.S. Government Securities - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 4,291 Long-term capital gains - 2003 Distributions paid from: Ordinary income 6,504 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 9,751 ======= Undistributed Long-term Capital Gains $ 698 ======= Capital Loss Carryforward $ - ======= Post October Loss $ - ======= Net Unrealized Appreciation (Depreciation) $ 2,956 ======= The capital loss carryforward utilized during the period ended December 31, 2003 was $900. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 347,373 ========= Unrealized Appreciation $ 4,212 Unrealized (Depreciation) (1,256) --------- Net Unrealized Appreciation (Depreciation) $ 2,956 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica U.S. Government Securities 11 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders Transamerica U.S. Government Securities In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica U.S. Government Securities (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica U.S. Government Securities 12 Templeton Great Companies Global - -------------------------------------------------------------------------------- MARKET ENVIRONMENT Great Companies, L.L.C.: Sentiment in the market appears to be moving from a market dominated by scandals such as the corporate malfeasance at Enron Corp. and WoldCom, Inc. and accounting fraud such as Parmalat Finanziaria SpA and Tenet Healthcare Corporation to one dominated by short-term economic data. By in large, the economic data has been quite favorable particularly in the latter half of 2003, as tax cuts fueled economic growth and investment. Gross domestic product ("GDP") growth in the third quarter topped 8% in the United States, a surprise to many investors and economists. However, increased efficiency in the U.S. economy has allowed the economy to accelerate with the need to add more jobs. Eventually, as the economy utilizes available capacity, job growth will follow economic growth. We believe the economy is currently in the midst of a significant recovery, and that GDP will continue to grow at above average rates spurred primarily by tax cuts in 2003. Though the election news and continued war on terrorism updates will likely dominate short-term market performance, the economic strength of the economic recovery will determine long-term trends of the markets. Templeton Investment Counsel, LLC: In March 2003, equity investors sparked a rally in global markets that reversed the course of the previous three years and resulted in the strongest annual gains in global equities since 1986. The rally's main catalyst was an improving global economy, underpinned by years of expansionary fiscal and monetary policies, corporate restructuring and consolidation, and declining equity valuations that created investment opportunities in Asia, Europe, and the Americas. On the macro side, the fourth quarter continued to provide evidence of a synchronized global economic recovery. On the microeconomic side, global corporate restructuring has now addressed, and eliminated to a large extent, much of the overcapacity and over leverage of the Internet bubble years. Aggressive cost cutting coupled with strong consumer spending have allowed many companies to expand margins and report better profits. PERFORMANCE For the year ended December 31, 2003, Templeton Great Companies Global returned 26.73%. By comparison, its benchmark the Morgan Stanley Capital International World Index returned 33.76%. STRATEGY REVIEW Great Companies, L.L.C.: Though the portfolio increased over last year's performance, the portfolio underperformed its benchmark. Stocks in commodity-type businesses such as basic materials significantly outperformed the market as they rose from previously depressed levels. Our lack of investment in commodity-type businesses limited our participation in some of the upswing in the market, though our overweighting in industrial companies such as United Technologies Corporation partly offset this effect. The domestic portion of the portfolio was overweighted in healthcare and consumer staples stocks, which we believe, have qualities of great companies. During 2003, these stocks did not appreciate in line with U.S. markets as they had been more stable and declined less in the bear market of 2000 to 2002. Some terrific changes were made in the portfolio to enhance the performance. In September, 2003, Templeton Investment Counsel, LLC ("Templeton") was added as a sub-adviser charged with selection of foreign stocks while Great Companies, L.L.C. remains the manager of the domestic portion of the portfolio. We believe this change will help investors capture above average returns as we combine a domestic manager with expertise in growth stocks with world-renowned international stock research capabilities focusing on value. Domestically, we are focusing on a select list of companies that meet our strict initial criteria of being considered a great company. From the list of stocks that we believe meet the criteria of a great company, we include in the portfolio those that trade at the deepest discount to their intrinsic value, or have the most likelihood of increasing their intrinsic value. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Templeton Great Companies Global 1 Templeton Great Companies Global - -------------------------------------------------------------------------------- Templeton Investment Counsel, LLC: With over 60 years of investing experience, Templeton has become recognized as a leader for its global investments. Templeton's strategy seeks to find stocks that are selling at a substantial discount to our determination of their fair market value based on earnings and cash flow growth. Research analysts employ fundamental valuation techniques and five-year earnings and cash flow forecasts to identify the most attractive stocks globally. /s/ James H. Huguet /s/ Tina Hellmer James H. Huguet Tina Hellmer /s/ Gerald W. Bollman /s/Mark Beveridge Gerald W. Bollman Mark Beveridge /s/ Matthew C. Stephani /s/ Gary Motyl Matthew C. Stephani Gary Motyl Co-Portfolio Managers Co-Portfolio Managers Great Companies, L.L.C. Templeton Investment Counsel, LLC AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Templeton Great Companies Global 2 Templeton Great Companies Global - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 9/1/00 through 12/31/03 Initial Class MSCI World 9/1/2000 $10,000 $10,000 9/30/2000 9,180 9,469 12/31/2000 8,540 8,891 3/31/2001 7,000 7,755 6/30/2001 7,240 7,970 9/30/2001 6,162 6,830 12/31/2001 7,102 7,422 3/31/2002 6,992 7,454 6/30/2002 6,062 6,783 9/30/2002 5,134 5,542 12/31/2002 5,574 5,971 3/31/2003 5,354 5,676 6/30/2003 6,054 6,655 9/30/2003 6,303 6,984 12/31/2003 $7,064 $7,988 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date - -------------------------------------------------------------------------------- Initial Class 26.73% (9.91)% 9/1/00 MSCIW(1) 33.76% (6.52)% 9/1/00 - -------------------------------------------------------------------------------- Service Class - 21.63 % 5/1/03 - -------------------------------------------------------------------------------- NOTES (1) The Morgan Stanley Capital International World (MSCIW) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Investments in global securities involve risks relating to political, social and economic developments abroad, foreign currency contracts for hedging, as well as risks resulting from the differences between the regulations to which U.S. and foreign issuer markets are subject. The management of this fund is based on a specific philosophy and on proprietary systems and methodology. There is no guarantee the fund will meet its objectives. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Templeton Great Companies Global 3 Templeton Great Companies Global - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Principal Value - -------------------------------------------------------------------------------- CONVERTIBLE BONDS (0.0%) France (0.0%) AXA-Zero Coupons $ 1 $ 15 -------- Total Convertible 15 -------- Bonds (cost: $10) Shares Value - -------------------------------------------------------------------------------- PREFERRED STOCKS (0.4%) Brazil (0.4%) Companhia Vale do Rio Doce-ADR 4,350 $ 224 -------- Total Preferred Stocks (cost: $160) 224 -------- COMMON STOCKS (93.7%) Australia (1.5%) Alumina Limited 40,120 199 Australia and New Zealand Banking Group Limited 18,320 244 BHP Billiton Limited-ADR 13,410 245 Mayne Group Limited 62,000 152 Bermuda (0.8%) ACE Limited 5,610 232 XL Capital Ltd.-Class A (b) 3,280 254 Canada (1.0%) Alcan Inc. (a) 6,930 325 BCE Inc. (b) 10,770 241 China (0.1%) China Life Insurance Company Limited-ADR (a)(b) 1,800 59 Denmark (1.0%) ISS A/S 5,260 259 Vestas Wind Systems A/S (b) 18,930 308 Finland (0.9%) Stora Enso Oyj-R Shares 14,350 193 UPM-Kymmene Oyj 15,830 302 France (2.7%) Accor SA 4,940 224 Aventis SA 4,730 312 AXA 12,090 259 Compagnie Generale des Etablissements Michelin-Class B 3,730 171 Suez SA-ADR 8,350 169 Total Fina Elf SA 1,210 225 Valeo SA 4,290 172 Germany (3.2%) BASF AG-ADR 4,940 275 Bayer AG-ADR (b) 9,020 265 Deutsche Post AG-Registered Shares 16,480 340 E.ON AG-ADR 5,610 367 SAP AG-ADR 8,680 361 Volkswagen AG-ADR 18,800 210 Shares Value - -------------------------------------------------------------------------------- Hong Kong (0.6%) Cheung Kong (Holdings) Limited 27,000 $ 215 Hutchison Whampoa Limited 19,000 140 India (0.5%) Satyam Computer Services Limited- ADR (b) 8,980 263 Israel (0.4%) Check Point Software Technologies, Ltd. (a) 12,420 209 Italy (1.0%) Eni SpA.-ADR 4,270 406 Riunione Adriatica di Sicurta SpA 9,450 161 Japan (3.3%) Canon Inc.-ADR 4,350 207 Denso Corporation 8,700 171 East Japan Railway Company 40 188 Hitachi, Ltd. 16,000 96 NEC Corporation 13,000 96 Nintendo Co., Ltd. 3,300 308 Nippon Telegraph and Telephone Corporation 62 299 Nomura Securities Co., Ltd. (The) 5,000 85 Sony Corporation-ADR 7,470 259 Yasuda Fire & Marine Insurance Company, Limited (The) 26,000 214 Mexico (0.8%) Cemex, SA de CV-ADR 3,620 95 Kimberly-Clark de Mexico, S.A. de C.V.- A Shares 38,040 98 Telefonos de Mexico SA de CV-ADR 7,690 254 Netherlands (2.5%) Akzo Nobel NV-ADR 6,930 265 Elsevier NV 25,330 315 IHC Caland N.V. 4,530 246 ING Groep NV-ADR 11,320 265 Koninklijke Philips Electronics NV 10,990 321 New Zealand (0.3%) Telecom Corporation of New Zealand Limited 47,250 167 Portugal (0.5%) Portugal Telecom, SGPS, SA-Registered Shares 28,910 291 Singapore (0.4%) DBS Group Holdings Limited-ADR 5,940 206 South Korea (1.7%) Kookmin Bank-ADR 6,380 241 Korea Electric Power Corporation-ADR (b) 14,120 147 KT Corp.-ADR 12,400 236 Samsung Electronics Co., Ltd.-GDR-144A (USD) 1,950 367 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Templeton Great Companies Global 4 Templeton Great Companies Global - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value - -------------------------------------------------------------------------------- Spain (1.6%) Antena 3 Television, SA (a) 47 $ 2 Endesa SA 9,020 173 Iberdrola SA 13,850 274 Repsol-YPF, SA 11,220 219 Telefonica SA 15,250 224 Sweden (2.4%) Atlas Copco AB-A Shares 7,260 260 Electrolux AB-Series B 4,060 89 Nordea AB-FDR 41,980 313 Securitas AB-Class B 17,150 231 Svenska Cellulosa AB-B Shares 6,200 253 Volvo AB-B Shares 7,260 222 Switzerland (1.8%) Nestle SA-ADR 4,840 302 Novartis AG-ADR 5,320 244 Swiss Reinsurance Company-Registered Shares 4,280 289 UBS AG-Registered Shares 3,280 223 Taiwan (0.3%) Chughwa Telecom Co., Ltd.-ADR 13,400 194 United Kingdom (6.3%) Abbey National PLC 21,330 203 BAE Systems PLC 63,310 191 BP PLC-ADR 6,590 325 Brambles Industries PLC 65,790 240 British Airways PLC (a) 31,430 131 Cadbury Schweppes PLC 44,950 330 GlaxoSmithKline PLC 10,380 238 HSBC Holdings PLC-ADR 2,620 207 Marks and Spencer Group PLC 48,060 249 National Grid Group PLC (The) 31,980 229 Pearson PLC 18,580 207 Rolls-Royce Group PLC 49,120 156 Shell Transport & Trading Company PLC 29,350 218 Smiths Group PLC 21,090 250 Standard Chartered PLC 13,630 225 Unilever PLC 29,120 271 United States (58.1%) Abbott Laboratories 47,000 2,190 American International Group, Inc. 21,800 1,445 Amgen Inc. (a) 16,700 1,032 Anheuser-Busch Companies, Inc. 19,600 1,033 Autoliv, Inc. 3,720 140 Avon Products, Inc. 15,400 1,039 Berkshire Hathaway Inc.-Class B (a) 500 1,408 Cintas Corporation (b) 20,900 1,048 Clear Channel Communications, Inc. 32,800 1,536 Shares Value - -------------------------------------------------------------------------------- United States (continued) Colgate-Palmolive Company 20,800 $ 1,041 Dell Computer Corporation (a) 28,900 981 eBay Inc. (a) 16,600 1,072 First Data Corporation (b) 23,000 945 General Electric Company 32,200 998 Genzyme Corporation- General Division (a) 21,200 1,046 International Business Machines Corporation 10,100 936 Johnson & Johnson 20,250 1,046 Lehman Brothers Holdings Inc. 18,200 1,405 Marsh & McLennan Companies, Inc. 28,400 1,360 Mattel, Inc. 76,500 1,474 Merrill Lynch & Co., Inc. (b) 22,700 1,331 Microsoft Corporation 34,400 947 Moody's Corporation 22,100 1,338 Omnicom Group, Inc. (b) 17,100 1,493 Pfizer Inc. 29,800 1,053 Procter & Gamble Company (The) 9,700 969 United Technologies Corporation 22,300 2,113 UTStarcom, Inc. (a)(b) 24,800 919 -------- Total Common Stocks (cost: $48,482) 53,714 -------- Principal Value - -------------------------------------------------------------------------------- SECURITY LENDING COLLATERAL (10.9%) Debt (8.5%) Bank Notes (0.6%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 30 $ 30 Fleet National Bank 1.00%, due 01/21/2004 110 110 National Bank of Commerce 1.19%, due 04/21/2004 92 92 Commercial Paper (2.2%) Compass Securitization-144A 1.08%, due 01/22/2004 55 55 Delaware Funding Corporation 1.08%, due 01/07/2004 37 37 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 55 55 1.09%, due 01/13/2004 37 37 1.08%, due 02/05/2004 73 73 General Electric Capital Corporation 1.09%, due 01/08/2004 93 93 1.09%, due 01/09/2004 55 55 1.08%, due 01/16/2004 73 73 Govco Incorporated-144A 1.07%, due 02/05/2004 92 92 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Templeton Great Companies Global 5 Templeton Great Companies Global - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value - -------------------------------------------------------------------------------- Commercial Paper (continued) Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 $ 92 $ 92 1.09%, due 02/06/2004 92 92 1.10%, due 02/09/2004 54 54 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 92 92 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 55 55 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 107 107 1.08%, due 02/17/2004 184 184 Sheffield Receivables-144A 1.09%, due 01/21/2004 37 37 Euro Dollar Overnight (0.4%) BNP Paribas SA 0.97%, due 01/07/2004 184 184 Credit Agricole Indosuez 0.98%, due 01/02/2004 7 7 1.08%, due 01/06/2004 70 70 Euro Dollar Terms (2.2%) Bank of Montreal 1.06%, due 01/15/2004 36 36 1.06%, due 02/17/2004 74 74 Bank of Scotland 1.06%, due 04/02/2004 55 55 Citigroup Inc. 1.10%, due 01/22/2004 55 55 1.09%, due 02/06/2004 74 74 Credit Agricole Indosuez 1.08%, due 01/28/2004 37 37 Den Danske Bank 1.08%, due 01/20/2004 184 184 1.02%, due 01/30/2004 92 92 Royal Bank of Canada 1.05%, due 02/27/2004 184 184 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 110 110 1.08%, due 01/15/2004 37 37 1.08%, due 01/20/2004 18 18 Svenska Handelsbanken AB 1.09%, due 01/15/2004 18 18 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 110 110 Wells Fargo & Company 1.04%, due 01/30/2004 147 147 Principal Value - -------------------------------------------------------------------------------- Master Notes (0.6%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 $ 74 $ 74 1.14%, due 09/08/2004 110 110 Morgan Stanley 1.05%, due 06/21/2004 177 177 Medium Term Notes (0.4%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 184 184 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 55 55 Repurchase Agreements (2.1%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $431 on 01/02/2004 431 431 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $586 on 01/02/2004 586 586 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $350 on 01/02/2004 350 350 Shares Value - -------------------------------------------------------------------------------- Investment Companies (2.4%) Money Market Funds (2.4%) American AAdvantage Select Fund 1-day yield of 1.00% 90,294 $ 90 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 220,460 220 Merrimac Cash Series Fund- Premium Class 1-day yield of 0.98% 958,631 959 -------- Total Security Lending Collateral (cost: $6,243) 6,243 -------- Total Investment Securities (cost: $54,895) $60,196 ======== SUMMARY: Investments, at value 105.0% $60,196 Liabilities in excess of other assets (5.0)% (2,904) ------- -------- Net assets 100.0% $57,292 ======= ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Templeton Great Companies Global 6 Templeton Great Companies Global - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Percentage of Net Assets Value - -------------------------------------------------------------------------------- INVESTMENTS BY INDUSTRY: Business Services 12.0% $ 6,873 Pharmaceuticals 12.0% 6,849 Insurance 7.3% 4,249 Chemicals & Allied Products 7.3% 4,167 Security & Commodity Brokers 4.9% 2,821 Aerospace 4.3% 2,460 Electronic & Other Electric Equipment 4.1% 2,342 Computer & Office Equipment 4.0% 2,316 Telecommunications 3.3% 1,906 Commercial Banks 3.3% 1,862 Computer & Data Processing Services 3.1% 1,780 Manufacturing Industries 2.6% 1,474 Beverages 2.4% 1,363 Insurance Agents, Brokers & Service 2.4% 1,360 Apparel Products 2.3% 1,297 Electric Services 2.1% 1,190 Communications Equipment 1.6% 919 Automotive 1.6% 915 Oil & Gas Extraction 1.5% 850 Paper & Allied Products 1.5% 846 Life Insurance 1.0% 598 Food & Kindred Products 1.0% 573 Industrial Machinery & Equipment 1.0% 568 Petroleum Refining 0.9% 543 Primary Metal Industries 0.9% 524 Printing & Publishing 0.9% 522 Percentage of Net Assets Value - ------------------------------------------------------------------------------- INVESTMENTS BY INDUSTRY: (continued) Trucking & Warehousing 0.9% $ 492 Metal Mining 0.8% 469 Transportation & Public Utilities 0.7% 428 Electronic Components & Accessories 0.4% 250 Hotels & Other Lodging Places 0.4% 224 Real Estate 0.4% 215 Rubber & Misc. Plastic Products 0.3% 171 Electric, Gas & Sanitary Services 0.3% 169 Holding & Other Investment Offices 0.2% 140 Air Transportation 0.2% 131 Stone, Clay & Glass Products 0.2% 95 Radio & Television Broadcasting 0.0% 2 ----- -------- Investments, at market value 94.1% 53,953 Short-term investments 10.9% 6,243 Other assets in excess of liabilities (5.0)% (2,904) ----- -------- Net assets 100.0% $ 57,292 ====== ======== FORWARD FOREIGN CURRENCY CONTRACTS: - -------------------------------------------------------------------------------- Amount in U.S. Dollars Net Unrealized Bought Settlement Bought Appreciation Currency (Sold) Date (Sold) (Depreciation) - -------------------------------------------------------------------------------- Euro Dollar 5 01/02/2004 $ 6 $ - Euro Dollar - 01/05/2004 (d) - --- --- 6 - === === NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $6,039. (c) Cash collateral for the Repurchase Agreements, valued at $1,393, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) Amount is less than $1. DEFINITIONS: ADR American Depositary Receipt FDR Finnish Depositary Receipt GDR Global Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2003, these securities aggregated $367 or 0.64% of the net assets of the fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Templeton Great Companies Global 7 Templeton Great Companies Global - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $54,895) (including $6,039 of securities loaned) $ 60,196 Cash 3,338 Receivables: Interest 1 Dividends 51 Dividend reclaims receivable 5 Other 6 -------- 63,597 -------- Liabilities: Investment securities purchased 6 Accounts payable and accrued liabilities: Management and advisory fees 41 Payable for collateral for securities on loan 6,243 Other 15 -------- 6,305 -------- Net Assets $ 57,292 ======== Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 81 Additional paid-in capital 53,919 Undistributed net investment income (loss) 19 Accumulated net realized gain (loss) from investment securities and foreign currency transactions (2,029) Net unrealized appreciation (depreciation) on: Investment securities 5,301 Translation of assets and liabilities denominated in foreign currencies 1 -------- Net Assets $ 57,292 ======== Shares Outstanding: Initial Class 8,078 Service Class 52 Net Asset Value and Offering Price Per Share: Initial Class $ 7.05 Service Class 7.03 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 7 Dividends 611 Income from loaned securities-net 10 Less withholding taxes on foreign dividends (43) -------- 585 -------- Expenses: Management and advisory fees 307 Transfer agent fees 2 Printing and shareholder reports 29 Custody fees 21 Administration fees 20 Auditing and accounting fees 10 Directors fees 1 Other 1 -------- Total expenses 391 -------- Less: Advisory fee waiver (6) -------- Net expenses 385 -------- Net Investment Income (Loss) 200 -------- Net Realized Gain (Loss) from: Investment securities 890 Foreign currency transactions (183) -------- 707 -------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 8,927 Translation of assets and liabilities denominated in foreign currencies 1 -------- 8,928 -------- Net Gain (Loss) on Investment Securities and Foreign Currency Transactions 9,635 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 9,835 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Templeton Great Companies Global 8 Templeton Great Companies Global - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 - -------------------------------------------------------------------------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 200 $ 52 Net realized gain (loss) from investment securities and foreign currency transactions 707 (1,375) Net unrealized appreciation (depreciation) on investment securities and foreign currency translation 8,928 (3,970) -------- -------- 9,835 (5,293) -------- -------- Distributions to Shareholders: From net investment income: Initial Class (51) (11) Service Class - - -------- -------- (51) (11) -------- -------- From net realized gains: Initial Class - - Service Class - - -------- -------- - - -------- -------- Capital Share Transactions: Proceeds from shares sold: Initial Class 28,502 23,199 Service Class 5,487 - -------- -------- 33,989 23,199 -------- -------- Dividends and distributions reinvested: Initial Class 51 11 Service Class - - -------- -------- 51 11 -------- -------- Cost of shares redeemed: Initial Class (6,845) (8,471) Service Class (5,182) - -------- -------- (12,027) (8,471) -------- -------- 22,013 14,739 -------- -------- Net increase (decrease) in net assets 31,797 9,435 -------- -------- Net Assets: Beginning of year 25,495 16,060 -------- -------- End of year $ 57,292 $ 25,495 ======== ======== Undistributed Net Investment Income $ 19 $ 53 ======== ======== December 31, December 31, 2003 2002 - -------------------------------------------------------------------------------- Share Activity: Shares issued: Initial Class 4,638 3,778 Service Class 829 - -------- -------- 5,467 3,778 -------- -------- Shares issued-reinvested from distributions: Initial Class 8 2 Service Class - - -------- -------- 8 2 -------- -------- Shares redeemed: Initial Class (1,145) (1,464) Service Class (777) - -------- -------- (1,922) (1,464) -------- -------- Net increase (decrease) in shares outstanding 3,553 2,316 ======== ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Templeton Great Companies Global 9 Templeton Great Companies Global - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) ----------------------------------------------------------------------------------------------------- Investment Operations Distributions ----------------------------------------- ---------------------------------------------- Net Asset Net Asset For the Value, Net Net Realized From Net From Net Value, Period Beginning Investment and Unrealized Total Investment Realized Total End Ended (b) of Period Income (Loss) Gain (Loss) Operations Income Gains Distributions of Period - ----------------------------------------------------------------------------------------------------------------------------------- Initial Class 12/31/2003 $ 5.57 $ 0.03 $ 1.46 $ 1.49 $ (0.01) $ - $ (0.01) $ 7.05 12/31/2002 7.10 0.01 (1.54) (1.53) - - - 5.57 12/31/2001 8.54 0.01 (1.45) (1.44) - - - 7.10 12/31/2000 10.00 0.02 (1.48) (1.46) - - - 8.54 - ----------------------------------------------------------------------------------------------------------------------------------- Service Class 12/31/2003 5.78 - 1.25 1.25 - - - 7.03 - ----------------------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data --------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) - -------------------------------------------------------------------------------------------------------------------- Initial Class 12/31/2003 26.73% $ 56,924 1.00% 1.02% 0.53% 97% 12/31/2002 (21.51) 25,495 1.00 1.20 0.24 42 12/31/2001 (16.84) 16,060 1.00 1.59 0.12 106 12/31/2000 (14.60) 5,057 1.00 3.93 0.53 6 - -------------------------------------------------------------------------------------------------------------------- Service Class 12/31/2003 21.63 368 1.25 1.27 0.04 97 - -------------------------------------------------------------------------------------------------------------------- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-September 1, 2000 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Templeton Great Companies Global 10 Templeton Great Companies Global - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Templeton Great Companies Global ("the Fund"), part of ATSF, began operations on September 1, 2000 as Great Companies-Global2. On September 15, 2003, the Fund changed its name from Great Companies-Global2 to Templeton Great Companies Global. The Fund will merge into Janus Global and be renamed Templeton Great Companies Global, effective the close of business on April 30, 2004, subject to approval by Policyowners. On September 15th, 2003, Templeton Investment Counsel LLC became a co-subadviser of the Fund, managing the foreign portion of the fund. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $4 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Templeton Great Companies Global 11 Templeton Great Companies Global - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amounts of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Great Companies, LLC is both an affiliate of the Fund and a co-sub-adviser of the Fund, managing the domestic portion of the fund. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.80% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Advisory Fee Available for Waived Recapture Through ------------ ----------------- Fiscal Year 2001 $ 58 12/31/2004 Fiscal Year 2002 42 12/31/2005 Fiscal Year 2003 6 12/31/2006 Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Templeton Great Companies Global 12 Templeton Great Companies Global - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $2. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 54,621 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 35,031 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ - Undistributed net investment income (loss) (183) Undistributed net realized capital gains (loss) 183 The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 11 Long-term capital gains - 2003 Distributions paid from: Ordinary income 51 Long-term capital gains - AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Templeton Great Companies Global 13 Templeton Great Companies Global - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4-(continued) The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 33 ======== Undistributed Long-term Capital Gains $ - ======== Capital Loss Carryforward $ (1,863) ======== Post October Currency Loss $ 14 ======== Net Unrealized Appreciation (Depreciation) $ 5,135 ======== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through ------------ ----------------- $ 546 December 31, 2009 1,317 December 31, 2010 The capital loss carryforward utilized during the period ended December 31, 2003 was $743. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $55,061 ======== Unrealized Appreciation $ 5,497 Unrealized (Depreciation) (362) -------- Net Unrealized Appreciation (Depreciation) $ 5,135 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Templeton Great Companies Global 14 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Templeton Great Companies Global In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Templeton Great Companies Global (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Templeton Great Companies Global 15 Third Avenue Value - -------------------------------------------------------------------------------- MARKET ENVIRONMENT For long-term fundamental investors like Third Avenue Value, the general market is relatively unimportant. In the long run, the performance of the Third Avenue Value portfolio will be driven by the merits of the investments not by general market considerations. PERFORMANCE For the year ended December 31, 2003, Third Avenue Value returned 37.26%. By comparison its benchmark, the Standard and Poor's 500 Composite Stock Index returned 28.67%. STRATEGY REVIEW Performance was favorably driven by selected technology, financial, Japanese, natural resources and real estate related holdings. Third Avenue Value strives to deliver superior absolute returns with limited investment risk over time; we do not manage for short-term performance or against benchmarks. We are fundamental bottom-up value investors. We invest in the securities of companies that meet our criteria of what is "safe and cheap." As such, we make no attempt to allocate the portfolio assets among industry sectors based on any macro-economic view or index-related considerations. Our diligent "safe and cheap" criteria cannot shield us from short-term market fluctuations, but hopefully enables the portfolio to prosper over the long-term. During the year, we added nineteen new positions to the portfolio (eighteen common stock holdings and one preferred), increased our positions in twenty existing holdings, eliminated holdings in the common stock of seven companies and the debt of one company, and reduced our holdings in six positions. The new names to the portfolio are engaged in a wide range of businesses, including real estate related and energy related. In addition to benefiting from general market price improvements, our investment strategy has other avenues for creating value for shareholders. Since Third Avenue Value invests in companies that are extremely well capitalized and have high-quality assets, our portfolio companies frequently participate in resource conversion activities. Resource conversions can happen in a number of different ways. For example, a cash-rich company might convert its liquid assets into higher and better uses by purchasing the assets or operations of another company. It might involve a massive share repurchase, extraordinary dividend or a tender offer at a premium to the market. Resource conversion also happens when businesses of our portfolio companies get acquired, thereby monetizing our investment, or when the company divests assets, liquifying its balance sheet. As an example, during the fourth quarter, the portfolio received a special dividend from Catellus Development Corporation ("Catellus") when the company converted from a C Corporation to a Real Estate Investment Trust ("REIT"). Shareholders had the option of receiving the special dividend of $3.83 per share in common stock, cash or a combination thereof; we elected to receive the entire dividend in common stock. We have generally favored real estate operating companies over REITs because of their ability to retain and reinvest cash flow, thereby enabling the companies to grow without the need to constantly seek new equity capital. Catellus has achieved substantial growth over the last five years due, in large part, to its ability to reinvest its free cash flow. Catellus is in the unique position of having a substantial portfolio of properties that will not be included in the REIT. These properties will be held in a "taxable REIT subsidiary" with the intention that they will be sold off, at a substantial profit, over the next few years. The "after-tax" cash flow will be distributed to the REIT, which will enable Catellus to fund its development projects without the need to raise additional equity capital. We continue to be pleased with the overall quality of names in the portfolio. We will continue to strive to find additional investment opportunities that meet our "safe and cheap" criteria today that will enable us to achieve long-term growth into the future. /s/ Martin J. Whitman Martin J. Whitman Yang Lie Co-Portfolio Managers Third Avenue Management LLC AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Third Avenue Value 1 Third Avenue Value - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 1/2/98 through 12/31/03 Initial Class S&P 500 1/2/98 $10,000 $10,000 3/31/98 10,358 11,394 6/30/98 9,591 11,770 9/30/98 7,906 10,601 12/31/98 9,316 12,858 3/31/99 8,446 13,498 6/30/99 9,693 14,449 9/30/99 9,514 13,548 12/31/99 10,780 15,563 3/31/00 13,240 15,919 6/30/00 13,276 15,497 9/30/00 13,797 15,347 12/31/00 14,604 14,147 3/31/01 14,284 12,471 6/30/01 15,712 13,200 9/30/01 13,764 11,264 12/31/01 15,505 12,467 3/31/02 16,552 12,501 6/30/02 15,472 10,827 9/30/02 12,364 8,958 12/31/02 13,665 9,713 3/31/03 13,080 9,406 6/30/03 14,878 10,854 9/30/03 16,563 11,141 12/31/03 $18,757 $12,497 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years Inception Date - -------------------------------------------------------------------------------- Initial Class 37.26% 15.02% 11.06% 1/2/98 S&P 500(1) 28.67% (0.57)% 3.79% 1/2/98 - -------------------------------------------------------------------------------- Service Class - - 35.85% 5/1/03 - -------------------------------------------------------------------------------- NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Investments in a "non-diversified" portfolio may be subject to specific risks such as susceptibility to single economic political, or regulatory events, and may be subject to greater loss than investments in a diversified portfolio. Investments in global securities involve risks relating to political, social and economic developments abroad, foreign currency contracts for hedging, as well as risks resulting from the differences between the regulations to which U.S. and foreign issuer markets are subject. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Third Avenue Value 2 Third Avenue Value - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Principal Value - -------------------------------------------------------------------------------- U.S. GOVERNMENT OBLIGATIONS (5.4%) U.S. Treasury Note 2.13%, due 10/31/2004 $ 25,000 $ 25,194 --------- Total U.S. Government Obligations (cost: $25,046) 25,194 --------- CORPORATE DEBT SECURITIES (0.3%) Business Credit Institutions (0.3%) CIT Group, Inc. 5.63%, due 05/17/2004 1,500 1,524 --------- Total Corporate Debt Securities (cost: $1,451) 1,524 --------- Shares Value - -------------------------------------------------------------------------------- CONVERTIBLE PREFERRED STOCKS (2.5%) Holding & Other Investment Offices (0.8%) SFK Pulp Fund 611,800 $ 3,599 Mining (1.7%) Fording Canadian Coal Trust-Units (b) 235,000 8,347 --------- Total Convertible Preferred Stocks (cost: $7,514) 11,946 --------- PREFERRED STOCKS (0.5%) Holding & Other Investment Offices (0.5%) Koger Equity, Inc. 92,300 2,492 --------- Total Preferred Stocks (cost: $2,308) 2,492 --------- COMMON STOCKS (77.9%) Agriculture (1.2%) Tejon Ranch Co. (a) 137,305 5,631 Automotive (2.6%) Toyota Industries Corporation 565,000 11,988 Business Credit Institutions (1.1%) CIT Group, Inc. 138,100 4,965 Business Services (1.3%) Cross Country Healthcare, Inc. (a)(b) 397,900 5,937 Chemicals & Allied Products (1.7%) Agrium, Inc. (b) 481,000 7,917 Communications Equipment (4.3%) Comverse Technology, Inc. (a) 488,200 8,587 Sycamore Networks, Inc. (a) 450,000 2,358 Tellabs, Inc. (a) 918,300 7,741 Ulticom, Inc. (a) 139,900 1,350 Computer & Data Processing Services (0.8%) Geac Computer Corporation Limited (a) 689,300 3,584 Computer & Office Equipment (0.1%) NCR Corporation (a) 17,600 683 Construction (0.9%) Quanta Services, Inc. (a)(b) 594,600 4,341 Electronic & Other Electric Equipment (4.8%) American Power Conversion Corporation 454,300 11,108 Electro Scientific Industries, Inc. (a) 482,800 11,491 Shares Value -------------------- --------------- Electronic Components & Accessories (7.4%) AVX Corporation 592,600 $ 9,849 Bel Fuse Inc.-Class A 121,800 3,642 Bel Fuse Inc.-Class B 69,300 2,261 KEMET Corporation (a) 329,500 4,511 TriQuint Semiconductor, Inc. (a)(b) 1,047,900 7,409 Vishay Intertechnology, Inc. (a)(b) 310,000 7,099 Finance (0.3%) JZ Equity Partners PLC 612,100 1,334 Health Services (0.7%) AMN Healthcare Services, Inc. (a)(b) 178,675 3,066 Holding & Other Investment Offices (4.4%) Capital Southwest Corporation 30,941 1,918 Hutchison Whampoa Limited 1,345,800 9,925 Investor AB-Class A 465,000 4,460 Koger Equity, Inc. 199,000 4,165 Hotels & Other Lodging Places (0.0%) Lodgian, Inc.-Class A warrants, 32,370 24 Expires 11/25/2007 Lodgian, Inc.-Class B warrants, 6,456 3 Expires 11/25/2009 Lodgian, Inc. (a) 22,320 117 Industrial Machinery & Equipment (3.6%) Alamo Group Inc. 386,900 5,904 Applied Materials, Inc. (a) 294,000 6,600 FSI International, Inc. (a) 186,500 1,376 Lindsay Manufacturing Co. 113,900 2,876 Instruments & Related Products (3.2%) Agilent Technologies, Inc. (a) 165,000 4,825 Analogic Corporation 31,100 1,275 Coherent, Inc. (a) 100,000 2,380 Credence Systems Corporation (a)(b) 369,400 4,861 CyberOptics Corporation (a) 135,400 1,462 Insurance (12.4%) Aioi Insurance Company, Limited 761,400 3,025 Arch Capital Group Inc. (a) 285,900 11,396 BRiT Insurance Holdings PLC (a) 2,000,000 2,604 First American Corporation (The) 48,800 1,453 Leucadia National Corporation 59,400 2,738 MBIA, Inc. 109,400 6,480 Millea Holdings, Inc.-ADR (b) 266,200 17,942 Mitsui Sumitomo Insurance Co., Ltd. 757,000 6,213 Phoenix Companies, Inc. (The) (b) 225,800 2,719 Radian Group, Inc. 72,464 3,533 Insurance Agents, Brokers & Service (0.3%) E-L Financial Corporation Limited 6,100 1,393 Life Insurance (0.4%) MONY Group Inc. (The) (a)(b) 66,900 2,093 Lumber & Wood Products (0.6%) Modtech Holdings, Inc. (a) 359,700 3,025 Manufacturing Industries (1.3%) JAKKS Pacific, Inc. (a)(b) 469,253 6,175 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Third Avenue Value 3 Third Avenue Value - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ------------ ------------ Metal Mining (1.6%) Brascan Corporation-Class A (a)(b) 239,600 $ 7,317 Oil & Gas Extraction (3.7%) Nabors Industries Ltd. (a) 126,500 5,250 Smedvig ASA-A Shares (b) 977,700 7,407 Willbros Group, Inc. (a) 385,700 4,636 Paper & Allied Products (2.7%) St. Joe Company (The) 343,700 12,817 Pharmaceuticals (1.4%) Sankyo Company, Ltd. 360,000 6,766 Railroads (0.1%) Florida East Coast Industries, Inc. 20,429 676 Real Estate (7.1%) Catellus Development Corporation 345,407 8,331 Forest City Enterprises, Inc.-Class A 216,650 10,293 HomeFed Corporation (a) 1,418 41 LNR Property Corporation (b) 191,900 9,501 Trammell Crow Company (a) 400,800 5,311 Research & Testing Services (1.3%) PAREXEL International Corporation (a) 368,800 5,997 Pharmaceutical Product Development, Inc. (a) 12,400 334 Savings Institutions (1.2%) Brookline Bancorp, Inc. 366,943 5,629 Security & Commodity Brokers (3.5%) Instinet Group Incorporated (a) 1,161,300 5,981 Legg Mason, Inc. 71,200 5,495 SWS Group, Inc. (b) 169,100 3,010 Westwood Holdings Group, Inc. 106,675 1,898 Transportation Equipment (1.5%) Trinity Industries, Inc. (b) 221,600 6,834 Water Transportation (0.4%) Alexander & Baldwin, Inc. 63,300 2,133 --------- Total Common Stocks (cost: $269,991) 365,469 --------- Principal Value ------------------------ --------------- SHORT-TERM OBLIGATIONS (13.3%) Investor's Bank & Trust Company (d) 0.72%, Repurchase Agreement dated 12/31/2003 to be repurchased at $62,563 on 01/02/2004 $ 62,561 $ 62,561 --------- Total Short-Term Obligations (cost: $62,561) 62,561 --------- SECURITY LENDING COLLATERAL (15.5%) Debt (12.4%) Bank Notes (0.6%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 342 342 Fleet National Bank 1.00%, due 01/21/2004 1,284 1,284 National Bank of Commerce 1.19%, due 04/21/2004 1,070 1,070 Principal Value ------------------------ --------------- Commercial Paper (3.2%) Compass Securitization-144A 1.08%, due 01/22/2004 $ 642 $ 642 Delaware Funding Corporation 1.08%, due 01/07/2004 426 426 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 642 642 1.09%, due 01/13/2004 428 428 1.08%, due 02/05/2004 854 854 General Electric Capital Corporation 1.09%, due 01/08/2004 1,067 1,067 1.09%, due 01/09/2004 642 642 1.08%, due 01/16/2004 852 852 Govco Incorporated-144A 1.07%, due 02/05/2004 1,068 1,068 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 1,068 1,068 1.09%, due 02/06/2004 1,068 1,068 1.10%, due 02/09/2004 624 624 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 1,068 1,068 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 642 642 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 1,240 1,240 1.08%, due 02/17/2004 2,136 2,136 Sheffield Receivables-144A 1.09%, due 01/21/2004 428 428 Euro Dollar Overnight (0.6%) BNP Paribas SA 0.97%, due 01/07/2004 2,139 2,139 Credit Agricole Indosuez 0.98%, due 01/02/2004 86 86 1.08%, due 01/06/2004 813 813 Euro Dollar Terms (3.1%) Bank of Montreal 1.06%, due 01/15/2004 418 418 1.06%, due 02/17/2004 856 856 Bank of Scotland 1.06%, due 04/02/2004 642 642 Citigroup Inc. 1.10%, due 01/22/2004 642 642 1.09%, due 02/06/2004 856 856 Credit Agricole Indosuez 1.08%, due 01/28/2004 428 428 Den Danske Bank 1.08%, due 01/20/2004 2,139 2,139 1.02%, due 01/30/2004 1,070 1,070 Royal Bank of Canada 1.05%, due 02/27/2004 2,139 2,139 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Third Avenue Value 4 Third Avenue Value - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value --------------- ------------ Commercial Paper (continued) Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 $ 1,284 $ 1,284 1.08%, due 01/15/2004 428 428 1.08%, due 01/20/2004 214 214 Svenska Handelsbanken AB 1.09%, due 01/15/2004 214 214 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 1,284 1,284 Wells Fargo & Company 1.04%, due 01/30/2004 1,712 1,712 Master Notes (0.9%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 856 856 1.14%, due 09/08/2004 1,284 1,284 Morgan Stanley 1.05%, due 06/21/2004 2,054 2,054 Medium Term Notes (0.6%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 2,139 2,139 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 642 642 Repurchase Agreements (3.4%) (c) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $5,005 on 01/02/2004 5,005 5,005 Principal Value --------------- ------------ Repurchase Agreements (continued) Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $6,802 on 01/02/2004 $ 6,802 $ 6,802 Morgan Stanley 1.11%, Repurchase Agreement dated 12/31/2003 to be repurchased at $4,064 on 01/02/2004 4,064 4,064 Shares Value ---------------- ------------ Investment Companies (3.1%) Money Market Funds (3.1%) American AAdvantage Select Fund 1-day yield of 1.00% 1,049,431 $ 1,049 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 2,562,263 2,561 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 11,141,565 11,142 --------- Total Security Lending Collateral (cost: $72,553) 72,553 --------- Total Investment Securities (cost: $441,424) $ 541,739 ========= SUMMARY: Investments, at value 115.4 % $ 541,739 Liabilities in excess of other assets (15.4)% (72,230) ---------- --------- Net assets 100.0 % $ 469,509 ========== ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $69,711. (c) Cash collateral for the Repurchase Agreements, valued at $16,192, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) At December 31, 2003, the collateral for the repurchase agreement (excluding collateral for securities on loan) is as follows: Market Value Collateral and Accrued Interest - ---------------------------------------------- --------------------- $79,103 Fannie Mae Conventional Pool-618128 3.17%, due 08/01/2033 $ 36,825 $39,250 Fannie Mae Floating Rate Note Series 2002-92 Class FA 1.69%, due 01/25/2033 28,865 -------- $ 65,690 ======== DEFINITIONS: ADR American Depositary Receipt The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Third Avenue Value 5 Third Avenue Value - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $441,424) (including $69,711 of securities loaned) $541,739 Cash 56 Receivables: Interest 104 Dividends 505 Dividend reclaims receivable 3 Other 61 --------- 542,468 --------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 331 Distribution fees 1 Payable for collateral for securities on loan 72,553 Other 74 --------- 72,959 --------- Net Assets $469,509 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 277 Additional paid-in capital 367,821 Undistributed net investment income (loss) 2,208 Accumulated net realized gain (loss) from investment securities and foreign currency transactions (1,115) Net unrealized appreciation (depreciation) on: Investment securities 100,315 Translation of assets and liabilities denominated in foreign currencies 3 --------- Net Assets $469,509 ========= Shares Outstanding: Initial Class 27,673 Service Class 65 Net Asset Value and Offering Price Per Share: Initial Class $ 16.93 Service Class 16.96 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 1,109 Dividends 4,508 Income from loaned securities-net 112 Less withholding taxes on foreign dividends (192) --------- 5,537 --------- Expenses: Management and advisory fees 2,770 Transfer agent fees 2 Printing and shareholder reports 57 Custody fees 56 Administration fees 20 Legal fees 4 Auditing and accounting fees 10 Directors fees 12 Other fees 7 Service fees: Service Class 1 --------- Total expenses 2,939 --------- Net Investment Income (Loss) 2,598 --------- Net Realized Gain (Loss) from: Investment securities (1,117) Foreign currency transactions (116) --------- (1,233) --------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment Securities 117,134 Translation of assets and liabilities denominated in foreign currencies 3 --------- 117,137 --------- Net Gain (Loss) on Investments and Foreign Currency Transactions 115,904 --------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 118,502 ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Third Avenue Value 6 Third Avenue Value - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 2,598 $ 918 Net realized gain (loss) from investment securities and foreign currency transactions (1,233) 449 Net unrealized appreciation (depreciation) on investment securities and foreign currency translation 117,137 (27,071) --------- --------- 118,502 (25,704) --------- --------- Distributions to Shareholders: From net investment income: Initial Class (1,165) (1,017) Service Class - - --------- --------- (1,165) (1,017) --------- --------- From net realized gains: Initial Class (459) (4,985) Service Class - - --------- --------- (459) (4,985) --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 127,153 151,200 Service Class 1,033 - --------- --------- 128,186 151,200 --------- --------- Dividends and distributions reinvested: Initial Class 1,624 6,002 Service Class - - --------- --------- 1,624 6,002 --------- --------- Cost of shares redeemed: Initial Class (29,126) (37,398) Service Class (46) - --------- --------- (29,172) (37,398) --------- --------- 100,638 119,804 --------- --------- Net increase (decrease) in net assets 217,516 88,098 --------- --------- Net Assets: Beginning of year 251,993 163,895 --------- --------- End of year $469,509 $ 251,993 ========= ========= Undistributed Net Investment Income (Loss) $ 2,208 $ 893 ========= ========= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 9,379 11,448 Service Class 68 - --------- --------- 9,447 11,448 --------- --------- Shares issued-reinvested from distributions: Initial Class 116 480 Service Class - - --------- --------- 116 480 --------- --------- Shares redeemed: Initial Class (2,167) (2,873) Service Class (3) - --------- --------- (2,170) (2,873) --------- --------- Net increase (decrease) in shares outstanding 7,393 9,055 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Third Avenue Value 7 Third Avenue Value - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 12.39 $ 0.11 $ 4.50 $ 4.61 12/31/2002 14.52 0.06 (1.78) (1.72) 12/31/2001 13.71 0.11 0.73 0.84 12/31/2000 10.45 0.20 3.50 3.70 12/31/1999 9.29 0.16 1.28 1.44 - --------------- ---------- --------- -------- -------- -------- Service Class 12/31/2003 12.50 0.10 4.38 4.48 - --------------- ---------- --------- -------- -------- -------- For a share outstanding throughout each period (a) ------------------------------------------------------ Distributions ----------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ------------ --------------- ------------ Initial Class $ (0.05) $ (0.02) $ (0.07) $ 16.93 (0.07) (0.34) (0.41) 12.39 (0.01) (0.02) (0.03) 14.52 (0.12) (0.32) (0.44) 13.71 (0.28) - (0.28) 10.45 - --------------- --------- --------- --------- --------- Service Class - (0.02) (0.02) 16.96 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 37.26% $ 468,411 0.85% 0.85% 0.75% 20% 12/31/2002 (11.87) 251,993 0.89 0.89 0.47 5 12/31/2001 6.17 163,895 0.92 0.92 0.76 18 12/31/2000 35.47 92,742 0.92 0.92 1.56 24 12/31/1999 15.72 19,217 1.00 1.06 1.76 10 - --------------- ---------- ------ --------- ---- ---- ---- -- Service Class 12/31/2003 35.85 1,098 1.11 1.11 0.93 20 - --------------- ---------- ------ --------- ---- ---- ---- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial class-January 2, 1998 Service class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Third Avenue Value 8 Third Avenue Value - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Third Avenue Value ("the Fund"), part of ATSF, began operations on January 2, 1998. The Fund is "non-diversified" under the 1940 Act. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $48 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Third Avenue Value 9 Third Avenue Value - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $12 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, if any, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (i.e. through the asset allocation funds): Net % of Assets Net Assets ----------- ----------- Asset Allocation-Conservative Portfolio $ 20,033 4% Asset Allocation-Growth Portfolio 41,053 9% Asset Allocation-Moderate Growth Portfolio 85,655 18% Asset Allocation-Moderate Portfolio 72,989 16% Select+ Aggressive 47 0% Select+ Conservative 222 0% Select+ Growth & Income 606 0% -- 47% == Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.80% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Third Avenue Value 10 Third Avenue Value - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Plan of Distribution fees: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Brokerage commissions: Brokerage commissions incurred on security transactions placed with an affiliate of the sub-adviser for the year ended December 31, 2003, were $446. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $16. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 122,276 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 35,818 U.S. Government 25,749 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ - Undistributed net investment income (loss) (118) Undistributed net realized capital gains (loss) 118 The tax character of distributions paid may differ from the character of distributions shown in the Statement of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 3,522 Long-term capital gains 2,480 2003 Distributions paid from: Ordinary income 1,624 Long-term capital gains - AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Third Avenue Value 11 Third Avenue Value - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4-(continued) The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 3,437 ======== Undistributed Long-term Capital Gains $ - ======== Capital Loss Carryforward $ (257) ======== Post October Capital Loss $ 530 ======== Post October Currency Loss $ 38 ======== Net Unrealized Appreciation (Depreciation) $ 98,796 ======== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 257 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 442,943 ========= Unrealized Appreciation $ 102,018 Unrealized (Depreciation) (3,222) --------- Net Unrealized Appreciation (Depreciation) $ 98,796 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Third Avenue Value 12 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders Third Avenue Value In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Third Avenue Value (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Third Avenue Value 13 Transamerica Convertible Securities - -------------------------------------------------------------------------------- MARKET ENVIRONMENT 2003 was a year for aggressive investors. Driven by investor confidence in an economic recovery, U.S. equities markets staged a rebound in the twelve months ended December 31, 2003; the Standard and Poor's 500 Composite Stock Index rose 28.67%. Convertible securities, which are quite sensitive to movements in equity prices, closely followed the stock market's lead. Spearheading the advance for convertibles were industries where credit quality was, initially at least, the lowest and credit improvements during the year were most visible -- a category that included everything from technology and airlines to retailers and automobiles. PERFORMANCE For the year ended December 31, 2003, Transamerica Convertible Securities returned 23.66%. By comparison its benchmark, the Merrill Lynch All U.S. Convertibles Index ("ML U.S. Conv.") returned 27.15%. STRATEGY REVIEW Throughout the year, the portfolio was aggressively positioned for recovery in the economy, with roughly 80% of assets invested in lower-quality convertibles in such areas as technology, consumer products, healthcare, and transportation. All of these investments, plus our investments in gaming-related convertibles, worked out as we anticipated, making substantial contributions to performance. On the other hand, we did not invest in all sectors with strong momentum. For instance, we avoided automobiles, an industry where the participants rarely meet our investment criteria; in our view, there is no catalyst for long-term growth of U.S. automotive manufacturers and therefore little upside potential to the equity component of their convertible securities. We held back approximately 20% of assets for investment in higher-quality securities. While these more stable investments generated positive results, they certainly did not perform as well as our more aggressive positions. This bit of conservatism, plus an underweighting in automotives, which excelled in the fourth quarter, were the primary reasons for the portfolio's underperformance versus the ML U.S. Conv. /s/ Kirk J. Kim Kirk J. Kim /s/ Gary U. Rolle Gary U. Rolle Co-Portfolio Managers Transamerica Investment Management, LLC AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Convertible Securities 1 Transamerica Convertible Securities - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/1/02 through 12/31/03 Merrill Lynch Initial Class All U.S. Convert 5/1/2002 $10,000 $10,000 6/30/2002 9,810 9,388 9/30/2002 9,170 8,609 12/31/2002 9,320 9,365 3/31/2003 9,450 9,653 6/30/2003 10,550 10,679 9/30/2003 10,824 10,976 12/31/2003 $11,525 $11,907 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ----------- ---------- Initial Class 23.66% 8.90% 5/1/02 ML U.S. Conv.(1) 27.15% 11.02% 5/1/02 - ---------------- ----- ----- ------ Service Class - 16.69% 5/1/03 - ---------------- ----- ----- ------ NOTES (1) The Merrill Lynch All U.S. Convertibles (ML U.S. Conv.) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Because convertible securities are primarily long-term debt obligations and for that reason influenced by increases and decreases in interest rates, they may be subject to credit risk. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Convertible Securities 2 Transamerica Convertible Securities - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts in thousands) Principal Value --------------------- --------------- CORPORATE DEBT SECURITIES (1.6%) Communications Equipment (1.6%) ADC Telecommunications, Inc.-144A (c) 1.61%, due 06/15/2013 $ 6,000 $ 6,195 --------- Total Corporate Debt Securities (cost: $6,000) 6,195 --------- CONVERTIBLE BONDS (78.9%) Air Transportation (10.1%) American Airlines, Inc-144A 4.25%, due 09/23/2023 7,750 7,895 Delta Air Lines, Inc.-144A 8.00%, due 06/03/2023 9,000 8,156 ExpressJet Holdings, Inc.-144A 4.25%, due 08/01/2023 7,800 8,706 JetBlue Airways Corporation-144A 3.50%, due 07/15/2033 6,950 7,289 Northwest Airlines Corporation (d) 7.63%, due 11/15/2023 6,750 6,396 Business Credit Institutions (1.7%) Structured Investment Corporation-144A 0.25%, due 08/05/2013 7,000 6,580 Business Services (2.1%) Fair Issac Corporation-144A 1.50%, due 08/15/2023 3,500 3,609 MemberWorks Incorporated-144A 5.50%, due 10/01/2010 4,400 4,406 Commercial Banks (2.6%) Deutsche Bank Luxembourg SA-144A (c) 1.36%, due 05/01/2012 6,000 9,960 Communication (3.2%) Crown Castle International Corp. (a) 4.00%, due 07/15/2010 4,500 6,036 Liberty Media Corporation (a) 3.25%, due 03/15/2031 5,900 6,136 Communications Equipment (1.9%) ADC Telecommunications, Inc.-144A 1.00%, due 06/15/2008 2,000 2,028 McDATA Corporation-144A 2.25%, due 02/15/2010 4,250 5,174 Computer & Data Processing Services (7.1%) DST Systems, Inc.-144A (a) 3.63%, due 08/15/2023 5,000 5,700 GTECH Holdings Corporation 1.75%, due 12/15/2021 4,950 9,119 Openwave Systems, Inc.-144A 2.75%, due 09/09/2008 10,400 9,971 SERENA Software, Inc.-144A 1.50%, due 12/15/2023 2,250 2,422 Principal Value --------------------- --------------- Computer & Office Equipment (4.2%) Maxtor Corporation-144A 6.80%, due 04/30/2010 $ 4,500 $ 6,429 Quantum Corporation-144A 4.38%, due 08/01/2010 3,850 4,033 RadiSys Corporation-144A 1.38%, due 11/15/2023 5,800 5,684 Department Stores (2.9%) J.C. Penney Company, Inc. 5.00%, due 10/15/2008 10,050 11,030 Electronic Components & Accessories (1.9%) Micron Technology, Inc.-144A (a) 2.50%, due 02/01/2010 5,500 7,274 Hotels & Other Lodging Places (1.7%) Fairmont Hotels & Resorts Inc.-144A 3.75%, due 12/01/2023 6,000 6,293 Industrial Machinery & Equipment (6.3%) ASM Lithography Holding NV-144A (a) 5.75%, due 10/15/2006 6,500 8,571 DuPont Photomasks, Inc. 1.25%, due 05/15/2008 2,000 2,340 DuPont Photomasks, Inc.-144A 1.25%, due 05/15/2008 4,500 5,265 Kulicke and Soffa Industries, Inc.-144A 0.50%, due 11/30/2008 8,000 7,680 Manufacturing Industries (4.9%) International Game Technology-144A Zero Coupon, due 01/29/2033 10,000 7,963 K2 Corporation-144A 5.00%, due 06/15/2010 8,000 10,900 Motion Pictures (2.2%) Lions Gate Entertainment Corp.-144A 4.88%, due 12/15/2010 7,500 8,222 Pharmaceuticals (8.3%) Corixa Corporation-144A 4.25%, due 07/01/2008 6,850 6,662 Gilead Sciences, Inc. 2.00%, due 12/15/2007 6,500 8,872 Indevus Pharmacuticals, Inc.-144A 6.25%, due 07/15/2008 4,100 4,843 Teva Pharmaceutical Finance BV-144A 0.38%, due 11/15/2022 3,500 4,856 Watson Pharmaceuticals, Inc.-144A 1.75%, due 03/15/2023 4,750 6,252 Printing & Publishing (2.8%) Bowne & Co. Inc-144A 5.00%, due 10/01/2033 10,250 10,737 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Convertible Securities 3 Transamerica Convertible Securities - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ----------- ------------ Radio, Television & Computer Stores (4.2%) Best Buy Co., Inc. 2.25%, due 01/15/2022 $ 5,800 $ 6,308 Guitar Center, Inc. 4.00%, due 07/15/2013 8,250 9,869 Retail Trade (1.5%) Alloy, Inc.-144A 5.38%, due 08/01/2023 5,700 5,558 Security & Commodity Brokers (3.2%) Morgan Stanley (c) 0.00%, due 08/15/2033 11,500 12,212 Telecommunications (6.1%) Millicom International Cellular-144A 10.00%, due 11/20/2008 7,750 11,780 Nextel Partners, Inc.-144A 1.50%, due 11/15/2008 9,100 11,625 --------- Total Convertible Bonds (cost: $275,826) 300,841 --------- Shares Value ---------- ------------ CONVERTIBLE PREFERRED STOCKS (16.5%) Commercial Banks (1.3%) State Street Corporation 20,000 $ 4,860 Communications Equipment (2.8%) Motorola, Inc.-Units (a) 245,000 10,640 Computer & Office Equipment (1.9%) Xerox Corporation 55,000 7,136 Drug Stores & Proprietary Stores (1.7%) Omnicare, Inc. 102,000 6,503 Environmental Services (1.5%) Allied Waste Industries, Inc. 75,000 5,738 Insurance (3.4%) Anthem, Inc. (a) 75,500 6,661 Chubb Corporation (a) 233,000 6,715 Life Insurance (1.7%) Prudential Financial, Inc.-Units 99,800 6,497 Mortgage Bankers & Brokers (2.2%) Doral Financial Corporation-144A 32,000 8,330 --------- Total Convertible Preferred Stocks (cost: $54,566) 63,080 --------- Principal Value --------------------- --------------- SECURITY LENDING COLLATERAL (11.4%) Debt (9.1%) Bank Notes (0.4%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 205 $ 205 Fleet National Bank 1.00%, due 01/21/2004 767 767 National Bank of Commerce 1.19%, due 04/21/2004 639 639 Principal Value --------------------- --------------- Commercial Paper (2.3%) Compass Securitization-144A 1.08%, due 01/22/2004 $ 383 $ 383 Delaware Funding Corporation 1.08%, due 01/07/2004 255 255 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 383 383 1.09%, due 01/13/2004 256 256 1.08%, due 02/05/2004 510 510 General Electric Capital Corporation 1.09%, due 01/08/2004 637 637 1.09%, due 01/09/2004 383 383 1.08%, due 01/16/2004 509 509 Govco Incorporated-144A 1.07%, due 02/05/2004 638 638 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 638 638 1.09%, due 02/06/2004 638 638 1.10%, due 02/09/2004 373 373 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 638 638 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 383 383 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 741 741 1.08%, due 02/17/2004 1,276 1,276 Sheffield Receivables-144A 1.09%, due 01/21/2004 256 256 Euro Dollar Overnight (0.5%) BNP Paribas SA 0.97%, due 01/07/2004 1,278 1,278 Credit Agricole Indosuez 0.98%, due 01/02/2004 51 51 1.08%, due 01/06/2004 486 486 Euro Dollar Terms (2.2%) Bank of Montreal 1.06%, due 01/15/2004 250 250 1.06%, due 02/17/2004 511 511 Bank of Scotland 1.06%, due 04/02/2004 383 383 Citigroup Inc. 1.10%, due 01/22/2004 383 383 1.09%, due 02/06/2004 511 511 Credit Agricole Indosuez 1.08%, due 01/28/2004 256 256 Den Danske Bank 1.08%, due 01/20/2004 1,278 1,278 1.02%, due 01/30/2004 639 639 Royal Bank of Canada 1.05%, due 02/27/2004 1,278 1,278 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Convertible Securities 4 Transamerica Convertible Securities - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value -------------- ------------ Euro Dollar Terms (continued) Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 $ 767 $ 767 1.08%, due 01/15/2004 256 256 1.08%, due 01/20/2004 128 128 Svenska Handelsbanken AB 1.09%, due 01/15/2004 128 128 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 767 767 Wells Fargo & Company 1.04%, due 01/30/2004 1,023 1,023 Master Notes (0.7%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 511 511 1.14%, due 09/08/2004 767 767 Morgan Stanley 1.05%, due 06/21/2004 1,227 1,227 Medium Term Notes (0.4%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 1,279 1,279 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 383 383 Repurchase Agreements (2.6%) (b) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $2,991 on 01/02/2004 2,991 2,991 Principal Value -------------- ------------ Repurchase Agreements (continued) Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $4,065 on 01/02/2004 $ 4,065 $ 4,065 Morgan Stanley 1.11%, Repurchase Agreement dated 12/31/2003 to be repurchased at $2,429 on 01/02/2004 2,429 2,429 Shares Value --------------- ------------ Investment Companies (2.3%) Money Market Funds (2.3%) American AAdvantage Select Fund 1-day yield of 1.00% 626,994 $ 627 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 1,530,851 1,531 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 6,656,647 6,657 --------- Total Security Lending Collateral (cost: $43,348) 43,348 --------- Total Investment Securities (cost: $379,740) $ 413,464 ========= SUMMARY: Investments, at value 108.4 % $ 413,464 Liabilities in excess of other assets (8.4)% (32,194) --------- --------- Net assets 100.0 % $ 381,270 ========= ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $42,046. (b) Cash collateral for the Repurchase Agreements, valued at $9,674, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (c) Floating or variable rate note. Rate is listed as of December 31, 2003. (d) Securities are stepbonds. Northwest Airlines has a coupon rate 7.63% until 11/15/2008, then accretes as principal at 7.63%. DEFINITIONS: 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2003, these securities aggregated $237,048 or 62.17% of the net assets of the fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Convertible Securities 5 Transamerica Convertible Securities - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $379,740) (including $42,046 of securities loaned) $413,464 Cash 5,317 Receivables: Investment securities sold 4,337 Interest 2,275 Dividends 145 Other 52 --------- 425,590 --------- Liabilities: Investment securities purchased 650 Accounts payable and accrued liabilities: Management and advisory fees 271 Distribution fees 1 Payable for collateral for securities on loan 43,348 Other 50 --------- 44,320 --------- Net Assets $381,270 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 331 Additional paid-in capital 324,557 Undistributed net investment income (loss) 7,629 Undistributed net realized gain (loss) from investment securities 15,029 Net unrealized appreciation (depreciation) on investment securities 33,724 --------- Net Assets $381,270 ========= Shares Outstanding: Initial Class 33,047 Service Class 77 Net Asset Value and Offering Price Per Share: Initial Class $ 11.51 Service Class 11.50 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 6,333 Dividends 3,430 Income from loaned securities-net 89 -------- 9,852 -------- Expenses: Management and advisory fees 2,118 Transfer agent fees 2 Printing and shareholder reports 25 Custody fees 32 Administration fees 20 Legal fees 3 Auditing and accounting fees 10 Directors fees 8 Other 4 Service fees: Service Class 1 -------- Total expenses 2,223 -------- Net Investment Income (Loss) 7,629 -------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities 15,517 Increase (decrease) in unrealized appreciation (depreciation) on investment securities 33,800 -------- Net Gain (Loss) on Investment Securities 49,317 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 56,946 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Convertible Securities 6 Transamerica Convertible Securities - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the year or period ended (all amounts in thousands) December 31, December 31, 2003 2002(a) ------------------ ------------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 7,629 $ 422 Net realized gain (loss) from investment securities 15,517 (488) Net unrealized appreciation (depreciation) on investment securities 33,800 (76) --------- -------- 56,946 (142) --------- -------- Distributions to Shareholders: From net investment income: Initial Class (422) - Service Class - - --------- -------- (422) - --------- -------- From net realized gains: Initial Class - - Service Class - - --------- -------- - - --------- -------- Capital Share Transactions: Proceeds from shares sold: Initial Class 262,280 84,886 Service Class 884 - --------- -------- 263,164 84,886 --------- -------- Dividends and distributions reinvested: Initial Class 422 - Service Class - - --------- -------- 422 - --------- -------- Cost of shares redeemed: Initial Class (20,929) (2,596) Service Class (59) - --------- -------- (20,988) (2,596) --------- -------- 242,598 82,290 --------- -------- Net increase (decrease) in net assets 299,122 82,148 --------- -------- Net Assets: Beginning of year 82,148 - --------- -------- End of year $381,270 $82,148 ========= ======== Undistributed Net Investment Income (Loss) $ 7,629 $ 422 ========= ======== December 31, December 31, 2003 2002(a) ------------------ ------------------ Share Activity: Shares issued: Initial Class 26,207 9,092 Service Class 82 - --------- -------- 26,289 9,092 --------- -------- Shares issued-reinvested from distributions: Initial Class 40 - Service Class - - --------- -------- 40 - --------- -------- Shares redeemed: Initial Class (2,012) (280) Service Class (5) - ---------- -------- (2,017) (280) --------- -------- Net increase (decrease) in shares outstanding 24,312 8,812 ========= ======== (a) Commenced operations on May 1, 2002. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Convertible Securities 7 Transamerica Convertible Securities - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 9.32 $ 0.31 $ 1.89 $ 2.20 12/31/2002 10.00 0.17 (0.85) (0.68) - --------------- ---------- -------- -------- -------- -------- Service Class 12/31/2003 9.86 0.18 1.46 1.64 - --------------- ---------- -------- -------- -------- -------- For a share outstanding throughout each period (a) ---------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ------------ Initial Class $ (0.01) $ - $ (0.01) $ 11.51 - - - 9.32 - --------------- --------- --- --------- --------- Service Class - - - 11.50 - --------------- --------- --- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 23.66% $ 380,387 0.84% 0.84% 2.88% 139% 12/31/2002 (6.80) 82,148 1.08 1.08 2.73 72 - --------------- ---------- ----- --------- ---- ---- ---- --- Service Class 12/31/2003 16.69 883 1.09 1.09 2.41 139 - --------------- ---------- ----- --------- ---- ---- ---- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 1, 2002 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Convertible Securities 8 Transamerica Convertible Securities - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Transamerica Convertible Securities ("the Fund"), part of ATSF, began operations on May 1, 2002. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $38 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amounts of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Convertible Securities 9 Transamerica Convertible Securities - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Transamerica Investment Management, LLC is both an affiliate of the Fund and a sub-adviser to the Fund. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (ie: through the asset allocation funds): Net % of Assets Net Assets ------------ ----------- Asset Allocation-Conservative Portfolio $ 95,747 25% Asset Allocation-Moderate Growth Portfolio 76,890 20% Asset Allocation-Moderate Portfolio 157,610 41% -- 86% == Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following stated break points: 0.80% of the first $500 million of ANA 0.70% of ANA over $500 million ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.30% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $13. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Convertible Securities 10 Transamerica Convertible Securities - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 599,535 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 356,804 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statement of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ - Long-term capital gains - 2003 Distributions paid from: Ordinary income 422 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 22,654 ======== Undistributed Long-term Capital Gains $ 28 ======== Capital Loss Carryforward $ - ======== Post October Capital Loss $ 26 ======== Net Unrealized Appreciation (Depreciation) $ 33,725 ======== The capital loss carryforward utilized during the period ended December 31, 2003 was $488. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $379,739 ========= Unrealized Appreciation $ 38,280 Unrealized (Depreciation) (4,555) --------- Net Unrealized Appreciation (Depreciation) $ 33,725 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Convertible Securities 11 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders Transamerica Convertible Securities In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Convertible Securities (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Convertible Securities 12 Transamerica Equity - -------------------------------------------------------------------------------- MARKET ENVIRONMENT After a disappointing start, U.S. equity markets began a broad rally in March that ultimately embraced all but a few industries. Initially, the rebound was fueled primarily by anticipation of a stronger economy and earnings improvements. Much of corporate America has spent the past several years cutting operating costs and removing debt from its balance sheet. As the economic expansion picked up steam, investors expected to see the fruits of this corporate restructuring, in the form of more revenues flowing to the bottom line. By the final quarter of the year, earnings by and large met or exceeded expectations. Investors concluded that corporate profitability had finally turned the proverbial corner, and the market surged. The Standard and Poor's 500 Composite Stock Index ("S&P 500") rose for the year, led by industries associated with electronics, the Internet and telecommunications and, to a lesser extent, by economically sensitive industries like metals and mining, hotels/restaurants, and automobiles. PERFORMANCE For the year ended December 31, 2003, Transamerica Equity returned 31.22%. By comparison its benchmark, the S&P 500 returned 28.67%. STRATEGY REVIEW When selecting securities, we look for businesses benefiting from broad secular trends. We stress substantial free cash flow and skilled management that effectively utilizes capital to enhance return on investment. We also look for a reasonably attractive entry price relative to a stock's appreciation potential. We have rarely found technology- and telecommunications-related companies that meet all these criteria. However, the few that did make the cut in recent years were among the portfolio's largest contributors to performance in 2003, thanks to the market's enthusiasm for technology and our concentrated positions. They included QUALCOMM Incorporated ("QUALCOMM"), a manufacturer of communications equipment; Expedia, Inc., an online travel-booking enterprise; and semiconductor-chip maker Intel Corporation. Each is a good example of our investment strategy. For instance, QUALCOMM makes computer chips used in wideband code division multiple access ("CDMA") based telecommunications devices, such as SANYO Electric Co., Ltd. cell phones. We began purchasing shares at attractive prices when the market was concerned about QUALCOMM's inconsistent earnings from quarter to quarter. More recently, QUALCOMM exceeded earnings expectations, largely on the strength of demand for its chips. In addition, it is generally accepted at this point that providers of the technology for Global System for Mobile communications ("GSM") (i.e., most European wireless providers) will migrate to wideband CDMA technology, opening up an enormous market for QUALCOMM's products. A large overweighting in, and a good selection of, media companies helped performance as well. We are particularly pleased with our investment in XM Satellite Radio Inc. ("XM"). Via satellite, XM delivers to a customer's home or car a large number and variety of radio channels and a very clear signal, all for just $10 per month. The company has few competitors, since the number of available satellite spots is very limited. We purchased the stock in mid-year on signs of weakness. Since then, the price has risen sharply as XM's unique business and improving balance sheet came to Wall Street's attention. At the other end of the performance spectrum were grocery store chain Safeway Inc. ("Safeway") and credit-card issuer MBNA Corporation ("MBNA"). At Safeway, poor management decisions compounded a less-than-favorable environment for food retailers. As for MBNA, we sold our shares, as we became concerned about the growing consumer credit bubble that could eventually lead to slower growth and asset-quality problems. As borne out in the bear market of 2000-2002, excess liquidity leads to poor capital allocation. This area of the economy is of concern to us. /s/ Jeffrey S. Van Harte Jeffrey S. Van Harte /s/ Gary U. Rolle Gary U. Rolle Co-Portfolio Managers Transamerica Investment Management, LLC AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity 1 Transamerica Equity - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Invested 12/31/93 through 12/31/03 Initial Class S&P 500 12/31/93 $10,000 $10,000 3/31/94 9,683 9,622 6/30/94 9,246 9,662 9/30/94 10,092 10,133 12/31/94 10,763 10,132 3/31/95 12,268 11,117 6/30/95 14,412 12,177 9/30/95 16,663 13,144 12/31/95 16,520 13,934 3/31/96 16,799 14,682 6/30/96 18,266 15,340 9/30/96 19,260 15,814 12/31/96 21,113 17,132 3/31/97 21,558 17,592 6/30/97 27,990 20,661 9/30/97 33,592 22,208 12/31/97 30,931 22,845 3/31/98 36,656 26,029 6/30/98 38,354 26,889 9/30/98 35,440 24,219 12/31/98 44,316 29,373 3/31/99 50,589 30,836 6/30/99 50,154 33,009 9/30/99 45,621 30,950 12/31/99 61,062 35,553 3/31/00 70,378 36,368 6/30/00 64,504 35,404 9/30/00 63,609 35,061 12/31/00 55,146 32,319 3/31/01 46,664 28,490 6/30/01 49,044 30,156 9/30/01 40,030 25,732 12/31/01 45,427 28,481 3/31/02 44,835 28,560 6/30/02 37,843 24,735 9/30/02 32,213 20,465 12/31/02 35,323 22,189 3/31/03 35,786 21,489 6/30/03 39,848 24,797 9/30/03 41,313 25,453 12/31/03 $46,352 $28,550 *Inception 12/31/1980. Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years 10 years Inception* Date ----------- ------------ ---------- ------------ ---------- Initial Class 31.22% 0.90 % 16.58% 16.22% 12/31/80 S&P 500(1) 28.67% (0.57)% 11.06% 12.88% 12/31/80 - --------------- ----- ----- ----- ----- -------- Service Class - - - 22.55% 5/1/03 - --------------- ----- ----- ----- ----- -------- NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Growth Portfolio of Transamerica Variable Insurance Fund, Inc. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity 2 Transamerica Equity - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- COMMON STOCKS (99.2%) Apparel & Accessory Stores (2.4%) TJX Companies, Inc. (The) 700,000 $ 15,435 Business Services (8.7%) First Data Corporation (b) 750,000 30,818 Moody's Corporation 425,000 25,734 Viad Corp 4,300 108 Chemicals & Allied Products (3.9%) Praxair, Inc. 650,000 24,830 Commercial Banks (6.7%) Northern Trust Corporation 500,000 23,210 State Street Corporation 375,000 19,530 Communication (15.1%) Cox Communications, Inc.-Class A (a)(b) 750,000 25,838 Echostar Communications Corporation-Class A (a) 750,000 25,500 Liberty Media Corporation-Class A (a) 1,915,000 22,769 XM Satellite Radio Holdings Inc. (a)(b) 900,000 23,723 Communications Equipment (5.5%) QUALCOMM Incorporated 650,000 35,055 Computer & Data Processing Services (4.3%) Microsoft Corporation 1,000,000 27,540 Drug Stores & Proprietary Stores (2.3%) Walgreen Co. 400,000 14,552 Electronic Components & Accessories (2.3%) Intel Corporation 450,000 14,490 Fabricated Metal Products (3.4%) Gillette Company (The) 600,000 22,038 Hotels & Other Lodging Places (2.5%) Marriott International, Inc.-Class A 350,000 16,170 Insurance (4.2%) WellPoint Health Networks Inc. (a) 275,000 26,672 Management Services (3.8%) Paychex, Inc. 650,000 24,180 Medical Instruments & Supplies (2.5%) Zimmer Holdings, Inc. (a) 225,000 15,840 Personal Services (2.4%) Weight Watchers International, Inc. (a)(b) 395,000 15,156 Pharmaceuticals (10.7%) Allergan, Inc. 300,000 23,043 Genentech, Inc. (a) 290,000 27,135 Pfizer Inc. 550,000 19,431 Retail Trade (4.5%) Staples, Inc. (a) 1,050,000 28,665 Shares Value -------------------- --------------- Transportation & Public Utilities (6.1%) Expeditors International of Washington, Inc. 595,000 $ 22,408 InterActiveCorp (a) (b) 484,687 16,445 Trucking & Warehousing (4.6%) United Parcel Service, Inc.-Class B 400,000 29,820 Variety Stores (3.3%) Wal-Mart Stores, Inc. 400,000 21,220 --------- Total Common Stocks (cost: $505,276) 637,355 --------- Principal Value --------------- ------------ SECURITY LENDING COLLATERAL (16.0%) Debt (12.8%) Bank Notes (0.6%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 484 $ 484 Fleet National Bank 1.00%, due 01/21/2004 1,816 1,816 National Bank of Commerce 1.19%, due 04/21/2004 1,513 1,513 Commercial Paper (3.3%) Compass Securitization-144A 1.08%, due 01/22/2004 908 908 Delaware Funding Corporation 1.08%, due 01/07/2004 603 603 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 908 908 1.09%, due 01/13/2004 605 605 1.08%, due 02/05/2004 1,208 1,208 General Electric Capital Corporation 1.09%, due 01/08/2004 1,509 1,509 1.09%, due 01/09/2004 908 908 1.08%, due 01/16/2004 1,205 1,205 Govco Incorporated-144A 1.07%, due 02/05/2004 1,511 1,511 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 1,511 1,511 1.09%, due 02/06/2004 1,510 1,510 1.10%, due 02/09/2004 883 883 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 1,511 1,511 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 908 908 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 1,754 1,754 1.08%, due 02/17/2004 3,021 3,021 Sheffield Receivables-144A 1.09%, due 01/21/2004 605 605 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity 3 Transamerica Equity - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value --------------- ------------- Euro Dollar Overnight (0.7%) BNP Paribas SA 0.97%, due 01/07/2004 $ 3,026 $ 3,026 Credit Agricole Indosuez 0.98%, due 01/02/2004 121 121 1.08%, due 01/06/2004 1,150 1,150 Euro Dollar Terms (3.2%) Bank of Montreal 1.06%, due 01/15/2004 591 591 1.06%, due 02/17/2004 1,211 1,211 Bank of Scotland 1.06%, due 04/02/2004 908 908 Citigroup Inc. 1.10%, due 01/22/2004 908 908 1.09%, due 02/06/2004 1,211 1,211 Credit Agricole Indosuez 1.08%, due 01/28/2004 605 605 Den Danske Bank 1.08%, due 01/20/2004 3,026 3,026 1.02%, due 01/30/2004 1,513 1,513 Royal Bank of Canada 1.05%, due 02/27/2004 3,026 3,026 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 1,816 1,816 1.08%, due 01/15/2004 605 605 1.08%, due 01/20/2004 303 303 Svenska Handelsbanken AB 1.09%, due 01/15/2004 303 303 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 1,816 1,816 Wells Fargo & Company 1.04%, due 01/30/2004 2,421 2,421 Master Notes (0.9%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 1,211 1,211 1.14%, due 09/08/2004 1,816 1,816 Morgan Stanley 1.05%, due 06/21/2004 2,905 2,905 Principal Value --------------- ------------- Medium Term Notes (0.6%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 $ 3,026 $ 3,026 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 908 908 Repurchase Agreements (3.5%) (c) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchaed at $7,082 on 01/02/2004 7,082 7,082 Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $9,624 on 01/02/2004 9,624 9,624 Morgan Stanley 1.11%, Repurchase Agreement dated 12/31/2003 to be repurchased at $5,750 on 01/02/2004 5,750 5,750 Shares Value ----------------- ------------ Investment Companies (3.2%) Money Market Funds (3.2%) American AAdvantage Select Fund 1-day yield of 1.00% 1,484,482 $ 1,484 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 3,624,472 3,624 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 15,760,401 15,760 --------- Total Security Lending Collateral (cost: $102,631) 102,631 --------- Total Investment Securities (cost: $607,907) $ 739,986 ========= SUMMARY: Investments, at value 115.2 % $ 739,986 Liabilities in excess of other assets (15.2)% (97,831) ---------- --------- Net assets 100.0 % $ 642,155 ========== ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $98,884. (c) Cash collateral for the Repurchase Agreements, valued at $22,904, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity 4 Transamerica Equity - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $607,907) (including $98,884 of securities loaned) $739,986 Cash 4,913 Receivables: Interest 4 Dividends 330 Other 82 --------- 745,315 --------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 422 Distribution fees 1 Payable for collateral for securities on loan 102,631 Other 106 --------- 103,160 --------- Net Assets $642,155 ========= Net Assets Consist of: Capital stock, 100,000 shares authorized ($.01 par value) $ 356 Additional paid-in capital 557,570 Undistributed net investment income (loss) - Accumulated net realized gain (loss) from investment securities (47,850) Net unrealized appreciation (depreciation) on investment securities 132,079 --------- Net Assets $642,155 ========= Shares Outstanding: Initial Class 35,536 Service Class 89 Net Asset Value and Offering Price Per Share: Initial Class $ 18.03 Service Class 17.99 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 85 Dividends 3,295 Income from loaned securities-net 137 --------- 3,517 --------- Expenses: Management and advisory fees 3,923 Transfer agent fees 2 Printing and shareholder reports 42 Custody fees 48 Administration fees 20 Legal fees 6 Auditing and accounting fees 15 Directors fees 19 Other 10 Service fees: Service Class 1 --------- Total expenses 4,086 --------- Net Investment Income (Loss) (569) --------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities (3,824) Increase (decrease) in unrealized appreciation (depreciation) on investment securities 152,201 --------- Net Gain (Loss) on Investment Securities 148,377 --------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 147,808 ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity 5 Transamerica Equity - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (569) $ (645) Net realized gain (loss) from investment securities (3,824) (21,383) Net unrealized appreciation (depreciation) on investment securities 152,201 (40,391) --------- --------- 147,808 (62,419) --------- --------- Distributions to Shareholders: From net investment income: Initial Class - - Service Class - - --------- --------- - - --------- --------- From net realized gains: Initial Class - - Service Class - - --------- --------- - - --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 176,766 222,628 Service Class 1,563 - --------- --------- 178,329 222,628 --------- --------- Proceeds from fund acquisition: Initial Class 4,995 - Service Class - - --------- --------- 4,995 - --------- --------- Dividends and distributions reinvested: Initial Class - - Service Class - - --------- --------- - - --------- --------- Cost of shares redeemed: Initial Class (59,107) (34,728) Service Class (86) - --------- --------- (59,193) (34,728) --------- --------- 124,131 187,900 --------- --------- Net increase (decrease) in net assets 271,939 125,481 --------- --------- Net Assets: Beginning of year 370,216 244,735 --------- --------- End of year $ 642,155 $ 370,216 ========= ========= Undistributed Net Investment Income (Loss) $ - $ - ========= ========= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 12,164 15,487 Service Class 94 - --------- --------- 12,258 15,487 --------- --------- Shares issued-on fund acquisition: Initial Class 340 - Service Class - - --------- --------- 340 - --------- --------- Shares issued-reinvested from distributions: Initial Class - - Service Class - - --------- --------- - - --------- --------- Shares redeemed: Initial Class (3,907) (2,402) Service Class (5) - --------- --------- (3,912) (2,402) --------- --------- Net increase (decrease) in shares outstanding 8,686 13,085 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity 6 Transamerica Equity - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 13.74 $ (0.02) $ 4.31 $ 4.29 12/31/2002 17.67 (0.04) (3.89) (3.93) 12/31/2001 21.78 (0.07) (3.77) (3.84) 12/31/2000 26.61 (0.14) (2.23) (2.37) 12/31/1999 19.36 (0.09) 7.40 7.31 - --------------- ---------- --------- --------- -------- -------- Service Class 12/31/2003 14.68 (0.04) 3.35 3.31 - --------------- ---------- --------- --------- -------- -------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ - $ - $ - $ 18.03 - - - 13.74 - (0.27) (0.27) 17.67 - (2.46) (2.46) 21.78 - (0.06) (0.06) 26.61 - --------------- --- --------- --------- --------- Service Class - - - 17.99 - --------------- --- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 31.22% $ 640,555 0.78% 0.78% (0.11)% 19% 12/31/2002 (22.24) 370,216 0.82 0.82 (0.24) 23 12/31/2001 (17.63) 244,735 0.85 0.91 (0.39) 51 12/31/2000 (9.69) 254,920 0.85 0.86 (0.60) 38 12/31/1999 37.79 238,655 0.85 0.90 (0.49) 29 - --------------- ---------- ------ --------- ---- ---- ----- -- Service Class 12/31/2003 22.55 1,600 1.05 1.05 (0.34) 19 - --------------- ---------- ------ --------- ---- ---- ----- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-December 31, 1980 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) For the year ended December 31, 2003, Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment advisor, if any, (see note 2). For the year ended December 31, 2002, Ratio of Net Expenses is net of fees paid indirectly. For the year ended December 31, 2001 and prior years, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly and credits allowed by the custodian, if any. (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity 7 Transamerica Equity - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Transamerica Equity ("the Fund"), part of ATSF, began operations as Growth Portfolio, a part of the Transamerica Variable Insurance Fund, Inc. on November 1, 1996. The Growth Portfolio was the successor to Transamerica Occidental's Separate Account Fund C. The Fund became a part of ATSF on May 1, 2002. The fund will acquire BlackRock Mid Cap Growth and Alger Aggressive Growth effective as of the close of business on April 30, 2004, subject to approval by Policyowners. On May 1, 2003, the Fund acquired all the net assets of LKCM Capital Growth pursuant to a plan of reorganization approved by shareholders of LKCM Capital Growth on April 16, 2003. The acquisition was accomplished by a tax-free exchange of 340 shares of the Fund for the 1,622 shares of LKCM Capital Growth outstanding on April 30, 2003. LKCM Capital Growth's net assets at that date ($4,995), including ($268) of unrealized appreciation were combined with those of the Fund, resulting in combined net assets of $496,001. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank and Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $16 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity 8 Transamerica Equity - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $77 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Transamerica Investment Management, LLC is both an affiliate of the Fund and a sub-adviser to the Fund. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (ie: through the asset allocation funds): Net % of Assets Net Assets ----------- ----------- Asset Allocation-Conservative Portfolio $ 18,926 3% Asset Allocation-Growth Portfolio 41,464 6% Asset Allocation-Moderate Growth Portfolio 88,743 14% Asset Allocation-Moderate Portfolio 74,840 12% -- 35% == Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following stated rate: 0.75% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.85% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires AFSG to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity 9 Transamerica Equity - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $22. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 241,891 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 95,770 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ 1,169 Undistributed net investment income (loss) 569 Undistributed net realized capital gains (loss) (1,738) The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ - ========= Undistributed Long-term Capital Gains $ - ========= Capital Loss Carryforward $ (46,177) ========= Post October Loss $ - ========= Net Unrealized Appreciation (Depreciation) $ 130,407 ========= The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------- $ 21,334 December 31, 2009 18,009 December 31, 2010 6,834 December 31, 2011 As part of the Fund's acquisition of LKCM Capital Growth, the fund obtained a net capital loss carryforward of approximately $5,588 from LKCM Capital Growth. Utilization of this carry over is subject to limitations imposed by the Internal Revenue Code and Treasury Regulations, significantly reducing the carry over available. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 609,579 ========= Unrealized Appreciation $ 132,559 Unrealized (Depreciation) (2,152) --------- Net Unrealized Appreciation (Depreciation) $ 130,407 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity 10 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders Transamerica Equity In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Equity (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity 11 Transamerica Equity II - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ------------ ----------- COMMON STOCKS (98.7%) Apparel & Accessory Stores (2.1%) TJX Companies, Inc. (The) 80,000 $ 1,764 Business Services (8.9%) First Data Corporation 100,000 4,109 Moody's Corporation 60,000 3,633 Chemicals & Allied Products (3.6%) Praxair, Inc. 80,000 3,056 Commercial Banks (6.5%) Northern Trust Corporation 65,000 3,017 State Street Corporation 50,000 2,604 Communication (15.5%) Cox Communications, Inc.-Class A (a) 100,000 3,445 Echostar Communications Corporation-Class A (a) 105,000 3,570 Liberty Media Corporation-Class A (a) 255,000 3,032 XM Satellite Radio Holdings Inc. (a) 125,000 3,295 Communications Equipment (5.7%) QUALCOMM Incorporated 90,000 4,854 Computer & Data Processing Services (4.0%) Microsoft Corporation 125,000 3,443 Drug Stores & Proprietary Stores (2.3%) Walgreen Co. 55,000 2,001 Electronic Components & Accessories (2.1%) Intel Corporation 55,000 1,771 Fabricated Metal Products (3.4%) Gillette Company (The) 80,000 2,938 Hotels & Other Lodging Places (2.7%) Marriott International, Inc.-Class A 50,000 2,310 Shares Value ------------ ----------- Insurance (4.0%) WellPoint Health Networks Inc. (a) 35,000 $ 3,394 Management Services (3.7%) Paychex, Inc. 85,000 3,162 Medical Instruments & Supplies (2.5%) Zimmer Holdings, Inc. (a) 30,000 2,112 Personal Services (2.5%) Weight Watchers International, Inc. (a) 55,000 2,110 Pharmaceuticals (10.8%) Allergan, Inc. 45,000 3,456 Genentech, Inc. (a) 40,000 3,743 Pfizer Inc. 60,000 2,120 Retail Trade (4.5%) Staples, Inc. (a) 140,000 3,822 Transportation & Public Utilities (6.9%) Expeditors International of Washington, Inc. 95,000 3,578 InterActiveCorp (a) 67,856 2,302 Trucking & Warehousing (3.9%) United Parcel Service, Inc.-Class B 45,000 3,355 Variety Stores (3.1%) Wal-Mart Stores, Inc. 50,000 2,653 -------- Total Common Stocks (cost: $67,103) 84,649 -------- Total Investment Securities (cost: $67,103) $ 84,649 ======== SUMMARY: Investments, at value 98.7% $ 84,649 Other assets in excess of liabilities 1.3% 1,074 ------- -------- Net assets 100.0% $ 85,723 ======= ======== NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity II 1 Transamerica Equity II - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $67,103) $ 84,649 Cash 1,055 Receivables: Dividends 42 --------- 85,746 --------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 23 --------- 23 --------- Net Assets $ 85,723 ========= Net Assets Consist of: Capital stock, 75,000 shares authorized ($.01 par value) $ 86 Additional paid-in capital 68,091 Undistributed net investment income (loss) - Undistributed net realized gain (loss) from investment securities - Net unrealized appreciation (depreciation) on investment securities 17,546 --------- Net Assets $ 85,723 ========= Shares Outstanding 8,557 Net Asset Value and Offering Price Per Share $ 10.02 STATEMENT OF OPERATIONS For the period ended December 31, 2003 (a) (all amounts in thousands) Investment Income: Interest $ - Expenses: Management and advisory fees 1 ----- Net investment income (loss) (1) ----- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities - Increase (decrease) in unrealized appreciation (depreciation) on investment securities 157 ----- Net Gain (Loss) on Investment Securities 157 ----- Net Increase (Decrease) in Net Assets Resulting from Operations $156 ===== (a) Commenced operations December 30, 2003. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity II 2 Transamerica Equity II - -------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS For the period ended (all amounts in thousands) December 31, 2003 (a) ------------------ Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (1) Net realized gain (loss) from investment securities - Net unrealized appreciation (depreciation) on investment securities 157 ------- 156 ------- Distributions to Shareholders: From net investment income - From net realized gains - Capital Share Transactions Proceeds from shares sold - Proceeds from fund conversion 85,567 Dividends and distributions reinvested - Cost of shares redeemed - ------- 85,567 ------- 85,723 ------- Net increase (decrease) in net assets Net Assets: Beginning of year - ------- End of year $85,723 ======= Undistributed Net Investment Income (Loss) $ - ======= December 31, 2003 (a) ------------------ Share Activity: Shares issued - Shares issued-fund conversion 8,557 Shares issued-reinvested from distributions - Shares redeemed - -------- Net increase (decrease) in shares outstanding 8,557 ======== (a) Commenced operations on December 30, 2003. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity II 3 Transamerica Equity II - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) -------------------------------------------------------------------------------------------------------------- Investment Operations Distributions --------------------------------------------- --------------------------------------- Net Asset Net Asset For the Value, Net Net Realized From Net From Net Value, Period Beginning Investment and Unrealized Total Investment Realized Total End Ended (b) of Period Income (Loss) Gain (Loss) Operations Income Gains Distributions of Period - ------------ ----------- --------------- ---------------- ------------ ------------ ---------- --------------- ------------ 12/31/2003 $ 10.00 $ (0.03) $ 0.05 $ 0.02 $ - $ - $ - $ 10.02 - ---------- -------- ------------- ------- ------- ------- ------ --------- -------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) - ------------ --------------- ------------- --------- ----------- ---------------- ---------- 12/31/2003 0.20% $ 85,723 0.30% 0.34% (0.30)% -% - ---------- ---- -------- ---- ---- ----- ---------- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception date of the Fund is December 30, 2003. (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity II 4 Transamerica Equity II - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable annuity products. Transamerica Equity II ("the Fund"), part of ATSF, began operations on December 30, 2003. On December 30, 2003, all investments held by Transamerica Occidental's Separate Account Fund B (the "Separate Account") with a fair value of $84,492 and a cost basis of $67,103 were transferred to the Fund. In exchange for these investments, the Separate Account received all of the outstanding shares (8,557) of the Fund. Thereafter, the Separate Account's only investment is an investment in the Fund. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank and Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Transamerica Investment Management, LLC is both an affiliate of the Fund and a sub-adviser to the Fund. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following stated rate: 0.30% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.30% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment company Act of 1940, as amended. Pursuant to the Distribution Plan. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity II 5 Transamerica Equity II - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Under the Distribution Plan and Distribution Agreement, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Fund is authorized under the 12b-1 plan to pay fees up to the following limit: 0.15% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, there was no value in invested plan amounts. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the period ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ - U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government - U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, and net operating losses. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (1) Undistributed net investment income (loss) 1 Undistributed net realized capital gains (loss) - The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 67,103 ======== Unrealized Appreciation $ 18,989 Unrealized (Depreciation) (1,443) -------- Net Unrealized Appreciation (Depreciation) $ 17,546 ======== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity II 6 TRANSAMERICA OCCIDENTAL'S SEPARATE ACCOUNT FUND B RESULTS OF SHAREHOLDER PROXY (unaudited) Section 270.30d-1 under the Investment Company Act of 1940, as amended, titled "Reports to Stockholders of Management Companies," requires regulated investment companies to report on all subject matters put to the vote of shareholders and provide final results. Accordingly, the Board of Managers of the Fund solicited a vote by the shareholders for the following items. Each vote reported represents one outstanding dollar held on the record date for the meeting. At a special meeting of shareholders held on December 16, 2003, the results of Proposal 1 were as follows: Proposal 1: Approval of an Agreement and Plan of Reorganization providing for the reorganization of Fund B as a unit investment trust that will invest in Transamerica Equity II, a series of AEGON/Transamerica Series Fund, Inc. For Against Abstain - -------------- --------- ---------- 98.296% .997% .707% AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity II 7 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders of Transamerica Equity II In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Equity II (the "Fund") (one of the portfolios constituting the AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for the period December 30, 2003 (commencement of operations) through December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Equity II 8 Transamerica Growth Opportunities - -------------------------------------------------------------------------------- MARKET ENVIRONMENT Historically, as the U.S. economy has entered the early stages of economic expansion, small- and mid-cap growth stocks have outperformed the equity market as a whole. The year ended December 31, 2003, was no exception. While evidence of more rapid economic growth mounted and corporate earnings reports improved, the Russell 2500 Growth Index ("Russell 2500") leaped 46.31%, compared to a 28.67% advance for the Standard and Poor's 500 Composite Stock Index. A look beneath the surface of the Russell 2500 shows that the year's leading industries were either economically sensitive (e.g., metals and mining and utilities) or full of high-flying, volatile (i.e., high-Beta) stocks that had been beaten down in prior years. This included wireless telecommunications and any industry related to computers, electronics and the Internet. PERFORMANCE For the year ended December 31, 2003, Transamerica Growth Opportunities returned 31.21%. By comparison its primary benchmark, the Russell 2500 and its secondary benchmark, the Russell 2000 Index, returned 46.31% and 47.25%, respectively. STRATEGY REVIEW Even though Transamerica Growth Opportunities owned few high-Beta stocks and was underweighted in nine of the year's ten leading industries, it nonetheless generated a positive return for the year. A relative lack of high-flying Internet stocks was at least partially offset by our concentrated approach, which magnified the impact of double- and triple-digit gains in the stocks from a wide variety of other industries. Among the top contributors were SkillSoft PLC ("SkillSoft"), online training, RadioShack Corporation ("RadioShack"), specialty retail, XM Satellite Radio Inc., media, Gentex Corporation, auto parts, and GTECH Holdings Corporation, lottery systems. As always, the portfolio comprised stocks of high-quality companies with strong balance sheets and cash-generating power. These companies have the ability to gain market share, focus on growing end markets, and enhance assets. Also, they possess management teams with the acumen to effectively allocate resources and capital and thereby create wealth for shareholders. A prime example is online training and education company SkillSoft, the portfolio's top performing holding for the year. We hold SkillSoft's management team in high regard. Conservative and intensely focused on executing their business plan, they have done an impressive job of consolidating their position in the education and training industry, which is rapidly moving in their direction of online delivery. Another example of outstanding management executing well is RadioShack. This specialty retailer of consumer electronics (e.g., wireless communications, electronic parts, batteries, accessories and other digital technology products) was struggling before new management took over the helm a few years ago. Management has imposed greater financial discipline, reining in expansion efforts and focusing on the profitability and productivity of RadioShack's existing stores. The strategy is paying off handsomely, in the form of higher free cash flow and enhanced return on invested capital. Only one stock, Investment Technology Group, Inc. ("ITG") significantly detracted from performance for the year. ITG is a provider of specialized software for large-volume securities traders. While we continue to believe in the quality of the company's management, it is fair to say that we overestimated the strength of trading volumes and underestimated the intensity of competition in the industry. Realizing that ITG's profits were deteriorating, we sold the stock early in the year. /s/ Christopher J. Bonavico Christopher J. Bonavico /s/ Kenneth F. Broad Kenneth F. Broad Co-Portfolio Managers Transamerica Investment Management, LLC AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Growth Opportunities 1 Transamerica Growth Opportunities - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/2/01 through 12/31/03 Initial Class Russell 2500 Russell 2000 5/2/01 $10,000 $10,000 $10,000 6/30/01 10,200 10,523 10,600 9/30/01 9,020 7,674 8,396 12/31/01 11,180 9,661 10,166 3/31/02 12,090 9,376 10,571 6/30/02 10,890 7,817 9,688 9/30/02 9,060 6,327 7,615 12/31/02 9,580 6,850 8,084 3/31/03 9,190 6,631 7,721 6/30/03 10,610 8,138 9,529 9/30/03 11,330 8,949 10,394 12/31/03 $12,570 $10,023 $11,904 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ----------- ---------- Initial Class 31.21% 9.00% 5/2/01 Russell 2500(1) 46.31% 0.09% 5/2/01 Russell 2000(1) 47.25% 6.75% 5/2/01 - --------------- ----- ----- ------ Service Class - 27.05% 5/1/03 - --------------- ----- ----- ------ NOTES (1) The Russell 2500 Growth (Russell 2500) Index and Russell 2000 (Russell 2000) Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. For reporting periods through December 31, 2002, the fund has selected the Russell 2000 Index as its benchmark measure; however, the Russell 2500 Growth is more appropriate for comparison to the fund. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. Investing in small cap stocks generally involves greater risk and volatility, therefore an investment in the fund may not be appropriate for everyone. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. The historical financial information for periods prior to May 1, 2002, has been derived from the predecessor portfolio, Small Company Portfolio of Transamerica Variable Insurance Fund, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Growth Opportunities 2 Transamerica Growth Opportunities - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ------------ ------------ COMMON STOCKS (89.0%) Automotive (4.7%) Gentex Corporation (b) 260,000 $ 11,482 Business Credit Institutions (4.0%) Financial Federal Corporation (a) 315,000 9,623 Business Services (3.0%) Moody's Corporation 120,000 7,266 Communication (6.7%) Global Payments Inc. 185,000 8,717 XM Satellite Radio Holdings Inc. (a)(b) 290,000 7,644 Computer & Data Processing Services (12.8%) BARRA, Inc. 121,000 4,294 GTECH Holdings Corporation 250,000 12,373 SkillSoft PLC-ADR (a) 1,683,400 14,561 Educational Services (4.4%) DeVRY Inc. (a)(b) 423,400 10,640 Electronic & Other Electric Equipment (2.9%) Gemstar-TV Guide International, Inc. (a) 1,400,000 7,070 Industrial Machinery & Equipment (1.5%) Graco Inc. 90,800 3,641 Management Services (4.9%) ServiceMaster Company (The) (b) 1,020,000 11,883 Oil & Gas Extraction (4.7%) EOG Resources, Inc. 250,000 11,543 Paper & Allied Products (2.1%) Pactiv Corporation (a) 210,000 5,019 Paperboard Containers & Boxes (4.8%) Packaging Corporation of America 530,900 11,605 Personal Services (5.1%) Weight Watchers International, Inc. (a)(b) 320,000 12,278 Pharmaceuticals (5.1%) Techne Corporation (a)(b) 330,000 12,467 Radio, Television & Computer Stores (4.5%) RadioShack Corporation 360,000 11,046 Restaurants (4.1%) IHOP Corp. 257,200 9,897 Security & Commodity Brokers (4.0%) BlackRock, Inc. 181,000 9,613 Transportation & Public Utilities (9.7%) C.H. Robinson Worldwide, Inc. 310,000 11,752 Expeditors International of Washington, Inc. 315,000 11,863 --------- Total Common Stocks (cost: $166,240) 216,277 --------- Principal Value ----------- ---------- SECURITY LENDING COLLATERAL (10.6%) Debt (8.4%) Bank Notes (0.4%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 121 $ 121 Fleet National Bank 1.00%, due 01/21/2004 455 455 National Bank of Commerce 1.19%, due 04/21/2004 379 379 Commercial Paper (2.2%) Compass Securitization-144A 1.08%, due 01/22/2004 227 227 Delaware Funding Corporation 1.08%, due 01/07/2004 151 151 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 227 227 1.09%, due 01/13/2004 152 152 1.08%, due 02/05/2004 303 303 General Electric Capital Corporation 1.09%, due 01/08/2004 378 378 1.09%, due 01/09/2004 227 227 1.08%, due 01/16/2004 302 302 Govco Incorporated-144A 1.07%, due 02/05/2004 379 379 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 378 378 1.09%, due 02/06/2004 378 378 1.10%, due 02/09/2004 221 221 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 378 378 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 227 227 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 439 439 1.08%, due 02/17/2004 757 757 Sheffield Receivables-144A 1.09%, due 01/21/2004 152 152 Euro Dollar Overnight (0.4%) BNP Paribas SA 0.97%, due 01/07/2004 758 758 Credit Agricole Indosuez 0.98%, due 01/02/2004 30 30 1.08%, due 01/06/2004 288 288 Euro Dollar Terms (2.1%) Bank of Montreal 1.06%, due 01/15/2004 148 148 1.06%, due 02/17/2004 303 303 Bank of Scotland 1.06%, due 04/02/2004 227 227 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Growth Opportunities 3 Transamerica Growth Opportunities - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value -------------- ----------- Euro Dollar Terms (continued) Citigroup Inc. 1.10%, due 01/22/2004 $ 227 $ 227 1.09%, due 02/06/2004 303 303 Credit Agricole Indosuez 1.08%, due 01/28/2004 152 152 Den Danske Bank 1.08%, due 01/20/2004 758 758 1.02%, due 01/30/2004 379 379 Royal Bank of Canada 1.05%, due 02/27/2004 758 758 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 455 455 1.08%, due 01/15/2004 152 152 1.08%, due 01/20/2004 76 76 Svenska Handelsbanken AB 1.09%, due 01/15/2004 76 76 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 455 455 Wells Fargo & Company 1.04%, due 01/30/2004 606 606 Master Notes (0.6%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 303 303 1.14%, due 09/08/2004 455 455 Morgan Stanley 1.05%, due 06/21/2004 728 728 Medium Term Notes (0.4%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 759 759 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 227 227 Principal Value -------------- ----------- Repurchase Agreements (2.3%) (c) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $1,774 on 01/02/2004 $ 1,774 $ 1,774 Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $2,411 on 01/02/2004 2,411 2,411 Morgan Stanley 1.11%, Repurchase Agreement dated 12/31/2003 to be repurchased at $1,440 on 01/02/2004 1,440 1,440 Shares Value -------------- ------------ Investment Companies (2.2%) Money Market Funds (2.2%) American AAdvantage Select Fund 1-day yield of 1.00% 371,816 $ 372 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 907,816 908 Merrimac Cash Series Fund- Premium Class 1-day yield of 0.98% 3,947,483 3,947 --------- Total Security Lending Collateral (cost: $25,706) 25,706 --------- Total Investment Securities (cost: $191,946) $ 241,983 ========= SUMMARY: Investments, at value 99.6% $ 241,983 Other assets in excess of liabilities 0.4% 1,069 --------- --------- Net assets 100.0% $ 243,052 ========= ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $24,815. (c) Cash collateral for the Repurchase Agreements, valued at $5,737, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: ADR American Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Growth Opportunities 4 Transamerica Growth Opportunities - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $191,946) (including $24,815 of securities loaned) $241,983 Cash 29,995 Receivables: Investment securities sold 107 Interest 7 Dividends 249 Other 22 --------- 272,363 --------- Liabilities: Investment securities purchased 3,396 Accounts payable and accrued liabilities: Management and advisory fees 185 Payable for collateral for securities on loan 25,706 Other 24 --------- 29,311 --------- Net Assets $243,052 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 193 Additional paid-in capital 194,410 Undistributed net investment income (loss) - Accumulated net realized gain (loss) from investment securities (1,588) Net unrealized appreciation (depreciation) on investment securities 50,037 --------- Net Assets $243,052 ========= Shares Outstanding: Initial Class 19,294 Service Class 49 Net Asset Value and Offering Price Per Share: Initial Class $ 12.57 Service Class 12.54 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 86 Dividends 1,165 Income from loaned securities-net 38 -------- 1,289 -------- Expenses: Management and advisory fees 1,484 Transfer agent fees 2 Printing and shareholder reports 22 Custody fees 20 Administration fees 20 Legal fees 2 Auditing and accounting fees 12 Directors fees 6 Other 3 -------- Total expenses 1,571 -------- Net Investment Income (Loss) (282) -------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities 208 Increase (decrease) in unrealized appreciation (depreciation) on investment securities 52,546 -------- Net Gain (Loss) on Investment Securities 52,754 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 52,472 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Growth Opportunities 5 Transamerica Growth Opportunities - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (282) $ (154) Net realized gain (loss) from investment securities 208 (1,768) Net unrealized appreciation (depreciation) on investment securities 52,546 (3,105) --------- -------- 52,472 (5,027) --------- -------- Distributions to Shareholders: From net investment income: Initial Class - - Service Class - - --------- -------- - - --------- -------- From net realized gains: Initial Class - - Service Class - - --------- -------- - - --------- -------- Capital Share Transactions: Proceeds from shares sold: Initial Class 109,571 101,649 Service Class 581 - --------- -------- 110,152 101,649 --------- -------- Dividends and distributions reinvested: Initial Class - - Service Class - - --------- -------- - - --------- -------- Cost of shares redeemed: Initial Class (15,160) (6,590) Service Class (25) - --------- -------- (15,185) (6,590) --------- -------- 94,967 95,059 --------- -------- Net increase (decrease) in net assets 147,439 90,032 --------- -------- Net Assets: Beginning of year 95,613 5,581 --------- -------- End of year $ 243,052 $ 95,613 ========= ======== Undistributed Net Investment Income (Loss) $ - $ - ========= ======== December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 10,754 10,133 Service Class 51 - --------- -------- 10,805 10,133 --------- -------- Shares issued-reinvested from distributions: Initial Class - - Service Class - - --------- -------- - - --------- -------- Shares redeemed: Initial Class (1,443) (649) Service Class (2) - ---------- -------- (1,445) (649) --------- -------- Net increase (decrease) in shares outstanding 9,360 9,484 ========= ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Growth Opportunities 6 Transamerica Growth Opportunities - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 9.58 $ (0.02) $ 3.01 $ 2.99 12/31/2002 11.18 (0.05) (1.55) (1.60) 12/31/2001 10.00 (0.01) 1.19 1.18 - --------------- ---------- -------- --------- --------- --------- Service Class 12/31/2003 9.87 (0.02) 2.69 2.67 - --------------- ---------- -------- --------- --------- --------- For a share outstanding throughout each period (a) ---------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ------------ Initial Class $ - $ - $ - $ 12.57 - - - 9.58 - - - 11.18 - --------------- --- --- --- --------- Service Class - - - 12.54 - --------------- --- --- --- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 31.21% $ 242,433 0.90% 0.90% (0.16)% 23% 12/31/2002 (14.31) 95,613 1.12 1.12 (0.49) 14 12/31/2001 11.80 5,581 1.20 5.89 (0.47) 4 - --------------- ---------- ------ --------- ---- ---- ----- -- Service Class 12/31/2003 27.05 619 1.15 1.15 (0.22) 23 - --------------- ---------- ------ --------- ---- ---- ----- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 2, 2001 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any, (see note 2). For the year ended December 31, 2002, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly. For the year ended December 31, 2001, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly and credits allowed by the custodian. (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Growth Opportunities 7 Transamerica Growth Opportunities - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Transamerica Growth Opportunities ("the Fund"), part of ATSF, began operations as Small Company Portfolio, a part of the Transamerica Variable Insurance Fund, Inc. on May 2, 2001. The Fund became a part of ATSF on May 1, 2002. The fund will acquire PBHG Midcap Growth effective as of the close of business on April 30, 2004, subject to approval by Policyowners. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $59 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required at all times to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and secu- rities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Growth Opportunities 8 Transamerica Growth Opportunities - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Direct Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $23 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Transamerica Investment Management, LLC is both an affiliate of the Fund and a sub-adviser to the Fund. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (ie: through the asset allocation funds): Net % of Assets Net Assets ----------- ----------- Asset Allocation-Conservative Portfolio $ 17,849 7% Asset Allocation-Growth Portfolio 28,419 12% Asset Allocation-Moderate Portfolio 54,596 22% Asset Allocation-Moderate Growth Portfolio 57,646 24% -- 65% == Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following stated rate: 0.85% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.20% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Growth Opportunities 9 Transamerica Growth Opportunities - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $8. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 111,002 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 33,598 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (282) Undistributed net investment income (loss) 282 Undistributed net realized capital gains (loss) - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ - ======== Undistributed Long-term Capital Gains $ - ======== Capital Loss Carryforward $ (1,587) ======== Post October Loss $ - ======== Net Unrealized Appreciation (Depreciation) $ 50,037 ======== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 1,587 December 31, 2010 The capital loss carryforward utilized during the period ended December 31, 2003 was $173. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $191,946 ========= Unrealized Appreciation $ 51,173 Unrealized (Depreciation) (1,136) --------- Net Unrealized Appreciation (Depreciation) $ 50,037 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Growth Opportunities 10 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders Transamerica Growth Opportunities In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Growth Opportunities (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Growth Opportunities 11 Transamerica Money Market - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts in thousands) Principal Value --------------------- --------------- SHORT-TERM U.S. GOVERNMENT OBLIGATIONS (1.9%) Fannie Mae 1.07%, due 02/19/2004 $ 5,000 $ 4,993 Fannie Mae 1.05%, due 01/07/2004 3,200 3,199 1.06%, due 02/18/2004 3,500 3,495 --------- Total Short-Term U.S. Government Obligations (cost: $11,687) 11,687 --------- COMMERCIAL PAPER (87.7%) Asset Backed (19.9%) Asset Securitization Cooperative Corporation-144A 1.08%, due 01/09/2004 7,800 7,798 1.08%, due 01/13/2004 8,500 8,497 1.10%, due 01/16/2004 7,200 7,197 1.08%, due 01/22/2004 11,600 11,593 CAFCO LLC-144A 1.07%, due 01/15/2004 9,000 8,996 1.09%, due 01/27/2004 8,700 8,693 1.08%, due 02/10/2004 9,250 9,239 1.08%, due 02/17/2004 7,000 6,990 Delaware Funding Corporation-144A 1.08%, due 01/06/2004 3,300 3,300 1.08%, due 01/07/2004 6,100 6,099 1.08%, due 01/08/2004 10,750 10,747 1.09%, due 02/03/2004 11,000 10,989 Receivables Capital Corporation-144A 1.07%, due 01/02/2004 5,500 5,500 1.08%, due 01/21/2004 3,900 3,898 1.17%, due 06/01/2004 11,000 10,946 Beverages (2.1%) Coca-Cola Company (The) 1.03%, due 01/22/2004 8,000 7,995 1.03%, due 02/02/2004 4,450 4,446 Business Credit Institutions (4.2%) Caterpillar Financial Services Corporation 1.04%, due 01/05/2004 9,000 8,999 1.06%, due 01/20/2004 10,000 9,994 1.06%, due 02/17/2004 5,300 5,293 1.11%, due 03/22/2004 1,270 1,267 Chemicals & Allied Products (3.4%) du Pont (E.I.) de Nemours and Company 1.05%, due 02/24/2004 8,000 7,987 1.06%, due 03/02/2004 6,000 5,989 1.06%, due 03/05/2004 6,500 6,488 Principal Value --------------------- --------------- Commercial Banks (13.1%) Abbey National North America PLC 1.03%, due 01/07/2004 $ 7,500 $ 7,499 1.05%, due 02/13/2004 7,700 7,690 1.05%, due 02/20/2004 9,500 9,486 1.06%, due 03/03/2004 9,000 8,984 Toronto Dominion Holdings (USA), Inc. 1.08%, due 02/06/2004 5,300 5,294 1.07%, due 02/11/2004 3,400 3,396 1.08%, due 02/27/2004 7,000 6,988 UBS Finance (Delaware) LLC 1.04%, due 01/13/2004 8,500 8,497 1.05%, due 02/05/2004 3,500 3,496 1.05%, due 02/25/2004 10,500 10,483 1.06%, due 04/27/2004 7,100 7,076 Food & Kindred Products (1.0%) Unilever Capital Corporation-144A 1.03%, due 01/07/2004 5,950 5,949 Insurance Agents, Brokers & Service (5.9%) MetLife Funding, Inc. 1.06%, due 01/14/2004 7,500 7,497 1.07%, due 01/14/2004 10,600 10,596 1.07%, due 02/04/2004 2,950 2,947 1.08%, due 02/04/2004 7,100 7,093 1.07%, due 03/04/2004 7,350 7,336 Life Insurance (3.2%) AIG Funding, Inc. 1.06%, due 01/06/2004 8,000 7,999 1.07%, due 01/16/2004 5,900 5,897 1.05%, due 01/26/2004 5,400 5,396 Personal Credit Institutions (13.3%) American Honda Finance Corporation 1.06%, due 01/12/2004 3,100 3,099 1.05%, due 01/21/2004 9,000 8,995 1.05%, due 01/28/2004 8,000 7,994 General Electric Capital Corporation 1.08%, due 01/12/2004 7,000 6,997 1.07%, due 01/16/2004 4,000 3,998 1.10%, due 02/11/2004 10,000 9,987 1.09%, due 02/23/2004 7,000 6,989 1.08%, due 03/15/2004 4,000 3,991 Toyota Motor Credit Corporation-144A 1.03%, due 01/06/2004 6,000 5,999 1.06%, due 01/08/2004 9,500 9,498 1.06%, due 01/20/2004 2,500 2,499 1.07%, due 03/03/2004 4,000 3,993 1.06%, due 03/19/2004 6,300 6,286 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Money Market 1 Transamerica Money Market - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value -------------- ------------ Petroleum Refining (4.3%) BP America Inc. 1.05%, due 03/09/2004 $ 9,350 $ 9,331 BP Capital Markets PLC 1.04%, due 03/02/2004 3,600 3,594 1.07%, due 03/02/2004 5,000 4,991 1.03%, due 03/26/2004 7,925 7,906 Pharmaceuticals (5.3%) Pfizer Inc.-144A 1.03%, due 01/05/2004 9,000 8,999 1.04%, due 01/06/2004 3,875 3,874 1.04%, due 01/08/2004 5,627 5,626 1.02%, due 01/28/2004 8,000 7,994 1.03%, due 02/02/2004 5,600 5,595 Printing & Publishing (2.6%) Gannett Co., Inc.-144A 1.02%, due 01/12/2004 5,350 5,348 1.03%, due 01/29/2004 10,600 10,592 Public Administration (6.0%) Canadian Wheat Board 1.03%, due 01/15/2004 7,500 7,497 Province of Quebec 1.05%, due 01/23/2004 7,157 7,152 1.11%, due 03/29/2004 11,700 11,668 1.14%, due 06/08/2004 10,000 9,950 Security & Commodity Brokers (3.4%) Goldman Sachs Group, Inc. (The) 1.04%, due 01/05/2004 500 500 1.14%, due 05/24/2004 6,600 6,570 1.14%, due 05/25/2004 8,950 8,909 1.17%, due 05/28/2004 4,700 4,677 --------- Total Commercial Paper (cost: $529,637) 529,637 --------- Principal Value -------------- ------------ SHORT-TERM OBLIGATIONS (2.2%) Security & Commodity Brokers (2.2%) Goldman Sachs Group, Inc. (The) (a) 1.35%, due 01/09/2004 $ 13,350 $ 13,351 --------- Total Short-Term Obligations (cost: $13,351) 13,351 --------- CERTIFICATES OF DEPOSITS (8.2%) Canadian Imperial Bank of Commerce 1.09%, due 02/09/2004 8,000 8,000 1.09%, due 02/10/2004 8,500 8,500 1.08%, due 03/01/2004 8,000 8,000 1.10%, due 04/01/2004 4,000 4,000 Wells Fargo & Company 1.04%, due 02/20/2004 9,600 9,600 Wells Fargo Bank, NA 1.07%, due 01/23/2004 5,000 5,000 1.05%, due 02/27/2004 6,400 6,400 --------- Total Certificates of Deposits (cost: $49,500) 49,500 --------- Total Investment Securities (cost: $604,175) $ 604,175 ========= SUMMARY: Investments, at value 100.0% $ 604,175 Other assets in excess of liabilities 0.0% (72) ----- --------- Net assets 100.0% $ 604,103 ===== ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) Floating or variable rate note. Rate is listed as of December 31, 2003. DEFINITIONS: 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2003, these securities aggregated $202,734 or 33.56% of the net assets of the fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Money Market 2 Transamerica Money Market - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $604,175) $604,175 Cash 107 Receivables: Interest 84 --------- 604,366 --------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 210 Distribution fees 19 Dividends to shareholders 10 Other 24 --------- 263 --------- Net Assets $604,103 ========= Net Assets Consist of: Capital stock, 2,500,000 shares authorized ($.01 par value) $ 6,041 Additional paid-in capital 598,062 --------- Net Assets $604,103 ========= Shares Outstanding: Initial Class 597,512 Service Class 6,591 Net Asset Value and Offering Price Per Share: Initial Class $ 1.00 Service Class 1.00 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 9,155 ------- Expenses: Management and advisory fees 2,761 Transfer agent fees 2 Printing and shareholder reports 59 Custody fees 75 Administration fees 20 Legal fees 10 Auditing and accounting fees 15 Directors fees 30 Other 17 Service fees: Service Class 19 ------- Total Expenses 3,008 ------- Net Investment Income (Loss) 6,147 ------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 6,147 ======= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Money Market 3 Transamerica Money Market - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ---------------- ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 6,147 $ 7,464 ------------ --------- 6,147 7,464 ------------ --------- Distributions to Shareholders: From net investment income: Initial Class (6,112) (7,464) Service Class (35) - ------------ --------- (6,147) (7,464) ------------ --------- From net realized gains: Initial Class - - Service Class - - ------------ --------- - - ------------ --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 1,170,506 956,417 Service Class 93,866 - ------------ --------- 1,264,372 956,417 ------------ --------- Proceeds from fund acquisition: Initial Class 409,429 25,864 Service Class - - ------------ --------- 409,429 25,864 ------------ --------- Dividends and distributions reinvested: Initial Class 6,112 7,464 Service Class 35 - ------------ --------- 6,147 7,464 ------------ --------- Cost of shares redeemed: Initial Class (1,572,597) (872,995) Service Class (87,309) - ------------ --------- (1,659,906) (872,995) ------------ --------- 20,042 116,750 ------------ --------- Net increase (decrease) in net assets 20,042 116,750 ------------ --------- Net Assets: Beginning of year 584,061 467,311 ------------ --------- End of year $ 604,103 $ 584,061 ============ ========= Undistributed Net Investment Income (Loss) $ - $ - ============ ========= December 31, December 31, 2003 2002 ---------------- ---------------- Share Activity: Shares issued: Initial Class 1,170,506 956,417 Service Class 93,866 - ------------ --------- 1,264,372 956,417 ------------ --------- Shares issued-on fund acquisition: Initial Class 409,429 25,864 Service Class - - ------------ --------- 409,429 25,864 ------------ --------- Shares issued-reinvested from distributions: Initial Class 6,112 7,464 Service Class 35 - ------------ --------- 6,147 7,464 ------------ --------- Shares redeemed: Initial Class (1,572,597) (872,995) Service Class (87,309) - ------------ --------- (1,659,906) (872,995) ------------ --------- Net increase (decrease) in shares outstanding 20,042 116,750 ============ ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Money Market 4 Transamerica Money Market - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 1.00 $ 0.01 $ - $ 0.01 12/31/2002 1.00 0.01 - 0.01 12/31/2001 1.00 0.04 - 0.04 12/31/2000 1.00 0.06 - 0.06 12/31/1999 1.00 0.05 - 0.05 - --------------- ---------- -------- ------- --- ------- Service Class 12/31/2003 1.00 - - - - --------------- ---------- -------- ------- --- ------- For a share outstanding throughout each period (a) -------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ---------- Initial Class $ (0.01) $ - $ (0.01) $ 1.00 (0.01) - (0.01) 1.00 (0.04) - (0.04) 1.00 (0.06) - (0.06) 1.00 (0.05) - (0.05) 1.00 - --------------- -------- --- -------- -------- Service Class - - - 1.00 - --------------- -------- --- -------- -------- Ratios/Supplemental Data --------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Period Total Period ----------------------- to Average Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) ------------ --------------- ------------- --------- ----------- --------------- Initial Class 12/31/2003 0.81% $ 597,512 0.38% 0.38% 0.78% 12/31/2002 1.44 584,061 0.41 0.41 1.42 12/31/2001 4.01 467,311 0.44 0.44 3.70 12/31/2000 6.15 319,945 0.44 0.44 5.97 12/31/1999 4.63 429,811 0.44 0.44 4.81 - --------------- ---------- ---- --------- ---- ---- ---- Service Class 12/31/2003 0.30 6,591 0.64 0.64 0.44 - --------------- ---------- ---- --------- ---- ---- ---- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-October 2, 1986 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Money Market 5 Transamerica Money Market - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Transamerica Money Market ("the Fund"), part of ATSF, began operations on October 2, 1986. On May 1, 2002, the Fund acquired all the net assets of Money Market Portfolio from the Transamerica Variable Insurance Fund, Inc. pursuant to a plan of reorganization approved by shareholders of Money Market Portfolio on April 17, 2002. The acquisition was accomplished by a tax-free exchange of 25,864 shares of the Fund for the 25,864 shares of Money Market Portfolio outstanding on April 30, 2002. Money Market Portfolio's net assets at that date, $25,864, were combined with those of the Fund, resulting in combined net assets of $457,787. On May 1, 2003, the Fund acquired all the net assets of Van Kampen Money Market pursuant to a plan of reorganization approved by shareholders of Van Kampen Money Market on April 16, 2003. The acquisition was accomplished by a tax-free exchange of 409,429 shares of the Fund for the 409,429 shares of Van Kampen Money Market outstanding on April 30, 2003. Van Kampen Money Market's net assets at that date $409,429 were combined with those of the Fund, resulting in combined net assets of $1,017,937. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: As permitted under Rule 2a-7 of the 1940 Act, the securities held by the Fund are valued on the basis of amortized cost, which approximates market value. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Transamerica Investment Management, LLC is both an affiliate of the Fund and a sub-adviser to the Fund. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (i.e.: through the asset allocation funds): Net % of Assets Net Assets ----------- ----------- Asset Allocation-Conservative Portfolio $ 21,010 3% Asset Allocation-Moderate Portfolio 41,880 7% Asset Allocation-Moderate Growth Portfolio 1 0% Select+ Aggressive 20 0% Select+ Conservative 170 0% Select+ Growth & Income 228 0% - 10% == AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Money Market 6 Transamerica Money Market - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.35% of ANA ATFA voluntarily waived its advisory fee and reimbursed the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit of 0.70% through April 30, 2003. Subsequent to May 1, 2003, the operating expense limit was reduced to 0.57%. The combined expense limit for the year ended December 31, 2003, was 0.61%. If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $21. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. The tax character of distributions paid may differ from the character of distributions shown in the Statement of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 7,464 Long-term capital gains - 2003 Distributions paid from: Ordinary income 6,147 Long-term capital gains - The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 604,175 ========= Unrealized Appreciation $ - Unrealized (Depreciation) - --------- Net Unrealized Appreciation (Depreciation) $ - ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Money Market 7 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders Transamerica Money Market In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Money Market (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Money Market 8 Transamerica Value Balanced - -------------------------------------------------------------------------------- MARKET ENVIRONMENT The twelve months ended December 31, 2003, were a positive period for U.S. securities markets. After a rough start to the year, the equity market began a long advance. While the rally was broad based, cyclical and economically sensitive areas (e.g. construction, metals and automotive) and various technology- or Internet-related industries (e.g., electronics) fared best. Fixed-income markets performed exceptionally well in the first half of the year and lagged in the second half, in response to economic data suggesting that interest rates may rise. PERFORMANCE For the year ended December 31, 2003, Transamerica Value Balanced returned 20.16%. By comparison, its primary benchmark, the Russell 1000 Value Index and its secondary benchmark, the Lehman Brothers Intermediate U.S. Government/Credit Index returned 30.03% and 4.31%, respectively. STRATEGY REVIEW The economic recovery, although strong, was gradual in its effects on employment, profitability and business activity in 2003. We chose to wait patiently for some concrete confirmation of an expanding U.S. economy and improving corporate profitability before considering any change in our portfolio posture. Throughout the year, we maintained a neutral asset allocation of approximately 60% equities and 40% bonds and cash. Likewise, we positioned the equity portfolio somewhat defensively, overweighting healthcare, and financial holdings and underweighting economically sensitive areas like industrials and technology. Given the combination of a neutral asset allocation and a defensive equity position, we should have underperformed the benchmark overall and the equity markets specifically. Instead, our patience with undervalued companies that have strong franchises, decent balance sheets, and above-average dividend yields paid off handsomely. Making the largest contribution to performance was FleetBoston Financial Corporation ("FleetBoston"), a prime example of our approach to investing. We seek to invest early and, we hope, at reasonable cost in companies the market perceives as troubled or problematic. In FleetBoston's case, we began buying several years ago when the stock sold at a deep discount due to concerns over FleetBoston's restructuring efforts. Looking past the immediate issues, we saw a solid franchise, a management focused on rebuilding shareholder value and making what we viewed as sound decisions to divest underperforming subsidiaries and reduce risk in its foreign loan portfolio, albeit slowly. Further, FleetBoston had significant cash flow, and the stock paid an attractive dividend. Buying on price declines, we built a large position at a relatively low cost basis. Our foresight and patience were rewarded when Bank of America Corporation agreed in November 2003 to purchase FleetBoston at a price significantly above our cost. Shares of another bank holding, Washington Mutual, Inc., rose also, reflecting the company's well executed retail-oriented business plan. Likewise, our perseverance with food products company Altria Group, Inc. paid off this year. More recent purchases in the pharmaceutical industry, Schering-Plough Corporation and Merck & Co., Inc., are now testing our patience and foresight as their contribution has not yet proven productive. It appears we have initiated these positions a little early in the process of setting the companies right. Both negatively impacted returns in 2003. Despite negative news about expiring patents and thin pipelines of new medicines, we plan to maintain our exposure. Both companies have strong franchises, our cost bases are low, and we are collecting attractive dividends. As for the portfolio's fixed-income portfolio, we shortened its duration (i.e., its sensitivity to interest rate movements) during the year, in anticipation of a stronger economy and, eventually, higher interest rates. The shorter duration helped to limit price depreciation when Treasury yields rose in the second half of the year. Throughout the year, we overweighted corporate bonds. Within that sector, we initially emphasized beaten-down industries leveraged to an improving economy (e.g., telecommunications and utilities) and later shifted our focus to more cyclical industries (e.g., basic-materials providers). This approach worked well; corporate bonds outperformed Treasuries, and our chosen industries outpaced the corporate sector in general. /s/ John C. Riazzi John C. Riazzi /s/ Heidi T. Hu Heidi T. Hu /s/ Gary U. Rolle Gary U. Rolle Co-Portfolio Managers Transamerica Investment Management, LLC AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 1 Transamerica Value Balanced - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 1/3/95 through 12/31/03 Initial Class Russell 1000 Value LBIGC 1/3/95 $10,000 $10,000 $10,000 3/31/95 10,441 10,952 10,439 6/30/95 11,022 11,932 10,960 9/30/95 11,394 12,975 11,142 12/31/95 12,009 13,836 11,533 3/31/96 12,477 14,619 11,437 6/30/96 12,587 14,871 11,509 9/30/96 12,871 15,303 11,713 12/31/96 13,741 16,830 12,000 3/31/97 13,679 17,261 11,986 6/30/97 14,914 19,806 12,340 9/30/97 15,994 21,778 12,673 12/31/97 16,020 22,751 12,944 3/31/98 17,317 25,404 13,146 6/30/98 17,164 25,517 13,394 9/30/98 16,133 22,561 13,995 12/31/98 17,354 26,307 14,037 3/31/99 17,071 26,684 14,010 6/30/99 17,586 29,693 13,955 9/30/99 16,203 26,784 14,083 12/31/99 16,375 28,240 14,091 3/31/00 16,890 28,375 14,302 6/30/00 16,581 27,045 14,544 9/30/00 17,928 29,172 14,963 12/31/00 19,249 30,221 15,516 3/31/01 19,498 28,451 16,042 6/30/01 20,313 29,840 16,150 9/30/01 18,614 26,572 16,893 12/31/01 19,665 28,532 16,907 3/31/02 19,443 29,699 16,869 6/30/02 17,504 27,169 17,469 9/30/02 15,262 22,069 18,260 12/31/02 16,947 24,103 18,570 3/31/03 16,628 22,930 18,850 6/30/03 18,632 26,891 19,363 9/30/03 18,789 27,446 19,359 12/31/03 $20,364 $31,341 $19,370 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years Inception Date ----------- --------- ----------- ---------- Initial Class 20.16% 3.25% 8.23% 1/3/95 Russell 1000 Value(1) 30.03% 3.56% 13.53% 1/3/95 LBIGC(1) 4.31% 6.65% 7.62% 1/3/95 - ------ ----- ---- ----- ------ Service Class - - 15.40% 5/1/03 - --------------------- ----- ---- ----- ------ NOTES (1) The Russell 1000 Value (Russell 1000) Index and Lehman Brothers Intermediate U.S. Government/Credit (LBIGC) Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 2 Transamerica Value Balanced - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts in thousands) Principal Value --------------------- --------------- U.S. GOVERNMENT OBLIGATIONS (4.5%) U.S. Treasury Bond (b)(d) 5.38%, due 02/15/2031 $ 5,700 $ 5,943 U.S. Treasury Note 3.88%, due 02/15/2013 (b)(d) 1,000 979 3.63%, due 05/15/2013 (b)(d) 3,580 3,441 4.25%, due 08/15/2013 (d) 800 801 --------- Total U.S. Government Obligations (cost: $11,296) 11,164 --------- U.S. GOVERNMENT AGENCY OBLIGATIONS (11.0%) Fannie Mae-Conventional Pool 5.00%, due 05/01/2018 1,993 2,035 5.00%, due 06/01/2018 1,954 1,996 6.00%, due 11/01/2032 1,571 1,625 6.00%, due 11/01/2032 1,587 1,641 6.00%, due 01/01/2033 841 869 6.00%, due 02/01/2033 1,772 1,833 6.00%, due 05/01/2033 1,568 1,622 6.00%, due 05/01/2033 1,628 1,683 6.00%, due 10/01/2033 2,058 2,129 Fannie Mae-Gold Pool 5.00%, due 04/01/2018 3,606 3,678 Freddie Mac-Gold Pool 7.00%, due 10/01/2028 1,665 1,764 6.50%, due 04/01/2029 1,710 1,792 6.00%, due 09/01/2033 2,601 2,689 Ginnie Mae-FHA/VA Pool 6.50%, due 10/15/2027 1,922 2,033 --------- Total U.S. Government Agency Obligations (cost: $27,214) 27,389 --------- CORPORATE DEBT SECURITIES (20.9%) Amusement & Recreation Services (1.6%) Disney (Walt) Company (The) 4.88%, due 07/02/2004 2,000 2,035 5.62%, due 12/01/2008 1,000 1,051 MGM MIRAGE 6.00%, due 10/01/2009 1,000 1,028 Automotive (1.3%) General Motors Corporation 7.70%, due 04/15/2016 1,000 1,115 Honeywell International Inc. 6.88%, due 10/03/2005 2,000 2,173 Beverages (0.9%) Bottling Group, LLC 2.45%, due 10/16/2006 2,000 1,991 Cia Brasileira de Bebidas-144A 8.75%, due 09/15/2013 250 265 Business Credit Institutions (1.9%) Deere (John) Capital Corporation 3.90%, due 01/15/2008 2,000 2,033 Principal Value --------------------- --------------- Business Credit Institutions (continued) eircom Funding 8.25%, due 08/15/2013 $ 500 $ 554 Ford Motor Credit Company 6.70%, due 07/16/2004 2,000 2,051 Business Services (0.4%) International Lease Finance Corporation 5.63%, due 06/01/2007 1,000 1,077 Chemicals & Allied Products (2.0%) Dow Chemical Company (The) 5.25%, due 05/14/2004 3,000 3,032 ICI Wilmington Inc. 5.63%, due 12/01/2013 1,100 1,105 Nalco Company-144A 7.75%, due 11/15/2011 500 535 Commercial Banks (2.6%) Abbey National PLC 7.35%, due 10/29/2049 2,000 2,207 Bank One Corporation 6.88%, due 08/01/2006 1,000 1,106 CS First Boston-144A (f) 7.90%, due 05/01/2007 2,000 2,234 Wells Fargo & Company 6.25%, due 04/15/2008 530 591 Communication (0.6%) Echostar DBS Corporation-144A 5.75%, due 10/01/2008 550 556 Liberty Media Corporation 5.70%, due 05/15/2013 1,000 1,011 Electric Services (0.4%) FirstEnergy Corp. 6.45%, due 11/15/2011 1,000 1,036 Food & Kindred Products (0.4%) Sara Lee Corporation 6.95%, due 10/09/2006 1,000 1,110 Health Services (0.5%) HCA Inc. 7.13%, due 06/01/2006 1,250 1,354 Holding & Other Investment Offices (0.9%) EOP Operating Limited Partnership 8.38%, due 03/15/2006 2,000 2,239 Hotels & Other Lodging Places (0.2%) Park Place Entertainment Corporation 7.00%, due 04/15/2013 450 480 Insurance (1.9%) St. Paul Companies, Inc. (The) 5.75%, due 03/15/2007 2,000 2,161 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 3 Transamerica Value Balanced - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ----------- ------------ Insurance (continued) WellPoint Health Networks Inc. 6.38%, due 06/15/2006 $ 2,400 $ 2,617 Insurance Agents, Brokers & Service (0.4%) Hartford Financial Services Group, Inc. (The)-144A 4.63%, due 07/15/2013 1,000 962 Motion Pictures (1.3%) News Corporation Limited (The) 7.75%, due 12/01/2045 1,700 2,010 Time Warner Inc. 9.13%, due 01/15/2013 1,000 1,270 Personal Credit Institutions (0.9%) General Motors Acceptance Corporation 6.75%, due 01/15/2006 2,000 2,147 Household Finance Corporation 6.00%, due 05/01/2004 150 152 Primary Metal Industries (0.4%) Noranda Inc. 6.00%, due 10/15/2015 1,100 1,122 Restaurants (0.5%) YUM! Brands, Inc. 7.70%, due 07/01/2012 1,000 1,151 Security & Commodity Brokers (0.5%) Lehman Brothers Holdings Inc. 7.88%, due 08/15/2010 1,000 1,198 Telecommunications (1.1%) Millicom International Cellular-Series 144A 10.00%, due 12/01/2013 500 528 Sprint Capital Corporation 7.90%, due 03/15/2005 2,125 2,264 Transportation Equipment (0.2%) Bombardier Recreational Products-144A 8.38%, due 12/15/2013 500 523 --------- Total Corporate Debt Securities (cost: $50,183) 52,074 --------- Shares Value -------------------- --------------- COMMON STOCKS (57.8%) Air Transportation (0.7%) FedEx Corporation (d) 25,400 $ 1,715 Amusement & Recreation Services (2.7%) Disney (Walt) Company (The) 286,100 6,675 Chemicals & Allied Products (2.0%) du Pont (E.I.) de Nemours and Company 110,000 5,048 Commercial Banks (9.7%) Bank of America Corporation 40,000 3,217 BB&T Corporation (b) 46,000 1,777 Shares Value -------------------- --------------- Commercial Banks (continued) FleetBoston Financial Corporation (b)(d) 388,840 $ 16,973 Wells Fargo & Company (d) 42,000 2,473 Communication (2.8%) Cox Communications, Inc.-Class A (a)(b) 200,000 6,890 Computer & Data Processing Services (0.8%) Microsoft Corporation 68,000 1,873 Drug Stores & Proprietary Stores (0.2%) Medco Health Solutions, Inc. (a) 16,160 549 Electronic & Other Electric Equipment (0.9%) Cooper Industries, Inc.-Class A 40,000 2,317 Electronic Components & Accessories (2.6%) Intel Corporation (d) 200,000 6,440 Food & Kindred Products (3.3%) Altria Group, Inc. (b) 125,000 6,803 Sara Lee Corporation 60,700 1,318 Insurance (1.3%) St. Paul Companies, Inc. (The) (b)(d) 80,000 3,172 Travelers Property Casualty Corp.-Class A 507 9 Travelers Property Casualty Corp.