Exhibit 23(d)(2)(nn)
Investment Sub-Advisory Agreement - TA IDEX Evergreen Health Care
SUB-ADVISORY AGREEMENT BETWEEN
TRANSAMERICA FUND ADVISORS, INC. AND
EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC
SUB-ADVISORY AGREEMENT, made as of the 1st day of March, 2006 between
Transamerica Fund Advisors, Inc. (the "Investment Adviser"), a corporation
organized and existing under the laws of the State of Florida, and Evergreen
Investment Management Company, LLC (the "Sub-Adviser"), a limited liability
company organized and existing under the laws of the State of Delaware.
WHEREAS, the Investment Adviser has entered into an Investment Advisory
Agreement dated as of March 1, 2006 ("Advisory Agreement") with Transamerica
IDEX Mutual Funds ("Transamerica IDEX"), a Delaware statutory trust which is
registered as an open-end management investment company under the Investment
Company Act of 1940, as amended ("1940 Act"), to provide or procure investment
advisory services with respect to TA IDEX Evergreen Health Care (the "Fund"), a
separate series of Transamerica IDEX; and
WHEREAS, the Sub-Adviser is engaged principally in the business of
rendering investment advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act");
and
WHEREAS, the Investment Adviser desires to retain the Sub-Adviser as
sub-adviser to assist the Investment Adviser in furnishing certain investment
advisory services with respect to the Fund, and the Sub-Adviser is willing to
furnish such services upon the terms and conditions and for the compensation set
forth below.
NOW, THEREFORE, in consideration of the premises and mutual promises herein
set forth, the parties hereto agree as follows:
1. APPOINTMENT.
The Investment Adviser hereby appoints the Sub-Adviser as its investment
sub-adviser with respect to the Fund for the period and on the terms set forth
in this Agreement. The Sub-Adviser accepts such appointment and agrees to render
the services herein set forth, for the compensation herein provided. The
Sub-Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, except as otherwise provided herein, have no authority to
act for or represent the Investment Adviser, Transamerica IDEX, or the Fund in
any way or otherwise be deemed the agent of any of them.
2. DUTIES AND SERVICES OF THE SUB-ADVISER.
A. Investment Sub-Advisory Services. Subject to the supervision of the
Transamerica IDEX Board of Trustees ("Board") and the Investment Adviser, the
Sub-Adviser shall act as the investment sub-adviser to, and shall manage the
day-to-day investment program of, the Fund in accordance with the Fund's
investment objective, policies, and restrictions as provided in the Transamerica
IDEX Prospectus and Statement of Additional Information, as currently in effect
and as amended or supplemented from time to time (hereinafter referred to as the
"Prospectus"), and such other limitations as directed by the appropriate
officers of the Investment Adviser or Transamerica IDEX by notice in writing to
the Sub-Adviser. In furtherance of this duty, the Sub-Adviser, on behalf of the
Fund, is authorized, in its discretion and without prior consultation with the
Board or the Investment Adviser, to (without limitation):
(1) provide investment research and analysis concerning the Fund's investments
and conduct a continuous investment program for the Fund;
(2) place orders and negotiate the commissions (if any) for all purchases and
sales of the investments made by the Fund with or through such brokers, dealers,
underwriters or issuers as the Sub-Adviser may select;
(3) maintain the books and records required in connection with its duties
hereunder; and
(4) keep the Investment Adviser informed of developments materially affecting
the Fund and its investments.
B. Additional Duties of the Sub-Adviser. In addition to the above, the
Sub-Adviser shall:
(1) use the same skills and care in providing its services to the Fund as it
uses in providing investment services to other open-end management investment
companies registered under the 1940 Act; and
(2) cause its officers to attend meetings, either in person or via
teleconference, of Transamerica IDEX and furnish oral or written reports, as
Transamerica IDEX of the Investment Adviser may reasonably require, in order to
keep Transamerica IDEX and its officers and Board fully informed as to the
condition of the investments of the Fund, the investment recommendations of the
Sub-Adviser, and the investment considerations which provide the basis for those
recommendations.
