EXHIBIT 23(D)(1)
FORM OF INVESTMENT ADVISORY AGREEMENT
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT BETWEEN
WRL SERIES FUND, INC.
AND
WRL INVESTMENT MANAGEMENT, INC.
THIS AMENDMENT is made as of May 1, 2001 to the Investment Advisory Agreement
dated January 1, 1997 between WRL Series Fund, Inc. and WRL Investment
Management, Inc. In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. FUND NAME. Any references to WRL Series Fund, Inc. (the
"FUND") will now be revised to mean AEGON/Transamerica Series
Fund, Inc. ("ATSF") in response to the name change of the
Fund, effective May 1, 2001.
2. INVESTMENT ADVISER CHANGE. Any references to WRL Investment
Management, Inc. as the Investment Advisor to the Fund will
now be revised to mean AEGON/Transamerica Fund Advisers, Inc.
("ATFA"), a Florida corporation, in response to the name
change of the investment adviser of the Fund, effective May 1,
2001.
In all other respects, the Investment Advisory Agreement dated January 1, 1997
is confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the parties have hereto have caused this amendment to be
executed by their duly authorized signatories as of the date and year first
above written.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Vice President and Vice President, General Counsel
Assistant Secretary Compliance Officer and Secretary
ATTEST: AEGON/TRANSAMERICA SERIES FUND, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Vice President and Vice President, General Counsel
Assistant Secretary and Secretary
WRL SERIES FUND, INC.
INVESTMENT ADVISORY AGREEMENT
This Agreement, entered into between WRL Series Fund, Inc., a Maryland
corporation (referred to herein as the "Fund"), and WRL Investment Management,
Inc., a Florida corporation (referred to herein as "WRL Management"), to provide
certain investment advisory services with respect to the series of shares of
common stock of the Fund.
The Fund is registered as an open-end investment company under the
Investment Company Act of 1940, as amended, (the "1940 Act") and consists of
more than one series of shares (the "Portfolios"). In managing its Portfolios,
the Fund wishes to have the benefit of the investment advisory services of WRL
Management and its assistance in performing certain management functions. WRL
Management desires to furnish such services to the Fund and to perform the
functions assigned to it under this Agreement for the considerations provided.
Schedule A lists the effective date and termination date of this Agreement for
each Portfolio of the Fund. Accordingly, the parties have agreed as follows:
1. Investment Advisory Services. In its capacity as investment
adviser to the Fund, WRL Management shall have the following responsibilities:
(a) to furnish continuous advice and recommendations to
the Fund as to the acquisition, holding or disposition of any
or all of the securities or other assets which the Portfolios
may own or contemplate acquiring from time to time;
(b) to cause its officers to attend meetings and furnish
oral or written reports, as the Fund may reasonably require,
in order to keep the Board of Directors and appropriate
officers of the Fund fully informed as to the conditions of
each investment portfolio of the Portfolios, the investment
recommendations of WRL Management, and the investment
considerations which have given rise to those recommendations;
(c) to supervise the purchase and sale of securities of
the Portfolios as directed by the appropriate officers of the
Fund; and
(d) to maintain all books and records required to be
maintained by the Investment Adviser pursuant to the 1940 Act
and the rules and regulations promulgated thereunder with
respect to transactions on behalf of the Fund. In compliance
with the requirements of Rule 31a-3 under the 1940 Act, WRL
Management hereby agrees: (i) that all records that it
maintains for the Fund are the property of the Fund, (ii) to
preserve for the periods prescribed by Rule 31a-2 under the
1940 Act any records that it maintains for the Fund and that
are required to be maintained by Rule 31a-1 under the 1940 Act
and (iii) agrees to surrender promptly to the Fund any records
that it maintains for the Fund upon request by the Fund;
provided, however, WRL Management may retain copies of such
records.
WRL Management shall pay all expenses incurred in connection with the
performance of its responsibilities under this Agreement. It is understood and
agreed that WRL Management may, and intends to, enter into Sub-Advisory
Agreements with duly registered investment advisers (the "Sub-Advisers") for
each Portfolio, under which each Sub-Adviser will, under the supervision of WRL
Management, furnish investment information and advice with respect to one or
more Portfolios to assist WRL Management in carrying out its responsibilities
under this Section 1. The compensation to be paid to each Sub-Adviser for such
services and the other terms and conditions under which the services shall be
rendered by the Sub-Adviser shall be set forth in the Sub-Advisory Agreement
between WRL
Page 1 of 5
Management and each Sub-Adviser; provided, however, that such Agreement shall be
approved by the Board of Directors and by the holders of the outstanding voting
securities of each Portfolio in accordance with the requirements of Section 15
of the 1940 Act, and shall otherwise be subject to, and contain such provisions
as shall be required by the 1940 Act.
