EXHIBIT 23(D)(1)
INVESTMENT ADVISORY AGREEMENT
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;
(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 0000 Xxx)
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 & Ommissions 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.
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 0000 Xxx) 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.
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 0000 Xxx)
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
0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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.
By:
------------------------------ --------------------------------------
Assistant Vice President Chairman of the Board and President
and Assistant Secretary
ATTEST: WRL INVESTMENT MANAGEMENT, INC.
By:
------------------------------ --------------------------------------
Assistant Vice President President
and Assistant Secretary
AEGON/TRANSAMERICA SERIES FUND, INC.
INVESTMENT ADVISORY AGREEMENT
SCHEDULE A
EFFECTIVE AS OF: MAY 1, 2002
PERCENTAGE OF
AVERAGE DAILY NET EFFECTIVE
PORTFOLIO ASSETS DATE/TERMINATION DATE
--------- ----------------- ---------------------
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
Xxx Xxxxxx Emerging Growth 0.80% January 1, 1997/
April 30, 2003
LKCM Strategic Total Return 0.80% January 1, 1997/
April 30, 0000
Xxxxx 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, 0000
Xxxxx Xxxxxx 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
Xxxxxxx Xxxxx 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
X. Xxxx 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
X. Xxxx 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 0.90% 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
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 of
average daily net assets; 0.95%
of average daily net assets over
$50 million up to $150 million; March 1, 2002/
0.90% of average daily net assets April 30, 2004
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 & 0.90% July 16, 2001/
Technology 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 Small Company 0.85% May 1, 2002/
April 30, 2004
Transamerica Money Market 0.35% May 1, 2002/
April 30, 2004
Xxx Xxxxxx Money Market 0.50% May 1, 2002/
April 30, 2004
Xxx Xxxxxx Active International 0.90% May 1, 2002/
Allocation 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
Xxxxxxxx Growth 0.85% May 1, 2002/
April 30, 2004
Dreyfus Small Cap Value 0.80% May 1, 2002/
April 30, 2004
X. Xxxx Price Equity Income 0.80% May 1, 2002/
April 30, 2004
X. Xxxx Price Growth Stock 0.80% May 1, 2002/
April 30, 2004
X. X. Xxxxxx 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 0.65% May 1, 2002/
Securities April 30, 2004
MFS High Yield 0.775% May 1, 2002/
April 30, 2004
Xxx Xxxxxx 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.
IN WITNESS WHEREOF, the parties hereto have caused this amended schedule to be
executed by their duly authorized signatories as of the date and year first
above written.
Attest: AEGON/TRANSAMERICA SERIES FUND, INC.
By: By:
------------------------------ --------------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Assistant Vice President Title: Vice President, General Counsel
and Assistant Secretary and Secretary
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: By:
------------------------------ --------------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Assistant Vice President Title: Vice President, General
and Assistant Secretary Counsel, Compliance
Officer and Secretary