C. Further Duties of the Sub-Adviser. (1) In all matters relating to the
performance of this Agreement, the Sub-Adviser shall act in conformity with the
Transamerica IDEX Declaration of Trust and By-Laws, as each may be amended or
supplemented, and the currently effective Registration Statement (as defined
below) and with the written instructions and directions of Transamerica IDEX and
the Investment Adviser, and shall comply in all material respects with the
requirements of the 1940 Act, the Advisers Act, the rules thereunder, and all
other applicable laws and regulations.
(2) The Sub-Adviser acknowledges that the Fund may engage in certain
transactions in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule
17a-10 and Rule 17e-1 under the 1940 Act. Accordingly, the Sub-Adviser hereby
agrees that it will not consult with any other sub-adviser of the Fund, or an
affiliated person of such other sub-adviser, concerning transactions for the
Fund in securities or other fund assets. The Sub-Adviser shall be limited to
providing investment advice with respect to only the discrete portion of the
Fund's portfolio as may be determined from time to time by the Investment
Adviser, and shall not consult with any other sub-adviser as to any other
portion of the Fund's portfolio concerning transactions for the Fund in
securities or other assets.
D. Custody. The Sub-Adviser shall have no responsibility with respect to
maintaining custody of the Fund's assets. The Investment Adviser shall provide
to the Sub-Adviser, in writing, the name of the custodian of the Fund (the
"Custodian") and a list of, and all relevant details relating to, all custodial
accounts containing assets being managed by the Sub-Adviser pursuant to this
Agreement and shall provide the Sub-Adviser with prompt notice, in writing, of
all changes to the Custodian, such list or any related details. The Sub-Adviser
shall affirm security transactions with central depositories and advise the
Custodian or such depositories or agents as may be designated by the Custodian
and the Investment Adviser promptly of each purchase and sale of a security on
behalf of the Fund, specifying the name of the issuer, the description and
amount or number of shares of the security purchased, the market price, the
commission and gross or net price, the trade date and settlement date and the
identity of the effecting broker or dealer. The Sub-Adviser shall from time to
time provide the Custodian and the Investment Adviser with evidence of authority
of its personnel who are authorized to give instructions to the Custodian. The
Fund shall instruct the Custodian to provide the Sub-Adviser with such
information as the Sub-Adviser may reasonably request relating to daily cash
levels held by the Fund.
E. Proxy Voting and Other Actions as a Fiduciary. Unless the Investment Adviser
advises the Sub-Adviser in writing that the right to vote proxies has been
expressly reserved to the Investment Adviser or Transamerica IDEX or otherwise
delegated to another party, the Sub-Adviser shall exercise voting rights
incident to any securities held by the Fund in accordance with its own proxy
voting policies and procedures without consultation with the Investment Adviser
or the Fund. The Sub-Adviser, in its sole discretion, shall have the right to
abstain from voting any proxies with respect to securities held by the Fund;
provided, however, that the Sub-Adviser shall provide prompt notice to the
Investment Adviser regarding any such abstentions.
The Sub-Adviser shall not be responsible for responding to any corporate action
matters incident to such securities held in the Fund including, without
limitation, proofs of claim in bankruptcy and class action cases and shelf
registrations. Upon reasonable request by the Investment Adviser, the Fund, the
Board, or the Custodian, the Sub-Adviser shall provide reasonable assistance to
any of the foregoing parties in connection with any such matters.
F. Use of Names. The Sub-Adviser shall give the Fund, for the term of this
Agreement, a royalty free, nonexclusive, nontransferable right to use the name
"Evergreen" (hereinafter referred to as the "Xxxx") in the United States as part
of the name of the Fund, provided such name is approved by the Sub-Adviser in
writing. Such right does not include the right to allow third parties to use the
Xxxx except as specifically provided in this Agreement. Neither the Fund nor the
Investment Adviser shall retain any right to use of the Xxxx after the
termination of this Agreement. Upon termination of this Agreement, the Fund will
immediately terminate all use of the Xxxx and destroy any remaining unused sales
documentation, promotional, marketing, advertising or other written printed or
electronic material or performance information that contains the Xxxx. The Fund
agrees to use its best efforts to ensure that the nature and quality of the
services rendered in connection with the Xxxx shall conform to the terms of this
Agreement and any amendments thereto.