2. Obligations of the Fund. The Fund shall have the following
obligations under this Agreement:
(a) to keep WRL Management continuously and fully
informed as to the composition of each Portfolio's investment
securities and the nature of all of its assets and liabilities
from time to time;
(b) to furnish WRL Management with a certified copy of
any financial statement or report prepared for each Portfolio
by certified or independent public accountants, and with
copies of any financial statements or reports made to its
shareholders or to any governmental body or securities
exchange;
(c) to furnish WRL Management with any further materials
or information which WRL Management may reasonably request to
enable it to perform its functions under this Agreement; and
(d) to compensate WRL Management for its services in
accordance with the provisions of Section 3 hereof.
3. Compensation. For its services under this Agreement, WRL
Management is entitled to receive from each Portfolio a monthly fee, payable on
the last day of each month during which or part of which this Agreement is in
effect, as set forth on Schedule A attached to this Agreement, as it may be
amended from time to time in accordance with Section 11 below. For the month
during which this Agreement becomes effective and the month during which it
terminates, however, there shall be an appropriate pro-ration of the fee payable
for such month based on the number of calendar days of such month during which
this Agreement is effective.
4. Expenses Paid by each Portfolio. Nothing in this Agreement
shall be construed to impose upon WRL Management the obligation to incur, pay,
or reimburse a Portfolio for any expenses. A Portfolio shall pay all of its
expenses including, but not limited to:
(a) all costs and expenses, including legal and
accounting fees, incurred in connection with the formation and
organization of a Portfolio, including the preparation (and
filing, when necessary) of the Portfolio's contracts, plans
and documents; conducting meetings of organizers, directors
and shareholders, and all other matters relating to the
formation and organization of a Portfolio and the preparation
for offering its shares. The organization of a Portfolio for
all of the foregoing purposes will be considered completed
upon effectiveness of the post-effective amendment to the
Fund's registration statement to register the Portfolio under
the Securities Act of 1933.
(b) all costs and expenses, including legal and
accounting fees, filing fees and printing costs, in connection
with the preparation and filing of the post-effective
amendment to the Fund's registration statement to register the
Portfolio under the Securities Act of 1933 and the 1940 Act
(including all amendments thereto prior to the effectiveness
of the registration statement under the Securities Act of
1933);
(c) investment advisory fees;
Page 2 of 5
(d) any compensation, fees, or reimbursements which the
Fund pays to its Directors who are not interested persons (as
that phrase is defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of
the Fund or WRL Management;
(e) compensation of the Fund's custodian, administrator,
registrar and dividend disbursing agent;
(f) legal, accounting and printing expenses;
(g) other administrative, clerical, recordkeeping and
bookkeeping expenses;
(h) pricing costs, including the daily calculation of net
asset value;
(i) auditing;
(j) insurance premiums, including Fidelity Bond Coverage,
Error & Omissions Coverage and Directors and Officers
Coverage, in accordance with the provisions of the 1940 Act
and the rules thereunder;
(k) services for shareholders, including allocable
telephone and personnel expenses;
(l) brokerage commissions and all other expenses in
connection with execution of portfolio transactions, including
interest:
(m) all federal, state and local taxes (including stamp,
excise, income and franchise taxes) and the preparation and
filing of all returns and reports in connection therewith;
(n) costs of certificates and the expenses of delivering
such certificates to the purchasers of shares relating
thereto;
(o) expenses of local representation in Maryland;
(p) fees and/or expenses payable pursuant to any plan of
distribution adopted with respect to the Fund in accordance
with Section 12(b) of the 1940 Act and Rule 12b-1 thereunder;
(q) expenses of shareholders' meetings and of preparing,
printing and distributing notices, proxy statements and
reports to shareholders;
(r) expenses of preparing and filing reports with federal
and state regulatory authorities;
(s) all costs and expenses, including fees and
disbursements, of counsel and auditors, filing and renewal
fees and printing costs in connection with the filing of any
required amendments, supplements or renewals of registration
statement, qualifications or prospectuses under the Securities
Act of 1933 and the securities laws of any states or
territories subsequent to the effectiveness of the initial
registration statement under the Securities Act of 1933;
(t) all costs involved in preparing and printing
prospectuses of the Fund;
(u) extraordinary expenses; and
(v) all other expenses properly payable by the Fund or
the Portfolios.