-Class B 1,089 18 Life Insurance (1.2%) John Hancock Financial Services, Inc. (d) 80,000 3,000 Lumber & Wood Products (1.1%) Louisiana-Pacific Corporation (a)(b)(d) 160,000 2,861 Motion Pictures (0.3%) Time Warner Inc. (a) 40,000 720 Oil & Gas Extraction (0.4%) Schlumberger Limited 20,000 1,094 Petroleum Refining (1.2%) ChevronTexaco Corporation 16,000 1,382 Exxon Mobil Corporation 37,000 1,517 Pharmaceuticals (7.0%) Bristol-Myers Squibb Co. (d) 230,000 6,578 Merck & Co., Inc. (d) 134,000 6,191 Schering-Plough Corporation 287,420 4,998 Savings Institutions (5.2%) Washington Mutual, Inc. (d) 321,000 12,879 Security & Commodity Brokers (3.8%) Raymond James Financial, Inc. (d) 140,350 5,291 T. Rowe Price Group, Inc. (d) 89,200 4,229 Telecommunications (5.5%) ALLTEL Corporation 77,000 3,587 Sprint Corporation (FON Group) 541,080 8,885 Verizon Communications, Inc. (d) 38,000 1,333 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 4 Transamerica Value Balanced - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Shares Value --------------------- --------------- U.S. Government Agencies (5.1%) Fannie Mae 170,000 $ 12,760 --------- Total Common Stocks (cost: $132,458) 144,572 --------- Principal Value --------------------- --------------- SECURITY LENDING COLLATERAL (10.8%) Debt (8.6%) Bank Notes (0.4%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 127 $ 127 Fleet National Bank 1.00%, due 01/21/2004 475 475 National Bank of Commerce 1.19%, due 04/21/2004 396 396 Commercial Paper (2.2%) Compass Securitization-144A 1.08%, due 01/22/2004 237 237 Delaware Funding Corporation 1.08%, due 01/07/2004 158 158 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 237 237 1.09%, due 01/13/2004 158 158 1.08%, due 02/05/2004 316 316 General Electric Capital Corporation 1.09%, due 01/08/2004 395 395 1.09%, due 01/09/2004 237 237 1.08%, due 01/16/2004 315 315 Govco Incorporated-144A 1.07%, due 02/05/2004 395 395 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 395 395 1.09%, due 02/06/2004 395 395 1.10%, due 02/09/2004 231 231 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 395 395 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 237 237 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 459 459 1.08%, due 02/17/2004 790 790 Sheffield Receivables-144A 1.09%, due 01/21/2004 158 158 Euro Dollar Overnight (0.5%) BNP Paribas SA 0.97%, due 01/07/2004 792 792 Credit Agricole Indosuez 0.98%, due 01/02/2004 32 32 1.08%, due 01/06/2004 301 301 Principal Value --------------------- --------------- Euro Dollar Terms (2.1%) Bank of Montreal 1.06%, due 01/15/2004 $ 155 $ 155 1.06%, due 02/17/2004 317 317 Bank of Scotland 1.06%, due 04/02/2004 237 237 Citigroup Inc. 1.10%, due 01/22/2004 237 237 1.09%, due 02/06/2004 317 317 Credit Agricole Indosuez 1.08%, due 01/28/2004 158 158 Den Danske Bank 1.08%, due 01/20/2004 792 792 1.02%, due 01/30/2004 396 396 Royal Bank of Canada 1.05%, due 02/27/2004 792 792 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 475 475 1.08%, due 01/15/2004 158 158 1.08%, due 01/20/2004 79 79 Svenska Handelsbanken AB 1.09%, due 01/15/2004 79 79 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 475 475 Wells Fargo & Company 1.04%, due 01/30/2004 633 633 Master Notes (0.6%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 317 317 1.14%, due 09/08/2004 475 475 Morgan Stanley 1.05%, due 06/21/2004 760 760 Medium Term Notes (0.4%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 792 792 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 237 237 Repurchase Agreements (2.4%) (c) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $1,853 on 01/02/2004 1,853 1,853 Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $2,518 on 01/02/2004 2,518 2,518 Morgan Stanley 1.11%, Repurchase Agreement dated 12/31/2003 to be repurchased at $1,504 on 01/02/2004 1,504 1,504 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 5 Transamerica Value Balanced - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Shares Value ------------ ------------ Investment Companies (2.2%) Money Market Funds (2.2%) American AAdvantage Select Fund 1-day yield of 1.00% 388,300 $ 388 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 948,064 948 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 4,122,496 4,122 --------- Total Security Lending Collateral (cost: $26,845) 26,845 --------- Total Investment Securities (cost: $247,996) $ 262,044 ========= Contracts (e) Value --------------- -------------- WRITTEN OPTIONS (-1.2%) Covered Call Options (-0.7%) American International Group, Inc. Call Strike $70.00, Expires 01/17/2004 350 $ (5) Cox Communications Inc-Class A Call Strike $40.00, Expires 01/17/2004 400 (2) FedEx Corporation Call Strike $60.00, Expires 01/17/2004 104 (80) FleetBoston Financial Corporation Call Strike $45.00, Expires 01/22/2005 3,800 (969) Intel Corporation Call Strike $30.00, Expires 01/17/2004 325 (74) Intel Corporation Call Strike $40.00, Expires 07/17/2004 1,000 (65) John Hancock Financial Services, Inc. Call Strike $40.00, Expires 01/17/2004 350 (4) John Hancock Financial Services, Inc. Call Strike $40.00, Expires 06/19/2004 272 (22) Louisiana-Pacific Corporation Call Stike $20.00, Expires 05/22/2004 400 (31) Merck & Co., Inc. Call Strike $75.00, Expires 01/17/2004 350 (2) Raymond James Financial, Inc. Call Strike $40.00, Expires 02/21/2004 653 (37) Raymond James Financial, Inc. Call Strike $40.00, Expires 05/22/2004 100 (16) Contracts (e) Value --------------- -------------- Covered Call Options (continued) St. Paul Companies, Inc. (The) Call Strike $40.00, Expires 04/19/2003 200 $ (31) St. Paul Companies, Inc. (The) Call Strike $40.00, Expires 04/17/2004 150 (23) T. Rowe Price Group, Inc. Call Strike $40.00, Expires 01/17/2004 192 (142) T. Rowe Price Group, Inc. Call Strike $40.00, Expires 04/17/2004 500 (200) Verizon Communications, Inc. Call Strike $50.00, Expires 01/17/2004 380 (2) Washington Mutual, Inc. Call Strike $45.00, Expires 01/17/2004 310 (1) Wells Fargo & Company Call Strike $60.00, Expires 07/17/2004 210 (41) Put Options (-0.5%) ALLTEL Corporation Put Strike $40.00, Expires 01/17/2004 650 (3) Altria Group, Inc. Put Strike $30.00, Expires 01/22/2005 900 (40) Bank of America Corporation Put Strike $65.00, Expires 01/22/2005 200 (37) Bank of America Corporation Put Strike $65.00, Expires 05/22/2004 800 (28) Bristol-Myers Squibb Co. Put Strike $22.50, Expires 03/20/2004 710 (7) ChevronTexaco Corporation Put Strike $60.00, Expires 01/22/2005 160 (8) ChevronTexaco Corporation Put Strike $75.00, Expires 06/19/2004 120 (10) Disney (Walt) Company (The) Put Strike $15.00, Expires 01/17/2004 1,000 (5) Dominion Resources, Inc. Put Strike $50.00, Expires 01/22/2005 635 (62) The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 6 Transamerica Value Balanced - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Contracts (e) Value ------------------ --------------- Put Options (continued) du Pont (E.I.) de Nemours and Company Put Strike $35.00, Expires 01/22/2005 300 $ (24) Duke Energy Corporation Put Strike $12.50, Expires 01/17/2004 2,600 (13) Duke Energy Corporation Put Strike $17.50, Expires 04/17/2004 1,000 (32) Exxon Mobil Corporation Put Strike $35.00, Expires 04/17/2004 370 (5) Fannie Mae Put Strike $70.00, Expires 01/17/2004 500 (11) Fannie Mae Put Strike $60.00, Expires 01/22/2005 250 (52) FleetBoston Financial Corporation Put Strike $20.00, Expires 01/17/2004 1,100 (6) Heinz (H.J.) Company Put Strike $40.00, Expires 01/17/2004 800 (20) Kimberly-Clark Corporation Put Strike $45.00, Expires 01/22/2005 800 (48) Merck & Co., Inc. Put Strike $40.00, Expires 04/17/2004 600 (21) Merck & Co., Inc. Put Strike $45.00, Expires 04/17/2004 300 (49) Microsoft Corporation Put Strike $22.50, Expires 01/17/2004 1,200 (6) Microsoft Corporation Put Strike $25.00, Expires 04/17/2004 820 (41) Microsoft Corporation Put Strike $25.00, Expires 07/17/2004 50 (4) Microsoft Corporation Put Strike $15.00, Expires 01/22/2005 600 (6) Plum Creek Timber Company, Inc. Put Strike $22.50, Expires 05/22/2004 700 (17) Contracts (e) Value ------------------ --------------- Put Options (continued) Sara Lee Corporation Put Strike $20.00, Expires 07/17/2004 40 $ (3) Sara Lee Corporation Put Strike $15.00, Expires 01/22/2005 1,865 (93) Schering-Plough Corporation Put Strike $20.00, Expires 01/17/2004 575 (151) Schering-Plough Corporation Put Strike $12.50, Expires 05/22/2004 350 (4) Schlumberger Limited Put Strike $40.00, Expires 01/17/2004 801 (4) Schlumberger Limited Put Strike $45.00, Expires 02/21/2004 800 (12) Sprint Corporation (FON Group) Put Strike $15.00, Expires 01/17/2004 1,300 (20) Time Warner Inc. Put Strike $7.50, Expires 01/17/2004 2,000 (10) Time Warner Inc. Put Strike $10.00, Expires 01/17/2004 1,400 (7) Time Warner Inc. Put Strike $12.50, Expires 01/22/2005 740 (20) Union Pacific Corporation Put Strike $60.00, Expires 02/21/2004 675 (7) Verizon Communications, Inc. Put Strike $40.00, Expires 01/17/2004 400 (212) Wilmington Trust Corporation Put Strike $30.00, Expires 05/22/2004 1,700 (38) Wilmington Trust Corporation Put Strike $32.50, Expires 05/22/2004 300 (16) ---------- Total Written Options (premium: $7,250) (2,899) ---------- SUMMARY: Investments, at value 105.0 % $262,044 Written options (1.2)% (2,899) Liabilities in excess of other assets (3.8)% (9,499) --------- ---------- Net assets 100.0 % $249,646 ========= ========== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 7 Transamerica Value Balanced - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $26,008. (c) Cash collateral for the Repurchase Agreements, valued at $5,991, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) At December 31, 2003, all or a portion of this security is segregated with the custodian to cover margin requirements for open option contracts. The value of all securities segregated at December 31, 2003, is $50,160. (e) Contract Amounts are not in thousands. (f) Securities are stepbonds. CS First Boston-144A, has a coupon rate 7.90% until 05/01/2007, thereafter the coupon rate will reset every 5 years at the 5-year current month treasury rate + 200BP, if not called. DEFINITIONS: 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2003, these securities aggregated $7,867 or 3.15% of the net assets of the fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 8 Transamerica Value Balanced - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $247,996) (including $26,008 of securities loaned) $262,044 Cash 15,892 Receivables: Interest 1,102 Dividends 533 Other 26 --------- 279,597 --------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 167 Payable for collateral for securities on loan 26,845 Written options (premium: $7,250) 2,899 Other 40 --------- 29,951 --------- Net Assets $249,646 ========= Net Assets Consist of: Capital stock, 75,000 shares authorized ($.01 par value) $ 201 Additional paid-in capital 254,357 Undistributed net investment income (loss) 6,374 Accumulated net realized gain (loss) from investment securities and written option contracts (29,685) Net unrealized appreciation (depreciation) on: Investment securities 14,048 Written option contracts 4,351 --------- Net Assets $249,646 ========= Shares Outstanding: Initial Class 20,077 Service Class 36 Net Asset Value and Offering Price Per Share: Initial Class $ 12.41 Service Class 12.74 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 4,321 Dividends 3,949 Income from loaned securities-net 67 -------- 8,337 -------- Expenses: Management and advisory fees 1,786 Transfer agent fees 3 Printing and shareholder reports 82 Custody fees 39 Administration fees 25 Legal fees 3 Auditing and accounting fees 12 Directors fees 9 Other 5 -------- Total expenses 1,964 -------- Net Investment Income (Loss) 6,373 -------- Net Realized Gain (Loss) from: Investment securities (3,993) Written option contracts 1,617 -------- (2,376) -------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 34,321 Written option contracts 5,794 -------- 40,115 -------- Net Gain (Loss) on Investment Securities and Option Contracts 37,739 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 44,112 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 9 Transamerica Value Balanced - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 6,373 $ 7,283 Net realized gain (loss) from investment securities and written option contracts (2,376) (26,860) Net unrealized appreciation (depreciation) on investment securities and written option contracts 40,115 (18,633) --------- --------- 44,112 (38,210) --------- --------- Distribution to Shareholders: From net investment income: Initial Class (7,249) (6,370) Service Class - - --------- --------- (7,249) (6,370) --------- --------- From net realized gains: Initial Class - (10,909) Service Class - - --------- --------- - (10,909) --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 16,535 29,492 Service Class 437 - --------- --------- 16,972 29,492 --------- --------- Proceeds from fund acquisition: Initial Class - 97,116 Service Class - - --------- --------- - 97,116 --------- --------- Dividends and distributions reinvested: Initial Class 7,249 17,279 Service Class - - --------- --------- 7,249 17,279 --------- --------- Cost of shares redeemed: Initial Class (58,895) (76,294) Service Class (2) - ----------- --------- (58,897) (76,294) ---------- --------- (34,676) 67,593 ---------- --------- Net increase (decrease) in net assets 2,187 12,104 ---------- --------- Net Assets: Beginning of year 247,459 235,355 ---------- --------- End of year $249,646 $ 247,459 ========== ========= Undistributed Net Investment Income (Loss) $ 6,374 $ 7,275 ========== ========= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 1,473 2,481 Service Class 36 - ---------- --------- 1,509 2,481 ---------- --------- Shares issued-on fund acquisition: Initial Class - 8,088 Service Class - - ---------- --------- - 8,088 ---------- --------- Shares issued-reinvested from distributions: Initial Class 650 1,681 Service Class - - ---------- --------- 650 1,681 ---------- --------- Shares redeemed: Initial Class (5,260) (6,751) Service Class - - ---------- --------- (5,260) (6,751) ---------- --------- Net increase (decrease) in shares outstanding (3,101) 5,499 ========== ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 10 Transamerica Value Balanced - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 10.66 $ 0.30 $ 1.81 $ 2.11 12/31/2002 13.29 0.33 (2.20) (1.87) 12/31/2001 13.19 0.36 (0.07) 0.29 12/31/2000 12.13 0.43 1.68 2.11 12/31/1999 13.35 0.39 (1.14) (0.75) - --------------- ---------- --------- -------- -------- -------- Service Class 12/31/2003 11.08 0.18 1.52 1.70 - --------------- ---------- --------- -------- -------- -------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ (0.36) $ - $ (0.36) $ 12.41 (0.28) (0.48) (0.76) 10.66 (0.19) - (0.19) 13.29 (0.55) (0.50) (1.05) 13.19 (0.41) (0.06) (0.47) 12.13 - --------------- --------- --------- --------- --------- Service Class (0.04) - (0.04) 12.74 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 20.16% $ 249,184 0.82% 0.82% 2.68% 53% 12/31/2002 (13.82) 247,459 0.83 0.83 2.84 123 12/31/2001 2.16 235,355 0.89 0.89 2.70 54 12/31/2000 17.55 215,675 0.87 0.87 3.42 20 12/31/1999 (5.64) 261,707 0.87 0.87 2.99 89 - --------------- ---------- ------ --------- ---- ---- ---- --- Service Class 12/31/2003 15.40 462 1.09 1.09 2.26 53 - --------------- ---------- ------ --------- ---- ---- ---- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-January 3, 1995 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 11 Transamerica Value Balanced - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Transamerica Value Balanced ("the Fund"), part of ATSF, began operations on January 3, 1995. The fund will acquire LKCM Strategic Total Return effective the close of business on April 30, 2004, subject to approval by Policyowners. On April 26, 2002, the Fund acquired all the net assets of AEGON Balanced pursuant to a plan of reorganization approved by shareholders of AEGON Balanced on April 16, 2003. The acquisition was accomplished by a tax-free exchange of 8,088 shares of the Fund for the 8,583 shares of AEGON Balanced outstanding on April 25, 2002. AEGON Balanced's net assets at that date ($103,815, including $6,699 of unrealized depreciation) were combined with those of the Fund, resulting in combined net assets of $331,767. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Option contracts are valued at the average of the bid and ask ("Mean Quote") established each day at the close of the board of trade or exchange in which they are traded. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $29 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 12 Transamerica Value Balanced - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amounts of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $7 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Option contracts: The Fund may enter into options contracts to manage exposure to market fluctuations. Option contracts are valued at the average of the bid and ask ("Mean Quote") established each day at the close of the board of trade or exchange on which they are traded. The primary risks associated with options are imperfect correlation between the change in value of the securities held and the prices of the options contracts; the possibility of an illiquid market and inability of the counterparty to meet the contract terms. When the Fund writes a covered call or put option, an amount equal to the premium received by the Fund is included in the Fund's Statement of Assets and Liabilities as an asset and as an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the option written. The underlying face amounts of open option contracts at December 31, 2003, are listed in the Schedule of Investments. Transactions in written call and put options were as follows: Premium Contracts* ----------- ----------- Balance at 12/31/2002 $ 4,752 19,251 Sales 5,691 36,536 Closing Buys (338) (2,090) Expirations (1,486) (7,987) Exercised (1,370) (5,553) ------- ------ Balance at 12/31/2003 $ 7,250 40,157 ======= ====== *Contracts not in thousands Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Transamerica Investment Management, LLC is both an affiliate of the Fund and a sub-adviser to the Fund. Investment advisory fees: The fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.75% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 13 Transamerica Value Balanced - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $8. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, were as follows: Purchases of securities: Long-Term excluding U.S. Government $ 58,227 U.S. Government 63,160 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 110,319 U.S. Government 41,200 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ - Undistributed net investment income (loss) (25) Undistributed net realized capital gains (loss) 25 The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 6,370 Long-term capital gains 10,909 2003 Distributions paid from: Ordinary income 7,249 Long-term capital gains - AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 14 Transamerica Value Balanced - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4-(continued) The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 6,374 ========= Undistributed Long-term Capital Gains $ - ========= Capital Loss Carryforward $ (29,685) ========= Post October Loss $ - ========= Net Unrealized Appreciation (Depreciation) $ 14,061 ========= The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 203 December 31, 2007 277 December 31, 2008 26,432 December 31, 2010 2,773 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 247,983 ========= Unrealized Appreciation $ 24,021 Unrealized (Depreciation) (9,960) --------- Net Unrealized Appreciation (Depreciation) $ 14,061 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 15 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders Transamerica Value Balanced In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Value Balanced (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Transamerica Value Balanced 16 T. Rowe Price Equity Income - -------------------------------------------------------------------------------- MARKET ENVIRONMENT U.S. stocks bounced back from a three-year bear market in 2003, with several major indexes finishing the year at their highest levels in nearly two years. After a dismal first quarter blanketed by concern about a double-dip recession and pending war with Iraq, the market began to climb in late March in the midst of the war. A new round of tax cuts and a late-June reduction in the fed funds target rate encouraged investors that the economy would begin to improve. The rally accelerated as the year progressed, aided by stronger corporate earnings growth, mounting evidence of a self-sustaining economic recovery, and repeated assurances from Federal Reserve Board officials that short-term interest rates could remain low "for a considerable period" due to low inflation. Rising commodity prices were a boon for energy and various industrial and materials companies. PERFORMANCE For the year ended December 31, 2003, T. Rowe Price Equity Income returned 25.59%. By comparison its benchmark, the Standard and Poor's 500 Composite Stock Index ("S&P 500") returned 28.67%. STRATEGY REVIEW Small- and mid-cap shares outperformed large-caps by a substantial margin for the year. Though growth outperformed value substantially among small- and mid-caps, value edged out growth for the year among large-caps. Most S&P 500 sectors rose strongly, led by information technology, consumer discretionary, and materials. Consumer staples, telecommunications services, and health care gained more modestly. The portfolio posted a strong gain for the year but lagged the broad S&P 500. Overweighting the strong industrials sector added the most to relative results. Top contributors in the sector, and for the portfolio, included Cooper Industries, Ltd., which posted better-than-expected sales, and Rockwell Automation, Inc. and Honeywell International Inc., which were helped by a better outlook for defense spending and improved sentiment toward the aerospace industry. In financials, portfolio performance was hurt by underweighting market-sensitive companies such as brokers and diversified financials. However, we added value with stock selection among banks. Top contributors in the group, and for the portfolio overall, included FleetBoston Financial Corporation, which surged after agreeing to be acquired by Bank of America Corporation ("BOA") at a significant premium, and BOA itself. Continued concern about generic competition and limited product pipelines weighed on Merck & Co., Inc. and Schering-Plough Corporation, which detracted from results. We believe these pharmaceutical leaders have good business models and attractive valuations relative to the market, as well as strong and safe dividend yields. Stock selection in consumer discretionary was negative. Eastman Kodak Company detracted for the year even after a strong rebound in the fourth quarter. Telecommunication holdings Qwest Communications International Inc. and AT&T Corp. struggled throughout the year, hurting the portfolio's relative results. /s/ Brian C. Rogers Brian C. Rogers Portfolio Manager T. Rowe Price Associates, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Equity Income 1 T. Rowe Price Equity Income - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 1/3/95 through 12/31/03 Initial Class S&P 500 1/3/95 $10,000 $10,000 3/31/95 10,560 10,973 6/30/95 11,230 12,019 9/30/95 12,060 12,973 12/31/95 13,050 13,753 3/31/96 13,660 14,491 6/30/96 14,069 15,141 9/30/96 14,554 15,609 12/31/96 15,644 16,909 3/31/97 16,099 17,363 6/30/97 17,909 20,392 9/30/97 19,300 21,919 12/31/97 20,068 22,548 3/31/98 21,863 25,691 6/30/98 21,268 26,540 9/30/98 19,667 23,905 12/31/98 21,835 28,992 3/31/99 21,639 30,436 6/30/99 24,527 32,581 9/30/99 22,407 30,549 12/31/99 22,593 35,092 3/31/00 21,967 35,895 6/30/00 21,890 34,944 9/30/00 23,294 34,606 12/31/00 25,374 31,900 3/31/01 24,737 28,120 6/30/01 26,125 29,765 9/30/01 24,061 25,398 12/31/01 25,924 28,111 3/31/02 27,128 28,189 6/30/02 25,022 24,414 9/30/02 20,711 20,199 12/31/02 22,603 21,901 3/31/03 21,242 21,210 6/30/03 24,791 24,475 9/30/03 25,139 25,122 12/31/03 $28,387 $28,179 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years Inception Date ----------- ------------ ----------- ---------- Initial Class 25.59% 5.39% 12.30% 1/3/95 S&P 500(1) 28.67% (0.57)% 12.20% 1/3/95 - --------------- ----- ----- ----- ------ Service Class - - 22.74% 5/1/03 - --------------- ----- ----- ----- ------ NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, T. Rowe Price Equity Income Portfolio of the Endeavor Series Trust. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Equity Income 2 T. Rowe Price Equity Income - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ----------- -------------- CONVERTIBLE BONDS (0.2%) Communications Equipment (0.2%) Lucent Technologies Inc. (b) 8.00%, due 08/01/2031 $ 1,965 $ 2,105 ----------- Total Convertible Bonds (cost: $1,491) 2,105 ----------- Shares Value ------------------- ----------------- CONVERTIBLE PREFERRED STOCKS (0.1%) Automotive (0.1%) Ford Motor Company Capital Trust II 16 $ 894 ----------- Total Convertible Preferred Stocks (cost: $800) 894 ----------- COMMON STOCKS (96.3%) Aerospace (1.0%) Boeing Company (The) 133,100 5,609 Lockheed Martin Corporation 96,000 4,934 Amusement & Recreation Services (1.2%) Disney (Walt) Company (The) 545,500 12,727 Automotive (2.3%) Ford Motor Company (b) 349,200 5,587 Honeywell International Inc. 559,100 18,691 Beverages (0.2%) Brown-Forman Corporation-Class B 26,800 2,504 Business Services (0.4%) D&B (a) 93,150 4,724 Chemicals & Allied Products (4.2%) Clorox Company (The) 126,200 6,128 Dow Chemical Company (The) 269,500 11,202 du Pont (E.I.) de Nemours and Company 231,700 10,633 Great Lakes Chemical Corporation (b) 207,900 5,653 Hercules Incorporated (a) 356,500 4,349 International Flavors & Fragrances Inc. (b) 180,500 6,303 Commercial Banks (9.0%) Bank of America Corporation 115,600 9,298 Bank One Corporation 331,282 15,103 Citigroup Inc. 193,959 9,415 FleetBoston Financial Corporation (b) 369,758 16,140 Mellon Financial Corporation 311,780 10,011 Mercantile Bankshares Corporation 149,900 6,832 Morgan Chase & Co. (J.P.) 253,630 9,316 National City Corporation 159,900 5,427 Northern Trust Corporation 119,900 5,566 Wells Fargo & Company 99,120 5,837 Wilmington Trust Corporation 72,100 2,596 Communication (1.6%) Comcast Corporation-Class A (a) 292,938 9,629 Viacom, Inc.-Class B 154,300 6,848 Shares Value ------------------- ----------------- Communications Equipment (2.5%) Lucent Technologies Inc. (a) (b) 864,900 $ 2,456 Motorola, Inc. 598,000 8,414 Nokia Oyj-ADR 342,400 5,821 Rockwell Collins, Inc. 331,900 9,967 Computer & Data Processing Services (0.8%) Microsoft Corporation 319,000 8,785 Computer & Office Equipment (1.2%) Hewlett-Packard Company 531,585 12,211 Department Stores (0.8%) J.C. Penney Company, Inc. (b) 58,300 1,532 May Department Stores Company (The) (b) 229,250 6,664 Electric Services (3.3%) Constellation Energy Group, Inc. 228,900 8,964 Duke Energy Corporation 555,600 11,361 FirstEnergy Corp. 189,150 6,658 TECO Energy, Inc. (b) 74,700 1,076 TXU Corp. 313,000 7,424 Electric, Gas & Sanitary Services (0.8%) NiSource Inc. 368,500 8,085 Electronic & Other Electric Equipment (4.0%) Cooper Industries, Inc.-Class A 266,507 15,439 Emerson Electric Co. 87,000 5,633 General Electric Company 532,950 16,511 Hubbell Incorporated-Class B 107,100 4,723 Electronic Components & Accessories (0.7%) Agere Systems Inc. (a) 520,465 1,587 Texas Instruments Incorporated 212,100 6,231 Environmental Services (1.0%) Waste Management, Inc. 347,062 10,273 Fabricated Metal Products (1.7%) Fortune Brands, Inc. 149,900 10,716 Gillette Company (The) 196,700 7,225 Food & Kindred Products (3.5%) Altria Group, Inc. 131,000 7,129 Campbell Soup Company (b) 342,800 9,187 ConAgra Foods, Inc. 152,800 4,032 General Mills, Inc. (b) 132,800 6,016 McCormick & Company, Incorporated 29,000 873 Unilever NV-CVA 151,700 9,919 Food Stores (0.1%) Winn-Dixie Stores, Inc. (b) 78,100 777 Gas Production & Distribution (0.3%) El Paso Corporation (b) 347,300 2,844 Holding & Other Investment Offices (0.7%) Janus Capital Group, Inc. 103,300 1,695 Simon Property Group, Inc. 129,432 5,998 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Equity Income 3 T. Rowe Price Equity Income - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ------------------- ----------------- Hotels & Other Lodging Places (1.6%) Hilton Hotels Corporation 423,500 $ 7,255 Starwood Hotels & Resorts Worldwide, Inc. 264,226 9,504 Industrial Machinery & Equipment (1.5%) Baker Hughes Incorporated 88,500 2,846 Black & Decker Corporation (The) 75,700 3,734 Pall Corporation 347,700 9,329 Instruments & Related Products (2.7%) Eastman Kodak Company (b) 456,800 11,726 Raytheon Company 321,500 9,658 Rockwell International Corporation 209,200 7,448 Insurance (5.1%) American International Group, Inc. 100,152 6,638 Chubb Corporation 123,900 8,438 CIGNA Corporation 158,200 9,097 SAFECO Corporation 256,700 9,993 St. Paul Companies, Inc. (The) (b) 159,774 6,335 Travelers Property Casualty Corp.-Class B 335,000 5,685 UnumProvident Corporation (b) 493,900 7,789 Insurance Agents, Brokers & Service (1.2%) Marsh & McLennan Companies, Inc. (b) 268,100 12,839 Life Insurance (1.1%) John Hancock Financial Services, Inc. 78,510 2,944 Lincoln National Corporation 216,566 8,743 Lumber & Other Building Materials (1.0%) Home Depot, Inc. (The) 302,500 10,736 Manufacturing Industries (0.7%) Hasbro Inc. 324,050 6,896 Medical Instruments & Supplies (1.3%) Baxter International Inc. 339,500 10,362 Becton, Dickinson and Company 95,700 3,937 Motion Pictures (1.4%) Time Warner Inc. (a) 796,200 14,324 Motor Vehicles, Parts & Supplies (0.6%) Genuine Parts Company (b) 192,450 6,389 Oil & Gas Extraction (1.3%) Anadarko Petroleum Corporation 153,800 7,845 Schlumberger Limited 110,600 6,052 Paper & Allied Products (2.5%) International Paper Company 313,193 13,502 Kimberly-Clark Corporation 165,800 9,797 MeadWestvaco Corporation 108,500 3,228 Petroleum Refining (8.0%) Amerada Hess Corporation 268,830 14,294 BP PLC-ADR (b) 236,174 11,655 ChevronTexaco Corporation 228,975 19,781 Exxon Mobil Corporation 518,438 21,256 Shares Value ------------------- ----------------- Petroleum Refining (continued) Marathon Oil Corporation 161,100 $ 5,331 Royal Dutch Petroleum Company-NY Registered Shares 242,200 12,689 Pharmaceuticals (7.3%) Abbott Laboratories 170,300 7,936 Bristol-Myers Squibb Co. 614,500 17,575 Johnson & Johnson 224,800 11,613 Merck & Co., Inc. 422,800 19,533 Schering-Plough Corporation 497,400 8,650 Wyeth 283,100 12,018 Primary Metal Industries (1.1%) Alcoa Inc. 149,800 5,692 Nucor Corporation (b) 115,500 6,468 Printing & Publishing (3.4%) Dow Jones & Company, Inc. 243,100 12,119 Knight-Ridder, Inc. (b) 138,900 10,747 New York Times Company (The)-Class A 246,800 11,795 Reader's Digest Association, Inc. (The)-Class A 89,300 1,309 Railroads (2.0%) Norfolk Southern Corporation 329,000 7,781 Union Pacific Corporation 197,100 13,695 Restaurants (1.1%) McDonald's Corporation 481,100 11,946 Retail Trade (0.4%) Toys "R" Us, Inc. (a)(b) 375,500 4,746 Rubber & Misc. Plastic Products (1.0%) Newell Financial Trust I (b) 462,900 10,540 Security & Commodity Brokers (1.8%) American Express Company 236,100 11,386 Morgan Stanley 133,200 7,708 Telecommunications (5.4%) ALLTEL Corporation 170,300 7,933 AT&T Corp. (b) 313,610 6,366 Qwest Communications International Inc. (a) 1,807,900 7,810 SBC Communications Inc. 457,874 11,937 Sprint Corporation (FON Group) 453,000 7,438 Verizon Communications, Inc. 456,442 16,012 Tobacco Products (0.7%) UST Inc. 204,000 7,281 U.S. Government Agencies (0.8%) Fannie Mae 108,700 8,159 ----------- Total Common Stocks (cost: $891,069) 1,021,556 ----------- The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Equity Income 4 T. Rowe Price Equity Income - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts in thousands) Principal Value -------------------- ----------------- SECURITY LENDING COLLATERAL (10.9%) Debt (8.7%) Bank Notes (0.4%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 543 $ 543 Fleet National Bank 1.00%, due 01/21/2004 2,038 2,038 National Bank of Commerce 1.19%, due 04/21/2004 1,698 1,698 Commercial Paper (2.2%) Compass Securitization-144A 1.08%, due 01/22/2004 1,019 1,019 Delaware Funding Corporation 1.08%, due 01/07/2004 677 677 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 1,019 1,019 1.09%, due 01/13/2004 679 679 1.08%, due 02/05/2004 1,356 1,356 General Electric Capital Corporation 1.09%, due 01/08/2004 1,694 1,694 1.09%, due 01/09/2004 1,019 1,019 1.08%, due 01/16/2004 1,353 1,353 Govco Incorporated-144A 1.07%, due 02/05/2004 1,696 1,696 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 1,696 1,696 1.09%, due 02/06/2004 1,695 1,695 1.10%, due 02/09/2004 991 991 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 1,695 1,695 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 1,019 1,019 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 1,968 1,968 1.08%, due 02/17/2004 3,390 3,390 Sheffield Receivables-144A 1.09%, due 01/21/2004 679 679 Euro Dollar Overnight (0.5%) BNP Paribas SA 0.97%, due 01/07/2004 3,396 3,396 Credit Agricole Indosuez 0.98%, due 01/02/2004 136 136 1.08%, due 01/06/2004 1,291 1,291 Euro Dollar Terms (2.1%) Bank of Montreal 1.06%, due 01/15/2004 663 663 1.06%, due 02/17/2004 1,359 1,359 Principal Value -------------------- ----------------- Euro Dollar Terms (continued) Bank of Scotland 1.06%, due 04/02/2004 $ 1,019 $ 1,019 Citigroup Inc. 1.10%, due 01/22/2004 1,019 1,019 1.09%, due 02/06/2004 1,359 1,359 Credit Agricole Indosuez 1.08%, due 01/28/2004 679 679 Den Danske Bank 1.08%, due 01/20/2004 3,396 3,396 1.02%, due 01/30/2004 1,698 1,698 Royal Bank of Canada 1.05%, due 02/27/2004 3,396 3,396 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 2,038 2,038 1.08%, due 01/15/2004 679 679 1.08%, due 01/20/2004 340 340 Svenska Handelsbanken AB 1.09%, due 01/15/2004 340 340 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 2,038 2,038 Wells Fargo & Company 1.04%, due 01/30/2004 2,717 2,717 Master Notes (0.6%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 1,359 1,359 1.14%, due 09/08/2004 2,038 2,038 Morgan Stanley 1.05%, due 06/21/2004 3,261 3,261 Medium Term Notes (0.4%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 3,396 3,396 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 1,019 1,019 Repurchase Agreements (2.5%) (c) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $7,948 on 01/02/2004 7,948 7,948 Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $10,801 on 01/02/2004 10,800 10,800 Morgan Stanley 1.11%, Repurchase Agreement dated 12/31/2003 to be repurchased at $6,453 on 01/02/2004 6,453 6,453 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Equity Income 5 T. Rowe Price Equity Income - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Shares Value ------------ -------------- Investment Companies (2.2%) Money Market Funds (2.2%) American AAdvantage Select Fund 1-day yield of 1.00% 1,666,036 $ 1,666 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 4,067,752 4,068 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 17,687,929 17,688 ----------- Total Security Lending Collateral (cost: $115,183) 115,183 ----------- Total Investment Securities (cost: $1,008,543) $ 1,139,738 =========== SUMMARY: Investments, at value 107.5 % $ 1,139,738 Liabilities in excess of other assets (7.5)% (79,461) ----- ------------ Net assets 100.0 % $ 1,060,277 ===== ============ NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $110,853. (c) Cash collateral for the Repurchase Agreements, valued at $25,705, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: ADR American Depositary Receipt CVA Certificaaten van aadelen (share certificates) 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Equity Income 6 T. Rowe Price Equity Income - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $1,008,543) (including $110,853 of securities loaned) $1,139,738 Cash 33,270 Receivables: Investment securities sold 324 Interest 26 Dividends 2,769 Other 98 ----------- 1,176,225 ----------- Liabilities: Accounts payable and accrued liabilities: Management and advisory fees 654 Distribution fees 1 Payable for collateral for securities on loan 115,183 Other 110 ----------- 115,948 ----------- Net Assets $1,060,277 =========== Net Assets Consist of: Capital stock, 150,000 shares authorized ($.01 par value) $ 559 Additional paid-in capital 909,451 Undistributed net investment income (loss) 14,397 Undistributed net realized gain (loss) from investment securities and foreign currency transactions 4,675 Net unrealized appreciation (depreciation) on investment securities 131,195 ----------- Net Assets $1,060,277 =========== Shares Outstanding: Initial Class 55,850 Service Class 77 Net Asset Value and Offering Price Per Share: Initial Class $ 18.96 Service Class 19.05 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 112 Dividends 20,535 Income from loaned securities-net 72 Less withholding taxes on foreign dividends (117) --------- 20,602 --------- Expenses: Management and advisory fees 6,049 Transfer agent fees 2 Printing and shareholder reports 18 Custody fees 79 Administration fees 21 Legal fees 10 Auditing and accounting fees 13 Directors fees 28 Other 17 Service fees: Service Class 1 Total expenses 6,238 --------- Net Investment Income (Loss) 14,364 --------- Net Realized Gain (Loss) from: Investment securities 9,993 Foreign currency transactions (29) --------- 9,964 --------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 181,511 --------- Net Gain (Loss) on Investment Securities and Foreign Currency Transactions 191,475 --------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 205,839 ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Equity Income 7 T. Rowe Price Equity Income - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ----------------- ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 14,364 $ 6,111 Net realized gain (loss) from investment securities and foreign currency transactions 9,964 4,659 Net unrealized appreciation (depreciation) on investment securities 181,511 (54,274) ----------- --------- 205,839 (43,504) ----------- --------- Distributions to Shareholders: From net investment income: Initial Class (6,057) (3,890) Service Class - - ----------- --------- (6,057) (3,890) ----------- --------- From net realized gains: Initial Class (4,937) (6,745) Service Class (2) - ----------- --------- (4,939) (6,745) ----------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 329,794 289,505 Service Class 1,377 - ----------- --------- 331,171 289,505 ----------- --------- Proceeds from fund acquisition: Initial Class 54,542 - Service Class - - ----------- --------- 54,542 - ----------- --------- Dividends and distributions reinvested: Initial Class 10,994 10,635 Service Class 2 - ----------- --------- 10,996 10,635 ----------- --------- Cost of shares redeemed: Initial Class (51,433) (15,217) Service Class (46) - ----------- --------- (51,479) (15,217) ----------- --------- 345,230 284,923 ----------- --------- Net increase (decrease) in net assets 540,073 230,784 ----------- --------- Net Assets: Begining of year 520,204 289,420 ----------- --------- End of year $1,060,277 $ 520,204 =========== ========= Undistributed Net Investment Income (Loss) $ 14,397 $ 6,221 =========== ========= December 31, December 31, 2003 2002 ----------------- ---------------- Share Activity: Shares issued: Initial Class 20,792 18,292 Service Class 80 - ------------ --------- 20,872 18,292 ------------ --------- Shares issued-on fund acquisition: Initial Class 3,492 - Service Class - - ------------ --------- 3,492 - ------------ --------- Shares issued-reinvested from distributions: Initial Class 662 680 Service Class - - ------------ --------- 662 680 ------------ --------- Shares redeemed: Initial Class (3,120) (944) Service Class (3) - ------------- --------- (3,123) (944) ------------ --------- Net increase (decrease) in shares outstanding 21,903 18,028 ============ ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Equity Income 8 T. Rowe Price Equity Income - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 15.29 $ 0.30 $ 3.59 $ 3.89 12/31/2002 18.09 0.28 (2.58) (2.30) 12/31/2001 19.52 0.24 0.24 0.48 12/31/2000 19.50 0.39 1.78 2.17 12/31/1999 20.04 0.38 0.42 0.80 - --------------- ---------- --------- -------- --------- --------- Service Class 12/31/2003 15.62 0.19 3.35 3.54 - --------------- ---------- --------- -------- --------- --------- For a share outstanding throughout each period (a) ------------------------------------------------------ Distributions ----------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ------------ --------------- ------------ Initial Class $ (0.12) $ (0.10) $ (0.22) $ 18.96 (0.18) (0.32) (0.50) 15.29 (0.35) (1.56) (1.91) 18.09 (0.39) (1.76) (2.15) 19.52 (0.40) (0.94) (1.34) 19.50 - --------------- --------- --------- --------- --------- Service Class (0.01) (0.10) (0.11) 19.05 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 25.59% $ 1,058,801 0.78% 0.78% 1.80% 14% 12/31/2002 (12.81) 520,204 0.85 0.85 1.72 12 12/31/2001 2.17 289,420 0.90 0.90 1.48 19 12/31/2000 12.31 257,343 0.90 0.90 1.98 38 12/31/1999 3.47 264,718 0.87 0.88 1.89 35 - --------------- ---------- ------ ----------- ---- ---- ---- -- Service Class 12/31/2003 22.74 1,476 1.03 1.03 1.64 14 - --------------- ---------- ------ ----------- ---- ---- ---- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-January 3, 1995 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) For the year ended December 31, 2003, Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment advisor, if any, (see note 2). For the year ended December 31, 2002, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly. For the year ended December 31, 2001, and prior years, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly and credits allowed by the custodian. (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Equity Income 9 T. Rowe Price Equity Income - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. T. Rowe Price Equity Income ("the Fund"), part of ATSF, began operations as T. Rowe Price Equity Income Portfolio, a part of the Endeavor Series Trust, on January 3, 1995. The Fund became part of ATSF on May 1, 2002. On May 1, 2003, the Fund acquired all the net assets of T. Rowe Price Dividend Growth pursuant to a plan of reorganization approved by shareholders of T. Rowe Price Dividend Growth on April 16, 2003. The acquisition was accomplished by a tax-free exchange of 3,492 shares of the Fund for the 6,852 shares of T. Rowe Price Dividend Growth outstanding on April 30, 2003. T. Rowe Price Dividend Growth's net assets at that date ($54,542, including $7,191 of unrealized depreciation) were combined with those of the Fund resulting in combined net assets of $747,561. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $31 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Equity Income 10 T. Rowe Price Equity Income - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $58 are included in net realized gains in the Statement of Operations. Real Estate Investment Trusts ("REITs"): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates. Since the Fund invests in real estate related securities, the value of its shares may fluctuate more widely than the value of shares of a fund that invests in a broad range of industries. Dividend income is recorded at management's estimate of the income included in distributions from the REIT investments. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after the fiscal year-end, and may differ from the estimated amounts. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, if any, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Equity Income 11 T. Rowe Price Equity Income - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (ie: through the asset allocation funds): Net % of Assets Net Assets ----------- ----------- Asset Allocation-Conservative Portfolio $ 42,293 4% Asset Allocation-Growth Portfolio 92,579 9% Asset Allocation-Moderate Portfolio 149,011 14% Asset Allocation-Moderate Growth Portfolio 196,314 19% Select+ Aggressive 113 0% Select+ Conservative 414 0% Select+ Growth & Income 562 0% -- 46% == Investment advisory fees: On May 1, 2003, the Fund reduced its advisory fee from 0.80% of average daily net assets ("ANA") to 0.75% of ANA. The combined advisory fee for the year ended December 31, 2003, was 0.76%. ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 0.88% Expense Limit The sub-advisor, T. Rowe Price, has agreed to a pricing discount based on the aggregate assets that they manage in the ATSF and IDEX mutual funds. The amount of the discount received by the fund at December 31, 2003 was $37. If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $36. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 388,860 U.S. Government 1,888 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 108,919 U.S. Government 973 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Equity Income 12 T. Rowe Price Equity Income - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ 4,547 Undistributed net investment income (loss) (131) Undistributed net realized capital gains (loss) (4,416) The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 4,254 Long-term capital gains 6,381 2003 Distributions paid from: Ordinary income 6,059 Long-term capital gains 4,937 The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 20,852 ========= Undistributed Long-term Capital Gains $ 2,802 ========= Capital Loss Carryforward $ (3,775) ========= Post October Loss $ - ========= Net Unrealized Appreciation (Depreciation) $ 130,390 ========= The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 63 December 31, 2006 336 December 31, 2007 98 December 31, 2008 1,358 December 31, 2009 1,920 December 31, 2010 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 1,009,348 =========== Unrealized Appreciation $ 152,241 Unrealized (Depreciation) (21,852) ----------- Net Unrealized Appreciation (Depreciation) $ 130,390 =========== AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Equity Income 13 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders T. Rowe Price Equity Income In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of T. Rowe Price Equity Income (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Equity Income 14 T. Rowe Price Growth Stock - -------------------------------------------------------------------------------- MARKET ENVIRONMENT U.S. stocks rose sharply in the year ended December 31, 2003. The Standard and Poor's 500 Composite Stock Index ("S&P 500") sprinted more than 12% in the final quarter, boosting full-year results to more than 28%, and marked the first positive year for stocks since 1999. Investors bid up equities -- large and small, growth and value, and just about everything in between -- buoyed by favorable economic data, stronger earnings growth, signs of job market stabilization, and rising global demand. In the large-cap universe, value shares edged growth. The market sectors with the strongest gains were information technology, consumer discretionary, and materials. The telecommunication services and consumer staples sectors posted positive results but lagged for the year. PERFORMANCE For the year ended December 31, 2003, T. Rowe Price Growth Stock returned 30.76%. By comparison its benchmark, the S&P 500 returned 28.67%. STRATEGY REVIEW For the year, the portfolio posted a strong gain that outperformed the S&P 500. Superior stock selection in the telecommunication services sector produced the strongest contribution to the portfolio's relative results versus the S&P 500. Vodafone Group PLC ("Vodafone") and Nextel Communications, Inc. ("Nextel") were top absolute and relative performance contributors. We were significantly overweight in Nextel (up more than 140% for the year) versus the S&P 500. Vodafone released positive earnings results and the threat of competition from Hutchinson Whampoa Limited has not materialized as expected. Boosted by strong stock selection, the health care sector also contributed to relative returns despite our overweight position, which limited gains. Strength came mostly from pharmaceuticals and biotechnologys during the year. Large-cap pharmaceuticals rallied sharply in the fourth quarter as investors sought their perceived safety near year end. Not owning Merck & Co., Inc. and eliminating Schering-Plough Corporation early in the year aided relative performance. After posting strong gains for much of 2003, biotechnology holdings, Gilead Sciences, Inc. and Genentech, Inc. struggled as the year progressed, but they posted solid twelve-month contributions. The information technology ("IT") sector was the largest drag on relative results due to stock selection in IT services and semiconductors. In general, the stocks that we held generated positive absolute returns, but lagged the technology group. Affiliated Computer Services, Inc. was the IT sector's largest detractor to relative performance after struggling most of the year with contract disputes. /s/ Robert W. Smith Robert W. Smith Portfolio Manager T. Rowe Price Associates, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Growth Stock 1 T. Rowe Price Growth Stock - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 1/3/95 through 12/31/03 Initial Class S&P 500 1/3/1995 $10,000 $10,000 3/31/1995 11,380 10,973 6/30/1995 12,210 12,019 9/30/1995 13,080 12,973 12/31/1995 13,720 13,753 3/31/1996 14,310 14,491 6/30/1996 14,809 15,141 9/30/1996 15,501 15,609 12/31/1996 16,569 16,909 3/31/1997 16,538 17,363 6/30/1997 19,355 20,392 9/30/1997 20,678 21,919 12/31/1997 21,303 22,548 3/31/1998 24,645 25,691 6/30/1998 25,000 26,540 9/30/1998 22,218 23,905 12/31/1998 27,411 28,992 3/31/1999 28,021 30,436 6/30/1999 29,613 32,581 9/30/1999 27,924 30,549 12/31/1999 33,494 35,092 3/31/2000 36,303 35,895 6/30/2000 36,135 34,944 9/30/2000 36,473 34,606 12/31/2000 33,325 31,900 3/31/2001 28,317 28,120 6/30/2001 30,775 29,765 9/30/2001 26,223 25,398 12/31/2001 29,978 28,111 3/31/2002 29,549 28,189 6/30/2002 25,104 24,414 9/30/2002 21,359 20,199 12/31/2002 23,140 21,901 3/31/2003 22,772 21,210 6/30/2003 26,468 24,475 9/30/2003 27,113 25,122 12/31/2003 $30,258 $28,179 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years Inception Date ----------- ------------ ----------- ---------- Initial Class 30.76% 2.00% 13.10% 1/3/95 S&P 500(1) 28.67% (0.57)% 12.20% 1/3/95 - --------------- ----- ----- ----- ------ Service Class - - 22.51% 5/1/03 - --------------- ----- ----- ----- ------ NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. The historical financial information for periods prior to May 1, 2000 has been derived from the financial history of the predecessor portfolio, T. Rowe Price Growth Stock of the Endeavor Series Trust. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Growth Stock 2 T. Rowe Price Growth Stock - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- COMMON STOCKS (96.9%) Amusement & Recreation Services (0.4%) MGM MIRAGE (a) 31,900 $ 1,200 Apparel & Accessory Stores (0.3%) Inditex, SA 45,800 930 Automotive (1.0%) Harley-Davidson, Inc. (b) 67,900 3,227 Beverages (1.4%) Coca-Cola Company (The) 62,000 3,147 PepsiCo, Inc. 27,400 1,277 Business Services (5.5%) Accenture Ltd (a) 93,200 2,453 Adecco SA-Registered Shares 33,700 2,166 Clear Channel Communications, Inc. 93,300 4,369 eBay Inc. (a) 37,100 2,396 First Data Corporation 131,400 5,399 Omnicom Group, Inc. 12,400 1,083 Chemicals & Allied Products (0.5%) Hermes International 9,000 1,741 Commercial Banks (9.0%) Citigroup Inc. 253,608 12,310 Credit Suisse Group 69,200 2,532 MBNA Corporation 37,900 942 Mellon Financial Corporation 98,500 3,163 Northern Trust Corporation 58,600 2,720 State Street Corporation 84,800 4,416 U.S. Bancorp 113,700 3,386 Communication (5.4%) Comcast Corporation-Special Class A (a) 156,000 4,880 Crown Castle International Corp. (a)(b) 115,900 1,278 Echostar Communications Corporation-Class A (a) 100,600 3,420 Liberty Media Corporation-Class A (a) 292,256 3,475 Viacom, Inc.-Class B 101,270 4,495 Computer & Data Processing Services (9.3%) Adobe Systems Incorporated 38,400 1,509 Affiliated Computer Services, Inc.-Class A (a)(b) 79,100 4,308 Fiserv, Inc. (a) 82,700 3,267 Intuit Inc. (a) 57,200 3,026 Mercury Interactive Corporation (a) 11,600 564 Microsoft Corporation 361,800 9,964 Siebel Systems, Inc. (a) 93,000 1,290 SunGard Data Systems Inc. (a) 55,400 1,535 Symantec Corporation (a)(b) 31,000 1,074 Synopsys, Inc. (a) 38,700 1,307 Yahoo! Inc. (a) 51,400 2,322 Computer & Office Equipment (3.0%) Cisco Systems, Inc. (a) 224,300 5,448 Dell Computer Corporation (a) 127,700 4,337 Shares Value -------------------- --------------- Department Stores (0.4%) Kohl's Corporation (a) 25,600 $ 1,150 Drug Stores & Proprietary Stores (1.1%) Medco Health Solutions, Inc. (a) 36,000 1,224 Walgreen Co. 67,900 2,470 Educational Services (1.1%) Apollo Group, Inc.-Class A (a)(b) 50,600 3,441 Electronic & Other Electric Equipment (2.0%) General Electric Company 153,200 4,746 Samsung Electronics Co., Ltd. 5,000 1,893 Electronic Components & Accessories (3.5%) Analog Devices, Inc. 33,600 1,534 Intel Corporation 78,900 2,541 Maxim Integrated Products 24,000 1,195 Tyco International Ltd. 169,244 4,486 Xilinx, Inc. (a) 42,400 1,643 Fabricated Metal Products (0.4%) Gillette Company (The) 35,400 1,300 Food & Kindred Products (1.5%) Altria Group, Inc. (b) 48,600 2,645 General Mills, Inc. (b) 22,800 1,033 Unilever PLC 134,700 1,255 Industrial Machinery & Equipment (1.6%) Applied Materials, Inc. (a) 101,300 2,274 Baker Hughes Incorporated (b) 92,800 2,984 Instruments & Related Products (1.0%) Danaher Corporation (b) 35,500 3,257 Insurance (8.3%) ACE Limited 55,400 2,295 American International Group, Inc. 118,500 7,854 Travelers Property Casualty Corp.-Class A 129,766 2,177 UnitedHealth Group Incorporated 177,900 10,350 WellPoint Health Networks Inc. (a) 44,800 4,345 Insurance Agents, Brokers & Service (1.5%) Hartford Financial Services Group, Inc. (The) 49,300 2,910 Marsh & McLennan Companies, Inc. 40,000 1,916 Life Insurance (0.2%) China Life Insurance Company Limited-ADR (a)(b) 18,800 620 Lumber & Other Building Materials (1.2%) Home Depot, Inc. (The) 113,000 4,010 Manufacturing Industries (1.0%) International Game Technology 91,300 3,259 Medical Instruments & Supplies (1.2%) Biomet, Incorporated (b) 40,700 1,482 Boston Scientific Corporation (a) 21,600 794 Medtronic, Inc. 32,200 1,565 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Growth Stock 3 T. Rowe Price Growth Stock - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Metal Mining (0.5%) Rio Tinto PLC-Registered Shares 54,700 $ 1,511 Motion Pictures (0.7%) Time Warner Inc. (a) 132,400 2,382 Oil & Gas Extraction (1.0%) Schlumberger Limited 62,000 3,393 Personal Credit Institutions (0.9%) SLM Corporation 78,900 2,973 Personal Services (0.8%) Cendant Corporation (a) 123,900 2,759 Petroleum Refining (1.8%) ChevronTexaco Corporation 34,300 2,963 Exxon Mobil Corporation 74,590 3,058 Pharmaceuticals (9.2%) Abbott Laboratories 45,700 2,130 Amgen Inc. (a) 66,800 4,128 Cardinal Health, Inc. (b) 22,400 1,370 Forest Laboratories, Inc. (a) 51,000 3,152 Genentech, Inc. (a) 9,900 926 Gilead Sciences, Inc. (a) 32,300 1,878 Johnson & Johnson 60,200 3,110 Lilly (Eli) and Company 9,000 633 Medimmune, Inc. (a) 34,800 884 Pfizer Inc. 247,995 8,762 Sanofi-Synthelabo 11,800 888 Wyeth 45,900 1,948 Primary Metal Industries (0.8%) Nucor Corporation (b) 48,500 2,716 Printing & Publishing (0.7%) Scripps (E.W.) Company (The) 24,500 2,306 Radio & Television Broadcasting (1.6%) British Sky Broadcasting Group PLC (a) 123,700 1,556 Univision Communications Inc.