The Sub-Adviser shall not use the name of Transamerica IDEX, the Fund or the
Investment Adviser in any material relating to the Sub-Adviser in any manner not
approved prior thereto by the Investment Adviser; provided, however, that the
Sub-Adviser may use the name of Transamerica IDEX, the Fund or the Investment
Adviser in any material that merely refers in accurate terms to the appointment
of the Sub-Adviser hereunder.
3. COMPENSATION.
For the services provided by the Sub-Adviser pursuant to this Agreement,
the Sub-Adviser shall receive monthly an investment sub-advisory fee at the
annual rate (as a percentage of average daily net assets) as specified in
Schedule A of this Agreement. If this Agreement is not in effect for an entire
month, the amount of sub-advisory fee payable hereunder shall be pro-rated
accordingly.
EXPENSES.
During the term of this Agreement, the Sub-Adviser will bear all expenses
incurred by it in the performance of its duties and its provision of services
hereunder, other than the cost of investments (including brokerage fees)
purchased and sold for the Fund. Notwithstanding the foregoing, the Sub-Adviser
shall not bear expenses related to the operation of the Fund, including, but not
limited to, taxes, interests, brokerage fees and commissions, proxy voting
expenses and extraordinary Fund expenses.
5. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have responsibility for all
services to be provided to the Fund pursuant to the Advisory Agreement and shall
oversee and review the Sub-Adviser's performance of its duties and services
under this Agreement. For the avoidance of doubt, the Sub-Adviser shall not be
responsible for providing the Fund with pricing information, including fair
value pricing, for the Fund's investments. The Sub-Adviser will make available,
upon the Adviser's reasonable request, a member of the Sub-adviser's investment
team to provide commentary or information on specific investments, regions or
markets that the Investment Adviser is reviewing for fair value pricing
purposes.
B. The Investment Adviser has furnished the Sub-Adviser with copies of each
of the following documents and will furnish to the Sub-Adviser at its principal
office all future amendments and supplements to such documents, if any, as soon
as practicable after such documents become available:
(1) The Transamerica IDEX Declaration of Trust and By-Laws, as each is in effect
on the date hereof and as amended from time to time;
(2) Certified resolutions of the Board authorizing the appointment of the
Investment Adviser and the Sub-Adviser and approving the Advisory Agreement and
this Agreement;
(3) The Transamerica IDEX Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended, on Form N-1A, as filed with the Securities
and Exchange Commission ("SEC") relating to the Fund and its shares and all
amendments thereto ("Registration Statement");
(4) A certified copy of any publicly available financial statement or report
prepared for Transamerica IDEX by certified or independent public accountants,
and copies of any financial statements or reports made by the Fund to its
shareholders or to any governmental body or securities exchange; and
(5) The Investment Adviser's Form ADV;
provided, however, that the Investment Adviser agrees to provide written
notification to the Sub-Adviser of any amendments, modifications or supplements
to any such above-mentioned documents that would have any material effect on the
Sub-Adviser's duties and obligations under this Agreement, which notification
shall be provided a reasonable time prior to the effectiveness of such
amendments, modifications or supplements, to the extent practical.
The Investment Adviser shall furnish the Sub-Adviser with any further
documents, materials or information that the Sub-Adviser may reasonably request
to enable it to perform its duties pursuant to this Agreement, including such
documents,
materials or information that the Sub-Adviser deems necessary in order to
complete an annual due diligence of the Investment Adviser, Transamerica IDEX
and the Fund.
C. During the term of this Agreement, the Investment Adviser shall furnish
to the Sub-Adviser at its principal office all prospectuses, proxy statements,
reports to shareholders, sales documentation, promotional, marketing,
advertising and other written, printed or electronic material or performance
information or data prepared for distribution to shareholders of the Fund or the
public, which include the Xxxx or refer to the Fund, the Sub-Adviser or
investment companies or other advisory accounts advised or sponsored by the
Sub-Adviser in any way, prior to a use thereof which has not been previously
approved by the Sub-Adviser. The Investment Adviser shall not use any such
materials without the Sub-Adviser's prior written approval, which approval shall
not be unreasonably withheld; and the Investment Adviser shall not use any such
materials which do not include the Xxxx if the Sub-Adviser reasonably objects in
writing within ten (10) business days (or such other time as may be mutually
agreed upon) after the Sub-Adviser's receipt thereof.