Page 3 of 5
5. Treatment of Investment Advice. With respect to the
Portfolios, the Fund shall treat the investment advice and recommendations of
WRL Management as being advisory only, and shall retain full control over its
own investment policies. However, the Directors of the Fund may delegate to the
appropriate officers of the Fund, or to a committee of Directors, the power to
authorize purchases, sales or other actions affecting the Portfolios in the
interim between meetings of the Directors, provided such action is consistent
with the established investment policy of the Directors and is reported to the
Directors at their next meeting.
6. Brokerage Commissions. For purposes of this Agreement,
brokerage commissions paid by each Portfolio upon the purchase or sale of its
portfolio securities shall be considered a cost of securities of the Portfolio
and shall be paid by the Portfolio. WRL Management is authorized and directed to
place each Portfolio's securities transactions, or to delegate to the
Sub-Adviser of that Portfolio the authority and direction to place the
Portfolio's securities transactions, only with brokers and dealers who render
satisfactory service in the execution of orders at the most favorable price and
at reasonable commission rates (best price and execution); provided, however,
that WRL Management or the Sub-Adviser, may pay a broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if WRL Management or the Sub-Adviser determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer viewed in
terms of either that particular transaction or the overall responsibilities of
WRL Management or the Sub-Adviser. WRL Management and the Sub-Adviser are also
authorized to consider sales of individual and group life insurance policies
and/or variable annuity contract issued by Western Reserve Life Assurance Co. of
Ohio by a broker-dealer as a factor in selecting broker-dealers to execute the
Portfolio's securities transactions, provided that in placing portfolio business
with such broker-dealers, WRL Management and the Sub-Adviser shall seek the best
execution of each transaction and all such brokerage placement shall be
consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. Notwithstanding the foregoing, the Fund shall retain
the right to direct the placement of all securities transactions of the
Portfolios, and the Directors may establish policies or guidelines to be
followed by WRL Management and the Sub-Advisers in placing securities
transactions for each Portfolio pursuant to the foregoing provisions. WRL
Management shall report on the placement of portfolio transactions each quarter
to the Directors of the Fund.
7. Limitation on Expenses of the Portfolios. If the insurance or
securities laws, regulations or policies of any state in which shares of the
Portfolios are qualified for sale limit the operation and management expenses
(collectively referred to as "Normal Operating Expenses" and as described
below), WRL Management will pay on behalf of the Portfolios the amount by which
such expenses exceed the lowest of such state limitations (the "Expense
Limitation"). Normal Operating Expenses include, but are not limited to, the
fees of the Portfolios' investment adviser, the compensation of its custodian,
registrar, auditors and legal counsel, printing expenses, expenses incurred in
complying with all laws applicable to the sale of shares of the Portfolios and
any compensation, fees, or reimbursement which the Portfolios pay to Directors
of the Fund who are not interested persons (as that phrase is defined in Section
2(a)(19) of the ▇▇▇▇ ▇▇▇) of WRL Management, but excluding all interest and all
federal, state and local taxes (such as stamp, excise, income, franchise and
similar taxes). If Normal Operating Expenses exceed in any year the Expense
Limitation of the Fund, WRL Management shall pay for those excess expenses on
behalf of the Portfolios in the year in which they are incurred. Expenses of the
Portfolios shall be calculated and accrued monthly. If at the end of any month
the accrued expenses of the Portfolios exceed a pro rata portion of the
above-described Expense Limitation, based upon the average daily net asset value
of the Portfolios from the beginning of the fiscal year through the end of the
month for which calculation is made, the amount of such excess shall be paid by
WRL Management on behalf of the Portfolios and such excess amounts shall
continue to be paid until the end of a month when such accrued expenses are less
than the pro rata portion of such Expense Limitation. Any necessary final
adjusting payments, whether from WRL Management to the Portfolios or from the
Portfolios to WRL Management, shall be made as soon as reasonably practicable
after the end of the fiscal year.
Page 4 of 5
8. Termination. This Agreement may be terminated at any time,
without penalty, by the Directors of the Fund or by the shareholders of each
Portfolio acting by vote of at least a majority of its outstanding voting
securities (as that phrase is defined in Section 2(a)(42) of the ▇▇▇▇ ▇▇▇)
provided in either case that 60 days' written notice of termination be given to
WRL Management at its principal place of business. This Agreement may be
terminated by WRL Management at any time by giving 60 days' written notice of
termination to the Fund, addressed to its principal place of business.