-Class A (a) 94,700 3,759 Radio, Television & Computer Stores (0.7%) Best Buy Co., Inc. 46,000 2,403 Restaurants (1.2%) Compass Group PLC 338,100 2,299 Starbucks Corporation (a)(b) 47,700 1,577 Retail Trade (0.5%) Kingfisher PLC 319,500 1,593 Security & Commodity Brokers (3.2%) American Express Company 35,600 1,717 Goldman Sachs Group, Inc. (The) 10,900 1,076 Merrill Lynch & Co., Inc. (b) 72,200 4,235 Morgan Stanley 36,700 2,124 Schwab (Charles) Corporation (The) 104,300 1,235 Shares Value -------------------- --------------- Telecommunications (3.6%) Nextel Communications, Inc.-Class A (a) 141,700 $ 3,976 NTT DoCoMo, Inc. 155 351 Vodafone Group PLC 2,274,504 5,638 Vodafone Group PLC-ADR 70,800 1,773 Transportation & Public Utilities (0.6%) InterActiveCorp (a) 9,800 333 InterActiveCorp (a)(b) 48,300 1,639 Trucking & Warehousing (0.3%) United Parcel Service, Inc.-Class B 14,400 1,074 U.S. Government Agencies (1.9%) Fannie Mae 60,200 4,520 Freddie Mac 26,900 1,569 Variety Stores (3.4%) Family Dollar Stores, Inc. 29,200 1,048 Target Corporation 123,800 4,754 Wal-Mart de Mexico SA de CV-ADR 43,400 1,237 Wal-Mart de Mexico SA de CV-Series V 223,800 638 Wal-Mart Stores, Inc. 63,100 3,347 Water Transportation (0.9%) Carnival Corporation 70,900 2,817 Wholesale Trade Nondurable Goods (0.8%) SYSCO Corporation 65,900 2,453 --------- Total Common Stocks (cost: $259,092) 315,615 --------- Principal Value ----------- ------------ SECURITY LENDING COLLATERAL (6.6%) Debt (5.3%) Bank Notes (0.2%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 102 $ 102 Fleet National Bank 1.00%, due 01/21/2004 383 383 National Bank of Commerce 1.19%, due 04/21/2004 319 319 Commercial Paper (1.4%) Compass Securitization-144A 1.08%, due 01/22/2004 191 191 Delaware Funding Corporation 1.08%, due 01/07/2004 127 127 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 191 191 1.09%, due 01/13/2004 128 128 1.08%, due 02/05/2004 255 255 General Electric Capital Corporation 1.09%, due 01/08/2004 318 318 1.09%, due 01/09/2004 191 191 1.08%, due 01/16/2004 254 254 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Growth Stock 4 T. Rowe Price Growth Stock - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value --------------------- --------------- Commercial Paper (continued) Govco Incorporated-144A 1.07%, due 02/05/2004 $ 319 $ 319 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 318 318 1.09%, due 02/06/2004 318 318 1.10%, due 02/09/2004 186 186 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 318 318 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 191 191 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 370 370 1.08%, due 02/17/2004 637 637 Sheffield Receivables-144A 1.09%, due 01/21/2004 128 128 Euro Dollar Overnight (0.3%) BNP Paribas SA 0.97%, due 01/07/2004 638 638 Credit Agricole Indosuez 0.98%, due 01/02/2004 26 26 1.08%, due 01/06/2004 242 242 Euro Dollar Terms (1.3%) Bank of Montreal 1.06%, due 01/15/2004 125 125 1.06%, due 02/17/2004 255 255 Bank of Scotland 1.06%, due 04/02/2004 191 191 Citigroup Inc. 1.10%, due 01/22/2004 191 191 1.09%, due 02/06/2004 255 255 Credit Agricole Indosuez 1.08%, due 01/28/2004 128 128 Den Danske Bank 1.08%, due 01/20/2004 638 638 1.02%, due 01/30/2004 319 319 Royal Bank of Canada 1.05%, due 02/27/2004 638 638 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 383 383 1.08%, due 01/15/2004 128 128 1.08%, due 01/20/2004 64 64 Svenska Handelsbanken AB 1.09%, due 01/15/2004 64 64 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 383 383 Wells Fargo & Company 1.04%, due 01/30/2004 510 510 Principal Value --------------------- --------------- Master Notes (0.4%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 $ 255 $ 255 1.14%, due 09/08/2004 383 383 Morgan Stanley 1.05%, due 06/21/2004 612 612 Medium Term Notes (0.3%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 638 638 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 191 191 Repurchase Agreements (1.4%) (c) Credit Suisse First Boston (USA), Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $1,491 on 01/02/2004 1,491 1,491 Merrill Lynch & Co., Inc. 1.04%, Repurchase Agreement dated 12/31/2003 to be repurchased at $2,027 on 01/02/2004 2,027 2,027 Morgan Stanley 1.11%, Repurchase Agreement dated 12/31/2003 to be repurchased at $1,212 on 01/02/2004 1,212 1,212 Shares Value --------------- ------------ Investment Companies (1.3%) Money Market Funds (1.3%) American AAdvantage Select Fund 1-day yield of 1.00% 312,854 $ 313 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 763,856 764 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 3,321,500 3,321 --------- Total Security Lending Collateral (cost: $21,629) 21,629 --------- Total Investment Securities (cost: $280,721) $337,244 ========= SUMMARY: Investments, at value 103.5 % $337,244 Liabilities in excess of other assets (3.5)% (11,531) --------- --------- Net assets 100.0 % $325,713 ========= ========= FORWARD FOREIGN CURRENCY CONTRACTS: - ----------------------------------------------------------------------------- Amount in Net Unrealized Bought Settlement U.S. Dollars Appreciation Currency (Sold) Date Bought (Sold) (Depreciation) - --------------- -------- ------------ --------------- --------------- British Pound 117 01/02/2004 $210 $ (1) The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Growth Stock 5 T. Rowe Price Growth Stock - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $20,929. (c) Cash collateral for the Repurchase Agreements, valued at $4,827, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: ADR American Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Growth Stock 6 T. Rowe Price Growth Stock - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $280,721) (including $20,929 of securities loaned) $337,244 Cash 9,520 Receivables: Investment securities sold 856 Interest 3 Dividends 295 Dividend reclaims receivable 4 Other 23 --------- 347,945 --------- Liabilities: Investment securities purchased 355 Accounts payable and accrued liabilities: Management and advisory fees 217 Payable for collateral for securities on loan 21,629 Unrealized depreciation on forward foreign currency contracts 1 Other 30 --------- 22,232 --------- Net Assets $325,713 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 165 Additional paid-in capital 309,299 Undistributed net investment income (loss) 444 Accumulated net realized gain (loss) from investment securities and foreign currency transactions (40,717) Net unrealized appreciation (depreciation) on: Investment securities 56,521 Translation of assets and liabilities denominated in foreign currencies 1 --------- Net Assets $325,713 ========= Shares Outstanding: Initial Class 16,480 Service Class 34 Net Asset Value and Offering Price Per Share: Initial Class $ 19.72 Service Class 19.70 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 25 Dividends 2,834 Income from loaned securities-net 25 Less withholding taxes on foreign dividends (39) -------- 2,845 -------- Expenses: Management and advisory fees 2,164 Transfer agent fees 2 Printing and shareholder reports 15 Custody fees 50 Administration fees 20 Legal fees 4 Auditing and accounting fees 10 Directors fees 10 Other 7 -------- Total expenses 2,282 -------- Net Investment Income (Loss) 563 -------- Net Realized Gain (Loss) from: Investment securities (967) Foreign currency transactions (103) -------- (1,070) -------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 75,787 Translation of assets and liabilities denominated in foreign currency (3) -------- 75,784 -------- Net Gain (Loss) on Investment Securities and Foreign Currency Transactions 74,714 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $75,277 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Growth Stock 7 T. Rowe Price Growth Stock - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 563 $ 249 Net realized gain (loss) from investment securities and foreign currency transactions (1,070) (19,200) Net unrealized appreciation (depreciation) on investment securities and foreign currency translation 75,784 (37,509) --------- --------- 75,277 (56,460) --------- --------- Distributions to Shareholders: From net investment income: Initial Class (168) (101) Service Class - - --------- --------- (168) (101) --------- --------- From net realized gains: Initial Class - - Service Class - - --------- --------- - - --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 46,089 72,688 Service Class 650 - --------- --------- 46,739 72,688 --------- --------- Dividends and distributions reinvested: Initial Class 168 101 Service Class - - --------- --------- 168 101 --------- --------- Cost of shares redeemed: Initial Class (19,202) (23,067) Service Class (13) - --------- --------- (19,215) (23,067) --------- --------- 27,692 49,722 --------- --------- Net increase (decrease) in net assets 102,801 (6,839) --------- --------- Net Assets: Beginning of year 222,912 229,751 --------- --------- End of year $ 325,713 $ 222,912 ========= ========= Undistributed Net Investment Income (Loss) $ 444 $ 151 ========= ========= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 2,843 4,449 Service Class 35 - --------- --------- 2,878 4,449 --------- --------- Shares issued-reinvested from distributions: Initial Class 10 6 Service Class - - --------- --------- 10 6 --------- --------- Shares redeemed: Initial Class (1,148) (1,426) Service Class (1) - --------- --------- (1,149) (1,426) --------- --------- Net increase (decrease) in shares outstanding 1,739 3,029 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Growth Stock 8 T. Rowe Price Growth Stock - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 15.09 $ 0.03 $ 4.61 $ 4.64 12/31/2002 19.56 0.02 (4.48) (4.46) 12/31/2001 25.62 0.02 (2.37) (2.35) 12/31/2000 28.73 - (0.15) (0.15) 12/31/1999 25.60 0.03 5.28 5.31 - --------------- ---------- --------- -------- --------- --------- Service Class 12/31/2003 16.08 - 3.62 3.62 - --------------- ---------- --------- -------- --------- --------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ (0.01) $ - $ (0.01) $ 19.72 (0.01) - (0.01) 15.09 - (3.71) (3.71) 19.56 (0.03) (2.93) (2.96) 25.62 (0.07) (2.11) (2.18) 28.73 - --------------- --------- --------- --------- --------- Service Class - - - 19.70 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 30.76% $ 325,035 0.84% 0.84% 0.20% 38% 12/31/2002 (22.81) 222,912 0.87 0.92 0.12 48 12/31/2001 (10.04) 229,751 0.91 0.93 0.11 67 12/31/2000 (0.51) 269,983 0.90 0.91 0.01 80 12/31/1999 22.19 257,879 0.87 0.88 0.21 66 - --------------- ---------- ------ --------- ---- ---- ---- -- Service Class 12/31/2003 22.51 678 1.12 1.12 0.01 38 - --------------- ---------- ------ --------- ---- ---- ---- -- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-January 3, 1995 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) For the year ended December 31, 2003, Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment advisor, if any, (see note 2). For the year ended December 31, 2002, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly. For the year ended December 31, 2001 and prior years, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly and credits allowed by the custodian. (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Growth Stock 9 T. Rowe Price Growth Stock - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. T. Rowe Price Growth Stock ("the Fund"), part of ATSF, began operations as T. Rowe Price Growth Stock Portfolio, a part of the Endeavor Series Trust, on January 3, 1995. The Fund became a part of ATSF on May 1, 2002. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $11 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Growth Stock 10 T. Rowe Price Growth Stock - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amounts of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as in the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $18 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.80% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit implemented January 1, 2003: 0.89% Expense Limit The sub-advisor, T. Rowe Price, has agreed to a pricing discount based on the aggregate assets that they manage in the ATSF and IDEX mutual funds. The amount of the discount received by the fund at December 31, 2003 was $12. If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Growth Stock 11 T. Rowe Price Growth Stock - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for provid-ing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at a cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $11. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 121,344 U.S. Government 2,724 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 93,195 U.S. Government 6,359 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ - Undistributed net investment income (loss) (102) Undistributed net realized capital gains (loss) 102 The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 101 Long-term capital gains - 2003 Distributions paid from: Ordinary income 168 Long-term capital gains - AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Growth Stock 12 T. Rowe Price Growth Stock - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4-(continued) The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 462 ========= Undistributed Long-term Capital Gains $ - ========= Capital Loss Carryforward $ (34,262) ========= Post October Currency Loss $ 19 ========= Net Unrealized Appreciation (Depreciation) $ 50,068 ========= The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 18,759 December 31, 2009 11,175 December 31, 2010 4,328 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 287,176 ========= Unrealized Appreciation $ 53,330 Unrealized (Depreciation) (3,262) --------- Net Unrealized Appreciation (Depreciation) $ 50,068 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Growth Stock 13 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders T. Rowe Price Growth Stock In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of T. Rowe Price Growth Stock (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Growth Stock 14 T. Rowe Price Small Cap - -------------------------------------------------------------------------------- MARKET ENVIRONMENT Small-cap growth stocks rose strongly and outperformed other investment styles in 2003 -- the first positive year for the U.S. equity market since 1999. After declining for most of the first quarter, shares surged and investor sentiment abruptly turned bullish as a swift U.S.-led invasion of Iraq was followed by a new round of tax cuts and a late-June reduction in the fed funds target rate to stimulate the economy. The rally accelerated as the year progressed because of stronger corporate earnings growth, meaningful evidence of economic improvement, and repeated assurances from Federal Reserve Board officials that short-term interest rates could remain low "for a considerable period" due to low inflation. All major sectors within the small-cap growth universe produced gains. The information technology ("IT") sector fared among the best, thanks to a remarkable recovery in semiconductor stocks, though all underlying industries performed very well. Health care stocks posted healthy returns, led by providers and service companies. Consumer discretionary shares also performed well, with specialty retailers outpacing other industries. The main laggards were stocks in the consumer staples, and utilities sectors, which generally produced modest gains. PERFORMANCE For the year ended December 31, 2003, T. Rowe Price Small Cap returned 40.40%. By comparison its benchmark, the Russell 2000 Index returned 47.25%. STRATEGY REVIEW The IT sector, 28% of assets as of December 31, 2003, contributed the most to our results in 2003. Semiconductor stocks Intersil Corporation, Integrated Silicon Solution, Inc., and Semtech Corporation were among our top performers in this area. Traditional software companies generally produced strong returns, but Borland Software Corporation and Radiant Systems, Inc. were disappointing. Our holdings in the health care sector, which represented 22% of assets, greatly added value over the last year. Health care providers and service companies fared best, led by Coventry Health Care, Inc., United Surgical Partners International, Inc., and Omnicare, Inc. Our pharmaceutical and biotechnology holdings generally helped portfolio performance, but equipment and supply companies lagged somewhat due to weakness in Thoratec Corporation and ICU Medical, Inc., which were among our largest detractors. In the consumer discretionary sector, representing 18% of assets, most of our specialty retailers, particularly Cost Plus, Inc. and O'Reilly Automotive, Inc., contributed to our favorable results. Shares of restaurant operators were also robust, led by CEC Entertainment Inc., whose Chuck E. Cheese restaurants have done very well. Our media holdings lagged somewhat due to poor performance of Insight Communications Company, Inc. and Scholastic Corporation. In the industrials and business services category, which represents 14% of assets, education-related stocks such as University of Phoenix Online and Education Management Corporation enjoyed a meteoric rise in 2003. Such companies have benefited from rising tuition costs, as well as increased demand from workers who, in a sluggish job market, have been seeking to upgrade their skills and enhance their career prospects. /s/ Paul W. Wojcik Paul W. Wojcik Portfolio Manager T. Rowe Price Associates, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Small Cap 1 T. Rowe Price Small Cap - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Inception of 5/3/99 through 12/31/03 Initial Class Russell 2000 5/3/99 $10,000 $10,000 6/30/99 11,200 10,605 9/30/99 10,930 9,934 12/31/99 13,849 11,767 3/31/00 15,532 12,600 6/30/00 14,830 12,124 9/30/00 14,295 12,258 12/31/00 12,679 11,411 3/31/01 10,163 10,669 6/30/01 12,156 12,193 9/30/01 9,099 9,658 12/31/01 11,448 11,695 3/31/02 11,342 12,161 6/30/02 9,528 11,145 9/30/02 7,723 8,760 12/31/02 8,317 9,299 3/31/03 8,014 8,882 6/30/03 9,841 10,962 9/30/03 10,446 11,957 12/31/03 $11,671 $13,694 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year Inception Date ----------- ----------- ---------- Initial Class 40.40% 3.38% 5/3/99 Russell 2000(1) 47.25% 6.96% 5/3/99 - --------------- ----- ----- ------ Service Class - 34.42% 5/1/03 - --------------- ----- ----- ------ NOTES (1) The Russell 2000 (Russell 2000) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Investing in small cap stocks generally involves greater risk and volatility, therefore an investment in the fund may not be appropriate for everyone. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Small Cap 2 T. Rowe Price Small Cap - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ---------------------- --------------- COMMON STOCKS (98.9%) Air Transportation (1.6%) Atlantic Coast Airlines Holdings, Inc. (a) 96,500 $ 955 ExpressJet Holdings, Inc. (a) 72,500 1,088 Frontier Airlines, Inc. (a) 264,900 3,777 SkyWest, Inc. 170,900 3,097 Amusement & Recreation Services (1.2%) Alliance Gaming Corporation (a) 87,900 2,167 International Speedway Corporation-Class A 10,900 487 Mandalay Resort Group 25,800 1,154 Station Casinos, Inc. 61,500 1,884 Westwood One, Inc. (a) 24,700 845 Apparel & Accessory Stores (1.9%) AnnTaylor, Inc. (a) 42,650 1,663 Christopher & Banks Corporation 117,100 2,287 Hot Topic, Inc. (a) 72,400 2,133 Pacific Sunwear of California, Inc. (a) 73,493 1,552 Ross Stores, Inc. (b) 86,200 2,278 Talbots, Inc. (The) 15,900 489 Apparel Products (0.3%) Too, Inc. (a)(b) 94,300 1,592 Auto Repair, Services & Parking (0.4%) Dollar Thrifty Automotive Group, Inc. (a) 79,700 2,067 Automotive (1.0%) Gentex Corporation 61,000 2,694 Oshkosh Truck Corporation 57,700 2,944 Automotive Dealers & Service Stations (1.0%) Group 1 Automotive, Inc. (a) 54,500 1,972 O'Reilly Automotive, Inc. (a) 77,600 2,977 Sonic Automotive, Inc. 25,300 580 Beverages (0.2%) Boston Beer Company, Inc. (The)-Class A (a) 48,800 885 Business Services (3.2%) Catalina Marketing Corporation (a) 28,600 577 ChoicePoint Inc. (a) 77,600 2,956 Digital Insight Corporation (a)(b) 151,600 3,775 Fair, Isaac and Company, Incorporated 72,356 3,557 Getty Images, Inc. (a) 42,100 2,110 Rent-A-Center, Inc. (a) 75,950 2,269 Valassis Communications, Inc. (a) 22,900 672 Websense, Inc. (a)(b) 52,600 1,538 Chemicals & Allied Products (0.3%) ATMI, Inc. (a) 73,300 1,696 Commercial Banks (2.3%) Boston Private Financial Holdings, Inc. 98,600 2,449 Community First Bankshares, Inc. 53,600 1,551 Shares Value ---------------------- --------------- Commercial Banks (continued) East West Bancorp, Inc. 34,700 $ 1,863 Silicon Valley Bancshares (a) 35,900 1,295 Southwest Bancorporation of Texas, Inc. (b) 48,900 1,900 UCBH Holdings, Inc. 91,900 3,581 Communication (0.5%) Global Payments Inc. 44,760 2,109 Insight Communications Company, Inc. (a)(b) 43,800 452 Communications Equipment (2.4%) Advanced Fibre Communications, Inc. (a) 98,300 1,981 Anaren Microwave, Inc. (a) 70,100 990 Centillium Communications, Inc. (a) 413,700 2,329 Inter-Tel, Incorporated 106,600 2,663 Plantronics, Inc. (a) 131,600 4,297 Powerwave Technologies, Inc. (a)(b) 92,000 704 Computer & Data Processing Services (8.8%) Activision, Inc. (a) 106,400 1,936 Actuate Corporation (a) 178,200 554 Affiliated Computer Services, Inc.- Class A (a)(b) 25,200 1,372 BARRA, Inc. 55,500 1,970 Borland Software Corporation (a) 187,200 1,821 CACI International Inc.-Class A (a) 50,500 2,455 Cognizant Technology Solutions Corporation (a) 29,300 1,337 Computer Programs and Systems, Inc. 217,800 4,382 Concord Communications, Inc. (a) 55,500 1,108 EarthLink, Inc. (a) 139,200 1,392 EPIQ Systems, Inc. (a) 31,300 536 F5 Networks, Inc. (a) 29,000 728 FactSet Research Systems Inc. (b) 68,100 2,602 Henry (Jack) & Associates, Inc. 76,300 1,570 Hyperion Solutions Corporation (a) 74,400 2,242 Informatica Corporation (a) 94,700 975 InterCept, Inc. (a)(b) 43,800 495 Macromedia, Inc. (a) 18,900 337 MatrixOne, Inc. (a) 90,200 556 Mercury Interactive Corporation (a) 6,500 316 MTC Technologies, Inc. (a) 67,600 2,178 National Instruments Corporation (b) 45,000 2,046 Netegrity, Inc. (a)(b) 86,700 894 Network Associates, Inc. (a) 51,100 769 Packeteer, Inc. (a) 116,700 1,982 Radiant Systems, Inc. (a) 68,650 577 Red Hat, Inc. (a)(b) 65,900 1,237 SERENA Software, Inc. (a)(b) 151,900 2,787 SkillSoft PLC-ADR (a) 65,400 566 SRA International, Inc.-Class A (a) 80,000 3,448 Symantec Corporation (a)(b) 52,400 1,816 Titan Corporation (The) (a) 50,800 1,108 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Small Cap 3 T. Rowe Price Small Cap - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ---------------------- --------------- Computer & Office Equipment (1.8%) Avocent Corporation (a) 55,850 $ 2,040 Maxtor Corporation (a) 217,100 2,410 Polycom, Inc. (a) 114,712 2,239 SanDisk Corporation (a) 53,100 3,247 Construction (1.4%) D.R. Horton, Inc. 25,661 1,110 Insituform Technologies, Inc.-Class A (a)(b) 82,800 1,366 M.D.C. Holdings, Inc. (b) 29,990 1,934 Standard Pacific Corp. 20,000 971 Toll Brothers, Inc. (a) 58,500 2,326 Drug Stores & Proprietary Stores (0.7%) Omnicare, Inc. 95,300 3,849 Educational Services (3.3%) Career Education Corporation (a) 75,100 3,009 Corinthian Colleges, Inc. (a) 48,700 2,706 DeVRY Inc. (a) 106,000 2,664 Education Management Corporation (a) 128,800 3,998 ITT Educational Services, Inc. (a) 40,300 1,893 University of Phoenix Online (a) 54,333 3,745 Electrical Goods (0.1%) Hughes Supply, Inc. 12,100 600 Electronic & Other Electric Equipment (0.3%) Harman International Industries, Incorporated 25,400 1,879 Electronic Components & Accessories (6.5%) Aeroflex Incorporated (a) 308,800 3,610 AMIS Holdings, Inc. (a) 35,000 640 Exar Corporation (a) 103,100 1,761 Integrated Circuit Systems, Inc. (a) 78,400 2,234 Integrated Silicon Solution, Inc. (a) 123,800 1,940 Intersil Corporation-Class A 135,360 3,364 KEMET Corporation (a) 65,600 898 Kopin Corporation (a) 89,800 603 Lattice Semiconductor Corporation (a) 102,800 995 Mercury Computer Systems, Inc. (a) 116,700 2,906 Micrel, Incorporated (a) 66,600 1,038 Microchip Technology Incorporated 9,637 321 OmniVision Technologies, Inc. (a) 37,200 2,055 Pericom Semiconductor Corporation (a) 93,400 996 Plexus Corp. (a)(b) 140,400 2,411 REMEC, Inc. (a) 63,700 536 Semtech Corporation (a) 102,100 2,321 Silicon Storage Technology, Inc. (a) 111,200 1,223 Skyworks Solutions, Inc. (a) 75,000 653 Technitrol, Inc. (a) 72,000 1,493 Tessera Technologies, Inc. (a) 72,000 1,354 TriQuint Semiconductor, Inc. (a) 99,161 701 Zoran Corporation (a)(b) 71,882 1,250 Shares Value ---------------------- --------------- Environmental Services (0.7%) Stericycle, Inc. (a)(b) 40,700 $ 1,901 Waste Connections, Inc. (a) 54,100 2,043 Fabricated Metal Products (0.2%) Simpson Manufacturing Co., Inc. (a) 22,000 1,119 Food & Kindred Products (0.3%) American Italian Pasta Company- Class A (a)(b) 6,300 264 Horizon Organic Holding Corporation (a) 39,500 946 Peet's Coffee & Tea, Inc. (a) 29,700 517 Food Stores (0.3%) Whole Foods Market, Inc. (a)(b) 25,100 1,685 Furniture & Fixtures (0.2%) La-Z-Boy Incorporated 57,700 1,211 Furniture & Home Furnishings Stores (1.4%) Cost Plus, Inc. (a)(b) 86,650 3,553 Pier 1 Imports, Inc. 89,400 1,954 Williams-Sonoma, Inc. (a) 54,800 1,905 Health Services (4.1%) Accredo Health, Incorporated (a) 120,450 3,807 AMN Healthcare Services, Inc. (a)(b) 42,749 734 AmSurg Corp. (a) 47,400 1,796 Caremark Rx, Inc. (a)(b) 51,200 1,297 Community Health Systems, Inc. (a) 44,500 1,183 DaVita Inc. (a) 70,300 2,742 Hooper Holmes, Inc. 14,000 87 LifePoint Hospitals, Inc. (a)(b) 93,500 2,754 Manor Care, Inc. (b) 44,300 1,531 Odyssey HealthCare, Inc. (a)(b) 33,400 977 Renal Care Group, Inc. (a) 34,000 1,401 Triad Hospitals, Inc. (a) 27,900 928 United Surgical Partners International, Inc. (a)(b) 96,600 3,234 Holding & Other Investment Offices (0.3%) 4Kids Entertainment, Inc. (a) 10,600 276 Redwood Trust, Inc. (b) 25,600 1,302 Industrial Machinery & Equipment (3.7%) Cooper Cameron Corporation (a) 7,100 331 Cymer, Inc. (a)(b) 73,100 3,376 Engineered Support Systems, Inc. 76,900 4,235 FMC Technologies, Inc. (a) 29,900 697 National-Oilwell, Inc. (a) 51,400 1,149 Oil States International, Inc. (a) 79,500 1,108 Varco International Inc. (a) 77,200 1,593 Varian Semiconductor Equipment Associates, Inc. (a) 72,000 3,146 Zebra Technologies Corporation- Class A (a) 68,050 4,516 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Small Cap 4 T. Rowe Price Small Cap - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ---------------------- --------------- Instruments & Related Products (4.8%) August Technology Corporation (a) 51,800 $ 961 Avid Technology, Inc. (a) 50,700 2,434 Cognex Corporation 63,300 1,788 Coherent, Inc. (a) 44,600 1,061 Cohu, Inc. 54,200 1,038 Cytyc Corporation (a) 66,600 916 Dionex Corporation (a) 55,750 2,566 FLIR Systems, Inc. (a)(b) 83,900 3,062 Fossil, Inc. (a) 42,275 1,184 Herley Industries, Inc. (a) 61,300 1,269 Mettler-Toledo International Inc. (a) 23,100 975 Newport Corporation (a) 17,200 284 Pinnacle Systems, Inc. (a) 217,700 1,857 Rudolph Technologies, Inc. (a)(b) 24,700 606 SBS Technologies, Inc. (a) 56,800 836 STAAR Surgical Company (a) 165,000 1,858 Varian, Inc. (a) 79,300 3,309 Insurance (3.5%) Coventry Health Care, Inc. (a) 55,800 3,599 First Health Group Corp. (a) 121,400 2,362 Max Re Capital Ltd. 87,600 1,966 PMI Group, Inc. (The) 27,400 1,020 RenaissanceRe Holdings Ltd. (b) 56,400 2,766 StanCorp Financial Group, Inc. 27,600 1,735 Triad Guaranty Inc. (a) 70,900 3,570 WellChoice, Inc. (a) 59,900 2,067 Insurance Agents, Brokers & Service (0.6%) AdvancePCS (a) 34,700 1,827 Brown & Brown, Inc. (b) 42,300 1,379 Leather & Leather Products (0.2%) Timberland Company (The)-Class A (a) 22,400 1,166 Management Services (1.6%) Advisory Board Company (The) (a) 57,500 2,007 Corporate Executive Board Company (The) (a)(b) 101,500 4,737 Exult, Inc. (a)(b) 296,300 2,110 Manufacturing Industries (0.2%) JAKKS Pacific, Inc. (a) 50,400 663 Marvel Enterprises, Inc. (a)(b) 20,500 597 Medical Instruments & Supplies (3.8%) Advanced Neuromodulation Systems, Inc. (a)(b) 24,500 1,127 Apogent Technologies, Inc. (a) 64,800 1,493 Conceptus, Inc. (a)(b) 41,000 435 Cyberonics, Inc. (a)(b) 11,800 378 DENTSPLY International Inc. 43,600 1,969 ICU Medical, Inc. (a)(b) 70,400 2,413 INAMED Corporation (a) 71,650 3,443 Shares Value ---------------------- --------------- Medical Instruments & Supplies (continued) Mentor Corporation 21,800 $ 525 Respironics, Inc. (a) 70,100 3,161 STERIS Corporation (a) 162,200 3,666 Thoratec Corporation (a) 178,800 2,326 Mortgage Bankers & Brokers (0.2%) Doral Financial Corporation 40,425 1,305 Motion Pictures (0.9%) CNET Networks, Inc. (a) 82,100 560 Macrovision Corporation (a) 181,700 4,105 Oil & Gas Extraction (4.8%) Atwood Oceanics, Inc. (a) 7,400 236 Brown (Tom), Inc. (a) 106,300 3,428 Cabot Oil & Gas Corporation-Class A 54,100 1,588 Cal Dive International, Inc. (a) 106,800 2,575 Core Laboratories NV (a) 16,300 272 Evergreen Resources, Inc. (a)(b) 86,900 2,825 Global Industries, Ltd. (a) 210,400 1,084 Grey Wolf, Inc. (a) 664,500 2,485 Helmerich & Payne, Inc. 43,900 1,226 Key Energy Services, Inc. (a) 29,200 301 Patterson-UTI Energy, Inc. (a) 86,700 2,854 Pride International, Inc. (a)(b) 27,600 514 Spinnaker Exploration Company (a)(b) 56,700 1,830 Stone Energy Corporation (a) 58,100 2,466 Unit Corporation (a) 115,100 2,711 Personal Credit Institutions (0.1%) First Marblehead Corporation (a) 26,700 584 Pharmaceuticals (9.1%) Abgenix, Inc. (a) 78,900 983 Albany Molecular Research, Inc. (a) 79,200 1,190 Alkermes, Inc. (a) 64,000 864 Andrx Corporation-Andrx Group (a) 32,200 774 Bradley Pharmaceuticals, Inc. (a)(b) 20,300 516 Celgene Corporation (a) 41,200 1,855 Cephalon, Inc. (a)(b) 27,914 1,351 Charles River Laboratories, Inc. (a) 101,800 3,495 Digene Corporation (a) 44,900 1,800 Eon Labs, Inc. (a)(b) 57,700 2,940 Gilead Sciences, Inc. (a) 21,200 1,233 Human Genome Sciences, Inc. (a) 91,300 1,210 ICOS Corporation (a)(b) 49,400 2,039 IDEXX Laboratories, Inc. (a)(b) 16,500 764 Invitrogen Corporation (a) 45,800 3,206 K-V Pharmaceutical Company- Class A (a)(b) 90,700 2,313 Martek Biosciences Corp. (a)(b) 43,100 2,800 Medicis Pharmaceutical Corporation-Class A (b) 52,900 3,772 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Small Cap 5 T. Rowe Price Small Cap - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ---------------------- --------------- Pharmaceuticals (continued) Neurocrine Biosciences, Inc. (a)(b) 47,300 $ 2,580 Noven Pharmaceuticals, Inc. (a) 151,700 2,307 Pharmaceutical Resources, Inc. (a) 16,700 1,088 Priority Healthcare Corporation- Class B (a) 85,700 2,066 Protein Design Labs, Inc. (a)(b) 37,000 662 SICOR Inc. (a) 76,600 2,084 Taro Pharmaceutical Industries Ltd. (a) 44,200 2,851 Techne Corporation (a) 63,100 2,384 Vertex Pharmaceuticals Incorporated (a) 33,650 344 Primary Metal Industries (0.5%) Lone Star Technologies, Inc. (a) 45,700 730 Maverick Tube Corporation (a) 104,900 2,019 Printing & Publishing (0.7%) Scholastic Corporation (a)(b) 110,700 3,768 Radio & Television Broadcasting (1.9%) Cox Radio, Inc.-Class A (a) 79,300 2,001 Emmis Communications Corporation-Class A (a) 85,500 2,313 Entercom Communications Corp. (a) 17,800 943 Radio One, Inc.-Class D (a)(b) 157,400 3,038 Regent Communications, Inc. (a) 126,600 804 Spanish Broadcasting System, Inc. (a) 103,600 1,088 Radio, Television & Computer Stores (0.3%) GameStop Corp. (a) 39,100 603 Tweeter Home Entertainment Group, Inc. (a) 96,700 914 Ultimate Electronics, Inc. (a) 17,100 130 Research & Testing Services (1.2%) Forrester Research, Inc. (a) 124,800 2,230 Pharmaceutical Product Development, Inc. (a) 72,800 1,963 Symyx Technologies, Inc. (a) 111,700 2,295 Restaurants (2.6%) CEC Entertainment Inc. (a) 69,200 3,279 Cheesecake Factory Incorporated (The) (a)(b) 42,300 1,862 P.F. Chang's China Bistro, Inc. (a) 65,100 3,312 RARE Hospitality International, Inc. (a) 95,475 2,333 Ruby Tuesday, Inc. 59,100 1,684 Sonic Corp. (a) 54,175 1,659 Retail Trade (1.8%) A.C. Moore Arts & Crafts, Inc. (a) 125,800 2,423 Insight Enterprises, Inc. (a) 119,100 2,239 Michaels Stores, Inc. 36,900 1,631 PETsMART, Inc. 115,600 2,751 Schein (Henry), Inc. (a) 10,200 689 Shares Value ---------------------- --------------- Rubber & Misc. Plastic Products (0.5%) Entegris, Inc. (a) 152,200 $ 1,956 VANS, INC. (a) 79,700 909 Savings Institutions (0.4%) IndyMac Bancorp, Inc. (b) 70,800 2,109 Security & Commodity Brokers (2.2%) Affiliated Managers Group, Inc. (a)(b) 45,200 3,145 Eaton Vance Corp. 44,400 1,627 Investment Technology Group, Inc. (a) 65,450 1,057 Investors Financial Services Corp. 90,800 3,488 Legg Mason, Inc. 12,400 957 Waddell & Reed Financial, Inc.-Class A 70,450 1,653 Social Services (0.5%) Bright Horizons Family Solutions, Inc. (a) 65,000 2,730 Stone, Clay & Glass Products (0.2%) Cabot Microelectronics Corporation (a)(b) 23,781 1,165 Telecommunications (0.9%) Nextel Partners, Inc.-Class A (a)(b) 316,400 4,256 NII Holdings, Inc. (a)(b) 6,500 485 Transportation & Public Utilities (1.2%) Expeditors International of Washington, Inc. 9,000 339 Forward Air Corporation (a) 96,900 2,665 UTI Worldwide, Inc. 91,000 3,452 Trucking & Warehousing (1.2%) Covenant Transport, Inc.-Class A (a)(b) 66,400 1,262 Iron Mountain Incorporated (a)(b) 113,400 4,484 Swift Transportation Co., Inc. (a) 43,900 923 Variety Stores (0.5%) Dollar Tree Stores, Inc. (a) 29,650 891 Family Dollar Stores, Inc. 13,900 499 Fred's, Inc. (b) 39,350 1,219 Wholesale Trade Durable Goods (1.2%) Patterson Dental Company (a)(b) 46,300 2,971 SCP Pool Corporation (a) 113,425 3,707 Wholesale Trade Nondurable Goods (0.9%) Performance Food Group Company (a)(b) 38,400 1,389 SunOpta Inc. (a) 125,800 1,161 United Natural Foods, Inc. (a) 59,000 2,119 --------- Total Common Stocks (cost: $455,984) 539,810 --------- The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Small Cap 6 T. Rowe Price Small Cap - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts in thousands) Principal Value ----------------------- --------------- SHORT-TERM U.S. GOVERNMENT OBLIGATIONS (0.1%) U.S. Treasury Bill 1.02%, due 02/12/2004 $ 100 $ 100 0.99%, due 03/04/2004 200 200 --------- Total Short-Term U.S. Government Obligations (cost: $300) 300 --------- SECURITY LENDING COLLATERAL (16.0%) Debt (12.7%) Bank Notes (0.6%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 412 412 Fleet National Bank 1.00%, due 01/21/2004 1,543 1,543 National Bank of Commerce 1.19%, due 04/21/2004 1,286 1,286 Commercial Paper (3.3%) Compass Securitization-144A 1.08%, due 01/22/2004 772 772 Delaware Funding Corporation 1.08%, due 01/07/2004 513 513 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 772 772 1.09%, due 01/13/2004 514 514 1.08%, due 02/05/2004 1,027 1,027 General Electric Capital Corporation 1.09%, due 01/08/2004 1,283 1,283 1.09%, due 01/09/2004 772 772 1.08%, due 01/16/2004 1,024 1,024 Govco Incorporated-144A 1.07%, due 02/05/2004 1,285 1,285 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 1,284 1,284 1.09%, due 02/06/2004 1,284 1,284 1.10%, due 02/09/2004 750 750 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 1,284 1,284 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 772 772 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 1,491 1,491 1.08%, due 02/17/2004 2,566 2,566 Sheffield Receivables-144A 1.09%, due 01/21/2004 514 514 Euro Dollar Overnight (0.7%) BNP Paribas SA 0.97%, due 01/07/2004 2,572 2,571 Credit Agricole Indosuez 0.98%, due 01/02/2004 103 103 1.08%, due 01/06/2004 977 977 Principal Value ----------------------- --------------- Euro Dollar Terms (3.2%) Bank of Montreal 1.06%, due 01/15/2004 $ 502 $ 502 1.06%, due 02/17/2004 1,029 1,029 Bank of Scotland 1.06%, due 04/02/2004 772 772 Citigroup Inc. 1.10%, due 01/22/2004 772 772 1.09%, due 02/06/2004 1,029 1,029 Credit Agricole Indosuez 1.08%, due 01/28/2004 514 514 Den Danske Bank 1.08%, due 01/20/2004 2,572 2,571 1.02%, due 01/30/2004 1,286 1,286 Royal Bank of Canada 1.05%, due 02/27/2004 2,572 2,572 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 1,543 1,543 1.08%, due 01/15/2004 514 514 1.08%, due 01/20/2004 257 257 Svenska Handelsbanken AB 1.09%, due 01/15/2004 257 257 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 1,543 1,543 Wells Fargo & Company 1.04%, due 01/30/2004 2,058 2,058 Master Notes (0.9%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 1,029 1,029 1.14%, due 09/08/2004 1,543 1,543 Morgan Stanley 1.05%, due 06/21/2004 2,469 2,469 Medium Term Notes (0.6%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 2,572 2,572 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 772 772 Repurchase Agreements (3.4%)(c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $6,018 on 01/02/2004 6,018 6,018 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $8,179 on 01/02/2004 8,179 8,179 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $4,887 on 01/02/2004 4,887 4,887 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Small Cap 7 T. Rowe Price Small Cap - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value ------------ ------------ Investment Companies (3.3%) Money Market Funds (3.3%) American AAdvantage Select Fund 1-day yield of 1.00% 1,261,619 $ 1,262 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 3,080,336 3,080 Merrimac Cash Series Fund- Premium Class 1-day yield of 0.98% 13,394,321 13,394 --------- Total Security Lending Collateral (cost: $87,223) 87,223 --------- Total Investment Securities (cost: $543,507) $ 627,333 ========= SUMMARY: Investments, at value 115.0 % $ 627,333 Liabilities in excess of other assets (15.0)% (81,853) ----- --------- Net assets 100.0 % $ 545,480 ===== ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $84,168. (c) Cash collateral for the Repurchase Agreements, valued at $19,466, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: ADR American Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Small Cap 8 T. Rowe Price Small Cap - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $543,507) (including $84,168 of securities loaned) $627,333 Cash 6,322 Receivables: Investment securites sold 780 Interest 4 Dividends 110 Other 83 --------- 634,632 --------- Liabilities: Investment securities purchased 1,496 Accounts payable and accrued liabilities: Management and advisory fees 348 Distribution fees 1 Payable for collateral for securities on loan 87,223 Other 84 --------- 89,152 --------- Net Assets $545,480 ========= Net Assets Consist of: Capital stock, 100,000 shares authorized ($.01 par value) $ 488 Additional paid-in capital 474,816 Undistributed net investment income (loss) - Accumulated net realized gain (loss) from investment securities and futures contracts (13,650) Net unrealized appreciation (depreciation) on investment securities 83,826 --------- Net Assets $545,480 ========= Shares Outstanding: Initial Class 48,620 Service Class 138 Net Asset Value and Offering Price Per Share: Initial Class $ 11.19 Service Class 11.17 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 27 Dividends 685 Income from loaned securities-net 64 Less withholding taxes on foreign dividends (2) -------- 774 -------- Expenses: Management and advisory fees 2,169 Transfer agent fees 2 Printing and shareholder reports 57 Custody fees 44 Administration fees 20 Legal fees 3 Auditing and accounting fees 10 Directors fees 8 Other 4 Service fees: Service Class 1 -------- Total expenses 2,318 -------- Net Investment Income (Loss) (1,544) -------- Net Realized Gain (Loss) from: Investment securities (744) Futures contracts 770 -------- 26 -------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 98,000 Futures contracts 12 -------- 98,012 -------- Net Gain (Loss) on Investment Securities and Futures Contracts 98,038 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $96,494 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Small Cap 9 T. Rowe Price Small Cap - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ---------------- ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (1,544) $ (589) Net realized gain (loss) from investment securities and futures contracts 26 (9,409) Net unrealized appreciation (depreciation) on investment securities and futures contracts 98,012 (14,089) --------- --------- 96,494 (24,087) --------- --------- Distributions to Shareholders: From net investment income: Initial Class - - Service Class - - --------- --------- - - --------- --------- From net realized gains: Initial Class - - Service Class - - --------- --------- - - --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 390,168 128,054 Service Class 1,574 - --------- --------- 391,742 128,054 --------- --------- Dividends and distributions reinvested: Initial Class - - Service Class - - --------- --------- - - --------- --------- Cost of shares redeemed: Initial Class (57,908) (46,757) Service Class (157) - --------- --------- (58,065) (46,757) --------- --------- 333,677 81,297 --------- --------- Net increase (decrease) in net assets 430,171 57,210 --------- --------- Net Assets: Beginning of year 115,309 58,099 --------- --------- End of year $ 545,480 $ 115,309 ========= ========= Undistributed Net Investment Income (Loss) $ - $ - ========= ========= December 31, December 31, 2003 2002 ---------------- ---------------- Share Activity: Shares issued: Initial Class 40,429 14,455 Service Class 153 - --------- --------- 40,582 14,455 --------- --------- Shares issued-reinvested from distributions: Initial Class - - Service Class - - --------- --------- - - --------- --------- Shares redeemed: Initial Class (6,272) (5,289) Service Class (15) - --------- --------- (6,287) (5,289) --------- --------- Net increase (decrease) in shares outstanding 34,295 9,166 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Small Cap 10 T. Rowe Price Small Cap - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 7.97 $ (0.05) $ 3.27 $ 3.22 12/31/2002 10.97 (0.07) (2.93) (3.00) 12/31/2001 12.15 (0.08) (1.10) (1.18) 12/31/2000 13.41 (0.08) (1.04) (1.12) 12/31/1999 10.00 (0.03) 3.87 3.84 - --------------- ---------- ------- ------- -------- -------- Service Class 12/31/2003 8.31 (0.05) 2.91 2.86 - --------------- ---------- ------- ------- -------- -------- For a share outstanding throughout each period (a) -------------------------------------------------- Distributions --------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ---------- --------------- ---------- Initial Class $ - $ - $ - $ 11.19 - - - 7.97 - - - 10.97 (0.14) - (0.14) 12.15 (0.43) - (0.43) 13.41 - --------------- --------- --- --------- -------- Service Class - - - 11.17 - --------------- --------- --- --------- -------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 40.40% $ 543,942 0.80% 0.80% (0.54)% 17% 12/31/2002 (27.35) 115,309 0.96 0.96 (0.75) 39 12/31/2001 (9.71) 58,099 1.00 1.05 (0.73) 42 12/31/2000 (8.45) 30,024 1.00 1.14 (0.57) 65 12/31/1999 38.49 9,824 1.00 2.46 (0.44) 159 - --------------- ---------- ------ --------- ---- ---- ----- --- Service Class 12/31/2003 34.42 1,538 1.05 1.05 (0.74) 17 - --------------- ---------- ------ --------- ---- ---- ----- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-May 3, 1999 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Small Cap 11 T. Rowe Price Small Cap - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. T. Rowe Price Small Cap ("the Fund"), part of ATSF, began operations on May 3, 1999. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $27 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as on the Schedule of Investments. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Small Cap 12 T. Rowe Price Small Cap - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $37 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Futures contracts: The Fund may enter into futures contracts to manage exposure to market, interest rate or currency fluctuations. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. The primary risks associated with futures contracts are imperfect correlation between the change in market value of the securities held and the prices of futures contracts; the possibility of an illiquid market and inability of the counterparty to meet the contract terms. The underlying face amounts of any open futures contracts at December 31, 2003, if any, are listed in the Schedule of Investments. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (ie: through the asset allocation funds): Net % of Assets Net Assets ---------- ----------- Asset Allocation-Conservative Portfolio $ 23,312 4% Asset Allocation-Growth Portfolio 63,141 12% Asset Allocation-Moderate Portfolio 84,741 16% Asset Allocation-Moderate Growth Portfolio 108,994 20% -- 52% == Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.75% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. The sub-advisor, T. Rowe Price, has agreed to a pricing discount based on the aggregate assets that they manage in the ATSF and IDEX mutual funds. The amount of the discount received by the fund at December 31, 2003 was $16. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Small Cap 13 T. Rowe Price Small Cap - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $19. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 379,359 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 49,694 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (1,581) Undistributed net investment income (loss) 1,544 Undistributed net realized capital gains (loss) 37 The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ - ========= Undistributed Long-term Capital Gains $ - ========= Capital Loss Carryforward $ (12,124) ========= Post October Loss $ - ========= Net Unrealized Appreciation (Depreciation) $ 82,300 ========= The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 11 December 31, 2008 2,730 December 31, 2009 8,881 December 31, 2010 502 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 545,033 ========= Unrealized Appreciation $ 90,160 Unrealized (Depreciation) (7,860) --------- Net Unrealized Appreciation (Depreciation) $ 82,300 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Small Cap 14 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders T. Rowe Price Small Cap In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of T. Rowe Price Small Cap (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 T. Rowe Price Small Cap 15 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- MARKET ENVIRONMENT World financial markets ended the year with one of the best performances in three years despite a turbulent first half marked by geopolitical fears, economic uncertainties and the threat of SARS. Equity markets staged an impressive rally during the second half on a wave of investor enthusiasm following the end of the Iraq war and massive liquidity stimulus. The rally was further supported by evidence of a synchronized global recovery, as stronger demand emerged in Asia and Europe. Even news of Wall Street scandals in the fourth quarter, which in prior years would have sent markets reeling, could not deflate investor enthusiasm. In a reversal of fortune, the three-year bond rally came to an end when bond and equity returns decoupled in the third quarter. The 10-Year Treasury yield rose to 4.3% by year-end from a historic low of 3.1% in June as the specter of deflation faded. Defying most analysts' forecasts of single-digit equity returns for 2003, the Standard and Poor's 500 Composite Stock Index ("S&P 500") rose over 28%, while the Lehman Brothers Aggregate Bond Index returned 4.10% for the year. PERFORMANCE For the year ended December 31, 2003, Van Kampen Asset Allocation returned 21.08%. By comparison its primary benchmark, the S&P 500 and its secondary benchmark, the Lehman Brothers Intermediate U.S. Government/Credit Index returned 28.67% and 4.31%, respectively. STRATEGY REVIEW The portfolio provides active asset allocation management using equity and fixed-income strategies in a single portfolio. We shift assets as relative opportunities change by using as a starting point a neutral allocation of 65% equity, 30% fixed-income and 5% U.S. Treasury Bills. Our asset allocation team utilizes a variety of quantitative and qualitative measures to determine the relative attractiveness of global asset classes, markets, sectors, and styles. The portfolio's asset allocation decision was the largest contributor to performance. We entered the year with a overweight to equities based on attractive valuations and oversold sentiment. Overall, our constructive stance on equities was favorable for the year, as equities outperformed. The portfolio's opportunistic investments, particularly in Asia and emerging markets contributed strongly to results, as these regions outperformed the U.S. in the second half. These opportunistic regions benefited from excess liquidity and improved global growth. Within fixed income, exposure to high yield added significantly to returns. High yield bonds delivered stellar returns, highlighting investors' increased risk appetite and stronger economic growth. U.S. sector selection was the largest detractor from results. We approached the year with a pro-cyclical orientation, particularly overweight in technology that benefited the portfolio given technology's outperformance. However, during the second half we rotated from cyclicals to defensive sectors. Our sector allocation decision was not rewarded, as cyclicals remained the market leaders for the year. The current environment of strong growth accompanied by high liquidity historically has proven supportive for the economy, corporate profits and equities. While the Federal Reserve Board typically tightens monetary policy following such robust periods of growth, we believe a longer reprieve will be granted in this cycle given remaining uncertainties, particularly the weak labor market. With both valuations and economic dynamics favoring equities relative to bonds, we remain overweight in equities and underweight in bonds relative to the benchmark. We continue to search for areas outside the U.S. that offer favorable valuations and are more attractively priced for a moderate growth environment. We prefer Europe, except the United Kingdom, Japan, Hong Kong, and the emerging markets. Within U.S. sectors we have reduced exposure to higher beta sectors in favor of groups that offer more stable growth supported by high free cash flows, solid return on equity, strong sales growth, and relatively cheap valuations. /s/ Francine J. Bovich Francine J. Bovich /s/ Que T. Nguyen Que T. Nguyen Co-Portfolio Managers Morgan Stanley Investment Management Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 1 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Invested 12/31/93 through 12/31/03 Initial Class S&P 500 LBIGC 12/31/93 $10,000 $10,000 $10,000 3/31/94 9,699 9,622 9,797 6/30/94 9,331 9,662 9,738 9/30/94 9,584 10,133 9,818 12/31/94 9,472 10,132 9,807 3/31/95 9,879 11,117 10,237 6/30/95 10,898 12,177 10,749 9/30/95 11,584 13,144 10,926 12/31/95 11,642 13,934 11,311 3/31/96 12,157 14,682 11,216 6/30/96 12,653 15,340 11,287 9/30/96 13,075 15,814 11,487 12/31/96 13,716 17,132 11,768 3/31/97 13,483 17,592 11,755 6/30/97 15,283 20,661 12,101 9/30/97 16,264 22,208 12,428 12/31/97 16,478 22,845 12,694 3/31/98 18,234 26,029 12,892 6/30/98 18,741 26,889 13,135 9/30/98 16,944 24,219 13,725 12/31/98 19,508 29,373 13,766 3/31/99 20,497 30,836 13,739 6/30/99 21,437 33,009 13,685 9/30/99 21,318 30,950 13,811 12/31/99 24,658 35,553 13,819 3/31/00 26,511 36,368 14,026 6/30/00 25,983 35,404 14,264 9/30/00 25,792 35,061 14,674 12/31/00 23,195 32,319 15,217 3/31/01 20,539 28,490 15,732 6/30/01 21,777 30,156 15,838 9/30/01 19,968 25,732 16,567 12/31/01 21,558 28,481 16,581 3/31/02 21,146 28,560 16,544 6/30/02 19,146 24,735 17,132 9/30/02 16,764 20,465 17,908 12/31/02 18,027 22,189 18,211 3/31/03 17,634 21,489 18,486 6/30/03 19,766 24,797 18,989 9/30/03 20,196 25,453 18,985 12/31/03 $21,827 $28,550 $18,996 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years 10 years Inception Date ----------- ------------ ---------- ----------- ---------- Initial Class 21.08% 2.27% 8.12% 9.45% 4/8/91 S&P 500(1) 28.67% (0.57)% 11.06% 11.16% 4/8/91 LBIGC(1) 4.31% 6.65% 6.63% 7.38% 4/8/91 - ------ ----- ----- ----- ----- ------ Service Class - - - 16.14% 5/1/03 - --------------- ----- ----- ----- ----- ------ NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index and Lehman Brothers Intermediate U.S. Government/Credit (LBIGC) Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. The historical information of periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Endeavor Asset Allocation Portfolio of Endeavor Series Trust. Van Kampen has been the portfolio's sub-advisor since May 1, 1998. Prior to that date, a different firm managed the portfolio. Performance prior to May 1, 1998 is attributable to that firm. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 2 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts in thousands) Principal Value ---------------------- -------------- U.S. GOVERNMENT OBLIGATIONS (7.5%) U.S. Government Strips 0.00%, due 05/15/2011 $ 2,400 $ 1,778 U.S. Treasury Bond 5.00%, due 08/15/2011 3,400 3,638 8.13%, due 08/15/2019 1,200 1,621 8.13%, due 08/15/2021 875 1,193 7.63%, due 02/15/2025 150 198 6.13%, due 08/15/2029 150 170 U.S. Treasury Note 5.63%, due 05/15/2008 800 886 6.50%, due 02/15/2010 2,000 2,324 U.S. Treasury Note (b) 7.88%, due 11/15/2004 3,650 3,858 3.50%, due 11/15/2006 2,750 2,841 --------- Total U.S. Government Obligations (cost: $18,402) 18,507 --------- U.S. GOVERNMENT AGENCY OBLIGATIONS (15.2%) Fannie Mae 2.12%, due 10/25/2042 191 190 Fannie Mae-Conventional Pool 10.00%, due 11/01/2018 142 159 11.00%, due 09/01/2019 141 159 9.00%, due 07/01/2025 122 136 9.00%, due 04/01/2026 149 166 8.00%, due 10/01/2029 226 245 8.00%, due 01/01/2030 232 251 7.50%, due 02/01/2030 132 141 8.00%, due 03/01/2030 3 3 8.00%, due 03/01/2030 37 40 8.00%, due 04/01/2030 1 2 9.50%, due 04/01/2030 297 332 7.50%, due 05/01/2030 205 219 7.50%, due 06/01/2030 1 1 7.50%, due 06/01/2030 4 4 8.00%, due 06/01/2030 5 6 8.00%, due 06/01/2030 89 96 8.00%, due 07/01/2030 5 5 7.50%, due 07/01/2030 5 5 8.00%, due 07/01/2030 6 7 8.50%, due 07/01/2030 13 15 8.50%, due 07/01/2030 36 39 8.00%, due 07/01/2030 53 57 8.50%, due 07/01/2030 157 169 8.00%, due 08/01/2030 2 2 8.00%, due 08/01/2030 48 51 8.00%, due 09/01/2030 40 43 8.50%, due 09/01/2030 62 67 8.00%, due 10/01/2030 80 87 8.50%, due 10/01/2030 91 98 8.00%, due 12/01/2030 15 16 Principal Value ---------------------- -------------- 8.50%, due 12/01/2030 $ 31 $ 34 7.50%, due 12/01/2030 67 71 8.50%, due 12/01/2030 202 218 8.00%, due 01/01/2031 17 18 8.00%, due 01/01/2031 42 46 8.50%, due 01/01/2031 101 109 8.00%, due 01/01/2031 184 199 8.00%, due 02/01/2031 45 48 8.00%, due 02/01/2031 176 191 7.50%, due 03/01/2031 6 6 8.00%, due 04/01/2031 91 98 7.50%, due 07/01/2031 14 15 8.00%, due 08/01/2031 12 13 8.00%, due 11/01/2031 177 192 7.00%, due 02/01/2032 1,408 1,490 7.00%, due 04/01/2032 305 323 7.00%, due 04/01/2032 349 369 7.50%, due 05/01/2032 8 9 7.00%, due 05/01/2032 123 130 6.00%, due 01/01/2034 500 517 Fannie Mae-January TBA 5.00%, due 01/01/2019 1,200 1,224 4.50%, due 01/01/2019 1,200 1,201 5.50%, due 01/01/2019 1,450 1,502 5.50%, due 01/01/2034 1,650 1,671 6.00%, due 01/01/2034 2,350 2,429 7.00%, due 01/01/2034 2,925 3,096 6.50%, due 01/01/2034 8,500 8,888 Freddie Mac 5.13%, due 11/07/2013 555 553 6.50%, due 08/01/2029 623 653 6.50%, due 08/01/2033 369 386 Freddie Mac-Conventional Pool 9.50%, due 01/01/2017 117 130 Freddie Mac-Gold Pool 11.50%, due 05/01/2020 141 158 7.50%, due 06/01/2027 6 7 7.50%, due 11/01/2029 80 86 8.50%, due 03/01/2030 110 118 8.00%, due 06/01/2030 10 11 7.50%, due 07/01/2030 166 178 8.50%, due 08/01/2030 14 15 8.50%, due 08/01/2030 31 33 8.00%, due 09/01/2030 25 27 8.50%, due 10/01/2030 54 59 8.00%, due 11/01/2030 83 89 7.50%, due 01/01/2031 341 366 7.50%, due 06/01/2031 585 628 8.50%, due 07/01/2031 211 227 7.50%, due 09/01/2031 248 267 7.50%, due 12/01/2031 47 50 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 3 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ---------------------- -------------- Freddie Mac-Gold Pool (continued) 7.50%, due 03/01/2032 $ 248 $ 266 7.50%, due 04/01/2032 70 76 7.50%, due 05/01/2032 97 105 7.50%, due 06/01/2032 173 185 7.50%, due 10/01/2032 13 14 6.50%, due 11/01/2032 719 753 7.50%, due 11/01/2032 1,222 1,312 6.50%, due 08/01/2033 919 962 Freddie Mac-January TBA 5.00%, due 01/01/2019 600 611 7.50%, due 01/01/2031 150 161 Ginnie Mae-FHA/VA Pool 10.50%, due 12/15/2014 92 104 9.50%, due 04/15/2017 13 15 9.50%, due 05/15/2017 27 31 9.50%, due 08/15/2017 74 83 10.00%, due 08/15/2017 136 152 9.50%, due 10/15/2017 26 30 9.50%, due 11/15/2017 17 18 9.50%, due 12/15/2017 110 123 9.50%, due 07/15/2018 35 39 9.50%, due 10/15/2018 103 116 9.50%, due 09/15/2019 50 56 9.00%, due 12/15/2019 93 104 9.50%, due 06/15/2020 117 131 10.00%, due 12/15/2020 154 172 9.50%, due 12/15/2021 129 145 10.00%, due 07/15/2022 122 136 10.00%, due 02/15/2025 77 86 Ginnie Mae (g) 4.38%, due 02/20/2025 45 46 4.38%, due 03/20/2025 128 130 4.38%, due 04/20/2025 15 15 4.38%, due 05/20/2025 17 17 4.38%, due 06/20/2025 75 76 4.38%, due 06/20/2025 134 137 4.75%, due 07/20/2025 56 57 4.75%, due 09/20/2027 32 33 5.63%, due 10/20/2027 22 22 5.63%, due 11/20/2027 46 47 5.63%, due 12/20/2027 15 15 --------- Total U.S. Government Agency Obligations (cost: $37,190) 37,540 --------- ASSET-BACKED SECURITIES (1.7%) American Express Credit Account Master Trust 5.53%, due 10/15/2008 450 481 Chase Credit Card Master Trust 5.50%, due 11/17/2008 525 564 Citibank Credit Card Issuance Trust 7.45%, due 09/15/2007 185 200 Principal Value ---------------------- -------------- Citibank Credit Card Issuance Trust 6.88%, due 11/16/2009 $ 770 $ 877 DaimlerChrysler Auto Trust 7.23%, due 01/06/2005 129 129 DaimlerChrysler Auto Trust 2002-A 2.90%, due 12/06/2004 5 5 Harley-Davidson Motorcycle Trust 1.56%, due 05/15/2007 164 164 Honda Auto Receivables Owner Trust-Series 2003-1 1.46%, due 09/19/2005 236 236 MBNA Master Credit Card Trust 1999-B 5.90%, due 08/15/2011 285 314 MBNA Master Credit Card Trust 2000-A 7.35%, due 07/16/2007 540 574 MBNA Master Credit Card Trust 2000-I 6.90%, due 01/15/2008 270 291 Nissan Auto Receivables 2001-C Owner Trust 4.80%, due 02/15/2007 325 332 --------- Total Asset-Backed Securities (cost: $3,899) 4,167 --------- CORPORATE DEBT SECURITIES (5.9%) Aerospace (0.1%) Boeing Company (The) 6.63%, due 02/15/2038 70 73 Boeing Company (The) (b) 6.10%, due 03/01/2011 30 32 Goodrich Corporation 7.63%, due 12/15/2012 40 46 Lockheed Martin Corporation 8.50%, due 12/01/2029 15 20 7.75%, due 05/01/2026 35 42 Air Transportation (0.3%) America West Airlines, Inc. 7.10%, due 04/02/2021 261 277 Continental Airlines, Inc. 6.65%, due 09/15/2017 82 80 6.55%, due 02/02/2019 152 150 Southwest Airlines Co. 5.50%, due 11/01/2006 105 112 Automotive (0.3%) DaimlerChrysler North America Holding Corporation 7.30%, due 01/15/2012 115 128 8.50%, due 01/18/2031 100 119 Ford Motor Company 6.63%, due 10/01/2028 380 350 Honeywell International Inc. 6.13%, due 11/01/2011 95 104 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 4 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ---------------------- -------------- Business Credit Institutions (0.1%) CIT Group Inc. 2.88%, due 09/29/2006 $ 65 $ 65 Ford Motor Credit Company 7.25%, due 10/25/2011 80 87 Business Services (0.1%) Clear Channel Communications, Inc. 7.65%, due 09/15/2010 70 82 International Lease Finance Corporation 3.75%, due 08/01/2007 60 61 Chemicals & Allied Products (0.0%) ICI Wilmington Inc. 4.38%, due 12/01/2008 45 45 Commercial Banks (0.5%) Bank of New York Company, Inc. (The) 5.20%, due 07/01/2007 35 37 Bank One Corporation 6.00%, due 02/17/2009 185 203 Citicorp 6.75%, due 08/15/2005 70 76 6.38%, due 11/15/2008 285 315 FleetBoston Financial Corporation 7.25%, due 09/15/2005 130 141 MBNA Corporation 6.13%, due 03/01/2013 150 161 Morgan Chase & Co. (J.P.) 6.00%, due 02/15/2009 175 192 Wachovia Corporation 4.95%, due 11/01/2006 85 90 Communication (0.1%) Comcast Cable Communications, Inc. 6.75%, due 01/30/2011 30 33 Comcast Corporation 6.50%, due 01/15/2015 55 60 TCI Communications, Inc. 7.88%, due 02/15/2026 130 152 Computer & Data Processing Services (0.0%) Electronic Data Systems Corporation 7.13%, due 10/15/2009 35 37 Electronic Data Systems Corporation (h) 6.00%, due 08/01/2013 55 54 Construction (0.0%) Centex Corporation 7.88%, due 02/01/2011 50 59 Pulte Homes, Inc. 6.38%, due 05/15/2033 40 39 Department Stores (0.1%) Federated Department Stores, Inc. 8.50%, due 06/01/2010 80 98 Principal Value ---------------------- -------------- Department Stores (continued) May Department Stores Company (The) 9.75%, due 02/15/2021 $ 13 $ 17 6.70%, due 09/15/2028 145 150 Saks Incorporated 8.25%, due 11/15/2008 1 1 Saks Incorporated-144A 7.00%, due 12/01/2013 22 22 Drug Stores & Proprietary Stores (0.0%) CVS Corporation-144A 6.20%, due 10/10/2025 30 31 Electric Services (0.2%) Appalachian Power Company 5.95%, due 05/15/2033 20 19 Carolina Power & Light Company 5.13%, due 09/15/2013 90 91 Columbus Southern Power Company 4.40%, due 12/01/2010 10 10 6.60%, due 03/01/2033 50 54 Constellation Energy Group, Inc. 7.60%, due 04/01/2032 55 64 Detroit Edison Company (The) 6.13%, due 10/01/2010 55 60 Duke Energy Corporation 4.50%, due 04/01/2010 60 61 Entergy Gulf States, Inc.-144A 3.60%, due 06/01/2008 40 39 Ohio Power Company 6.60%, due 02/15/2033 35 38 TXU Energy Company LLC 7.00%, due 03/15/2013 45 50 Electric, Gas & Sanitary Services (0.1%) Cincinnati Gas & Electric Company (The) 5.70%, due 09/15/2012 50 53 5.40%, due 06/15/2033 25 23 5.38%, due 06/15/2033 20 18 Exelon Corporation 6.75%, due 05/01/2011 70 78 Public Service Electric and Gas Company 5.00%, due 01/01/2013 60 61 South Carolina Electric & Gas Company 5.30%, due 05/15/2033 30 28 Wisconsin Energy Corporation 6.20%, due 04/01/2033 25 25 Electronic & Other Electric Equipment (0.0%) Cooper Industries, Ltd. 5.25%, due 07/01/2007 85 91 Environmental Services (0.0%) Waste Management, Inc. 6.88%, due 05/15/2009 65 73 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 5 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Principal Value ---------------------- -------------- Food & Kindred Products (0.1%) Altria Group, Inc. 7.00%, due 11/04/2013 $ 35 $ 37 7.75%, due 01/15/2027 70 76 Kraft Foods, Inc. 5.63%, due 11/01/2011 15 16 6.25%, due 06/01/2012 55 60 Food Stores (0.0%) Albertson's, Inc. 7.50%, due 02/15/2011 55 63 Kroger Co. (The) 7.70%, due 06/01/2029 25 29 Gas Production & Distribution (0.1%) Consolidated Natural Gas Company 6.25%, due 11/01/2011 80 88 Texas Eastern Transmission Corporation 7.00%, due 07/15/2032 40 44 Holding & Other Investment Offices (1.1%) EOP Operating Limited Partnership 7.25%, due 06/15/2028 100 109 7.50%, due 04/19/2029 45 50 Simon Property Group, Inc. 6.38%, due 11/15/2007 55 61 TRAINS HY-2003-1-144A (g) 0.00%, due 05/15/2013 1,881 2,124 Vornado Realty Trust 5.63%, due 06/15/2007 60 64 Hotels & Other Lodging Places (0.1%) Hyatt Equities LLC-144A 6.88%, due 06/15/2007 95 102 Marriott International, Inc. (g) 7.00%, due 01/15/2008 140 156 Instruments & Related Products (0.0%) Raytheon Company 8.30%, due 03/01/2010 50 60 Insurance (0.2%) Aetna Inc. 7.88%, due 03/01/2011 160 189 CIGNA Corporation 7.00%, due 01/15/2011 55 62 Farmers Exchange Capital Insurance-144A 7.05%, due 07/15/2028 285 267 WellPoint Health Networks Inc. 6.38%, due 06/15/2006 90 98 Life Insurance (0.8%) AIG SunAmerica Global Financing VI-144A 6.30%, due 05/10/2011 390 432 AXA Financial, Inc. 6.50%, due 04/01/2008 170 189 Principal Value ---------------------- -------------- Life Insurance (continued) Hartford Life, Inc. 7.65%, due 06/15/2027 $ 205 $ 245 Nationwide Mutual Life Insurance Company-144A 8.25%, due 12/01/2031 300 361 Prudential Holdings LLC-144A 7.25%, due 12/18/2023 415 467 8.70%, due 12/18/2023 210 259 Lumber & Other Building Materials (0.0%) Lowe's Companies, Inc. 6.88%, due 02/15/2028 55 62 Lumber & Wood Products (0.1%) Weyerhaeuser Company 6.00%, due 08/01/2006 25 27 6.75%, due 03/15/2012 145 158 Mortgage-Backed (0.0%) Countrywide Home Loans, Inc. 3.25%, due 05/21/2008 125 123 Motion Pictures (0.0%) Time Warner Inc. 6.63%, due 05/15/2029 35 36 7.70%, due 05/01/2032 45 53 Oil & Gas Extraction (0.1%) Chesapeake Energy Corporation 8.13%, due 04/01/2011 29 32 Kerr-McGee Corporation 5.88%, due 09/15/2006 20 21 6.88%, due 09/15/2011 40 45 7.88%, due 09/15/2031 50 57 Paper & Allied Products (0.1%) International Paper Company 4.25%, due 01/15/2009 60 60 MeadWestvaco Corporation 6.85%, due 04/01/2012 105 115 Personal Credit Institutions (0.5%) American General Finance Corporation 4.63%, due 09/01/2010 90 91 General Electric Capital Corporation 4.25%, due 12/01/2010 50 50 6.75%, due 03/15/2032 170 188 General Motors Acceptance Corporation 4.50%, due 07/15/2006 45 46 6.88%, due 09/15/2011 310 334 8.00%, due 11/01/2031 35 39 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 6 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ---------------------- -------------- Personal Credit Institutions (continued) Household Finance Corporation 6.40%, due 06/17/2008 $ 70 $ 78 4.13%, due 12/15/2008 50 50 5.88%, due 02/01/2009 60 65 6.75%, due 05/15/2011 40 45 6.38%, due 10/15/2011 35 39 SLM Corporation 5.00%, due 10/01/2013 90 89 Personal Services (0.0%) Cendant Corporation 7.38%, due 01/15/2013 65 75 Petroleum Refining (0.1%) Amerada Hess Corporation 7.88%, due 10/01/2029 120 132 Conoco Inc. 6.95%, due 04/15/2029 135 153 Marathon Oil Corporation 6.80%, due 03/15/2032 65 70 Pharmaceuticals (0.0%) Schering-Plough Corporation (i) 5.30%, due 12/01/2013 40 41 Printing & Publishing (0.1%) News America Incorporated 7.30%, due 04/30/2028 200 223 Real Estate (0.2%) Rouse Company (The) 5.38%, due 11/26/2013 20 20 World Financial Properties, Inc.-144A 6.95%, due 09/01/2013 357 395 Rubber & Misc. Plastic Products (0.0%) Sealed Air Corporation-144A 5.63%, due 07/15/2013 60 61 Savings Institutions (0.1%) Washington Mutual, Inc. 8.25%, due 04/01/2010 205 246 Security & Commodity Brokers (0.1%) Goldman Sachs Group, Inc. (The) 6.88%, due 01/15/2011 160 182 5.25%, due 10/15/2013 60 61 Telecommunications (0.2%) AT&T Corp. 8.75%, due 11/15/2031 80 93 AT&T Wireless Services, Inc. 8.75%, due 03/01/2031 80 99 Verizon Communications Inc. 6.94%, due 04/15/2028 235 247 Principal Value ---------------------- -------------- Textile Mill Products (0.0%) Mohawk Industries, Inc. 7.20%, due 04/15/2012 $ 70 $ 80 --------- Total Corporate Debt Securities (cost: $13,642) 14,566 --------- Shares Value -------- ---------- PREFERRED STOCKS (0.1%) Motion Pictures (0.1%) News Corporation Limited (The)-ADR 4,300 $ 130 --------- Total Preferred Stocks (cost: $123) 130 --------- COMMON STOCKS (71.3%) Aerospace (0.7%) Boeing Company (The) 10,100 426 Lockheed Martin Corporation 4,900 252 Northrop Grumman Corporation 2,300 220 Textron Inc. 7,300 417 United Technologies Corporation 5,600 531 Air Transportation (0.2%) FedEx Corporation 3,500 236 Southwest Airlines Co. 9,800 158 Amusement & Recreation Services (0.3%) Disney (Walt) Company (The) 33,430 780 Harrah's Entertainment, Inc. 200 10 Apparel & Accessory Stores (0.2%) Abercrombie & Fitch Co.-Class A (a) 4,400 109 Chico's FAS, Inc. (a) 2,781 103 Gap, Inc. (The) 1,800 42 Limited, Inc. (The) 1,000 18 TJX Companies, Inc. (The) 6,250 138 Apparel Products (0.1%) Cintas Corporation 2,400 120 V.F. Corporation 300 13 Automotive (0.6%) Delphi Corporation 1,200 12 Ford Motor Company 3,700 59 General Motors Corporation 1,100 59 Harley-Davidson, Inc. (b) 600 29 Honda Motor Co., Ltd.-ADR 18,770 422 Honeywell International Inc. 10,600 354 Magna International Inc.-Class A 4,560 365 PACCAR Inc. 1,600 136 Automotive Dealers & Service Stations (0.0%) AutoNation, Inc. (a) 600 11 AutoZone, Inc. (a) 200 17 Beverages (2.0%) Anheuser-Busch Companies, Inc. 16,036 845 Cadbury Schweppes PLC-ADR 9,570 286 Coca-Cola Company (The) 46,004 2,335 Coca-Cola Enterprises Inc. 6,210 136 PepsiCo, Inc. 29,780 1,388 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 7 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Business Services (1.3%) Accenture Ltd (a) 12,250 $ 322 Clear Channel Communications, Inc. 13,550 635 eBay Inc. (a) 11,800 762 Equifax Inc. (b) 22,680 556 First Data Corporation 9,976 410 Interpublic Group of Companies, Inc. (The) (a)(b) 17,070 266 Moody's Corporation 2,100 127 Omnicom Group, Inc. 300 26 Robert Half International Inc. (a) 3,400 79 Chemicals & Allied Products (2.7%) Air Products and Chemicals, Inc. 2,400 127 Avon Products, Inc. 3,456 233 Bayer AG-ADR (b) 20,990 617 Clorox Company (The) 3,132 152 Colgate-Palmolive Company 11,664 584 Dow Chemical Company (The) 17,990 748 du Pont (E.I.) de Nemours and Company 14,990 688 Eastman Chemical Company 800 32 Ecolab Inc. 3,000 82 International Flavors & Fragrances Inc. 1,100 38 Monsanto Company 2,700 78 PPG Industries, Inc. 1,700 109 Praxair, Inc. 3,400 130 Procter & Gamble Company (The) 23,715 2,369 Rohm and Haas Company 2,200 94 Sherwin-Williams Company (The) 400 14 Sigma-Aldrich Corporation 800 46 Smith International, Inc. (a) 6,710 279 Commercial Banks (4.4%) AmSouth Bancorporation 2,300 56 Bank of America Corporation 9,500 764 Bank of New York Company, Inc. (The) 12,650 419 Bank One Corporation 13,190 601 Citigroup Inc. 79,848 3,876 Comerica Incorporated 4,400 247 Concord EFS, Inc. (a) 2,984 44 Fifth Third Bancorp 2,000 118 FleetBoston Financial Corporation 500 22 Marshall & Ilsley Corporation 1,300 50 MBNA Corporation 29,850 742 Mellon Financial Corporation 8,000 257 Morgan Chase & Co. (J.P.) 19,030 699 National City Corporation 1,700 58 Northern Trust Corporation 700 32 PNC Financial Services Group, Inc. (The) 12,280 672 Regions Financial Corporation 1,800 67 SouthTrust Corporation 2,000 65 State Street Corporation 1,900 99 SunTrust Banks, Inc. 1,000 72 Synovus Financial Corp. 1,900 55 U.S. Bancorp 12,500 372 Wachovia Corporation 12,100 564 Wells Fargo & Company 13,150 774 Shares Value -------------------- --------------- Communication (0.4%) Comcast Corporation-Class A (a) 4,300 $ 141 Echostar Communications Corporation-Class A (a) 7,200 245 Viacom, Inc.-Class B 12,640 561 Communications Equipment (0.5%) Avaya Inc. (a) 2,765 36 Corning Incorporated (a)(b) 8,238 86 Lucent Technologies Inc. (a)(b) 17,937 51 Motorola, Inc. 15,273 215 Nokia Oyj-ADR 21,220 361 QUALCOMM Incorporated 9,342 504 Rockwell Collins, Inc. 2,300 69 Scientific-Atlanta, Inc. 1,253 34 Computer & Data Processing Services (3.1%) Adobe Systems Incorporated 1,475 58 Automatic Data Processing, Inc. 11,449 453 BMC Software, Inc. (a) 1,286 24 Citrix Systems, Inc. (a) 1,121 24 Computer Associates International, Inc. 3,542 97 Computer Sciences Corporation (a) 6,758 299 Electronic Arts Inc. (a) 1,804 86 Electronic Data Systems Corporation 3,025 74 Fiserv, Inc. (a) 1,121 44 Intuit Inc. (a) 1,282 68 Mercury Interactive Corporation (a)(b) 7,400 360 Microsoft Corporation 134,831 3,712 Novell, Inc. (a) 20,900 220 Oracle Corporation (a) 56,594 747 PeopleSoft, Inc. (a) 9,600 219 Sabre Holdings Corporation 1,112 24 Siebel Systems, Inc. (a) 3,420 47 SunGard Data Systems Inc. (a) 1,685 47 Symantec Corporation (a) 1,944 67 Unisys Corporation (a) 1,972 29 VERITAS Software Corporation (a) 8,810 327 Yahoo! Inc. (a) 11,550 522 Computer & Office Equipment (2.5%) Apple Computer, Inc. (a) 2,319 50 Cisco Systems, Inc. (a) 79,855 1,940 Dell Computer Corporation (a) 30,191 1,025 EMC Corporation (a) 24,654 319 Hewlett-Packard Company 39,990 919 International Business Machines Corporation 14,570 1,350 Juniper Networks, Inc. (a)(b) 4,300 80 Lexmark International Group, Inc. (a) 963 76 NCR Corporation (a) 685 27 Network Appliance, Inc. (a) 12,839 264 Pitney Bowes Inc. 3,200 130 SanDisk Corporation (a) 1,300 79 Seagate Technology, Inc. (a)(j) 36,900 (f) Sun Microsystems, Inc. (a) 21,272 96 Xerox Corporation (a)(b) 4,999 69 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 8 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Construction (0.0%) Centex Corporation 200 $ 22 Pulte Corporation 200 19 Department Stores (0.0%) Federated Department Stores, Inc. 400 19 J.C. Penney Company, Inc. (b) 500 13 Kohl's Corporation (a) 600 27 May Department Stores Company (The) 500 15 Sears, Roebuck and Co. 500 23 Drug Stores & Proprietary Stores (0.3%) CVS Corporation 5,707 206 Medco Health Solutions, Inc. (a) 1,810 62 Walgreen Co. 16,271 592 Educational Services (0.1%) Apollo Group, Inc.-Class A (a) 5,250 357 Electric Services (0.5%) AES Corporation (The) (a) 1,700 16 American Electric Power Company, Inc. 1,100 34 Constellation Energy Group, Inc. 400 16 Dominion Resources, Inc. 1,100 70 DTE Energy Company 400 16 Duke Energy Corporation 2,800 57 Edison International (a) 13,610 298 Entergy Corporation 5,300 303 FirstEnergy Corp. 7,920 279 FPL Group, Inc. 400 26 PPL Corporation 400 18 Progress Energy, Inc. 600 27 Southern Company (The) 2,100 64 TXU Corp. 1,100 26 Electric, Gas & Sanitary Services (0.2%) Ameren Corporation 400 18 Cinergy Corp. 400 16 Consolidated Edison, Inc. 600 26 Exelon Corporation 5,790 384 NiSource Inc. 800 18 PG&E Corporation (a)(b) 1,300 36 Public Service Enterprise Group Incorporated 600 26 Sempra Energy 600 18 Xcel Energy Inc. 1,100 19 Electronic & Other Electric Equipment (2.6%) American Power Conversion Corporation 3,700 90 Cooper Industries, Inc.-Class A 1,400 81 Eaton Corporation 1,100 119 Emerson Electric Co. 9,000 583 General Electric Company 175,725 5,444 Whirlpool Corp. 200 15 Electronic Components & Accessories (2.4%) Advanced Micro Devices, Inc. (a) 1,712 26 Altera Corporation (a) 2,830 64 Amphenol Corporation-Class A (a) 1,900 121 Shares Value -------------------- --------------- Electronic Components & Accessories (continued) Analog Devices, Inc. 12,495 $ 570 Broadcom Corporation-Class A (a)(b) 4,752 162 Intel Corporation 72,681 2,340 Jabil Circuit, Inc. (a) 1,488 42 JDS Uniphase Corporation (a) 10,195 37 Linear Technology Corporation 9,306 392 LSI Logic Corporation (a)(b) 1,797 16 Marvell Technology Group Ltd. (a) 5,500 209 Maxim Integrated Products 4,335 216 Micron Technology, Inc. (a) 4,010 54 Molex Incorporated 1,559 54 National Semiconductor Corporation (a) 1,310 52 QLogic Corporation (a) 832 43 Sanmina Corporation (a)(b) 970 12 Solectron Corporation (a) 4,915 29 Texas Instruments Incorporated 21,847 642 Tyco International Ltd. 24,000 636 Xilinx, Inc. (a) 4,366 169 Environmental Services (0.1%) Waste Management, Inc. 7,300 216 Fabricated Metal Products (0.4%) Fortune Brands, Inc. 300 21 Gillette Company (The) 14,156 520 Parker-Hannifin Corporation 8,040 478 Finance (9.1%) iShares MSCI Emerging Markets Index (b) 36,700 6,016 iShares MSCI EMU Index Fund-ETF (b) 62,800 3,846 iShares MSCI Hong Kong Index Fund (b) 247,900 2,478 iShares MSCI Japan Index Fund (b) 850,200 8,196 iShares S&P 500 Europe 350 Fund (b) 24,600 1,582 Food & Kindred Products (1.9%) Altria Group, Inc. (b) 43,449 2,364 Archer Daniels Midland Co. 10,092 154 Campbell Soup Company 5,675 152 ConAgra Foods, Inc. 7,390 195 General Mills, Inc. 4,898 222 Heinz (H.J.) Company 5,424 198 Hershey Foods Corporation 1,899 146 Kellogg Company 5,952 227 Kraft Foods, Inc.-Class A (b) 7,630 246 Nestle SA-ADR 3,980 249 Sara Lee Corporation 10,805 235 Wrigley (Wm.) Jr. Company 3,295 185 Food Stores (0.3%) Albertson's, Inc. (b) 5,303 120 Kroger Co. (The) (a) 30,283 561 Safeway Inc. (a) 6,489 142 Furniture & Fixtures (0.0%) Johnson Controls, Inc. 200 23 Furniture & Home Furnishings Stores (0.1%) Bed Bath & Beyond Inc. (a) 5,150 223 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 9 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Gas Production & Distribution (0.0%) El Paso Corporation 1,700 $ 14 KeySpan Corporation 400 15 Kinder Morgan, Inc. 400 24 Williams Companies, Inc. (The) 1,700 17 Health Services (0.2%) Caremark Rx, Inc. (a)(b) 5,300 134 Tenet Healthcare Corporation (a) 29,120 467 Holding & Other Investment Offices (0.1%) Equity Office Properties Trust 6,500 186 Equity Residential 4,400 130 Hotels & Other Lodging Places (0.6%) Hilton Hotels Corporation 40,060 686 Marriott International, Inc.-Class A 5,000 231 Starwood Hotels & Resorts Worldwide, Inc. 17,530 631 Industrial Machinery & Equipment (1.1%) American Standard Companies Inc. (a) 900 91 Applied Materials, Inc. (a) 23,802 534 Baker Hughes Incorporated 10,599 341 Caterpillar, Inc. 4,400 365 Deere & Company 2,800 182 Dover Corporation 2,800 111 Illinois Tool Works Inc. 4,000 336 Ingersoll-Rand Company-Class A 8,740 593 ITT Industries, Inc. 1,100 82 Novellus Systems, Inc. (a) 4,109 173 Instruments & Related Products (0.5%) Agilent Technologies, Inc. (a) 3,032 89 Bausch & Lomb Incorporated 9,630 500 Danaher Corporation 1,900 174 Eastman Kodak Company 500 13 KLA-Tencor Corporation (a) 1,361 80 Raytheon Company 5,900 177 Rockwell International Corporation 2,800 100 Teradyne, Inc. (a) 1,223 31 Thermo Electron Corporation (a) 950 24 Waters Corporation (a) 996 33 Insurance (2.9%) ACE Limited 9,900 410 Aetna Inc. 1,100 74 Allstate Corporation (The) 9,000 387 American International Group, Inc. 44,125 2,924 Anthem, Inc. (a)(b) 4,080 306 Chubb Corporation 13,200 899 CIGNA Corporation 3,410 196 Principal Financial Group, Inc. 2,900 96 Progressive Corporation (The) 4,100 343 St. Paul Companies, Inc. (The) (b) 6,000 238 Travelers Property Casualty Corp.-Class A 31,651 531 Travelers Property Casualty Corp.-Class B 10,300 175 UnitedHealth Group Incorporated 7,950 463 WellPoint Health Networks Inc. (a) 400 39 Shares Value -------------------- --------------- Insurance Agents, Brokers & Service (0.6%) Hartford Financial Services Group, Inc. (The) 11,470 $ 677 Marsh & McLennan Companies, Inc. 11,000 527 MetLife, Inc. 10,630 358 Life Insurance (0.2%) Prudential Financial, Inc. 12,440 520 Lumber & Other Building Materials (0.4%) Home Depot, Inc. (The) 19,950 708 Lowe's Companies, Inc. 4,650 258 Lumber & Wood Products (0.2%) Georgia-Pacific Corporation 2,600 80 Masco Corporation 5,600 153 Weyerhaeuser Company 2,300 147 Management Services (0.1%) Paychex, Inc. 5,512 205 Manufacturing Industries (0.1%) International Game Technology 7,400 264 Mattel, Inc. 1,000 19 Medical Instruments & Supplies (0.9%) Baxter International Inc. 2,700 82 Becton, Dickinson and Company 1,400 58 Biomet, Incorporated (b) 900 33 Boston Scientific Corporation (a) 13,300 489 Guidant Corporation 4,200 253 INAMED Corporation (a) 1,635 79 Medtronic, Inc. 9,363 455 St. Jude Medical, Inc. (a) 3,950 242 Stryker Corporation 1,400 119 Zimmer Holdings, Inc. (a) 6,200 436 Metal Cans & Shipping Containers (0.0%) Ball Corporation 600 36 Metal Mining (0.3%) Freeport-McMoRan Copper & Gold Inc.-Class B 1,800 76 Newmont Mining Corporation 13,410 652 Mining (0.0%) Vulcan Materials Company 1,000 48 Motion Pictures (0.5%) Time Warner Inc. (a) 64,690 1,164 Motor Vehicles, Parts & Supplies (0.0%) Genuine Parts Company 500 17 Oil & Gas Extraction (2.0%) Anadarko Petroleum Corporation 4,754 243 Apache Corporation 3,851 312 BJ Services Company (a) 3,200 115 Burlington Resources Inc. 5,673 314 ConocoPhillips 18,825 1,234 Devon Energy Corporation 2,875 165 EOG Resources, Inc. 6,968 322 Halliburton Company 6,809 177 Kerr-McGee Corporation 100 5 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 10 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Oil & Gas Extraction (continued) Nabors Industries Ltd. (a) 2,800 $ 116 Occidental Petroleum Corporation 8,800 372 Schlumberger Limited 20,933 1,145 Transocean Inc. (a) 5,796 139 Unocal Corporation 5,015 185 Paper & Allied Products (1.2%) 3M Company 17,100 1,454 Avery Dennison Corporation (b) 1,600 90 International Paper Company 4,900 211 Kimberly-Clark Corporation 10,958 648 MeadWestvaco Corporation 2,100 62 Pactiv Corporation (a) 1,800 43 Temple-Inland Inc. 9,190 576 Personal Credit Institutions (0.1%) Capital One Financial Corporation (b) 5,100 313 Personal Services (0.2%) Block (H&R), Inc. (b) 2,300 127 Cendant Corporation (a) 13,400 298 Petroleum Refining (3.4%) Amerada Hess Corporation 300 16 BP PLC-ADR 18,610 918 ChevronTexaco Corporation 17,500 1,512 Exxon Mobil Corporation 131,900 5,408 Marathon Oil Corporation 7,300 242 Valero Energy Corporation 7,170 332 Pharmaceuticals (6.7%) Abbott Laboratories 20,788 969 Allergan, Inc. (b) 2,200 169 Amgen Inc. (a) 23,745 1,467 AstraZeneca PLC-ADR (b) 6,240 302 Biogen, Inc. (a) 5,310 195 Bristol-Myers Squibb Co. 54,520 1,559 Cardinal Health, Inc. 3,000 183 Chiron Corporation (a) 4,985 284 Forest Laboratories, Inc. (a) 4,900 303 Genzyme Corporation-General Division (a) 6,328 312 Gilead Sciences, Inc. (a) 1,875 109 Johnson & Johnson 42,675 2,205 King Pharmaceuticals, Inc. (a) 2,500 38 Lilly (Eli) and Company 13,600 956 McKesson HBOC, Inc. 1,700 55 Medimmune, Inc. (a) 6,100 155 Merck & Co., Inc. 25,075 1,158 Pfizer Inc. 119,336 4,216 Roche Holding AG-ADR 5,800 585 Schering-Plough Corporation 28,220 491 Wyeth 14,183 602 Primary Metal Industries (0.4%) Alcoa Inc. 9,100 346 Engelhard Corporation 1,500 45 Nucor Corporation 800 45 Phelps Dodge Corporation (a) 8,420 641 Shares Value -------------------- --------------- Printing & Publishing (0.1%) Gannett Co., Inc. 500 $ 45 Knight-Ridder, Inc. 200 15 McGraw-Hill Companies, Inc. (The) 300 21 New York Times Company (The)-Class A 300 14 Tribune Company 600 31 Radio & Television Broadcasting (0.1%) Univision Communications Inc.-Class A (a) 6,175 245 Radio, Television & Computer Stores (0.0%) Best Buy Co., Inc. 600 31 RadioShack Corporation 400 12 Railroads (0.6%) Burlington Northern Santa Fe Corporation 4,400 142 CSX Corporation 3,100 111 Norfolk Southern Corporation (b) 30,530 722 Union Pacific Corporation 8,320 578 Restaurants (0.7%) McDonald's Corporation 41,380 1,027 Starbucks Corporation (a) 8,500 281 YUM! Brands, Inc. (a) 10,765 370 Retail Trade (0.1%) Office Depot, Inc. (a) 600 10 Staples, Inc. (a) 1,000 27 Tiffany & Co. 4,310 195 Rubber & Misc. Plastic Products (0.0%) Newell Financial Trust I 500 11 NIKE, Inc.-Class B 500 34 Sealed Air Corporation (a) 900 49 Savings Institutions (0.1%) Washington Mutual, Inc. 4,000 160 Security & Commodity Brokers (2.4%) A.G. Edwards, Inc. 6,220 225 American Express Company 17,450 842 Bear Stearns Companies Inc. (The) 2,300 184 Franklin Resources, Inc. 4,700 245 Goldman Sachs Group, Inc. (The) 12,425 1,227 Lehman Brothers Holdings Inc. 18,800 1,452 Merrill Lynch & Co., Inc. (b) 20,500 1,202 Schwab (Charles) Corporation (The) 35,800 424 Telecommunications (3.8%) ALLTEL Corporation 8,100 377 AT&T Corp. (b) 18,900 384 AT&T Wireless Services, Inc. (a) 65,300 522 BellSouth Corporation 44,200 1,251 CenturyTel, Inc. 3,900 127 Nextel Communications, Inc.-Class A (a) 25,000 702 Qwest Communications International Inc. (a) 41,000 177 SBC Communications Inc. 79,000 2,060 Sprint Corporation (FON Group) 37,120 610 Sprint Corporation (PCS Group) (a) 25,300 142 Verizon Communications, Inc. 80,290 2,816 Tobacco Products (0.0%) UST Inc. 2,587 92 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 11 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------- --------- Transportation & Public Utilities (0.1%) InterActiveCorp (a)(b) 10,600 $ 360 Transportation Equipment (0.1%) General Dynamics Corporation 2,400 217 Trucking & Warehousing (0.5%) United Parcel Service, Inc.-Class B 16,800 1,252 U.S. Government Agencies (0.5%) Fannie Mae 9,750 732 Freddie Mac 10,580 617 Variety Stores (2.1%) Costco Wholesale Corporation (a) 6,342 236 Dollar General Corporation 600 13 Dollar Tree Stores, Inc. (a) 10,310 310 Family Dollar Stores, Inc. 400 14 Target Corporation 14,582 560 Wal-Mart Stores, Inc. 74,758 3,966 Water Transportation (0.3%) Carnival Corporation 18,000 715 Wholesale Trade Durable Goods (0.0% ) Grainger (W.W.), Inc. 1,100 52 Wholesale Trade Nondurable Goods (0.1%) SYSCO Corporation 9,392 350 --------- Total Common Stocks (cost: $152,935) 175,879 --------- Principal Value --------------------- --------------- SHORT-TERM U.S. GOVERNMENT OBLIGATIONS (0.2%) U.S. Treasury Bill (e) 1.00%, due 03/25/2004 $ 460 $ 459 --------- Total Short-Term U.S. Government Obligations (cost: $459) 459 --------- SHORT-TERM OBLIGATIONS (5.3%) Morgan Chase & Co. (J.P.)-Repurchase Agreement (d) 0.70%, due 01/02/2004 13,114 13,114 --------- Total Short-Term Obligations (cost: $13,114) 13,114 --------- SECURITY LENDING COLLATERAL (14.6%) Debt (11.6%) Bank Notes (0.5%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 170 170 Fleet National Bank 1.00%, due 01/21/2004 639 639 National Bank of Commerce 1.19%, due 04/21/2004 532 532 Commercial Paper (3.0%) Compass Securitization-144A 1.08%, due 01/22/2004 319 319 Delaware Funding Corporation 1.08%, due 01/07/2004 212 212 Principal Value --------------------- --------------- Commercial Paper (continued) Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 $ 319 $ 319 1.09%, due 01/13/2004 213 213 1.08%, due 02/05/2004 425 425 General Electric Capital Corporation 1.09%, due 01/08/2004 531 531 1.09%, due 01/09/2004 319 319 1.08%, due 01/16/2004 424 424 Govco Incorporated-144A 1.07%, due 02/05/2004 531 531 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 531 531 1.09%, due 02/06/2004 531 531 1.10%, due 02/09/2004 310 310 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 531 531 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 319 319 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 617 617 1.08%, due 02/17/2004 1,062 1,062 Sheffield Receivables-144A 1.09%, due 01/21/2004 213 213 Euro Dollar Overnight (0.6%) BNP Paribas SA 0.97%, due 01/07/2004 1,064 1,064 Credit Agricole Indosuez 0.98%, due 01/02/2004 43 43 1.08%, due 01/06/2004 404 404 Euro Dollar Terms (2.9%) Bank of Montreal 1.06%, due 01/15/2004 208 208 1.06%, due 02/17/2004 426 426 Bank of Scotland 1.06%, due 04/02/2004 319 319 Citigroup Inc. 1.10%, due 01/22/2004 319 319 1.09%, due 02/06/2004 426 426 Credit Agricole Indosuez 1.08%, due 01/28/2004 213 213 Den Danske Bank 1.08%, due 01/20/2004 1,064 1,064 1.02%, due 01/30/2004 532 532 Royal Bank of Canada 1.05%, due 02/27/2004 1,064 1,064 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 639 639 1.08%, due 01/15/2004 213 213 1.08%, due 01/20/2004 106 106 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 12 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ----------- ------------ Euro Dollar Terms (continued) Svenska Handelsbanken AB 1.09%, due 01/15/2004 $ 106 $ 106 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 639 639 Wells Fargo & Company 1.04%, due 01/30/2004 851 851 Master Notes (0.8%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 426 426 1.14%, due 09/08/2004 639 639 Morgan Stanley 1.05%, due 06/21/2004 1,022 1,022 Medium Term Notes (0.6%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 1,064 1,064 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 319 319 Repurchase Agreements (3.2%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $2,490 on 01/02/2004 2,490 2,490 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $3,385 on 01/02/2004 3,385 3,385 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $2,022 on 01/02/2004 2,022 2,022 Shares Value ------------ ----------- Investment Companies (3.0%) Money Market Funds (3.0%) American AAdvantage Select Fund 1-day yield of 1.00% 522,022 $ 522 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 1,274,555 1,275 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 5,542,188 5,542 -------- Total Security Lending Collateral (cost: $36,090) 36,090 -------- Total Investment Securities (cost: $275,854) $300,452 ======== SUMMARY: Investments, at value 121.8 % $ 300,452 Liabilities in excess of other assets (21.8)% (53,725) ----- --------- Net assets 100.0 % $ 246,727 ===== ========= FUTURES CONTRACTS: - ---------------------------------------------------------------------------------- Net Unrealized Settlement Appreciation Contracts Date Amount (Depreciation) ----------- ------------ -------------- --------------- CME E-Mini S&P 500 4 03/19/2004 $ 213 $ 9 LIFFE 10-Year U.S. Swap Note (31) 03/15/2004 (3,400) (1) S&P 500 Index (24) 03/18/2004 (6,411) (253) U.S. Treasury Long Bond 11 03/31/2004 1,193 9 U.S. Treasury Long Bond (4) 03/31/2004 (436) (1) 2-Year U.S. Treasury Note (25) 04/01/2004 (5,340) (11) 5-Year U.S. Treasury Note (161) 03/31/2004 (17,858) (114) 10-Year U.S. Treasury Note 28 03/31/2004 3,120 23 10-Year U.S. Treasury Note (18) 03/31/2004 (2,018) (3) --------- -------- $ (30,937) $ (342) ========= ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 13 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $34,813. (c) Cash collateral for the Repurchase Agreements, valued at $8,054, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) At December 31, 2003, repurchase agreements are collateralized by $9,908 U.S. Treasury Note (7.625%, due 02/15/2025) with a market value and accrued interest of $13,376. (e) At December 31, 2003, all or a portion of this security is segregated with the custodian to cover margin requirements for open futures contracts. The value of all securities segregated at December 31, 2003, is $454, in addition, cash in the amount of $112,000 is also segregated. (f) Value is less than $1. (g) Floating or variable rate note. Rate is listed as of December 31, 2003. (h) Security is stepbond. Coupon steps up or down by 50BP for each rating upgrade or downgrade by Standard and Poor's or Moody's for each notch below BBB+/A3. (i) Security is stepbond. Coupon steps up or down by 25BP for each rating upgrade or downgrade by Standard and Poor's or Moody's for each notch below A3/A-. (j) Security value is determined in good faith in accordance with procedures by the Fund's Board of Directors. Security is delisted. DEFINITIONS: ADR American Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2003, these securities aggregated $4,560 or 1.85% of the net assets of the fund. ETF Exchange-Traded Fund TBA Mortgage-backed securities traded under delayed delivery commitments. Income on TBA's are not earned until settlement date. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 14 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $275,854) (including $34,813 of securities loaned) $300,452 Cash 178 Receivables: Investment securities sold 3,513 Interest 549 Dividends 386 Other 30 --------- 305,108 --------- Liabilities: Investment securities purchased 22,047 Accounts payable and accrued liabilities: Management and advisory fees 167 Payable for collateral for securities on loan 36,090 Variation margin 40 Other 37 --------- 58,381 --------- Net Assets $246,727 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 162 Additional paid-in capital 252,560 Undistributed net investment income (loss) 3,909 Accumulated net realized gain (loss) from investment securities and futures contracts (34,160) Net unrealized appreciation (depreciation) on: Investment securities 24,598 Futures contracts (342) --------- Net Assets $246,727 ========= Shares Outstanding: Initial Class 16,155 Service Class 14 Net Asset Value and Offering Price Per Share: Initial Class $ 15.26 Service Class 15.51 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 2,880 Dividends 2,991 Income from loaned securities-net 49 Less withholding taxes on foreign dividends (4) -------- 5,916 -------- Expenses: Management and advisory fees 1,816 Transfer agent fees 2 Printing and shareholder reports 22 Custody fees 107 Administration fees 25 Legal fees 3 Auditing and accounting fees 12 Directors fees 10 Other 7 -------- Total expenses 2,004 -------- Net Investment Income (Loss) 3,912 -------- Net Realized Gain (Loss) from: Investment securities (3,702) Futures contracts (1,081) -------- (4,783) -------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities 46,470 Futures contracts 776 -------- 47,246 -------- Net Gain (Loss) on Investment Securities and Futures Contracts 42,463 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $46,375 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 15 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 3,912 $ 4,603 Net realized gain (loss) from investment securities and futures contracts (4,783) (17,176) Net unrealized appreciation (depreciation) on investment securities and futures contracts 47,246 (36,798) --------- --------- 46,375 (49,371) --------- --------- Distributions to Shareholders: From net investment income: Initial Class (4,602) (5,872) Service Class - - --------- --------- (4,602) (5,872) --------- --------- From net realized gains: Initial Class - - Service Class - - --------- --------- - - --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 7,084 38,284 Service Class 209 - --------- --------- 7,293 38,284 --------- --------- Dividends and distributions reinvested: Initial Class 4,602 5,872 Service Class - - --------- --------- 4,602 5,872 --------- --------- Cost of shares redeemed: Initial Class (50,293) (36,649) Service Class (3) - --------- --------- (50,296) (36,649) --------- --------- (38,401) 7,507 --------- --------- Net increase (decrease) in net assets 3,372 (47,736) --------- --------- Net Assets: Beginning of year 243,355 291,091 --------- --------- End of year $246,727 $ 243,355 ========= ========= Undistributed Net Investment Income (Loss) $ 3,909 $ 4,602 ========= ========= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 531 2,665 Service Class 14 - ---------- --------- 545 2,665 ---------- --------- Shares issued-reinvested from distributions: Initial Class 332 447 Service Class - - ---------- --------- 332 447 ---------- --------- Shares redeemed: Initial Class (3,640) (2,683) Service Class - - ---------- --------- (3,640) (2,683) ---------- --------- Net increase (decrease) in shares outstanding (2,763) 429 ========== ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 16 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 12.85 $ 0.22 $ 2.46 $ 2.68 12/31/2002 15.73 0.24 (2.81) (2.57) 12/31/2001 19.47 0.35 (1.64) (1.29) 12/31/2000 22.89 0.35 (1.60) (1.25) 12/31/1999 23.89 0.34 4.80 5.14 - --------------- ---------- --------- -------- -------- -------- Service Class 12/31/2003 13.37 0.13 2.03 2.16 - --------------- ---------- --------- -------- -------- -------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ (0.27) $ - $ (0.27) $ 15.26 (0.31) - (0.31) 12.85 (0.37) (2.08) (2.45) 15.73 (0.33) (1.84) (2.17) 19.47 (0.43) (5.71) (6.14) 22.89 - --------------- --------- --------- --------- --------- Service Class (0.02) - (0.02) 15.51 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 21.08% $ 246,502 0.83% 0.83% 1.62% 180% 12/31/2002 (16.38) 243,355 0.84 0.85 1.73 251 12/31/2001 (7.06) 291,091 0.86 0.92 1.95 221 12/31/2000 (5.93) 352,333 0.85 0.87 1.50 158 12/31/1999 26.39 414,926 0.84 0.87 1.58 220 - --------------- ---------- ------ --------- ---- ---- ---- --- Service Class 12/31/2003 16.14 225 1.08 1.08 1.31 180 - --------------- ---------- ------ --------- ---- ---- ---- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-April 8, 1991 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) For the year ended December 31, 2003, Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment advisor, if any, (see note 2). For the year ended December 31, 2002, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly. For the year ended December 31, 2001 and prior years, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly and credits allowed by the custodian. (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 17 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Van Kampen Asset Allocation ("the Fund"), part of ATSF, began operations as Endeavor Asset Allocation, a part of the Endeavor Series Trust, on April 8, 1991. The Fund became part of ATSF on May 1, 2002. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $21 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as in the Schedule of Investments. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 18 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $14 are included in net realized gains in the Statement of Operations. TBA purchase commitments: The Fund may enter into "TBA" (to be announced) purchase commitments to purchase securities for a fixed price at a future date, typically not to exceed 45 days. TBA purchase commitments are considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to settlement date, in addition to the risk of decline in the value of the Fund's other assets. Unsettled TBA purchase commitments are valued at the current value of the underlying securities, according to the procedures described under Security Valuations. TBA purchase commitments are included in the Schedule of Investments. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Futures contracts: The Fund may enter into futures contracts to manage exposure to market, interest rate or currency fluctuations. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. The primary risks associated with futures contracts are imperfect correlation between the change in market value of the securities held and the prices of futures contracts; the possibility of an illiquid market and inability of the counterparty to meet the contract terms. The underlying face amounts of any open futures contracts at December 31, 2003, are listed in the Schedule of Investments. Variation margin payable represents additional payments due in order to maintain the equity account at the required margin level. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.75% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit implemented on January 1, 2003: 0.84% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 19 Van Kampen Asset Allocation - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $8. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 148,356 U.S. Government 299,749 Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 193,147 U.S. Government 297,574 NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (66) Undistributed net investment income (loss) (3) Undistributed net realized capital gains (loss) 69 The tax character of distributions paid may differ from the character of distributions shown in the Statement of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 5,872 Long-term capital gains - 2003 Distributions paid from: Ordinary income 4,602 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 3,926 ========= Undistributed Long-term Capital Gains $ - ========= Capital Loss Carryforward $ (24,446) ========= Post October Loss $ - ========= Net Unrealized Appreciation (Depreciation) $ 14,541 ========= The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 5,141 December 31, 2009 7,473 December 31, 2010 11,832 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 285,911 ========= Unrealized Appreciation $ 19,357 Unrealized (Depreciation) (4,816) --------- Net Unrealized Appreciation (Depreciation) $ 14,541 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 20 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders Van Kampen Asset Allocation In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Van Kampen Asset Allocation (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Asset Allocation 21 Van Kampen Emerging Growth - -------------------------------------------------------------------------------- MARKET ENVIRONMENT Investor optimism marked the start of 2003, as the stock market advanced sharply in the early weeks of January. Unfortunately, the gains proved unsustainable as concerns about economic strength and accelerating global tensions heightened investors' risk aversion. The stock market languished through much of the first quarter until it became clear in mid-March that a U.S. led invasion of Iraq was imminent. Optimism that the war would be short and successful spurred an equity rally that would continue virtually uninterrupted through the end of 2003. Initially, this long awaited rally was driven largely by the beaten down technology and telecommunications sectors and by individual stocks that had suffered severe declines during the prolonged bear market. Accommodative monetary policy and fiscal stimuli that included a substantial tax reduction led to a more favorable economic environment. As the year progressed, economic data continued to improve, culminating in third quarter gross domestic product ("GDP") growth that was the strongest since 1984. As year-end approached, better-than-expected third quarter corporate earnings reports and improving consumer confidence also supported the stock market's continued advance. PERFORMANCE For the year ended December 31, 2003, Van Kampen Emerging Growth returned 28.15%. By comparison its primary benchmark, the Russell 1000 Growth Index and its secondary benchmark, the Standard and Poor's 500 Composite Stock Index returned 29.75% and 28.67%, respectively. STRATEGY REVIEW The portfolio's return was driven primarily by sector allocations. Stock selection also added to relative return. The most significant contribution to relative results came from the portfolio's consumer discretionary position where very strong performance from individual stocks was only slightly offset by the negative impact of the portfolio's overweight in the sector. The portfolio's healthcare holdings also had a positive effect on relative performance, mainly due to stock selection that far outpaced the index sector. Other favorable performance factors included an overweight and strong stock selection in telecommunications and an underweight in consumer staples stocks. Stock selection was weakest in the information technology sector; however, this was partially mitigated by the positive effect of the portfolio's substantial technology overweight. An overweight in the energy sector, as well as stock selection in the consumer staples, financial, and industrials sectors also detracted from relative return during the period. In the final quarter of the year, we slightly reduced the portfolio's average market capitalization and trimmed some of the portfolio's larger positions. We also increased the number of holdings, believing this would better position the portfolio for the fourth quarter. Specifically, we modestly reduced our allocation to biotechnology because we think growth in this sector could be slowing. Semi-conductors remained the portfolio's largest industry allocation, a position that has been reinforced by the sector's substantial gains this year. Finally, we reduced the portfolio's cyclical exposure due to our expectation that recent strong performance may not be sustained in upcoming quarters. Gary M. Lewis Portfolio Manager Van Kampen Asset Management, Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Emerging Growth 1 Van Kampen Emerging Growth - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Invested 12/31/93 through 12/31/03 Initial Class Russell 1000 S&P 500 12/31/93 $10,000 $10,000 $10,000 3/31/94 9,482 9,559 9,622 6/30/94 8,779 9,460 9,662 9/30/94 9,379 10,188 10,133 12/31/94 9,264 10,262 10,132 3/31/95 10,058 11,239 11,117 6/30/95 11,331 12,344 12,177 9/30/95 13,135 13,464 13,144 12/31/95 13,599 14,077 13,934 3/31/96 14,564 14,833 14,682 6/30/96 16,060 15,777 15,340 9/30/96 16,837 16,345 15,814 12/31/96 16,167 17,332 17,132 3/31/97 14,782 17,425 17,592 6/30/97 17,561 20,721 20,661 9/30/97 20,741 22,278 22,208 12/31/97 19,636 22,617 22,845 3/31/98 22,834 26,043 26,029 6/30/98 24,050 27,226 26,889 9/30/98 21,036 24,752 24,219 12/31/98 26,966 31,371 29,373 3/31/99 30,793 33,365 30,836 6/30/99 32,609 34,649 33,009 9/30/99 33,998 33,379 30,950 12/31/99 55,324 41,773 35,553 3/31/00 69,853 44,749 36,368 6/30/00 61,584 43,541 35,404 9/30/00 65,676 41,200 35,061 12/31/00 48,731 32,405 32,319 3/31/01 37,082 25,633 28,490 6/30/01 37,575 27,791 30,156 9/30/01 29,659 22,396 25,732 12/31/01 32,538 25,787 28,481 3/31/02 30,797 25,120 28,560 6/30/02 26,429 20,429 24,735 9/30/02 22,367 17,355 20,465 12/31/02 21,781 18,597 22,189 3/31/03 21,915 18,398 21,489 6/30/03 24,797 21,030 24,797 9/30/03 25,400 21,853 25,453 12/31/03 $27,913 $24,129 $28,550 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years 10 years Inception Date ----------- ------------ ---------- ----------- ---------- Initial Class 28.15% 0.69% 10.81% 12.20% 3/1/93 Russell 1000 Growth(1) 29.75% (5.11)% 9.21% 9.03% 3/1/93 S&P 500(1) 28.67% (0.57)% 11.06% 10.91% 3/1/93 - ---------------------- ----- ----- ----- ----- ------ Service Class - - - 20.25% 5/1/03 - ---------------------- ----- ----- ----- ----- ------ NOTES (1) The Standard and Poor's 500 Composite Stock (S&P 500) Index and Russell 1000 Growth (Russell 1000) Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. For reporting periods through December 31, 2002, the portfolio had selected S&P 500 Index as its benchmark measure; however, the Russell 1000 Growth is more appropriate for comparisons to the portfolio. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. Investing in emerging markets involves special considerations. These may include risks related to market and currency volatility, adverse social and political developments, and the relatively small size and lesser liquidity of these markets. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Emerging Growth 2 Van Kampen Emerging Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value --------------------- --------------- COMMON STOCKS (95.8%) Aerospace (0.9%) United Technologies Corporation 75,000 $ 7,108 Amusement & Recreation Services (1.6%) Disney (Walt) Company (The) 310,000 7,232 Mandalay Resort Group 105,000 4,696 Apparel & Accessory Stores (1.2%) Chico's FAS, Inc. (a)(b) 50,000 1,848 Gap, Inc. (The) (b) 305,000 7,079 Automotive (1.1%) General Motors Corporation 155,000 8,277 Automotive Dealers & Service Stations (0.4%) Advance Auto Parts, Inc. (a) 35,000 2,849 Beverages (1.0%) Coca-Cola Company (The) 155,000 7,866 Business Services (1.7%) eBay Inc. (a) 205,000 13,241 Chemicals & Allied Products (2.9%) Dow Chemical Company (The) 180,000 7,483 Procter & Gamble Company (The) 75,000 7,491 Smith International, Inc. (a) 180,000 7,474 Communications Equipment (2.3%) ADTRAN, Inc. 100,000 3,100 Corning Incorporated (a)(b) 720,000 7,510 QUALCOMM Incorporated 130,000 7,011 Computer & Data Processing Services (9.1%) Adobe Systems Incorporated 180,000 7,074 Cognizant Technology Solutions Corporation (a) 75,000 3,423 Electronic Arts Inc. (a)(b) 105,000 5,017 Microsoft Corporation 275,000 7,574 MicroStrategy Incorporated-Class A (a)(b) 4,253 223 MicroStrategy Incorporated-warrants, Expires 06/24/2007 3,216 1 SAP AG-ADR (b) 180,000 7,481 Symantec Corporation (a)(b) 260,000 9,009 VERITAS Software Corporation (a) 415,000 15,421 Yahoo! Inc. (a) 310,000 14,003 Computer & Office Equipment (7.6%) Cisco Systems, Inc. (a) 930,000 22,590 Dell Computer Corporation (a) 465,000 15,791 EMC Corporation (a) 615,000 7,946 Foundry Networks, Inc. (a) 155,000 4,241 Juniper Networks, Inc. (a)(b) 415,000 7,752 Construction (0.7%) Centex Corporation (b) 50,000 5,383 Shares Value --------------------- --------------- Drug Stores & Proprietary Stores (1.4%) CVS Corporation 105,000 $ 3,793 Walgreen Co. 180,000 6,548 Educational Services (1.0%) Apollo Group, Inc.-Class A (a) 107,500 7,310 Electronic & Other Electric Equipment (0.4%) Harman International Industries, Incorporated 40,000 2,959 Electronic Components & Accessories (13.3%) Analog Devices, Inc. 260,000 11,868 Broadcom Corporation-Class A (a)(b) 360,000 12,272 Intel Corporation 620,000 19,964 International Rectifier Corporation (a) 105,000 5,188 Linear Technology Corporation 180,000 7,573 Microchip Technology Incorporated 205,000 6,839 National Semiconductor Corporation (a) 210,000 8,276 OmniVision Technologies, Inc. (a)(b) 50,000 2,763 PMC-Sierra, Inc. (a)(b) 205,000 4,131 Texas Instruments Incorporated 415,000 12,192 Xilinx, Inc. (a) 260,000 10,071 Furniture & Home Furnishings Stores (1.1%) Bed Bath & Beyond Inc. (a) 130,000 5,636 Williams-Sonoma, Inc. (a) 80,000 2,782 Industrial Machinery & Equipment (4.4%) Applied Materials, Inc. (a) 515,000 11,561 Deere & Company 130,000 8,457 Lam Research Corporation (a) 155,000 5,007 Novellus Systems, Inc. (a) 205,000 8,620 Insurance (1.0%) UnitedHealth Group Incorporated 130,000 7,563 Leather & Leather Products (1.0%) Coach, Inc. (a) 210,000 7,928 Lumber & Other Building Materials (1.9%) Home Depot, Inc. (The) 210,000 7,453 Lowe's Companies, Inc. 130,000 7,201 Manufacturing Industries (2.0%) International Game Technology 420,000 14,994 Medical Instruments & Supplies (3.2%) Boston Scientific Corporation (a) 260,000 9,557 Stryker Corporation 50,000 4,251 Zimmer Holdings, Inc. (a) 155,000 10,911 Metal Mining (1.0%) Newmont Mining Corporation 155,000 7,535 Mortgage Bankers & Brokers (1.1%) Countrywide Credit Industries, Inc. 106,666 8,091 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Emerging Growth 3 Van Kampen Emerging Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value --------------------- --------------- Motion Pictures (0.5%) News Corporation Limited (The)-ADR (b) 105,000 $ 3,791 Oil & Gas Extraction (2.5%) Apache Corporation 95,000 7,705 Schlumberger Limited 155,000 8,482 XTO Energy, Inc. 105,000 2,972 Paper & Allied Products (1.2%) 3M Company 105,000 8,928 Personal Services (0.8%) Cendant Corporation (a) 285,000 6,347 Petroleum Refining (1.1%) ChevronTexaco Corporation 95,000 8,207 Pharmaceuticals (9.3%) Abbott Laboratories 55,000 2,563 Amgen Inc. (a) 65,000 4,017 Celgene Corporation (a) 130,000 5,853 Chiron Corporation (a)(b) 205,000 11,682 Forest Laboratories, Inc. (a) 105,000 6,489 Genentech, Inc. (a) 155,000 14,503 Genzyme Corporation-General Division (a) 105,000 5,181 Glaxo Wellcome PLC-ADR 70,000 3,263 Invitrogen Corporation (a) 60,000 4,200 Pfizer Inc. 205,000 7,243 Teva Pharmaceutical Industries Ltd.-ADR (b) 105,000 5,955 Primary Metal Industries (1.3%) Alcoa Inc. 260,000 9,879 Radio & Television Broadcasting (0.5%) Univision Communications Inc.-Class A (a) 100,000 3,969 Radio, Television & Computer Stores (1.4%) Best Buy Co., Inc. 205,000 10,708 Residential Building Construction (0.9%) Lennar Corporation (b) 75,000 7,200 Restaurants (2.6%) McDonald's Corporation 360,000 8,939 Starbucks Corporation (a) 205,000 6,777 Wendy's International, Inc. 105,000 4,120 Retail Trade (2.6%) Amazon.com, Inc. (a)(b) 210,000 11,053 Staples, Inc. (a) 260,000 7,098 Tiffany & Co. 40,000 1,808 Rubber & Misc. Plastic Products (1.2%) NIKE, Inc.-Class B 130,000 8,900 Security & Commodity Brokers (4.2%) American Express Company 105,000 5,064 Ameritrade Holding Corporation- Class A (a)(b) 210,000 2,955 Shares Value --------------------- --------------- Security & Commodity Brokers (continued) Goldman Sachs Group, Inc. (The) (b) 70,000 $ 6,911 Lehman Brothers Holdings Inc. 105,000 8,108 Merrill Lynch & Co., Inc. 155,000 9,091 Telecommunications (2.4%) Nextel Communications, Inc.-Class A (a) 660,000 18,520 --------- Total Common Stocks (cost: $589,406) 730,969 --------- Principal Value ----------- ------------ SECURITY LENDING COLLATERAL (8.7%) Debt (6.9%) Bank Notes (0.3%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 313 $ 313 Fleet National Bank 1.00%, due 01/21/2004 1,173 1,173 National Bank of Commerce 1.19%, due 04/21/2004 977 977 Commercial Paper (1.8%) Compass Securitization-144A 1.08%, due 01/22/2004 586 586 Delaware Funding Corporation 1.08%, due 01/07/2004 390 390 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 586 586 1.09%, due 01/13/2004 391 391 1.08%, due 02/05/2004 780 780 General Electric Capital Corporation 1.09%, due 01/08/2004 975 975 1.09%, due 01/09/2004 586 586 1.08%, due 01/16/2004 779 779 Govco Incorporated-144A 1.07%, due 02/05/2004 976 976 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 976 976 1.09%, due 02/06/2004 976 976 1.10%, due 02/09/2004 570 570 Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 976 976 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 586 586 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 1,133 1,133 1.08%, due 02/17/2004 1,951 1,951 Sheffield Receivables-144A 1.09%, due 01/21/2004 391 391 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Emerging Growth 4 Van Kampen Emerging Growth - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value --------------- --------------- Euro Dollar Overnight (0.4%) BNP Paribas SA 0.97%, due 01/07/2004 $ 1,956 $ 1,956 Credit Agricole Indosuez 0.98%, due 01/02/2004 78 78 1.08%, due 01/06/2004 743 743 Euro Dollar Terms (1.7%) Bank of Montreal 1.06%, due 01/15/2004 382 382 1.06%, due 02/17/2004 782 782 Bank of Scotland 1.06%, due 04/02/2004 586 586 Citigroup Inc. 1.10%, due 01/22/2004 586 586 1.09%, due 02/06/2004 782 782 Credit Agricole Indosuez 1.08%, due 01/28/2004 391 391 Den Danske Bank 1.08%, due 01/20/2004 1,956 1,956 1.02%, due 01/30/2004 977 977 Royal Bank of Canada 1.05%, due 02/27/2004 1,955 1,955 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 1,173 1,173 1.08%, due 01/15/2004 391 391 1.08%, due 01/20/2004 195 195 Svenska Handelsbanken AB 1.09%, due 01/15/2004 195 195 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 1,173 1,173 Wells Fargo & Company 1.04%, due 01/30/2004 1,564 1,564 Master Notes (0.5%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 782 782 1.14%, due 09/08/2004 1,173 1,173 Principal Value --------------- --------------- Master Notes (continued) Morgan Stanley 1.05%, due 06/21/2004 $ 1,877 $ 1,877 Medium Term Notes (0.3%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 1,956 1,956 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 586 586 Repurchase Agreements (1.9%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $4,576 on 01/02/2004 4,576 4,576 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $6,218 on 01/02/2004 6,218 6,218 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $3,715 on 01/02/2004 3,715 3,715 Shares Value ---------------- ------------ Investment Companies (1.8%) Money Market Funds (1.8%) American AAdvantage Select Fund 1-day yield of 1.00% 958,976 $ 959 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 2,341,411 2,341 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 10,181,230 10,181 --------- Total Security Lending Collateral (cost: $66,300) 66,300 --------- Total Investment Securities (cost: $655,706) $ 797,269 ========= SUMMARY: Investments, at value 104.5 % $ 797,269 Liabilities in excess of other assets (4.5)% (33,989) ---------- --------- Net assets 100.0 % $ 763,280 ========== ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $64,173. (c) Cash collateral for the Repurchase Agreements, valued at $14,796, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. DEFINITIONS: ADR American Depositary Receipt 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Emerging Growth 5 Van Kampen Emerging Growth - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $655,706) (including $64,173 of securities loaned) $ 797,269 Cash 32,537 Receivables: Investment securites sold 3,104 Interest 9 Dividends 255 Other 73 ----------- 833,247 ----------- Liabilities: Investment securities purchased 2,999 Accounts payable and accrued liabilities: Management and advisory fees 546 Payable for collateral for securities on loan 66,300 Other 122 ----------- 69,967 ----------- Net Assets $ 763,280 =========== Net Assets Consist of: Capital stock, 75,000 shares authorized ($.01 par value) $ 458 Additional paid-in capital 1,338,256 Undistributed net investment income (loss) - Accumulated net realized gain (loss) from investment securities (716,997) Net unrealized appreciation (depreciation) on investment securities 141,563 ----------- Net Assets $ 763,280 =========== Shares Outstanding: Initial Class 45,781 Service Class 33 Net Asset Value and Offering Price Per Share: Initial Class $ 16.66 Service Class 16.63 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 128 Dividends 3,081 Income from loaned securities-net 93 Less withholding taxes on foreign dividends (10) --------- 3,292 --------- Expenses: Management and advisory fees 5,625 Transfer agent fees 2 Printing and shareholder reports 241 Custody fees 70 Administration fees 20 Legal fees 9 Auditing and accounting fees 10 Directors fees 27 Other 15 --------- Total expenses 6,019 --------- Net Investment Income (Loss) (2,727) --------- Net Realized and Unrealized Gain (Loss): Realized gain (loss) from investment securities 34,818 Increase (decrease) in unrealized appreciation (depreciation) on investment securities 141,288 --------- Net Gain (Loss) on Investment Securities 176,106 --------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 173,379 ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Emerging Growth 6 Van Kampen Emerging Growth - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ------------------ ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ (2,727) $ (2,265) Net realized gain (loss) from investment securities 34,818 (271,665) Net unrealized appreciation (depreciation) on investment securities 141,288 (70,457) --------- --------- 173,379 (344,387) --------- --------- Distributions to Shareholders: From net investment income: Initial Class - (748) Service Class - - --------- --------- - (748) --------- --------- From net realized gains: Initial Class - - Service Class - - --------- --------- - - --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 57,182 141,441 Service Class 515 - --------- --------- 57,697 141,441 --------- --------- Dividends and distributions reinvested: Initial Class - 748 Service Class - - --------- --------- - 748 --------- --------- Cost of shares redeemed: Initial Class (120,214) (222,304) Service Class (9) - --------- --------- (120,223) (222,304) --------- --------- (62,526) (80,115) --------- --------- Net increase (decrease) in net assets 110,853 (425,250) --------- --------- Net Assets: Beginning of year 652,427 1,077,677 --------- --------- End of year $ 763,280 $ 652,427 ========= ========= Undistributed Net Investment Income (Loss) $ - $ - ========= ========= December 31, December 31, 2003 2002 ------------------ ---------------- Share Activity: Shares issued: Initial Class 4,016 8,856 Service Class 34 - ---------- --------- 4,050 8,856 ---------- --------- Shares issued-reinvested from distributions: Initial Class - 52 Service Class - - ---------- --------- - 52 ---------- --------- Shares redeemed: Initial Class (8,416) (14,158) Service Class (1) - ----------- --------- (8,417) (14,158) ---------- --------- Net increase (decrease) in shares outstanding (4,367) (5,250) ========== ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Emerging Growth 7 Van Kampen Emerging Growth - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 13.00 $ (0.06) $ 3.72 $ 3.66 12/31/2002 19.44 (0.04) (6.39) (6.43) 12/31/2001 29.66 0.01 (9.84) (9.83) 12/31/2000 46.01 (0.13) (4.55) (4.68) 12/31/1999 26.92 (0.15) 26.83 26.68 - --------------- ---------- --------- ---------- -------- -------- Service Class 12/31/2003 13.83 (0.06) 2.86 2.80 - --------------- ---------- --------- ---------- -------- -------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ - $ - $ - $ 16.66 (0.01) - (0.01) 13.00 (0.02) (0.37) (0.39) 19.44 (0.41) (11.26) (11.67) 29.66 (0.21) ( 7.38) (7.59) 46.01 - --------------- --------- --------- --------- --------- Service Class - - - 16.63 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 28.15% $ 762,732 0.86% 0.86% (0.39)% 171% 12/31/2002 (33.06) 652,427 0.88 0.88 (0.27) 231 12/31/2001 (33.23) 1,077,677 0.92 0.92 0.06 178 12/31/2000 (11.92) 1,840,848 0.85 0.85 (0.26) 121 12/31/1999 105.16 1,916,025 0.87 0.87 (0.44) 118 - --------------- ---------- ------ ----------- ---- ---- ----- --- Service Class 12/31/2003 20.25 548 1.12 1.12 (0.61) 171 - --------------- ---------- ------ ----------- ---- ---- ----- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-March 1, 1993 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any (see note 2). (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Emerging Growth 8 Van Kampen Emerging Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Van Kampen Emerging Growth ("the Fund"), part of ATSF, began operations on March 1, 1993. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $40 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as in the Schedule of Investments. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Emerging Growth 9 Van Kampen Emerging Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $308 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.80% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit: 1.00% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Brokerage commissions: Brokerage commissions incurred on security transactions placed with an affiliate of the sub-adviser for the year ended December 31, 2003, were $45. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $26. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Emerging Growth 10 Van Kampen Emerging Growth - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 1,140,035 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 1,175,520 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, net operating losses and capital loss carryforwards. Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (2,727) Undistributed net investment income (loss) 2,727 Undistributed net realized capital gains (loss) - The tax character of distributions paid may differ from the character of distributions shown in the Statement of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 748 Long-term capital gains - 2003 Distributions paid from: Ordinary income - Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ - =========== Undistributed Long-term Capital Gains $ - =========== Capital Loss Carryforward $ (714,273) =========== Post October Loss $ - =========== Net Unrealized Appreciation (Depreciation) $ 138,838 =========== The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - ---------------- ------------------ $ 429,131 December 31, 2009 285,142 December 31, 2010 The capital loss carryforward utilized during the period ended December 31, 2003 was $6,322. The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $ 658,431 ========= Unrealized Appreciation $ 141,937 Unrealized (Depreciation) (3,099) --------- Net Unrealized Appreciation (Depreciation) $ 138,838 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Emerging Growth 11 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders Van Kampen Emerging Growth In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Van Kampen Emerging Growth (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Emerging Growth 12 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- MARKET ENVIRONMENT In 2003, global equities posted their strongest gain in over 15 years. The Morgan Stanley Capital International World Index ("MSCI World") rose more than 33% and every MSCI country (20+) and sector (10) had positive performance. That said, gains came in spurts. In the first quarter, Europe, Japan and Hong Kong hit multi-year lows, followed by an amazingly strong second quarter and a third quarter pause, except for Japan and Asia. This was followed by a whopping 31% increase in Germany in the fourth quarter (20% for Europe overall) while Japan ended in line with its second quarter highs. PERFORMANCE For the year ended December 31, 2003, Van Kampen Active International Allocation returned 32.81%. By comparison its benchmark, the Morgan Stanley Capital International (EAFE) Index ("MSCI-EAFE") returned 39.17%. STRATEGY REVIEW For the year, the portfolio performed strongly but trailed the MSCI-EAFE. Basically, the portfolio, while we switched rapidly in late March/early April to being fully invested and more cyclical, was not able to make up the ground lost by being too defensively positioned when the global markets sprang out of the doldrums just prior to the beginnings of the Iraq War. For the fourth quarter, our overweight position in developed Asia, specifically Japan, Hong Kong and Singapore, detracted from relative returns while an allocation of roughly 3% of the total portfolio to some of the Asian emerging markets (Thailand, China and India) somewhat offset this, and contributed to performance. In Europe, an above benchmark allocation to Germany was positive, but was not enough to overcome the drag from an underweight position in the United Kingdom. From a sector perspective, overweight positions in materials and energy added to returns; underweight allocations to financials and telecommunication services detracted from portfolio performance. We reduced our overweight position in Asia except Japan over the course of the fourth quarter. We added to our positions in Continental Europe, particularly France and Germany. This resulted in a large part from a trip to Germany, wherein it became clear from policy leaders (and from the Morgan Stanley Economics team on the ground) that Germany was serious about the reform Agenda 2010. This was not yet reflected in our investor thinking (the big Bundesrat vote was in October) and in hindsight we only regret not piling on more. In the fourth quarter, economic growth in Europe steadily accelerated out of its mild early recession and business confidence surveys (e.g. German IFO and Belgian BNB) improved quite dramatically. As noted above, Japan's performance in the fourth quarter was choppy from mid-October to mid-November and then rallied 11% into year-end. The big news in Japan this year was the apparent halving of non-performing loans and record corporate profitability. Japanese banks rallied 119% from the bottom and AIA participated in most of that run. Economic data and business surveys have improved quite nicely, but it has been mostly export-led, specifically to China. Mild deflation continues (about 0.5% a year) and impact of the Yen's strength is definitely a concern. A recent trip to Japan did reveal the Bank of Japan is fully committed to beating deflation through means such as adding liquidity to its balance sheet. It was an impressive statement, but the continued deflation, albeit mild and the strength of the Yen, in the face of massive intervention, is an indication of how difficult their task. The portfolio is slightly overweight. Japan remains cheap and may be the big story of 2004-or it could be one more cyclical recovery-partly driven by corporate restructuring and rising return of equity and partly due to China. /s/ Ann D. Thivierge Ann D. Thivierge Portfolio Manager Morgan Stanley Investment Management Inc. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 1 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- Comparison of change in value of $10,000 investment in Initial Class shares and its comparative index. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED REPORT] Growth of $10,000 Invested 12/31/93 through 12/31/03 Initial Class MSCI (EAFE) 12/31/1993 $10,000 $10,000 3/31/1994 9,733 10,356 6/30/1994 9,625 10,892 9/30/1994 10,025 10,910 12/31/1994 9,433 10,806 3/31/1995 9,433 11,016 6/30/1995 9,693 11,105 9/30/1995 10,120 11,576 12/31/1995 10,410 12,054 3/31/1996 10,957 12,412 6/30/1996 11,394 12,617 9/30/1996 11,437 12,611 12/31/1996 11,996 12,821 3/31/1997 11,988 12,629 6/30/1997 13,375 14,278 9/30/1997 13,271 14,187 12/31/1997 12,310 13,085 3/31/1998 13,946 15,020 6/30/1998 13,982 15,189 9/30/1998 11,999 13,040 12/31/1998 14,210 15,746 3/31/1999 14,386 15,976 6/30/1999 14,746 16,393 9/30/1999 15,259 17,124 12/31/1999 18,808 20,044 3/31/2000 18,745 20,034 6/30/2000 17,877 19,252 9/30/2000 16,438 17,710 12/31/2000 15,374 17,246 3/31/2001 13,002 14,891 6/30/2001 12,839 14,762 9/30/2001 10,861 12,703 12/31/2001 11,844 13,589 3/31/2002 11,857 13,666 6/30/2002 11,443 13,402 9/30/2002 9,406 10,764 12/31/2002 9,834 11,461 3/31/2003 9,030 10,530 6/30/2003 10,482 12,590 9/30/2003 11,241 13,620 12/31/2003 $13,060 $15,950 Average Annual Total Return for Periods Ended 12/31/03 - -------------------------------------------------------------------------------- From Inception 1 year 5 years 10 years Inception Date ----------- ------------- ---------- ----------- ---------- Initial Class 32.81% (1.67)% 2.71% 3.60% 4/8/91 MSCI-EAFE(1) 39.17% 0.26% 4.78% 5.41% 4/8/91 - ---------- ----- ----- ---- ----- ------ Service Class - - - 33.36% 5/1/03 - --------------- ----- ----- ---- ----- ------ NOTES (1) The Morgan Stanley Capital International - Europe, Asia, and Far East (MSCI-EAFE) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of initial class shares. Source: Standard & Poor's Micropal(R)(C)- Micropal, Inc. 2003 - 1-800-596-5323 - http://www.micropal.com. The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed, may be worth more or less than their original cost. International investing involves special risks including currency fluctuations, political instability, and different financial accounting standards. Periods less than 1 year represent total return and are not annualized. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. This performance information must be accompanied by the quarterly performance reports as of the most recent calendar quarter for the appropriate variable annuity and/or Life Series Account showing the average annual total returns of the respective products, net of fees and charges, including the mortality and expense risk charge. Please see the standardized performance located at the back of this report. Please see your company's website for the most recent month-end. On March 24, 1995 the portfolio changed its name from Global Growth Portfolio to T. Rowe Price International Stock Portfolio. On March 24, 1995, the investment restrictions, strategy and investment objective were also changed. The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, T. Rowe Price International Stock Portfolio of Endeavor Series Trust. Van Kampen has been the Portfolio's sub-adviser since May 1, 2002, prior to that date T. Rowe Price Associates, Inc. managed the portfolio and the performance prior to May 1, 2002 is attributable to that firm. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 2 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- CONVERTIBLE PREFERRED STOCKS (0.1%) Australia (0.1%) Westfield Trust-Units 32,445 $ 87 --------- Total Convertible Preferred Stocks (cost: $68) 87 --------- PREFERRED STOCKS (0.2%) Australia (0.1%) News Corporation Limited (The) 29,896 225 Germany (0.1%) Henkel KGaA 156 12 Porsche AG (b) 130 77 ProSiebenSat.1 Media AG 1,000 16 Volkswagen AG 1,882 68 Thailand (0.0%) Siam Commercial Bank PCL (foreign) 34,681 47 --------- Total Preferred Stocks (cost: $359) 445 --------- COMMON STOCKS (77.1%) Australia (2.5%) Alumina Limited 17,251 85 Amcor Limited 12,588 78 AMP Limited 19,690 74 Ansell Limited 2,054 10 Australia and New Zealand Banking Group Limited 21,408 285 Australian Gas Light Company (The) 6,884 58 BHP Billiton Limited 52,774 485 BHP Steel 13,031 55 Boral Limited 9,291 36 Brambles Industries Limited 14,657 58 Centro Properties Group 10,075 30 CFS Gandel Retail Trust 22,387 23 Coca-Cola Amatil Limited 7,463 35 Coles Myer Limited 15,904 91 Commonwealth Bank of Australia 17,690 392 CSL Limited 1,046 14 CSR Limited 19,624 27 Foster's Group Limited 30,225 102 General Property Trust-Units 29,314 66 Insurance Australia Group Limited 25,163 81 Investa Property Group 18,992 28 James Hardie Industries NV (a) 7,367 38 John Fairfax Holdings Limited 14,188 38 Leighton Holdings Limited 2,659 24 Lend Lease Corporation Limited 6,139 46 Macquarie Bank Limited 3,094 83 Macquarie Infrastructure Group 28,304 72 Mayne Group Limited 13,331 33 Mirvac Group 11,108 36 National Australia Bank Limited 21,694 489 Newcrest Mining Limited 5,434 53 Shares Value -------------------- --------------- News Corporation Limited (The) 21,026 $ 190 Orica Limited 4,540 48 Origin Energy Limited 4,586 16 PaperlinX Limited 6,286 24 Patrick Corporation Limited 2,762 30 QBE Insurance Group Limited 9,496 76 Rinker Group Limited 14,451 71 Rio Tinto Limited 4,552 128 Santos Limited 9,254 48 Sonic Healthcare Limited 2,031 11 Southcorp Limited 10,545 21 Stockland Trust Group 13,734 54 Stockland Trust Group-new 471 2 Suncorp-Metway Limited 7,947 74 TABCORP Holdings Limited 5,686 48 Telestra Corporation Limited 31,960 116 Transurban Group 7,968 27 Wesfarmers Ltd. 5,563 111 Westfield Holdings Limited 6,330 67 Westfield Trust-Units (a) 1,194 3 Westpac Banking Corporation 25,017 301 WMC Resources Ltd. (a) 17,328 73 Woodside Petroleum Ltd. 7,058 79 Woolworths Limited 14,634 130 Austria (0.4%) Bank Austria Creditanstalt (a) 902 46 Boehler-Uddeholm AG 321 22 Erste Bank der oesterreichischen Sparkassen AG 1,577 195 Flughafen Wien AG 600 28 Mayr-Melnhof Karton AG-ADR 369 44 OMV AG 546 81 RHI AG (a) 678 13 Telekom Austria AG (a) 10,448 129 VA Technologie AG (a) 507 16 voestalpine AG 1,364 56 Wienerberger AG 2,467 66 Belgium (0.5%) Agfa-Gevaert N.V. 3,385 96 Bekaert NV 125 8 Dexia 14,624 252 Electrabel SA 274 86 Fortis 17,429 350 Interbrew 161 4 Kredietbank SA Luxembourgeoise 1,287 60 Solvay SA 1,109 96 UCB SA 636 24 China (1.4%) Aluminum Corporation of China Limited-H Shares 200,000 152 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 3 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- China (continued) Beijing Capital International Airport Company Limited-H Shares 98,000 $ 33 Beijing Datang Power Generation Company Limited-H Shares 104,000 74 China Petroleum & Chemical Corporation (Sinopec)-H Shares 1,224,000 548 China Shipping Development Co., Ltd.- H Shares 94,000 70 China Southern Airlines Company Limited-H Shares (a) 86,000 37 China Telecom Corporation, Ltd. 586,000 242 Guangshen Railway Company Limited- H Shares 104,000 29 Huaneng Power International, Inc. 112,000 194 Jiangsu Expressway Company Limited- H Shares 90,000 48 Jiangxi Copper Co. Ltd.-H Shares 84,000 46 PetroChina Company Limited 1,284,000 736 Qingling Motors Company Limited- H Shares 90,000 18 Shandong International Power Development Company Limited- H Shares 178,000 75 SINOPEC Shanghai Petrochemical Company Limited 170,000 76 Sinopec Yizheng Chemical Fibre Co. Ltd.-H Shares 102,000 26 Sinotrans Limited-H Shares 130,000 59 Travelsky Technology Limited-H Shares 23,000 25 Tsingtao Brewery Company Limited- H Shares 30,000 35 Yanzhou Coal Mining Company Limited-H Shares 74,000 75 Zhejiang Expressway Company Limited-H Shares 105,000 74 Denmark (0.3%) Danske Bank A/S 13,439 315 Group 4 Falck A/S 400 8 ISS A/S 300 15 Novo Nordisk A/S-Class B 2,800 114 Novozymes A/S-B Shares 436 16 Vestas Wind Systems A/S (b) 700 11 Finland (0.7%) Fortum Oyj 5,628 58 Kesko Oyj-B Shares 2,781 49 KONE Oyj-B Shares 1,164 67 Metso Corporation 5,420 66 Nokia Oyj 26,443 457 Outokumpu Oyj 3,274 44 Sampo PLC-A Shares 5,200 54 Stora Enso Oyj-R Shares 12,525 169 Shares Value -------------------- --------------- Finland (continued) TietoEnator Corporation 2,227 $ 61 UPM-Kymmene Oyj 9,430 180 Uponor Oyj 390 12 Wartsila Oyj-B Shares 878 17 France (5.6%) Accor SA 3,391 154 Air France 1,354 21 Air Liquide 1,869 330 Alcatel-Class A (a)(b) 8,817 114 Alstom (a) 1,315 2 Aventis SA 12,012 794 AXA 21,773 466 BNP Paribas SA 12,061 759 Bouygues SA 6,152 215 Business Objects S.A. (a) 331 12 Cap Gemini SA (a) 1,788 79 Carrefour SA 4,594 252 CNP Assurances SA 1,743 91 Compagnie de Saint-Gobain 9,900 485 Compagnie Generale des Etablissements Michelin-Class B 2,321 106 Credit Agricole SA 2,789 67 Dassault Systemes SA 414 19 Essilor International SA 151 8 Etablissements Economiques du Casino Guichard-Perrachon SA 605 59 France Telecom (a) 17,259 493 Groupe Danone SA 1,264 206 Groupe Wanadoo SA (a) 4,032 33 Imerys 288 61 Lafarge SA 2,772 247 Lagardere SCA 2,115 122 LVMH Moet Hennessy Louis Vuitton SA 6,210 452 PSA Peugeot Citroen SA 3,176 162 Publicis Groupe SA 1,521 49 Renault SA 2,864 198 Sagem SA 117 13 Sanofi-Synthelabo 6,219 468 Schneider Electric SA 5,539 363 Societe BIC 884 41 Societe Generale-Class A 4,515 399 Sodexho Alliance 1,802 54 Suez 9,895 199 Technip SA 70 8 Television Francaise 1 1,890 66 Thales SA 3,611 121 Total Fina Elf SA 12,589 2,340 Valeo SA 1,270 51 Vinci SA 1,308 108 Vivendi Environnement 1,228 33 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 4 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- France (continued) Vivendi Universal (a) 15,997 $ 389 Zodiac SA 202 6 Germany (4.9%) adidas-Salomon AG 107 12 Allianz AG-Registered Shares 6,598 833 Altana AG 274 17 BASF AG 8,942 505 Bayer AG 11,026 325 Bayerische Hypo-und Vereinsbank AG (a) 13,993 326 Beiersdorf AG 1,270 156 Commerzbank AG 16,585 325 Continental AG 2,200 83 DaimlerChrysler AG-Registered Shares 14,459 676 Deutsche Bank AG 12,336 1,025 Deutsche Borse AG 3,545 194 Deutsche Lufthansa AG-Registered Shares 11,133 186 Deutsche Post AG-Registered Shares 7,470 154 Deutsche Telekom AG (a)(b) 35,473 649 Douglas Holding AG 543 15 E.ON AG 9,573 627 EPCOS AG (a)(b) 176 4 Fresenius Medical Care AG 607 43 GEHE AG 426 21 HeidelbergCement AG (a) 583 25 KarstadtQuelle AG 461 11 Linde AG 1,791 96 MAN AG 1,769 54 Merck KGaA 692 29 METRO AG (b) 1,281 57 Muenchener Rueckversicherungs-Gesellschaft AG 1,636 200 Preussag AG 2,202 46 PUMA AG Rudolf Dassler Sport 93 16 RWE AG 5,405 215 SAP AG 2,444 412 Schering AG 1,717 87 Siemens AG-Registered Shares (b) 18,864 1,519 ThyssenKrupp AG 5,293 105 Volkswagen AG (b) 3,847 215 Greece (0.1%) Alpha Bank SA 1,400 42 EFG Eurobank Ergasias SA 400 8 National Bank of Greece SA 4,671 122 Titan Cement Company SA 400 16 Hong Kong (1.5%) Bank of East Asia, Limited 34,451 106 Boc Hong Kong (Holdings) Limited 65,500 123 Cathay Pacific Airways Limited 25,000 48 Cheung Kong (Holdings) Limited 37,000 294 Shares Value -------------------- --------------- Hong Kong (continued) Cheung Kong Infrastructure Holdings Limited 14,000 $ 31 China Eastern Airlines Corporation Limited-H Shares (a) 114,000 19 CLP Holdings Limited 43,000 205 Esprit Holdings Limited 21,500 72 Hang Lung Properties Limited 30,000 38 Hang Seng Bank Limited 17,300 227 Henderson Land Development Company Limited 17,000 75 Hong Kong and China Gas Company Limited (The) 95,000 145 Hong Kong Exchanges & Clearing Limited 25,000 54 Hongkong Electric Holdings Limited 34,000 134 Hopewell Holdings Limited 8,000 12 Hutchison Whampoa Limited 53,900 398 Hysan Development Company Limited 6,000 9 Johnson Electric Holdings Limited 36,000 46 Li & Fung Limited 40,000 69 MTR Corporation 33,598 44 New World Development Company Limited 33,665 27 PCCW Limited (a) 77,200 50 SCMP Group Limited 10,000 4 Shangri-La Asia Limited 22,600 21 Sino Land Company Limited 24,290 14 Sun Hung Kai Properties Limited 33,000 273 Swire Pacific Limited-Class A 23,000 142 Techtronic Industries Company Limited 12,000 33 Television Broadcasts Limited 4,000 20 Wharf (Holdings) Limited (The) 30,000 83 Yue Yuen Industrial (Holdings) Limited 11,500 32 India (0.9%) Bajaj Auto Limited-GDR (a) 4,587 111 Dr. Reddy's Laboratories Limited-ADR 3,400 108 Gail India Limited-GDR 2,367 79 HDFC Bank Limited-ADR 900 27 Hindalco Industries Limited-GDR 144A 3,851 119 ICICI Bank Limited-ADR 6,400 110 Infosys Technologies Limited-ADR (b) 2,300 220 Larsen & Toubro Ltd.-GDR (LUX) 2,929 68 Larsen & Toubro Ltd.-GDR (GBP) (a) 2,281 52 Ranbaxy Laboratories Ltd.-GDR (USD) 241 6 Ranbaxy Laboratories Ltd.-GDR (GBP) (a) 2,100 54 Reliance Industries Limited-GDR-144A 15,503 481 Satyam Computer Services Limited-ADR (b) 3,000 88 State Bank of India-GDR 3,584 120 Tata Motors Limited-GDR (EUR) 3,742 37 Tata Motors Limited-GDR (GBP) (a) 2,914 29 Wipro Limited-ADR (b) 700 34 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 5 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Ireland (0.3%) Allied Irish Banks, PLC 11,569 $ 185 Bank of Ireland 12,798 175 CRH PLC (IRE) 4,175 86 DCC PLC 700 10 Grafton Group PLC 1,500 10 Independent News & Media PLC 4,300 10 Irish Life & Permanent PLC 6,149 99 Italy (1.6%) Alleanza Assicurazioni SpA 4,855 53 Assicurazioni Generali SpA 10,801 286 Autogrill SpA (a) 1,380 20 Banca Fideuram SpA 2,009 12 Banca Intesa SpA 56,005 219 Banca Intesa SpA-RNC 3,509 10 Banca Monte dei Paschi di Siena SpA 3,766 12 Banca Nazionale del Lavoro SpA (a) 5,244 13 Banca Popolare di Milano Scarl 1,378 9 Banco Popolare di Verona e Novara S.c.r.l. 5,903 100 Benetton Group SpA 1,244 14 Enel SpA 16,907 115 ENI-Ente Nazionale Idrocarburi 26,131 493 Fiat SpA (a) 4,419 34 Finmeccanica SpA 32,484 25 Italcementi SpA 1,085 14 Mediaset S.p.A. 9,397 112 Mediobanca-Banca di Credito Finanziario SpA 3,148 34 Mediolanum SpA 1,510 12 Pirelli & C. Accomandita per Azioni 25,170 26 Riunione Adriatica di Sicurta SpA 1,994 34 Sanpaolo IMI SpA 21,793 284 SEAT Pagine Gialle SpA (a) 28,748 27 Snia SpA 2,727 7 Telecom Italia Mobile SpA 40,095 218 Telecom Italia-RNC (a) 64,981 132 Telecom Italia SpA (a) 111,128 329 Tiscali SpA (a) 316 2 UniCredito Italiano SpA 73,160 395 Japan (20.8%) Advantest Corporation 800 63 AEON Co., Ltd. 4,000 134 Ajinomoto Co., Inc. 22,000 253 Alps Electric Co., Ltd. 3,000 44 Amada Co., Ltd. 6,000 31 Asahi Breweries, Ltd. 11,000 100 Asahi Glass Company, Limited 37,000 304 Asahi Kasie Corporation 37,000 201 Asatsu-DK Inc. 1,000 26 BELLSYSTEM24, Inc. 80 16 Benesse Corporation 1,900 46 Shares Value -------------------- --------------- Japan (continued) Bridgestone Corporation 24,000 $ 323 Canon Inc. 17,000 791 CASIO Computer Co., Ltd. 13,000 137 Central Japan Railway Company 47 406 Chubu Electric Power Company, Incorporated 5,500 115 Chugai Pharmaceutical Co., Ltd. 9,500 137 Citizen Watch Co., Ltd. 6,000 55 CSK Corporation 1,300 47 Dai Nippon Printing Co., Ltd. 14,000 197 Daicel Chemical Industries, Ltd. 4,000 16 Daiichi Pharmaceutical Co., Ltd. 5,800 104 Daikin Industries, Ltd. 4,000 92 Dainippon Ink and Chemicals, Incorporated 22,000 42 Daito Trust Construction Co., Ltd. 3,400 101 Daiwa House Industry Co., Ltd. 19,000 202 Daiwa Securities Group Inc. 74,000 503 Denki Kagaku Kogyo Kabushiki Kaisha 13,000 42 Denso Corporation 19,800 390 Dowa Mining Co., Ltd. 6,000 32 East Japan Railway Company 104 490 Ebara Corporation 10,000 43 Eisai Company, Ltd. 7,700 208 FANUC LTD 5,600 335 Fast Retailing Co., Ltd. 100 6 Fuji Photo Film Co., Ltd. 14,000 452 Fuji Television Network, Inc. 3 16 Fujikura Ltd. 5,000 29 Fujisawa Pharmaceutical Company Limited 4,000 85 Fujitsu Limited (a) 34,000 200 Furukawa Electric Co., Ltd. (The) 17,000 56 Hankyu Department Stores, Inc. 1,000 7 Hirose Electric Co., Ltd. 600 69 Hitachi, Ltd. 59,000 355 Honda Motor Co., Ltd. 25,500 1,132 Hoya Corporation 2,200 202 Isetan Co., Ltd. 3,000 33 Ishikawajima-Harima Heavy Industries Co., Ltd. 24,000 34 ITOCHU Corporation 34,000 112 Ito-Yokado Co., Ltd. 5,000 157 Japan Airlines Company, Ltd. 28,000 74 Japan Tobacco Inc. 17 124 JFE Holdings, Inc. 13,600 371 JGC Corporation 3,000 31 JSR Corporation 4,000 89 Kajima Corporation 34,000 110 Kaken Pharmaceutical Co., Ltd. 1,000 5 Kaneka Corporation 6,000 45 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 6 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Japan (continued) Kansai Electric Power Company, Incorporated (The) 27,800 $ 487 Kao Corporation 19,000 386 Kawasaki Heavy Industries, Ltd. 23,000 28 Kawasaki Kisen Kaisha, Ltd. 1,000 5 Keihin Electric Express Railway Co., Ltd. 11,000 65 Keio Electric Railway Co., Ltd. 5,000 26 Keyence Corporation 560 118 Kikkoman Corporation 3,000 21 Kinki Nippon Railway Co., Ltd. (a)(b) 47,000 141 Kirin Brewery Company, Limited 29,000 247 Kokuyo Co., Ltd. 3,000 33 Komatsu Ltd. 33,000 209 Konami Company Ltd. 2,700 79 Konica Corporation 4,000 54 Kubota Corporation 46,000 190 Kuraray Co., Ltd. 11,000 93 Kurita Water Industries Ltd. 1,000 12 Kyocera Corporation 3,400 226 Kyowa Hakko Kogyo Co., Ltd. 11,000 70 Kyushu Electric Power Company, Incorporated 3,700 64 Lawson, Inc. 100 3 Mabuchi Motor Co., Ltd. 600 46 Marubeni Corporation 37,000 71 Marui Co., Ltd. 10,000 126 Matsushita Electric Industrial Co., Ltd. 57,902 800 Matsushita Electric Works, Ltd. (b) 4,000 36 Meiji Seika Kaisha, Ltd. 5,000 20 Meitec Corporation 900 35 Millea Holdings, Inc. 38 496 Minebea Co., Ltd. 6,000 30 Mitsubishi Chemical Corporation 50,000 130 Mitsubishi Corporation 34,000 360 Mitsubishi Electric Corporation 58,000 241 Mitsubishi Estate Company, Limited 29,000 275 Mitsubishi Heavy Industries, Ltd. 102,000 283 Mitsubishi Logistics Corporation 3,000 25 Mitsubishi Rayon Company, Limited 15,000 56 Mitsubishi Tokyo Financial Group, Inc. 123 959 Mitsui & Co., Ltd. 36,000 290 Mitsui Chemicals, Inc. 15,000 87 Mitsui Fudosan Co., Ltd. 19,000 172 Mitsui Mining & Smelting Co., Ltd. 18,000 75 Mitsui O.S.K. Lines, Ltd. 3,000 15 Mitsui Sumitomo Insurance Co., Ltd. 71,000 583 Mitsui Trust Holdings, Inc. (a) 48,000 268 Murata Manufacturing Company, Ltd. 4,700 254 NEC Corporation 31,000 228 NGK Insulators, Ltd. 13,000 97 NGK Spark Plug Co., Ltd. 9,000 73 Shares Value -------------------- --------------- Japan (continued) Nidec Corporation (b) 700 $ 66 Nikko Cordial Corporation 27,000 150 Nikon Corporation (a) 3,000 45 Nintendo Co., Ltd. 3,400 317 Nippon Express Co., Ltd. 28,000 132 Nippon Meat Packers, Inc. 5,000 49 Nippon Mining Holdings, Inc. 9,500 33 Nippon Oil Corporation 51,000 260 Nippon Sheet Glass Company, Limited 10,000 29 Nippon Steel Corporation 192,000 412 Nippon Telegraph and Telephone Corporation 170 820 Nippon Unipac Holding 25 129 Nippon Yusen Kabushiki Kaisha 36,000 163 Nissan Chemical Industries, Ltd. 4,000 36 Nissan Motor Co., Ltd. 74,000 845 Nisshin Seifun Group Inc. 3,000 27 Nissin Food Products Co., Ltd. 1,900 47 Nitto Denko Corporation 4,400 234 Nomura Securities Co., Ltd. (The) 56,000 953 NSK Ltd. 20,000 73 NTN Corporation 11,000 52 NTT DATA Corporation 32 121 NTT DoCoMo, Inc. 230 521 Obayashi Corporation 14,000 63 Oji Paper Co., Ltd. 36,000 232 Oki Electric Industry Company, Limited (a) 14,000 55 Olympus Optical Co., Ltd. 3,000 65 Omron Corporation 5,000 101 Onward Kashiyama Co., Ltd. 5,000 61 Oracle Corporation Japan 1,100 57 Oriental Land Co., Ltd. 2,200 136 Osaka Gas Co., Ltd. 69,000 187 Pioneer Corporation 5,100 141 Ricoh Company, Ltd. 12,000 237 Rohm Company, Ltd. 1,400 164 Sankyo Company, Ltd. 15,700 295 SANYO Electric Co., Ltd. 52,000 272 Secom Co., Ltd. 5,000 187 Sekisui Chemical Co., Ltd. 9,000 46 Sekisui House, Ltd. 20,000 206 Seven-Eleven Japan Co., Ltd. 4,240 129 Sharp Corporation 25,000 394 Shimamura Co., Ltd. 400 27 Shimano, Inc. 3,100 64 Shimizu Corporation 27,000 103 Shin-Etsu Chemical Co., Ltd. 9,800 400 Shionogi & Co., Ltd. 10,000 186 Shiseido Company, Limited 11,000 134 Showa Denko K.K. 3,000 7 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 7 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Japan (continued) Showa Shell Sekiyu K.K. 5,000 $ 41 Skylark Co., Ltd. 4,000 66 SMC Corporation 1,900 236 SOFTBANK Corp. (b) 5,600 171 Sony Corporation 21,900 758 Stanley Electric Co., Ltd. 1,000 19 Sumitomo Bakelite Company Limited 4,000 26 Sumitomo Chemical Company, Limited 42,000 173 Sumitomo Corporation 22,000 164 Sumitomo Electric Industries, Ltd. 15,000 134 Sumitomo Metal Industries, Ltd. 8,000 8 Sumitomo Metal Mining Co., Ltd. 14,000 104 Sumitomo Realty & Development Co., Ltd. 1,000 9 Sumitomo Trust and Banking Company, Limited (The) (b) 48,000 282 Taiheiyo Cement Corporation 3,000 8 Taisei Corporation 3,000 11 Taisho Pharmaceutical Co., Ltd. 10,000 179 Taiyo Yuden Co., Ltd. 2,000 26 Takara Holdings Inc. 3,000 28 Takashimaya Company, Limited 4,000 29 Takeda Chemical Industries, Ltd. 29,300 1,161 Takuma Co., Ltd. 1,000 5 TDK Corporation 2,300 166 Teijin Limited 25,000 73 Teikoku Oil Co., Ltd. 4,000 20 Terumo Corporation 6,200 118 THK Co., Ltd. 500 10 Tobu Railway Co., Ltd. 28,000 100 Toho Co., Ltd. 2,400 31 Tohoku Electric Power Company, Incorporated 13,500 224 Tokyo Broadcasting System, Inc. 2,000 32 Tokyo Electron Limited 1,900 144 Tokyo Gas Co., Ltd. 75,000 267 Tokyu Corporation 29,000 149 TonenGeneral Sekiyu K.K. 3,000 25 Toppan Printing Co., Ltd. 13,000 135 Toray Industries, Inc. 36,000 150 Toshiba Corporation 63,000 239 Tosoh Corporation 15,000 50 Tostem Inax Holding Corporation 5,000 97 TOTO LTD. 15,000 127 Toyko Electric Power Company, Incorporated (The) 39,400 864 Toyo Seikan Kaisha, Ltd. 4,000 56 Toyoda Gosei Co., Ltd. 300 9 Toyota Industries Corporation 2,300 49 Toyota Motor Corporation (b) 80,000 2,701 Trend Micro Incorporated (a) 500 13 Shares Value -------------------- --------------- Japan (continued) UFJ Holdings, Inc. (a)(b) 137 $ 658 Uni-Charm Corporation 1,100 54 UNY Co., Ltd. 1,000 10 Wacoal Corp. 1,000 8 West Japan Railway Company 10 39 World Co., Ltd. 800 25 Yakult Honsha Co., Ltd. 3,000 47 Yamada Denki Co., Ltd. 100 3 Yamaha Corporation 3,000 59 Yamaha Motor Co., Ltd. 1,000 11 Yamanouchi Pharmaceutical Co., Ltd. 14,300 444 Yamato Transport Co., Ltd. 8,000 94 Yamazaki Baking Co., Ltd. 3,000 25 Yasuda Fire & Marine Insurance Company, Limited (The) 25,000 205 Yokogawa Electric Corporation 1,000 14 Luxembourg (0.1%) Arcelor 6,623 115 Netherlands (4.5%) ABN AMRO Holding NV 39,843 932 Akzo Nobel NV 7,207 278 DSM NV 1,255 62 Elsevier NV 14,528 180 Euronext NV 2,098 53 European Aeronautic Defence and Space Company EADS NV (b) 5,283 126 Hagemeyer NV 2,128 5 Heineken NV 11,103 423 ING Groep NV 31,462 734 Koninklijke KPN NV (a) 35,468 274 Koninklijke Philips Electronics NV 31,243 912 Oce NV 431 7 Royal Dutch Petroleum Company 57,594 3,036 TPG NV 14,829 347 Unilever NV-CVA 11,711 766 Vedior NV-CVA 4,957 78 VNU NV 3,764 119 Wolters Kluwer NV 8,014 125 New Zealand (0.0%) Carter Holt Harvey Limited 14,900 18 Telecom Corporation of New Zealand Limited 4,830 17 Norway (0.2%) Dnb Holding ASA 5,004 33 Norsk Hydro ASA 2,838 175 Norske Skogindustrier ASA 2,100 40 Orkla ASA 2,230 50 Statoil ASA 1,100 12 Tandberg ASA (a) 400 3 Tomra Systems ASA 2,281 14 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 8 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Portugal (0.1%) Banco Comercial Portugues SA 7,113 $ 16 EDP-Electricidade de Portugal, SA 548 1 Portugal Telecom, SGPS, SA-Registered Shares 15,878 160 PT Multimedia (a) 238 5 Russia (1.1%) AO Mosenergo-ADR 12,200 82 Lukoil Oil Company-ADR 3,800 353 Mining and Metallurgical Company Norilsk Nickel-ADR (b) 5,300 345 OAO Gazprom-ADR (b) 2,300 60 OAO Rostelecom-ADR 3,370 42 RAO Unified Energy System of Russia-ADR 20,100 561 Surgutneftegaz-ADR (b) 10,500 309 Vimpel-Communications-ADR (a) 800 59 YUKOS Oil Company-ADR 4,276 182 Singapore (0.3%) City Developments Limited 3,484 12 ComfortDelGro Corporation Limited 16,598 8 Creative Technology Limited (a) 351 4 DBS Group Holdings Ltd. 9,788 85 Oversea-Chinese Banking Corporation Limited 8,784 63 Overseas Union Enterprises Ltd. 1,494 6 SembCorp Industries Limited 15,508 12 Singapore Exchange Limited 15,713 16 Singapore Press Holdings Limited 4,264 47 Singapore Technologies Engineering Limited 29,184 35 Singapore Telecommunications Limited 76,064 88 United Overseas Bank Limited 9,219 72 United Overseas Land Limited 10,630 12 Venture Manufacturing (Singapore) Ltd. 1,879 22 Spain (4.9%) Acciona SA 2,560 156 Acerinox, SA 1,933 91 Acesa Infraestructuras, SA 18,774 284 ACS, Actividades de Construccion y Servicios SA 8,956 437 Altadis, SA 18,300 519 Amadeus Global Travel Distribution SA 14,512 94 Antena 3 Television, SA (a) 451 20 Banco Bilbao Vizcaya Argentaria, SA (b) 72,069 995 Banco Popular Espanol SA 1,680 100 Banco Santander Central Hispano SA (b) 88,803 1,051 Endesa SA 26,435 508 Fomento de Construcciones y Contratas, SA 6,349 234 Gas Natural SDG, SA 39,059 914 Grupo Ferrovial, SA 5,764 202 Shares Value -------------------- --------------- Spain (continued) Iberdrola SA 22,869 452 Iberia, Lineas Aereas de Espana SA 57,006 164 Indra Sistemas, SA 802 10 Repsol-YPF, SA 34,003 663 Sociedad General de Aguas de Barcelona, SA 5,874 88 Telefonica SA 134,243 1,970 Union Electrica Fenosa, SA 5,901 111 Vallehermoso, SA 9,849 149 Sweden (2.1%) Alfa Laval AB 500 8 Assa Abloy AB-Class B Free 6,127 73 Atlas Copco AB-A Shares 5,473 196 Atlas Copco AB-B Shares 2,899 94 Electrolux AB-Series B 9,240 203 Eniro AB 2,200 21 H & M Hennes & Mauritz AB 9,430 224 Holmen AB-B Shares 2,400 85 Modern Times Group MTG AB (a) 600 13 Nordea AB (b) 57,737 433 Sandvik AB 10,691 369 SAS AB (a) 1,563 15 Securitas AB-Class B 12,206 165 Skandia Insurance Company, Ltd. 26,722 97 Skandinaviska Enskilda Banken AB 8,371 123 Skanska AB-Class B 19,044 168 SKF AB-Class B 3,408 132 SSAB Svenstkt Stal AB 2,800 50 Svenska Cellulosa AB-B Shares 4,800 196 Svenska Handelsbanken AB-A Shares 17,560 359 Swedish Match AB 6,100 62 Tele2 AB-B Shares (a) 1,100 59 Telefonaktiebolaget LM Ericsson-Class B (a) 91,273 164 Telia AB 42,035 220 Volvo AB-A Shares 2,662 78 Volvo AB-B Shares (b) 8,942 273 WM-Data AB-B Shares (a) 4,125 9 Switzerland (5.1%) ABB Ltd (a) 17,831 90 Adecco SA-Registered Shares 4,506 290 Ciba Specialty Chemicals Holding Inc.