D. The Investment Adviser shall provide the Sub-Adviser with a list, in
writing, of all affiliated persons (as such term is defined in the 0000 Xxx) and
all affiliated persons of such affiliated persons and shall provide the
Sub-Adviser with prompt notice, in writing, of all changes to such list.
6. BROKERAGE.
A. The Sub-Adviser agrees that, in placing orders with broker-dealers for
the purchase or sale of Fund securities, it will attempt to obtain the best
execution of its orders. Consistent with these obligations and the terms of
Section 28(e) of the Securities Exchange Act of 1934, as amended, the
Sub-Adviser may, subject to any procedures that the Board may adopt, agree to
pay a broker-dealer that furnishes brokerage or research services a higher
commission than that which might have been charged by another broker-dealer for
effecting the same transactions, if the Sub-Adviser determines in good faith
that such commission is reasonable in relation to the brokerage and research
services provided by the broker-dealer, viewed in terms of either that
particular transaction or the overall responsibilities of the Sub-Adviser with
respect to the Fund and its other clients and that the total commissions paid by
the Fund will be reasonable in relation to the benefits provided to the Fund. In
no instance will Fund securities be purchased from or sold to the Sub-Adviser,
or any affiliated person thereof, except to the extent permitted by exemptive
order of the SEC or in accordance with applicable laws and regulations.
B. On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Fund, as well as other clients of the
Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be purchased or sold to attempt to obtain a more favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser
considers to be the most equitable and consistent with its fiduciary obligations
to the Fund and to its other clients.
7. RECORDKEEPING.
The Sub-Adviser shall maintain all books and records required to be
maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and
regulations promulgated thereunder with respect to transactions on behalf of the
Fund. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Sub-Adviser hereby agrees (i) to preserve for the periods prescribed by Rule
31a-3 under the 1940 Act any records that it maintains for the Fund that are
required to be maintained by Rule 31a-1 under the 1940 Act, and (ii) to provide
the Fund with access to or copies of any records that it maintains for the Fund
upon reasonable request by the Fund.
8. REPORTS.
The Sub-Adviser shall furnish to the Board or the Investment Adviser, or
both, as appropriate, such information, reports, evaluations, analyses and
opinions as the Sub-Adviser, on the one hand, and the Board or the Investment
Adviser, as appropriate, on the other, may mutually agree upon from time to
time.
9. SERVICES TO OTHER CLIENTS.
To the extent consistent with the Sub-Adviser's duties and services under
this Agreement, nothing contained in this Agreement shall limit or restrict (i)
the freedom of the Sub-Adviser, or any affiliated person thereof, to render
investment
management and corporate administrative services to other investment
companies, to act as investment manager or investment counselor to other
persons, firms, or corporations, or to engage in any other business activities,
including, without limitation, rendering advice, and taking action, with respect
to any of such clients which may differ from the advice given, or the timing or
nature of action taken, with respect to the Fund, or (ii) the right of the
Sub-Advisor or any principal, director, officer, affiliate or employee of the
Sub-Adviser, to engage in any other business or to devote his or her time and
attention in part to the management or other aspects of any other business,
whether of a similar nature or a dissimilar nature. The Sub-Adviser shall have
no obligation to purchase or sell for the Fund, or to recommend for purchase or
sale by the Account, any security that Sub-Adviser or its principals, directors,
officers, affiliates or employees may purchase or sell for themselves or for any
other client.
10. THE SUB-ADVISER'S USE OF THE SERVICES OF OTHERS.
The Sub-Adviser may (at its cost except as contemplated by Section 6 of
this Agreement) employ, retain, or otherwise avail itself of the services or
facilities of other persons or organizations for the purpose of obtaining such
statistical and other factual information, such advice regarding economic
factors and trends, such advice as to occasional transactions in specific
securities, or such other information, advice, or assistance as the Sub-Adviser
may deem necessary, appropriate, or convenient for the discharge of its
obligations hereunder or otherwise helpful to the Sub-Adviser, as appropriate,
or in the discharge of the Sub-Adviser's overall responsibilities with respect
to the other accounts that it serves as investment manager or counselor,
provided that the Sub-Adviser shall at all times retain responsibility for
making investment recommendations with respect to the Fund.