9. Assignment. This Agreement shall terminate automatically in
the event of any assignment (as the term is defined in Section 2(a)(4) of the
▇▇▇▇ ▇▇▇) of this Agreement.
10. Term. This Agreement shall continue in effect, unless sooner
terminated in accordance with its terms, as provided for each Portfolio on
Schedule A, and shall continue in effect from year to year thereafter provided
such continuance is specifically approved at least annually by the vote of a
majority of the Directors of the Fund who are not parties hereto or interested
persons (as that term is defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of any
such party, cast in person at a meeting called for the purpose of voting on the
approval of the terms of such renewal, and by either the Directors of the Fund
or the affirmative vote of a majority of the outstanding voting securities of
each Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
11. Amendments. This Agreement may be amended only with the
approval of the affirmative vote of a majority of the outstanding voting
securities of each Portfolio (as that phrase is defined in Section 2(a)(42) of
the ▇▇▇▇ ▇▇▇) and the approval by the vote of a majority of Directors of the
Fund who are not parties hereto or interested persons (as that phrase is defined
in Section 2(a)(19) of the 1940 Act of 1940) of any such party, cast in person
at a meeting called for the purpose of voting on the approval of such amendment,
unless otherwise permitted in accordance with the 1940 Act.
12. Prior Agreements. This Agreement constitutes the entire
agreement between the parties hereto and supersedes in its entirety any and all
previous agreements between the parties relative to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
ATTEST: WRL SERIES FUND, INC.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------- -----------------------
Assistant Vice President Chairman of the Board and President
and Assistant Secretary
ATTEST: WRL INVESTMENT MANAGEMENT, INC.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------- -----------------------
Assistant Vice President President
and Assistant Secretary
Page 5 of 5
AEGON/TRANSAMERICA SERIES FUND, INC.
FORM OF
INVESTMENT ADVISORY AGREEMENT
SCHEDULE A
EFFECTIVE AS OF: DECEMBER 2, 2002
PERCENTAGE OF AVERAGE DAILY NET EFFECTIVE DATE/TERMINATION DATE
PORTFOLIO ASSETS
Janus Growth 0.80% January 1, 1997/
April 30, 2003
AEGON Bond 0.45% January 1, 1998/
April 30, 2003
Janus Global 0.80% January 1, 1997/
April 30, 2003
▇▇▇ ▇▇▇▇▇▇ Emerging Growth 0.80% January 1, 1997/
April 30, 2003
LKCM Strategic Total Return 0.80% January 1, 1997/
April 30, ▇▇▇▇
▇▇▇▇▇ Aggressive Growth 0.80% January 1, 1997/
April 30, 2003
Federated Growth & Income 0.75% January 1, 1997/
April 30, 2003
Transamerica Value Balanced 0.75% January 1, 1997/
April 30, 2003
PBHG/NWQ Value Select 0.80% January 1, 1997/
April 30, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Value 0.80% January 1, 1998/
April 30, 2003
Clarion Real Estate Securities 0.80% May 1, 1998/
April 30, 2003
Salomon All Cap 0.90% of the first $100 million May 1, 1999/
of average daily net assets; April 30, 2003
0.80% of average daily net
assets over $100 million
▇▇▇▇▇▇▇ ▇▇▇▇▇ Growth 0.90% of the first $100 million May 1, 1999/
of average daily net assets; April 30, 2003
0.80% of average daily net
assets over $100 million
Munder Net50 0.90% May 1, 2001/
April 30, 2003
▇. ▇▇▇▇ Price Dividend Growth 0.90% of the first $100 million May 1, 1999/
of average daily net assets; April 30, 2003
0.80% of average daily net
assets over $100 million
▇. ▇▇▇▇ Price Small Cap 0.75% May 1, 1999/
April 30, 2003
PBHG Mid Cap Growth 0.90% of the first $100 million May 1, 1999/
of average daily net assets; April 30, 2003
0.80% of average daily net
assets over $100 million
GE U.S. Equity 0.80% January 1, 1997/
April 30, 2003
Dreyfus Mid Cap 0.85% of the first $100 million May 1, 1999/
of average daily net assets; April 30, 2003
0.80% of average daily net
assets over $100 million
Great Companies - America(sm) 0.80% May 1, 2000/
April 30, 2003
Great Companies - Technology(sm) 0.80% May 1, 2000/
April 30, 2003
Value Line Aggressive Growth 0.80% May 1, 2000/
April 30, 2003
Gabelli Global Growth 1.00% of the first $500 million September 1, 2000/
of average daily net assets; April 30, 2003
0.90% of average daily net
assets over $500 million up to
$1 billion; and 0.80% of average
daily net assets in excess of $1
billion
Great Companies - Global(2) 0.80% September 1, 2000/
April 30, 2003
LKCM Capital Growth 0.80% December 1, 2000/
April 30, 2003
American Century International 1.00% of the first $50 million March 1, 2002/
of average daily net assets; April 30, 2004
0.95% of average daily net
assets over $50 million up to
$150 million; 0.90% of average
daily net assets over $150
million up to $500 million; and
0.85% of average daily net
assets in excess of $500 million.