-Registered Shares (a) 1,498 116 Clariant AG (a) 2,996 44 Credit Suisse Group 22,334 817 Geberit AG 35 17 Givaudan SA-Registered Shares 230 119 Holcim Ltd. 3,111 145 Kudelski SA-Bearer (a) 223 7 Logitech International SA (a) 542 23 Lonza Group Ltd.-Registered Shares 912 52 Nestle SA-Registered Shares 6,599 1,650 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 9 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- Switzerland (continued) Novartis AG 40,316 $ 1,830 Roche Holding AG-Genusschein 12,041 1,215 Roche Holding AG-Bearer 775 107 Schindler Holding AG-Participation Certificates (a) 75 18 Serono SA-Class B 170 121 SGS Societe Generale de Surveillance Holding SA 199 125 Swatch Group AG (The) 691 16 Swatch Group AG (The)-Class B 691 83 Swiss Reinsurance Company-Registered Shares 3,598 243 Swisscom AG-Registered Shares 565 186 Syngenta AG 2,305 155 UBS AG-Registered Shares 26,549 1,818 Valora Holding AG 58 14 Zurich Financial Services AG (a) 2,532 364 Thailand (1.6%) Advanced Info Service Public Company Limited (foreign) 129,600 277 Bangkok Bank Public Company Limited-Registered Shares (a) (foreign) 98,600 286 Bangkok Bank Public Company Limited (a) 51,300 141 BEC World Public Company Limited (foreign) 13,000 74 Charoen Pokphand Foods Public Company Limited (foreign) 324,965 36 Delta Electronics (Thailand) Public Company Limited (foreign) 46,100 31 Electricity Generating Public Company Limited 24,911 57 Hana Microelectronics Public Company Limited (foreign) 5,563 18 Kasikornbank Public Company Limited-Foreign Registered Shares (a) 123,658 219 Kasikornbank Public Company Limited (a) (foreign) 82,500 135 Land and Houses Public Co., Ltd. 254,040 79 Land and Houses Public Co., Ltd.-Registered Shares (foreign) 189,881 61 National Finance Public Company Limited (foreign) 93,200 39 PTT Exploration and Production Public Company Limited (foreign) 14,977 100 PTT Public Company Limited (foreign) 108,100 505 Sahaviriya Steel Industries Public Company Limited (a) (foreign) 61,400 54 Shin Corporation Public Company Limited (foreign) 168,100 166 Siam Cement Public Company Limited 24,780 159 Shares Value -------------------- --------------- Thailand (continued) Siam Cement Public Company Limited-Registered Shares (foreign) 44,700 $ 312 Siam City Cement Public Company Limited (foreign) 14,500 84 Siam Commercial Bank PCL-Registered Shares (a) (foreign) 73,100 100 TISCO Finance Public Company Limited (a) (foreign) 55,900 46 United Kingdom (15.6%) Aegis Group Plc 15,599 28 AMEC PLC 4,804 22 Amersham PLC 12,836 176 AstraZeneca PLC (a) 29,010 1,393 BAA PLC 21,357 190 BAE Systems PLC 120,660 363 Balfour Beatty PLC 2,965 12 Barclays PLC 62,510 557 Barratt Developments PLC 3,218 31 BG Group PLC 53,511 275 BHP Billiton PLC (a) 44,242 386 BOC Group PLC (The) 9,166 140 Boots Group PLC (The) 8,154 101 BP PLC 442,269 3,586 BPB PLC 7,336 46 Brambles Industries PLC 18,844 69 British Airways PLC (a) 35,409 147 British American Tobacco, PLC 23,977 330 British Sky Broadcasting Group PLC (a) 22,414 282 BT Group PLC 131,635 444 Bunzl PLC 6,320 48 Cable & Wireless PLC 25,850 62 Cadbury Schweppes PLC 29,176 214 Capita Group PLC (The) 20,583 90 Carlton Communications, PLC 9,616 40 Carnival PLC (a) 2,872 116 Centrica PLC 34,734 131 CGNU PLC 36,705 322 Cobham PLC 791 17 Compass Group PLC 36,216 246 Daily Mail and General Trust PLC 4,779 56 Davis Service Group PLC (The) 1,238 8 De La Rue PLC 10,089 50 Diageo PLC 55,254 727 Dixons Group PLC 34,209 85 Electrocomponents PLC 5,381 31 EMAP PLC 4,093 63 EMI Group PLC 11,650 33 Enterprise Inns PLC 3,042 55 Exel PLC 5,580 74 FKI PLC 3,497 7 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 10 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Shares Value -------------------- --------------- United Kingdom (continued) Friends Provident PLC 14,386 $ 34 George Wimpey PLC 8,155 54 GKN PLC 13,059 62 GlaxoSmithKline PLC 96,932 2,221 Granada PLC 46,194 101 GUS PLC 21,555 298 Hanson PLC 13,388 98 Hays PLC 49,509 106 HBOS PLC 36,220 469 HHG PLC-CDI (a) 19,690 14 Hilton Group PLC 27,550 111 HSBC Holdings PLC (a) 182,415 2,867 IMI PLC 5,542 33 Imperial Chemical Industries PLC 21,829 78 Imperial Tobacco Group PLC 10,130 199 InterContinental Hotels Group PLC 12,967 123 Invensys PLC 23,914 8 J Sainsbury PLC 19,080 107 Johnson Matthey PLC 4,361 77 Kelda Group PLC 8,558 72 Kesa Electricals PLC 4,682 22 Kidde PLC 9,174 17 Kingfisher PLC 20,487 102 Legal & General Group PLC 90,403 162 Lloyds TSB Group PLC 53,408 428 Logica PLC 10,185 47 Marks and Spencer Group PLC 44,854 232 MFI Furniture Group PLC 5,381 15 Misys PLC 7,877 30 Mitchells & Butlers PLC 12,746 51 National Grid Group PLC (The) 52,827 378 Pearson PLC 13,022 145 Peninsular and Oriental Steam Navagation Company (The) 11,605 48 Persimmon PLC 4,287 41 Pilkington PLC 10,228 18 Prudential PLC 27,501 232 Rank Group PLC (The) 11,308 57 Reckitt Benckiser PLC 15,595 353 Reed International PLC 20,396 171 Rentokil Initial PLC 56,430 192 Reuters Group PLC 23,961 101 Rexam PLC 8,743 67 Rio Tinto PLC-Registered Shares 19,521 539 RMC Group PLC 4,162 52 Rolls-Royce Group PLC 57,078 181 Royal & Sun Alliance Insurance Group PLC 12,004 19 Royal Bank of Scotland Group PLC (The) 26,731 787 Sage Group PLC (The) 16,201 51 Scottish and Southern Energy PLC 13,131 158 Shares Value -------------------- --------------- United Kingdom (continued) Scottish Power PLC 28,775 $ 192 Securicor PLC 2,907 5 Serco Group PLC 13,726 42 Severn Trent PLC 7,570 101 Shell Transport & Trading Company PLC 179,949 1,339 Smith & Nephew PLC 7,881 66 Smiths Group PLC 7,109 84 Tesco PLC 69,997 323 Tomkins PLC 6,695 32 Unilever PLC 46,635 435 United Business Media PLC 5,174 45 Vodafone Group PLC 1,320,609 3,274 Whitbread PLC 6,271 81 William Hill PLC 9,571 73 Wolseley PLC 13,101 185 WPP Group PLC 20,359 200 Yell Group PLC 6,733 37 --------- Total Common Stocks (cost: $124,872) 145,088 --------- Principal Value ----------- ------------ SECURITY LENDING COLLATERAL (4.6%) Debt (3.7%) Bank Notes (0.2%) Credit Suisse First Boston (USA), Inc. 1.14%, due 09/08/2004 $ 41 $ 41 Fleet National Bank 1.00%, due 01/21/2004 153 153 National Bank of Commerce 1.19%, due 04/21/2004 127 127 Commercial Paper (0.9%) Compass Securitization-144A 1.08%, due 01/22/2004 76 76 Delaware Funding Corporation 1.08%, due 01/07/2004 51 51 Falcon Asset Securitization Corporation-144A 1.09%, due 01/08/2004 76 76 1.09%, due 01/13/2004 51 51 1.08%, due 02/05/2004 102 102 General Electric Capital Corporation 1.09%, due 01/08/2004 127 127 1.09%, due 01/09/2004 76 76 1.08%, due 01/16/2004 101 101 Govco Incorporated-144A 1.07%, due 02/05/2004 127 127 Greyhawk Funding LLC-144A 1.09%, due 01/29/2004 127 127 1.09%, due 02/06/2004 127 127 1.10%, due 02/09/2004 74 74 The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 11 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts except share amounts in thousands) Principal Value ----------------------- --------------- Commercial Paper (continued) Jupiter Securitization Corporation-144A 1.08%, due 02/02/2004 $ 127 $ 127 Liberty Street Funding Company-144A 1.08%, due 01/20/2004 76 76 Preferred Receivables Funding-144A 1.09%, due 01/16/2004 148 1.08%, due 02/17/2004 254 254 Sheffield Receivables-144A 1.09%, due 01/21/2004 51 51 Euro Dollar Overnight (0.2%) BNP Paribas SA 0.97%, due 01/07/2004 255 255 Credit Agricole Indosuez 0.98%, due 01/02/2004 10 10 1.08%, due 01/06/2004 97 97 Euro Dollar Terms (0.9%) Bank of Montreal 1.06%, due 01/15/2004 50 50 1.06%, due 02/17/2004 102 102 Bank of Scotland 1.06%, due 04/02/2004 76 76 Citigroup Inc. 1.10%, due 01/22/2004 76 76 1.09%, due 02/06/2004 102 102 Credit Agricole Indosuez 1.08%, due 01/28/2004 51 51 Den Danske Bank 1.08%, due 01/20/2004 255 255 1.02%, due 01/30/2004 127 127 Royal Bank of Canada 1.05%, due 02/27/2004 255 255 Royal Bank of Scotland Group PLC (The) 1.08%, due 01/09/2004 153 153 1.08%, due 01/15/2004 51 51 1.08%, due 01/20/2004 25 25 Svenska Handelsbanken AB 1.09%, due 01/15/2004 25 25 Toronto-Dominion Bank (The) 1.10%, due 01/08/2004 153 153 Principal Value ----------------------- --------------- Euro Dollar Terms (continued) Wells Fargo & Company 1.04%, due 01/30/2004 $ 204 $ 204 Master Notes (0.3%) Bear Stearns Companies Inc. (The) 1.14%, due 06/10/2004 102 102 1.14%, due 09/08/2004 153 153 Morgan Stanley 1.05%, due 06/21/2004 244 244 Medium Term Notes (0.2%) Goldman Sachs Group, Inc. (The) 1.02%, due 03/23/2004 255 255 Liberty Lighthouse Funding-144A 1.14%, due 01/15/2004 76 76 Repurchase Agreements (1.0%) (c) Credit Suisse First Boston (USA), Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $596 on 01/02/2004 596 596 Merrill Lynch & Co., Inc. 1.04% Repurchase Agreement dated 12/31/2003 to be repurchased at $809 on 01/02/2004 809 809 Morgan Stanley 1.11% Repurchase Agreement dated 12/31/2003 to be repurchased at $484 on 01/02/2004 484 484 Shares Value -------------- ------------ Investment Companies (0.9%) Money Market Funds (0.9%) American AAdvantage Select Fund 1-day yield of 1.00% 124,887 $ 125 Merrill Lynch Premier Institutional Fund 1-day yield of 1.04% 304,921 305 Merrimac Cash Series Fund-Premium Class 1-day yield of 0.98% 1,325,899 1,326 --------- Total Security Lending Collateral (cost: $8,634) 8,634 --------- Total Investment Securities (cost: $133,933) $ 154,254 ========= SUMMARY: Investments, at value 82.0% $ 154,254 Other assets in excess of liabilities 18.0% 33,811 --------- --------- Net assets 100.0% $ 188,065 ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 12 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) Percentage of Net Assets Value ---------------- --------------- INVESTMENTS BY INDUSTRY: Commercial Banks 12.1% $ 22,801 Pharmaceuticals 5.7% 10,718 Telecommunications 5.7% 10,707 Petroleum Refining 4.6% 8,688 Automotive 3.9% 7,320 Oil & Gas Extraction 3.4% 6,422 Chemicals & Allied Products 3.4% 6,383 Electric Services 3.2% 6,020 Electronic & Other Electric Equipment 2.8% 5,349 Insurance 2.4% 4,489 Food & Kindred Products 2.0% 3,791 Industrial Machinery & Equipment 2.0% 3,721 Construction 1.4% 2,620 Metal Mining 1.2% 2,286 Transportation & Public Utilities 1.2% 2,278 Computer & Office Equipment 1.1% 2,112 Security & Commodity Brokers 1.1% 2,107 Stone, Clay & Glass Products 0.9% 1,741 Life Insurance 0.9% 1,671 Primary Metal Industries 0.9% 1,641 Real Estate 0.9% 1,636 Gas Production & Distribution 0.9% 1,600 Computer & Data Processing Services 0.8% 1,567 Printing & Publishing 0.8% 1,565 Beverages 0.8% 1,403 Business Services 0.7% 1,378 Tobacco Products 0.7% 1,234 Electronic Components & Accessories 0.7% 1,220 Paper & Allied Products 0.6% 1,121 Holding & Other Investment Offices 0.6% 1,082 Instruments & Related Products 0.6% 1,082 Wholesale Trade Durable Goods 0.6% 1,081 Food Stores 0.5% 1,003 Beer, Wine & Distilled Beverages 0.5% 957 Aerospace 0.5% 874 Motion Pictures 0.5% 844 Electric, Gas & Sanitary Services 0.4% 817 Retail Trade 0.4% 815 Air Transportation 0.4% 711 Machinery, Equipment & Supplies 0.4% 682 Radio & Television Broadcasting 0.3% 651 Communications Equipment 0.3% 644 Trucking & Warehousing 0.3% 623 Restaurants 0.3% 620 Percentage of Net Assets Value INVESTMENTS BY INDUSTRY: ---------------- --------------- Rubber & Misc. Plastic Products 0.3% $ 566 Fabricated Metal Products 0.3% 537 Communication 0.2% 461 Amusement & Recreation Services 0.2% 425 Apparel Products 0.2% 399 Medical Instruments & Supplies 0.2% 375 Water Transportation 0.2% 364 Manufacturing Industries 0.2% 343 Railroads 0.2% 305 Hotels & Other Lodging Places 0.2% 304 Residential Building Construction 0.2% 297 Lumber & Construction Materials 0.1% 271 Department Stores 0.1% 269 Apparel & Accessory Stores 0.1% 251 Textile Mill Products 0.1% 248 Wholesale Trade Nondurable Goods 0.1% 205 Personal Services 0.1% 192 Management Services 0.1% 186 Mining 0.1% 173 Engineering & Management Services 0.1% 161 Transportation Equipment 0.1% 133 Research & Testing Services 0.1% 125 Lumber & Wood Products 0.1% 124 Metal Cans & Shipping Containers 0.1% 123 Drug Stores & Proprietary Stores 0.1% 101 Variety Stores 0.1% 91 Paperboard Containers & Boxes 0.1% 90 Motor Vehicles, Parts & Supplies 0.0% 62 Health Services 0.0% 54 Environmental Services 0.0% 50 Educational Services 0.0% 46 Agriculture 0.0% 36 Petroleum & Petroleum Products 0.0% 33 Automotive Dealers & Service Stations 0.0% 32 Leather & Leather Products 0.0% 32 Services, Not Elsewhere Classified 0.0% 31 Radio, Television & Computer Stores 0.0% 25 Furniture & Home Furnishings Stores 0.0% 15 Lumber & Other Building Materials 0.0% 10 ----- --------- Investments, at market value 77.4% 145,620 Short-term investments 4.6% 8,634 Other assets in excess of liabilities 18.0% 33,811 ----- --------- Net assets 100.0% $ 188,065 ===== ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 13 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (continued) At December 31, 2003 (all amounts in thousands) FORWARD FOREIGN CURRENCY CONTRACTS: - ----------------------------------------------------------------------------- Amount in Net Unrealized Bought Settlement U.S. Dollars Appreciation Currency (Sold) Date Bought (Sold) (Depreciation) - ------------------- ------------ ------------ --------------- --------------- Australian Dollar 2,187 03/18/2004 $ 1,603 $ 29 Euro Dollar (30) 01/05/2004 (37) - Euro Dollar (60) 01/06/2004 (75) - Euro Dollar 103 01/07/2004 129 1 Euro Dollar 18,717 03/18/2004 22,946 606 British Pound 6,036 03/18/2004 10,455 285 Japanese Yen 465,730 03/18/2004 4,353 2 Japanese Yen (28,050) 03/18/2004 (262) - Singapore Dollar 1,250 03/18/2004 731 6 Singapore Dollar (1,250) 03/18/2004 (732) (5) -------- ------- $ 39,111 $ 924 ======== ====== FUTURES CONTRACTS (d): - ----------------------------------------------------------------------- Net Unrealized Settlement Appreciation Contracts Date Amount (Depreciation) ----------- ------------ ---------- --------------- CAC 40 10 Euro 198 03/31/2004 $ 8,642 $ 137 The German Stock Index 81 03/19/2004 9,740 242 Dow Jones Euro STOXX 50 121 03/19/2004 4,056 71 FTSE 100 Index 138 03/21/2004 10,501 297 SPI 200 Index 27 03/18/2004 1,626 33 Tokyo Price Index 44 03/11/2004 4,091 192 -------- --------- $ 38,656 $ 972 ======== ========= NOTES TO SCHEDULE OF INVESTMENTS: (a) No dividends were paid during the preceding twelve months. (b) At December 31, 2003, all or a portion of this security is on loan (see Note 1). The value at December 31, 2003, of all securities on loan is $8,197. (c) Cash collateral for the Repurchase Agreements, valued at $1,927, that serve as collateral for securities lending are invested in corporate bonds with interest rates ranging from 0.00%-10.18% and maturity dates ranging from 04/01/2004-03/01/2043, including some issues having a perpetual maturity. (d) At December 31, 2003, cash in the amount of $2,800 is segregated with the custodian to cover margin requirements for open futures contracts. DEFINITIONS: ADR American Depositary Receipt CDI Chess Depositary Interests CVA Certificaaten van aandelen (share certificates) GDR Global Depositary Receipt RNC Saving Non-Convertible Shares 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities may be resold as transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2003, these securities aggregated $600 or 0.32% of the net assets of the fund. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 14 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES At December 31, 2003 (all amounts except per share amounts in thousands) Assets: Investment securities, at value (cost: $133,933) (including $8,197 of securities loaned) $154,254 Cash 37,477 Foreign cash (cost: $3,909) 4,038 Receivables: Investment securities sold 2,324 Interest 7 Dividends 136 Dividend reclaims receivable 57 Unrealized appreciation on forward foreign currency contracts 929 Variation margin 101 Other 20 --------- 199,343 --------- Liabilities: Investment securities purchased 2,346 Accounts payable and accrued liabilities: Management and advisory fees 146 Deferred foreign taxes 115 Payable for collateral for securities on loan 8,635 Unrealized depreciation on forward foreign currency contracts 5 Other 31 --------- 11,278 --------- Net Assets $188,065 ========= Net Assets Consist of: Capital stock, 50,000 shares authorized ($.01 par value) $ 189 Additional paid-in capital 205,833 Undistributed net investment income (loss) 3,750 Accumulated net realized gain (loss) from investment securities, futures and foreign currency transactions (43,957) Net unrealized appreciation (depreciation) on: Investment securities (Net of deferred foreign taxes of $115) 20,206 Futures contracts 972 Translation of assets and liabilities denominated in foreign currencies 1,072 --------- Net Assets $188,065 ========= Shares Outstanding: Initial Class 18,852 Service Class 12 Net Asset Value and Offering Price Per Share: Initial Class $ 9.98 Service Class 10.00 STATEMENT OF OPERATIONS For the year ended December 31, 2003 (all amounts in thousands) Investment Income: Interest $ 27 Dividends 2,932 Income from loaned securities-net 37 Less withholding taxes on foreign dividends (329) -------- 2,667 -------- Expenses: Management and advisory fees 1,095 Transfer agent fees 2 Printing and shareholder reports 23 Custody fees 252 Administration fees 24 Legal fees 2 Auditing and accounting fees 14 Directors fees 4 Other 4 -------- Total expenses 1,420 Less: Advisory fee waiver (215) -------- Net expenses 1,205 -------- Net Investment Income (Loss) 1,462 -------- Net Realized Gain (Loss) from: Investment securities (3,828) Futures contracts 2,023 Foreign currency transactions 2,310 -------- 505 -------- Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on: Investment securities (Net of deferred foreign taxes of $115) 35,786 Futures contracts 1,025 Translation of assets and liabilities denominated in foreign currency 947 -------- 37,758 -------- Net Gain (Loss) on Investment Securities, Futures and Foreign Currency Transactions 38,263 -------- Net Increase (Decrease) in Net Assets Resulting from Operations $ 39,725 ======== The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 15 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the years ended (all amounts in thousands) December 31, December 31, 2003 2002 ---------------- ---------------- Increase (Decrease) In Net Assets From: Operations: Net investment income (loss) $ 1,462 $ 1,135 Net realized gain (loss) from investment securities, futures and foreign currency transactions 505 (29,874) Net unrealized appreciation (depreciation) on investment securities, futures and foreign currency translation 37,758 9,461 --------- --------- 39,725 (19,278) --------- --------- Distributions to Shareholders: From net investment income: Initial Class (1,244) (218) Service Class - - --------- --------- (1,244) (218) --------- --------- From net realized gains: Initial Class - - Service Class - - --------- --------- - - --------- --------- Capital Share Transactions: Proceeds from shares sold: Initial Class 97,218 201,897 Service Class 3,297 - --------- --------- 100,515 201,897 --------- --------- Dividends and distributions reinvested: Initial Class 1,244 218 Service Class - - --------- --------- 1,244 218 --------- --------- Cost of shares redeemed: Initial Class (49,958) (205,549) Service Class (3,273) - --------- --------- (53,231) (205,549) --------- --------- 48,528 (3,434) --------- --------- Net increase (decrease) in net assets 87,009 (22,930) --------- --------- Net Assets: Beginning of year 101,056 123,986 --------- --------- End of year $ 188,065 $ 101,056 ========= ========= Undistributed Net Investment Income (Loss) $ 3,750 $ 1,101 ========= ========= December 31, December 31, 2003 2002 ---------------- ---------------- Share Activity: Shares issued: Initial Class 11,654 23,402 Service Class 379 - --------- --------- 12,033 23,402 --------- --------- Shares issued-reinvested from distributions: Initial Class 151 27 Service Class - - --------- --------- 151 27 --------- --------- Shares redeemed: Initial Class (6,269) (23,652) Service Class (367) - --------- --------- (6,636) (23,652) --------- --------- Net increase (decrease) in shares outstanding 5,548 (223) ========= ========= The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 16 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period (a) --------------------------------------------------------- Investment Operations --------------------------------------------- Net Asset For the Value, Net Net Realized Period Beginning Investment and Unrealized Total Ended (b) of Period Income (Loss) Gain (Loss) Operations ------------ ----------- --------------- ---------------- ------------ Initial Class 12/31/2003 $ 7.59 $ 0.10 $ 2.37 $ 2.47 12/31/2002 9.16 0.08 (1.63) (1.55) 12/31/2001 15.18 0.03 (3.09) (3.06) 12/31/2000 20.88 0.03 (3.68) (3.65) 12/31/1999 16.19 0.10 5.02 5.12 - --------------- ---------- --------- -------- --------- --------- Service Class 12/31/2003 7.50 - 2.50 2.50 - --------------- ---------- --------- -------- --------- --------- For a share outstanding throughout each period (a) ----------------------------------------------------- Distributions ---------------------------------------- Net Asset From Net From Net Value, Investment Realized Total End Income Gains Distributions of Period ------------ ----------- --------------- ------------ Initial Class $ (0.08) $ - $ (0.08) $ 9.98 (0.02) - (0.02) 7.59 - (2.96) (2.96) 9.16 (0.03) (2.02) (2.05) 15.18 (0.26) (0.17) (0.43) 20.88 - --------------- --------- --------- --------- --------- Service Class - - - 10.00 - --------------- --------- --------- --------- --------- Ratios/Supplemental Data ----------------------------------------------------------------------- Ratio of Expenses Net Assets, to Average Net Investment For the End of Net Assets (f) Income (Loss) Portfolio Period Total Period ----------------------- to Average Turnover Ended (b) Return (c)(g) (000's) Net (d) Total (e) Net Assets (f) Rate (g) ------------ --------------- ------------- --------- ----------- ---------------- ---------- Initial Class 12/31/2003 32.81% $ 187,949 0.99% 1.17% 1.20% 53% 12/31/2002 (16.97) 101,056 1.17 1.17 1.01 118 12/31/2001 (22.96) 123,986 1.01 1.09 0.26 39 12/31/2000 (18.26) 186,664 0.98 1.07 0.15 63 12/31/1999 32.35 228,655 0.91 1.00 0.73 30 - --------------- ---------- ------ --------- ---- ---- ---- --- Service Class 12/31/2003 33.36 116 1.24 1.49 0.05 53 - --------------- ---------- ------ --------- ---- ---- ---- --- NOTES TO FINANCIAL HIGHLIGHTS: (a) Per share information is calculated based on average number of shares outstanding. (b) The inception dates of the Fund's share classes are as follows: Initial Class-April 8, 1991 Service Class-May 1, 2003 (c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. (d) For the year ended December 31, 2003, Ratio of Net Expenses to Average Net Assets is net of fee waivers by the investment adviser, if any, (see note 2). For the year ended December 31, 2002, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly. For the year ended December 31, 2001 and prior years, Ratio of Net Expenses to Average Net Assets is net of fees paid indirectly and credits allowed by the custodian. (e) Ratio of Total Expenses to Average Net Assets includes all expenses before reimbursements by the investment adviser. (f) Annualized. (g) Not annualized for periods of less than one year. The notes to the financial statements are an integral part of this report. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 17 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS At December 31, 2003 (all amounts in thousands) NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The AEGON/Transamerica Series Fund, Inc. ("ATSF") is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. ATSF serves as a funding vehicle for variable life insurance, variable annuity and group annuity products. Van Kampen Active International Allocation ("the Fund"), part of ATSF, began operations as T. Rowe Price International Stock Portfolio, a part of the Endeavor Series Trust, on April 8, 1991. The Fund became part of ATSF on May 1, 2002. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. See the Prospectus and Statement of Additional Information for a description of the Fund's investment objective. In preparing the Fund's financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following policies were consistently followed by the Fund, in accordance with GAAP. Multiple class operations and expenses: The Fund currently offers two classes of shares, an Initial Class and a Service Class. The Service Class was opened on May 1, 2003. Income, non-class specific expenses and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses. Security valuations: Fund investments traded on an exchange are valued at the closing price on the day of valuation on the exchange where the security is principally traded. With respect to securities traded on the NASDAQ INMS, such closing price may be the last reported sales price or the NASDAQ Official Closing Price. Debt securities are valued by independent pricing services; however, those that mature in sixty days or less are valued at amortized cost, which approximates market. Investment company securities are valued at the net asset value of the underlying portfolio. Other securities for which quotations are not readily available are valued at fair value determined in good faith, in accordance with procedures established by and, under the supervision of the Board of Directors and the Fund's Valuation Committee. The Fund values its investment securities at fair value based upon procedures approved by the Board of Directors on days when significant events occur after the close of the principal exchange on which the securities are traded, and as a result, are expected to materially affect the value of investments. Cash: The Fund may leave cash overnight in its cash account with the custodian, Investors Bank & Trust Company ("IBT"). IBT has been contracted on behalf of the Fund to invest the excess cash into a savings account, which at December 31, 2003, was paying an interest rate of 0.75%. Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through IBT, receives delivery of the underlying securities, the value of which at the time of purchase is required to be in an amount equal to at least 100% of the resale price. Repurchase agreements involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs are incurred. Securities lending: The Fund may lend securities to enhance fund earnings from investing cash collateral received in making such loans to qualified borrowers (typically broker/dealers). The Fund has engaged its custodian bank, IBT, as a lending agent to administer its securities lending program. IBT earned $16 of program net income for its services. When the Fund makes a security loan, it receives cash collateral as protection against the risk that the borrower will default on the loan, and records an asset for the cash invested collateral and a liability for the return of the collateral. Loans of securities are required to be secured by collateral at least equal to 102% of the value of the securities at inception of the loan, and not less then 100% thereafter. The Fund may invest cash collateral in short-term money market instruments including: U.S. Treasury Bills, U.S. agency obligations, commercial paper, money market mutual funds, repurchase agreements and other highly rated, liquid investments. During the life of securities loans, the collateral and securities loaned remain subject to fluctuation in value. IBT marks to market securities loaned and the collateral each business day. If additional collateral is due (at least $1), IBT collects additional cash collateral from the borrowers. Although securities loaned will be fully collateralized at all times, IBT may experience delays in, or may be prevented from, recovering the collateral on behalf of the Fund. The Fund may recall a loaned security position at any time from the borrower through IBT. In the event the borrower fails to timely return a recalled security, IBT may indemnify the Fund by purchasing replacement securities for the Fund at its own expense and claiming the collateral to fund such a purchase. IBT absorbs the loss if the collateral value is not sufficient to cover the cost of the replacement securities. If replacement securities are not available, IBT will credit the equivalent cash value to the Fund. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 18 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 1-(continued) Income from securities lending is included in the Statement of Operations. The amount of collateral and value of securities on loan are included in the Statement of Assets and Liabilities as well as in the Schedule of Investments. Directed brokerage: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which ATSF has established a Directed Brokerage Program. A Directed Brokerage Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within ATSF, or by any other party. Directed commissions during the year ended December 31, 2003, of $3 are included in net realized gains in the Statement of Operations. Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date. Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments. Foreign capital gains taxes: The Fund may be subject to taxes imposed by countries in which it invests, with respect to its investment in issuers existing or operating in such countries. Such taxes are generally based on income earned or repatriated and capital gains realized on the sale of such investments. The Fund accrues such taxes when the related income or capital gains are earned. Some countries require governmental approval for the repatriation of investment income, capital or the proceeds of sales earned by foreign investors. In addition, if there is a deterioration in a country's balance of payments or for other reasons, a country may impose temporary restrictions on foreign capital remittances abroad. The Fund's investments in Thailand are subject to a 15% governmental capital gains tax. Such taxes are due upon sale of individual securities. The Fund accrues for taxes on the capital gains throughout the holding period of the underlying securities. Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received. Foreign currency denominated assets may involve risks not typically associated with domestic transactions, including unanticipated movements in exchange currency rates, the degree of government supervision and regulation of security markets, and the possibility of political or economic instability. Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are closed a realized gain or loss is incurred. Risks may arise from changes in market value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts. Open forward currency contracts at December 31, 2003, are listed in the Schedule of Investments. Futures contracts: The Fund may enter into futures contracts to manage exposure to market, interest rate or currency fluctuations. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. The primary risks associated with futures contracts are imperfect correlation between the change in market value of the securities held and the prices of futures contracts; the possibility of an illiquid market and inability of the counterparty to meet the contract terms. The underlying face amounts of any open futures contracts at December 31, 2003, are listed in the Schedule of Investments. Variation margin payable represents additional payments due in order to maintain the equity account at the required margin level. Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-date. NOTE 2. RELATED PARTY TRANSACTIONS AEGON/Transamerica Fund Advisers, Inc. ("ATFA") is the Fund's investment adviser. AEGON/Transamerica Fund Services, Inc. ("ATFS") is the Fund's administrator and transfer agent. AFSG Securities Corp. ("AFSG") is the Fund's distributor. AFSG is 100% owned by AUSA Holding Company ("AUSA"). ATFA is a directly owned subsidiary of Western Reserve Life Assurance Co. of Ohio (78%) ("WRL") and AUSA (22%). ATFS is a wholly owned subsidiary of WRL. AUSA and WRL are wholly owned indirect subsidiaries of AEGON NV, a Netherlands corporation. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 19 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 2-(continued) The following schedule reflects the percentage of fund assets owned by affiliated mutual funds (ie: through the asset allocation funds): Net % of Assets Net Assets --------- ----------- Asset Allocation-Conservative Portfolio $1,053 1% Asset Allocation-Growth Portfolio 21,492 11% Asset Allocation-Moderate Portfolio 11,502 6% Asset Allocation-Moderate Growth Portfolio 28,498 15% -- 33% == Investment advisory fees: The Fund pays management fees to ATFA based on average daily net assets ("ANA") at the following rate: 0.90% of ANA ATFA currently voluntarily waives its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding 12b-1 fees, exceed the following stated annual limit implemented on January 1, 2003: 0.99% Expense Limit If total Fund expenses fall below the annual expense limitations agreed to by the adviser within the succeeding three years, the Fund may be required to pay the advisor a portion or all of the waived advisory fees. Advisory Fee Available for Waived Recapture Through -------------- ------------------ Fiscal Year 2003 $ 215 12/31/2006 Plan of Distribution: The Fund adopted a distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the Investment company Act of 1940, as amended. Pursuant to the Distribution Plan, ATSF entered into a Distribution Agreement with AFSG effective May 1, 1999. Under the Distribution Plan and Distribution Agreement on the Initial Class shares, AFSG, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund's shares, amounts equal to actual expenses associated with distributing the shares. The Distribution Plan on the Service Class shares requires ATSF to pay distribution fees to AFSG as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares. The Fund is authorized under the 12b-1 plan to pay fees on each class up to the following limits: Initial Class 0.15% Service Class 0.25% AFSG has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2004. Prior to AFSG seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund pays fees relating to Service Class shares. Administrative services: The Fund has entered into an agreement with ATFS for financial and legal fund administration services, which include such items as compliance, expenses, financial statements and other reporting, distributions, tax returns, prospectus preparation, board of directors meeting support, transfer agency and other legal matters. Transfer agent fees are reflected separately from Administration fees on the Statement of Operations. The Legal fees on the Statement of Operations are for fees paid to external legal counsel. ATFS provides its services to the Fund at cost and is reimbursed monthly. Deferred compensation plan: Each eligible Fund Director may elect participation in the Deferred Compensation Plan for Directors of ATSF ("the Plan"). Under the Plan, such Directors may defer payment of a percentage of their total fees earned as a Fund Director. These deferred amounts may be invested in any portfolio of IDEX Mutual Funds, an affiliate of the Fund. At December 31, 2003, the value of invested plan amounts was $6. Invested plan amounts and the total liability for deferred compensation to the Directors under the Plan at December 31, 2003, are included in Net assets in the accompanying Statement of Assets and Liabilities. NOTE 3. INVESTMENT TRANSACTIONS The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2003, are as follows: Purchases of securities: Long-Term excluding U.S. Government $ 75,489 U.S. Government - Proceeds from maturities and sales of securities: Long-Term excluding U.S. Government 56,611 U.S. Government - NOTE 4. FEDERAL INCOME TAX MATTERS The Fund has not made any provision for federal income taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments for items including, but not limited to, wash sales, foreign currency transactions, net operating losses and capital loss carryforwards. AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 20 Van Kampen Active International Allocation - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) At December 31, 2003 (all amounts in thousands) NOTE 4-(continued) Reclassifications between Undistributed net investment income (loss), Undistributed net realized capital gains (loss) and Additional paid-in capital are made to reflect income and gains available for distribution under federal tax regulations. Results of operations and net assets are not effected by these reclassifications. These reclassifications are as follows: Additional paid-in capital $ (14) Undistributed net investment income (loss) 2,431 Undistributed net realized capital gains (loss) (2,417) The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2003 was as follows: 2002 Distributions paid from: Ordinary income $ 218 Long-term capital gains - 2003 Distributions paid from: Ordinary income 1,244 Long-term capital gains - The tax basis components of distributable earnings as of December 31, 2003, are as follows: Undistributed Ordinary Income $ 4,908 ========= Undistributed Long-term Capital Gains $ - ========= Capital Loss Carryforward $ (39,210) ========= Post October Capital Loss $ 561 ========= Net Unrealized Appreciation (Depreciation) $ 16,120 ========= The capital loss carryforwards are available to offset future realized capital gains through the periods listed: Capital Loss Carryforward Available through - -------------- ------------------ $ 5,281 December 31, 2009 28,603 December 31, 2010 5,326 December 31, 2011 The aggregate cost of investments and composition of unrealized appreciation (depreciation) for federal income tax purposes as of December 31, 2003, are as follows: Federal Tax Cost Basis $138,134 ========= Unrealized Appreciation $ 21,253 Unrealized (Depreciation) (5,133) --------- Net Unrealized Appreciation (Depreciation) $ 16,120 ========= AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 21 - -------------------------------------------------------------------------------- Report of Independent Certified Public Accountants To the Board of Directors and Shareholders Van Kampen Active International Allocation In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Van Kampen Active International Allocation (the "Fund") (one of the portfolios constituting AEGON/Transamerica Series Fund, Inc.) at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Tampa, Florida February 19, 2004 AEGON/Transamerica Series Fund, Inc. Annual Report 2003 Van Kampen Active International Allocation 22 Term of Position(s) Office and Held with Length of Name, Address and Age Fund* Time Served - ---------------------------- --------------------- -------------- DIRECTORS Peter R. Brown Chairman, Indefinite** 11180 6th Street East Director From 1986 Treasure Island, FL 33706 to present (DOB 5/10/28) Daniel Calabria Director Indefinite** 7068 S. Shore Drive S. From 2001 South Pasadena, FL 33707 to present (DOB 3/05/36) Janice B. Case Director Indefinite** 205 Palm Island NW From 2001 Clearwater, Florida 33767 to present (DOB 9/27/52) Charles C. Harris Director Indefinite** 2 Seaside Lane #304 From 1986 Belleair, FL 33756 to present (DOB 1/15/30) Leo J. Hill Director Indefinite** 2201 N. Main St. From 2001 Gainesville, Florida 32609 to present (DOB 3/27/56) Russell A. Kimball, Jr. Director Indefinite** 1160 Gulf Boulevard From 1986 Clearwater Beach, FL 34630 to present (DOB 8/17/44) Larry N. Norman*** Director Indefinite** 4333 Edgewood Road NE From 2002 Cedar Rapids, IA 52499 to present (DOB 1/8/53) Thomas P. O'Neill*** Director Indefinite** 2003-present Brian C. Scott*** President & Chief Indefinite** (DOB 9/29/43) Executive Officer From 2002 and Director to present William W. Short, Jr. Vice Chairman, Indefinite** 6911 Bryan Dairy Road Director From 2000 Suite 210 to present Largo, FL 33777 (DOB 2/25/36) OFFICERS* John K. Carter Senior Vice From 1999 (DOB 4/24/61) President, General to present Counsel & Secretary Kim D. Day Vice President, From 2003 (DOB 8/2/55) Treasurer & to present Principal Financial Officer - -------- * The business address of each officer is 570 Carillon Parkway, St. Petersburg, FL 33716. No officer of the Fund receives any compensation paid by the Fund. ** Directors serve an indefinite term until his/her successor is elected or (in some cases) until he/she reaches the mandatory retirement age. *** May be deemed as "interested person" of the Fund as defined in the 1940 Act due to employment with an affiliate of ATFA. Number of Funds Other in Complex Directorships Principal Occupation(s) Overseen Held by Name, Address and Age During Past 5 Years by Director Director - ---------------------------- -------------------------------------------------------------- ------------- -------------- DIRECTORS Peter R. Brown Chairman of the Board, Peter Brown Construction 91 N/A 11180 6th Street East Company (1963-2000); Vice Chairman & Manager, Fund Treasure Island, FL 33706 B; Vice Chairman & Director, TIS; Chairman & Trustee, (DOB 5/10/28) IDEX; Director, TIF; Rear Admiral (Ret.) U.S. Navy Reserve, Civil Engineer Corps Daniel Calabria Director, TIS; Manager, Fund B; Trustee, IDEX; Trustee 90 N/A 7068 S. Shore Drive S. (1993-present) & President (1993-1995), Florida Tax South Pasadena, FL 33707 Free Funds (DOB 3/05/36) Janice B. Case Director, TIS; Trustee, IDEX ; Manager, Fund B; Senior 90 N/A 205 Palm Island NW Vice President (1996-2000), Vice President Clearwater, Florida 33767 (1990-1996), Director of Customer Service & Marketing (DOB 9/27/52) (1987-1990), Florida Power Corporation; Director, Central Vermont Public Service Co. (Audit Committee); Director, Western Electricity Coordinating Council (Chairman, Human Resources and Compensation Committee) Charles C. Harris Director TIS; Manager, Fund B; Trustee, IDEX 90 N/A 2 Seaside Lane #304 Belleair, FL 33756 (DOB 1/15/30) Leo J. Hill Director, TIS; Manager, Fund B; Owner & President, 90 N/A 2201 N. Main St. Prestige Automotive Group (2001-present); Market Gainesville, Florida 32609 President (1997-1998), NationsBank; President & CEO (DOB 3/27/56) (1994-1998), Barnett Bank of the Treasure Coast, FL Russell A. Kimball, Jr. Director, TIS; Manager, Fund B; Trustee, IDEX; General 90 N/A 1160 Gulf Boulevard Manager, Sheraton Sand Key Resort (1975-present) Clearwater Beach, FL 34630 (DOB 8/17/44) Larry N. Norman*** President & Chairman, Transamerica Life Insurance 91 N/A 4333 Edgewood Road NE Company; Director, ATFA; Director, TIS; Director ATIS; Cedar Rapids, IA 52499 Director, ATFS; Director, ATSF; Manager, Fund B; Director, (DOB 1/8/53) TIF; IDEX Trustees; President, AFSG Securities Corp. (AFSG) Thomas P. O'Neill*** President, AEGON Financial Services Group, Inc., Financial 90 N/A Institution Division; Director, ATSF; Director, TIS; Trustee, IDEX; Director, National Aquarium of Baltimore Brian C. Scott*** President & Chief Executive Officer, AEGON/Transamerica 91 N/A (DOB 9/29/43) Series Fund, Inc. (ATSF), President & Chief Executive Officer IDEX Mutual Funds (IDEX); Transamerica Occidental's Separate Account Fund B (Fund B), Transamerica Income Shares, Inc. (TIS); President, Transamerica Index Funds, Inc. (TIF); Manager, Transamerica Investment Management, LLC; President, Director & Chief Executive Officer, AEGON/Transamerica Fund Advisers, Inc. (ATFA), AEGON/Transamerica Investor Services, Inc. (ATIS) & AEGON Transamerica Fund Services, Inc. (ATFS); Chief Executive Officer, Transamerica Investors, Inc.; Director, President & Chief Executive Officer, Endeavor Management Co. (2001-2002) William W. Short, Jr. Vice Chairman, IDEX; Director, TIS; Manager, Fund B; 90 N/A 6911 Bryan Dairy Road President & majority shareholder of Shorts, Inc.; Suite 210 Chairman, Southern Apparel Corporation, S.A.S. Apparel Largo, FL 33777 Corporation and S.A.C. Distributors (DOB 2/25/36) OFFICERS* John K. Carter General Counsel, Sr. Vice President & Secretary, ATSF, N/A N/A (DOB 4/24/61) Fund B & TIS; Vice President & Secretary, TIF; Vice President & Senior Counsel, Western Reserve Life Assurance Co. of Ohio ("WRL"); Director, General Counsel, Sr. Vice President & Secretary, ATFA, ATIS & ATFS; Vice President, AFSG; Vice President, Secretary & Anti-Money Laundering Officer, Transamerica Investors, Inc.; Vice President & Counsel (March 1997-May, 1999), Salomon Smith Barney. Kim D. Day Vice President, Treasurer & Principal Financial Officer, N/A N/A (DOB 8/2/55) ATSF, TIS, Fund B; Vice President & Treasurer, ATFS, ATFA & ATIS & Transamerica Investors, Inc.; Asst. Vice President, WRL - -------- * The business address of each officer is 570 Carillon Parkway, St. Petersburg, FL 33716. No officer of the Fund receives any compensation paid by the Fund. ** Directors serve an indefinite term until his/her successor is elected or (in some cases) until he/she reaches the mandatory retirement age. *** May be deemed as "interested person" of the Fund as defined in the 1940 Act due to employment with an affiliate of ATFA. A History Of Performance(R) [LOGO] WRL(R) INSURANCE o ANNUITIES Home Office: Columbus, Ohio Administrative Office Address: P.O. Box 5068 Clearwater, Florida 33758-5068 Distributor: AFSG Securities Corporation www.westernreserve.com Customer Service: 1-800-851-9777 Item 2: Code of Ethics. (a) Registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer, and any other officers who serve a similar function. (c) During the period covered by the report, no amendments were made to the provisions of this code of ethics. (d) During the period covered by the report, Registrant did not grant any waivers, including implicit waivers, from the provisions of this code of ethics. (f) (1) Registrant has filed this code of ethics as an exhibit pursuant to Item 10(a)(1) of Form N-CSR. Item 3: Audit Committee Financial Expert. Registrant's Board of Directors has determined that Peter Brown and William Short are "audit committee financial experts," as such term is defined in Item 3 of Form N-CSR. Mr. Brown and Mr. Short are "independent" under the standards set forth in Item 3 of Form N-CSR. The designation of Mr. Brown and Mr. Short as "audit committee financial experts" pursuant to Item 3 of Form N-CSR does not (i) impose upon them any duties, obligations, or liabilities that are greater than the duties, obligations and liabilities imposed upon them as members of the Registrant's audit committee or Board of Directors in the absence of such designation; or (ii) affect the duties, obligations or liabilities of any other member of the registrant's audit committee or Board of Directors. Item 4: Principal Accountant Fees and Services. Fiscal Year Ended 12/31 ----------------------- 2002 2003 ---- ---- (in thousands) (a) Audit Fees 456 546 (b) Audit-related Fees 93 25 (c) Tax Fees 44 51 (d) All Other Fees N/A N/A (e)(1) Pre-approval policy * (see below) (e)(2) % of above that were pre-approved 0% 0% (f) If greater than 50%, disclose hours N/A N/A (g) Non-audit fees rendered to Adviser (or affiliate that provided services to Registrant) N/A N/A (h) Disclose whether the Audit Committee has considered whether the provisions of non-audit services rendered to the Adviser that were NOT pre-approved is Compatible with maintaining the auditor's Independence. Yes Yes *(e)(1) The Audit Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services, to one or more members or a subcommittee. Any decision of the subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next regularly scheduled meeting. 2 Item 5: [Reserved]. Item 6: [Reserved]. Item 7: Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8: [Reserved]. Item 9: Controls and Procedures. (a) Based on their evaluation of registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940 (17 CFR 270.30a-2(c)) as of December 31, 2003, registrant's principal executive officer and principal financial officer found registrant's disclosure controls and procedures to be appropriately designed to ensure that information required to be disclosed by registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission. (b) There have been no significant changes in registrant's internal controls or in other factors that could significantly affect registrant's internal controls subsequent to the date of the most recent evaluation as indicated, including no significant deficiencies or material weaknesses that required corrective action. Item 10: Exhibits. (a)(1) Registrant's code of ethics (that is the subject of the disclosure required by Item 2(a)) is attached. (2) Separate certifications for Registrant's principal executive officer and principal financial officer, as required by Rule 30a-2(a) under the 1940 Act, are attached. (b) A certification for Registrant's principal executive officer and principal financial officer, as required by Rule 30a-2(b) under the 1940 Act, is attached. This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. section 1350 and is not being filed as part of the Form N-CSR with the Commission. Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AEGON/Transamerica Series Fund, Inc. ------------------------------------ (Registrant) By: /s/ Brian C. Scott ------------------ President and Chief Executive Officer Date: March 4, 2004 3 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Brian C. Scott ------------------ President and Chief Executive Officer Date: March 4, 2004 By: /s/ Kim D. Day -------------- Vice President, Treasurer and Principal Financial Officer Date: March 4, 2004 4 EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 10(b)(1) Code of Ethics for Principal Executive and Senior Financial Officers 10(b)(2) Section 302 N-CSR Certification of Principal Executive Officer 10(b)(3) Section 302 N-CSR Certification of Principal Financial Officer 10(b)(4) Section 906 N-CSR Certification of Principal Executive Officer, Principal Financial Officer & General Counsel 5