11. LIABILITY OF, AND INDEMNIFICATION OF AND BY, THE SUB-ADVISER.
The Sub-Adviser may rely on information reasonably believed by it to be
accurate and reliable. Except as may otherwise be provided by the 1940 Act,
neither the Sub-Adviser nor its officers, directors, employees or agents shall
be subject to any liability to the Investment Adviser, the Fund or any
shareholder of the Fund for any error of judgment, mistake of law or any loss
arising out of any investment or other act or omission in the course of,
connected with or arising out of any service to be rendered hereunder, except by
reason of willful misfeasance, bad faith or gross negligence in its performance
of its obligations and duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
The Sub-Adviser shall indemnify and hold harmless the Investment Adviser,
the Fund and their respective directors, trustees, officers, employees or agents
from any and all claims, losses, expenses, obligations and liabilities
(including reasonable attorneys fees) arising or resulting from the
Sub-Adviser's willful misfeasance, bad faith or gross negligence in its
performance of its obligations and duties or by reason of its reckless disregard
of its obligations and duties under this Agreement.
The Investment Adviser shall indemnify and hold harmless the Sub-Adviser,
and its trustees/directors, officers, employees or agents from any and all
claims, losses, expenses, obligations and liabilities (including, without
limitation, reasonable attorneys fees) arising or resulting from (1) the
Investment Adviser's willful misfeasance, bad faith or gross negligence in the
Investment Adviser's performance of its obligations and duties or by reason of
the Investment Adviser's reckless disregard of its obligations and duties under
this Agreement, or (2) any violation of applicable law, willful misfeasance, bad
faith, gross negligence or reckless disregard for obligations relating to the
Fund (except to the extent arising out of any action or inaction by
Sub-Adviser).
12. REPRESENTATIONS OF THE SUB-ADVISER.
The Sub-Adviser represents, warrants, and agrees as follows:
A. The Sub-Adviser: (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act
from performing the services contemplated by this Agreement; (iii) has met, and
will continue to meet for so long as this Agreement remains in effect, any
applicable federal or state requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency, necessary to be met in order to
perform the services contemplated by this Agreement; (iv) has the authority to
enter into and perform the services contemplated by this Agreement; and (v) will
immediately notify the Investment Adviser of the occurrence of any event that
would disqualify the Sub-Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
B. The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and 204A-1 under the Advisers Act
and, upon the request of the Investment Adviser or Transamerica IDEX, will
provide the Investment Adviser and/or Transamerica IDEX with a copy of such code
of ethics and any material amendments thereto, together with evidence of
adoption for review and approval by the Board. The Sub-Adviser understands that
the Board is required to approve the Sub-Adviser's code of ethics and
acknowledges that the Agreement is conditioned upon such Board approval.
C. The Sub-Adviser has adopted proxy voting policies and procedures
reasonably designed to ensure that the proxies are voted in the best interests
of the Fund and its shareholders and complying with Rule 206(4)-6 under the
Advisers Act and, upon the request of the Investment Adviser or Transamerica
IDEX, will provide the Investment Adviser and/or Transamerica IDEX with a copy
of such policies and procedures and any material amendments thereto, together
with evidence of adoption for review and approval by the Board. The Sub-Adviser
understands that the Board is required to approve the Sub-Adviser's proxy voting
policies and procedures and acknowledges that the Agreement is conditioned upon
such Board approval.
D. The Sub-Adviser has provided the Investment Adviser and Transamerica
IDEX with a copy of Part II of its Form ADV, which the Investment Adviser
acknowledges having received at least 48 hours prior to execution of this
Agreement, and will, promptly after filing any material amendment to its Form
ADV with the SEC, furnish a copy of such amendment to the Investment Adviser.
E. The Sub-Adviser has adopted compliance policies and procedures
reasonably designed to prevent violations of the Advisers Act and the rules
thereunder, and, upon the request of the Investment Adviser or Transamerica
IDEX, will provide Transamerica IDEX and/or the Investment Adviser with a copy
of such compliance policies and procedures (and will provide them with any
material amendments thereto). The Sub-Adviser agrees to use commercially
reasonable efforts to assist the Fund in complying with the Fund's compliance
program adopted pursuant to Rule 38a-1 under the 1940 Act, to the extent
applicable. The Sub-Adviser understands that the Board is required to approve
the Sub-Adviser's compliance policies and procedures and acknowledges that the
Agreement is conditioned upon such Board approval.