American Century 0.90% of the first $100 million May 1, 2002/
Income & Growth of average daily net assets; April 30, 2004
0.85% of average daily net
assets over $100 million up to
$250 million; and 0.80% of
average daily net assets in
excess of $250 million.
BlackRock Large Cap Value 0.80% July 16, 2001/
April 30, 2003
BlackRock Mid Cap Growth 0.80% July 16, 2001/
April 30, 2003
BlackRock Global Science & Technology 0.90% July 16, 2001/
April 30, 2003
Conservative Asset Allocation 0.10% May 1, 2002/
April 30, 2004
Moderate Asset Allocation 0.10% May 1, 2002/
April 30, 2004
Moderately Aggressive 0.10% May 1, 2002/
Asset Allocation April 30, 2004
Aggressive Asset 0.10% May 1, 2002/
Allocation April 30, 2004
Janus Balanced 0.90% of the first $500 million May 1, 2002/
of average daily net assets; April 30, 2004
0.85% of the next $500 million
of average daily net assets; and
0.80% of average daily net
assets over $1 billion
Transamerica Convertible Securities 0.80% of the first $500 million May 1, 2002/
of average daily net assets; April 30, 2004
0.70% of average daily net
assets in excess of $500 million
PIMCO Total Return 0.70% May 1, 2002/
April 30, 2004
Transamerica Equity 0.75% May 1, 2002/
April 30, 2004
Transamerica Growth Opportunities 0.85% May 1, 2002/
April 30, 2004
Transamerica Money Market 0.35% May 1, 2002/
April 30, 2004
▇▇▇ ▇▇▇▇▇▇ Money Market 0.50% May 1, 2002/
April 30, 2004
▇▇▇ ▇▇▇▇▇▇ Active International Allocation 0.90% May 1, 2002/
April 30, 2004
Capital Guardian Value 0.85% of the first $300 million May 1, 2002/
of average daily net assets; April 30, 2004
0.80% over $300 million up to
$500 million; and 0.775% of
average daily net assets in
excess of $500 million
▇▇▇▇▇▇▇▇ Growth 0.85% May 1, 2002/
April 30, 2004
Dreyfus Small Cap Value 0.80% May 1, 2002/
April 30, 2004
▇. ▇▇▇▇ Price Equity Income 0.80% May 1, 2002/
April 30, 2004
▇. ▇▇▇▇ Price Growth Stock 0.80% May 1, 2002/
April 30, 2004
▇. ▇. ▇▇▇▇▇▇ Enhanced Index 0.75% May 1, 2002/
April 30, 2004
Janus Growth II 0.80% May 1, 2002/
April 30, 2004
Capital Guardian U.S. Equity 0.85% of the first $300 million May 1, 2002/
of average daily net assets; April 30, 2004
0.80% over $300 million up
to $500 million; and 0.775%
of average daily net assets
in excess of $500 million
Capital Guardian Global 1.05% of the first
$150 million May 1, 2002/
of average daily net
assets; April 30, 2004 1.00%
over $150 million up to $300
million; 0.95% over $300
million up to $500 million; and
0.925% of average daily net
assets in excess of $500 million
Transamerica U.S. Government Securities 0.65% May 1, 2002/
April 30, 2004
MFS High Yield 0.775% May 1, 2002/
April 30, 2004
▇▇▇ ▇▇▇▇▇▇ Asset Allocation 0.75% May 1, 2002/
April 30, 2004
Protected Principal Stock 1.30% of the first $100 million May 1, 2002/
of average daily net assets; April 30, 2004
1.25% of average daily net
assets over $100 million.
Select + Aggressive 0.10% November 1, 2002/
April 30, 2004
Select + Growth & Income 0.10% November 1, 2002/
April 30, 2004
Select + Conservative 0.10% November 1, 2002/
April 30, 2004