F. The Sub-Adviser will manage the Fund so that the Fund will qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code,
and will promptly notify the Investment Adviser and the Fund upon having a
reasonable basis for believing that the Fund has ceased to so qualify or may not
so qualify in the future.
G. The Sub-Adviser shall not divert the Fund's portfolio securities
transactions to a broker or dealer in consideration of such broker or dealer's
promotion or sales of shares of the Fund, any other series of Transamerica IDEX,
or any other registered investment company.
13. TERM OF AGREEMENT.
This Agreement shall become effective as of the date set forth above.
Unless sooner terminated as provided herein, it shall continue in effect for two
years from its effective date. Thereafter, if not terminated, it shall continue
for successive 12-month periods, provided that such continuance is specifically
approved at least annually (a) by the vote of a majority of the Fund's
outstanding voting securities (as defined in the 0000 Xxx) or by the Board and
(b) by the vote, cast in person at a meeting called for the purpose, of a
majority of the Trustees who are not interested persons (for regulatory
purposes) of Transamerica IDEX or the Investment Adviser. This Agreement may be
terminated at any time, without payment of any penalty, on 60 days' written
notice to the Investment Adviser or the Sub-Adviser, as appropriate, by (i) the
Board, (ii) a vote of a majority of the outstanding voting securities of the
Fund, (iii) the Investment Adviser, or (iv) the Sub-Adviser. This Agreement
shall terminate automatically in the event of its assignment (as defined or
interpreted for regulatory purposes) or the termination of the Advisory
Agreement.
14. NOTICES.
Any notice shall be sufficiently given when sent by certified U.S. mail,
nationally recognized express delivery service, or facsimile to the parties at
the address below:
If to Transamerica IDEX:
Transamerica IDEX Mutual Funds
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to the Investment Adviser:
Transamerica Fund Advisors, Inc.
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to the Sub-Adviser:
Evergreen Investment Management Company, LLC
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attn: Xxxxx Xxxxxx
Telephone: (000) 000-0000
15. AMENDMENT OF AGREEMENT.
No provision of this Agreement may be changed, waived, discharged, or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge, or termination is
sought, and no amendment of this Agreement shall be effective until approved by
the Board and, solely to the extent required by the 1940 Act, regulations
thereunder and/or interpretations thereof, the shareholders of the Fund.
16. MISCELLANEOUS.
A. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Delaware without giving effect to the conflicts of laws
principles thereof, and the 1940 Act. To the extent that the applicable laws of
the State of Delaware conflict with the applicable provisions of the 1940 Act,
the latter shall control.
B. Captions. The captions contained in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
C. Entire Agreement. This Agreement represents the entire agreement and
understanding of the parties hereto and shall supersede any prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements shall be deemed terminated upon the effectiveness of this Agreement.
D. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected, and to this extent, the provisions of this
Agreement shall be deemed to be severable.
E. Definitions. Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act or other applicable federal securities law shall be
resolved by reference to such term or provision of the 1940 Act or other
applicable federal securities law and to authoritative interpretations thereof.
F. Confidentiality. The Sub-Adviser will maintain the strictest confidence
regarding the business affairs of Transamerica IDEX and the Fund. Written
reports furnished by the Sub-Adviser to Transamerica IDEX and the Investment
Adviser will be treated as confidential, and for the exclusive use and benefit
of Transamerica IDEX and the Investment Adviser, except as disclosure may be
required by applicable law.
G. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original of the same
agreement.
The parties hereto have caused this instrument to be executed by their duly
authorized signatories as of the date and year first above written.
TRANSAMERICA FUND ADVISORS, INC.
By:
---------------------------------
Name: T. Xxxxxxx Xxxxxxx, XX
Title: Vice President
EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC
By:
---------------------------------
Name:
-------------------------------
Title:
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SUB-ADVISORY AGREEMENT
SCHEDULE A
FUND SUB-ADVISER COMPENSATION*
---- -------------------------
TA IDEX EVERGREEN HEALTH CARE 0.42% of the first $100 million of average daily
net assets; 0.40% over $100 million up to $250
million; and 0.35% of average daily net assets
in excess of $250 million
* As a percentage of average daily net assets on an annual basis.
