AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT BETWEEN TRANSAMERICA ASSET MANAGEMENT, INC. AND QS INVESTORS, LLC
Exhibit (d)(36)(ii)
AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT BETWEEN
TRANSAMERICA ASSET MANAGEMENT, INC. AND
QS INVESTORS, LLC
THIS AMENDMENT is made as of October 1, 2015 (the “Amendment”), to the Investment Subadvisory Agreement dated as of March 1, 2015, as amended from time to time (the “Agreement”), between Transamerica Asset Management, Inc. (“TAM”) and QS Investors, LLC (the “Subadviser”), pursuant to which TAM has engaged the Subadviser to provide certain advisory services to the fund(s) and/or portfolio(s) listed on Schedule A to this Amendment (each, a “Fund”), each Fund a separate series of the Transamerica trust listed on Schedule A to this Amendment (each, a “Trust”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
The following sections are hereby added to the Agreement:
Registration Statement Disclosures.
TAM and the Trust represent that they have provided the Subadviser with the Trust’s current registration statement and any amendments or supplements thereto (as referenced below), and the Subadviser represents, warrants and agrees that it has reviewed such registration statement on Form N-1A with respect to the Fund as filed with the SEC and any amendments or supplements thereto, including without limitation any supplements filed pursuant to Rule 497 under the Securities Act of 1933 (as so amended and supplemented from time to time, the “Registration Statement”) and agrees to promptly review, upon receipt from TAM and the Trust, future amendments or supplements to the Registration Statement that relate to the Subadviser or the Fund, filed with the SEC (or which will be filed with the SEC in the future) and represents and warrants that, solely with respect to the disclosure respecting or relating to the Subadviser in connection with its management of the Fund (and not with any other series of the Trust), including any performance information the Subadviser provides that is included in or serves as the basis for information included in the Registration Statement, as of the date of this Agreement[cannot give a 10b-5 on future amendments or supplements that we have not reviewed], the Registration Statement does not contain any untrue statement of any material fact or omit any statement of material fact which was required to be stated therein or necessary to make the statements contained therein not misleading.
The Subadviser further agrees to notify TAM and the Trust promptly of any statement respecting or relating to the Subadviser contained in the Registration Statement that becomes untrue in any material respect or if the Registration Statement omits any statement of material fact respecting or relating to the Subadviser that is required to be stated therein or necessary to make the statements contained therein not misleading.
With respect to the disclosure respecting the Fund, the Subadviser represents, warrants and agrees that the description in the Registration Statement, including the Fund’s investment objective, investment strategies and risks (the “Description”), as of the date of this Agreement, is consistent with the manner in which the Subadviser is managing the Fund, and the identification and description of risks in the Registration Statement is inclusive of, and accurately describes in all material respects, all material risks known to the Subadviser that may arise in connection with the management of the Fund by the Subadviser.
The Subadviser further agrees to notify TAM and the Trust promptly in the event that the Subadviser becomes aware that the Description for a Fund is inconsistent with the manner in which the Subadviser is managing the Fund, or in the event that the identification and description of risks in the Registration Statement fails to include, or accurately describe in all material respects, all material risks known to the Subadviser that may arise in connection with the management of the Fund by the Subadviser.
Further Assurances.
Each party agrees to perform such further acts and execute such further documents as are reasonably necessary to effectuate the purposes of this Agreement and the arrangements contemplated thereby, including without limitation concerning the winding down or liquidation of any Fund investments.
The following section hereby replaces any “Use of Name” section of the Agreement in its entirety:
Use of Name.
TAM and the Trust may use the name of the Subadviser and any marks, symbols or logos of the Subadviser (the “Subadviser’s Marks”) in registration statements or advertising, provided however, that none of the Subadviser’s Marks shall be used in any way by TAM or the Trust in any manner inconsistent with specifications provided to TAM by Subadviser without the Subadviser’s prior written approval, which may be withheld at the Subadviser’s sole discretion. Upon termination of this Agreement, the Trust will no longer have the right to the use the “Subadviser’s Marks.”
In all other respects, the Agreement is confirmed and remains in full force and effect.
The parties hereto have caused this Amendment to be executed as of the day and year first above mentioned.
| TRANSAMERICA ASSET MANAGEMENT, INC. | ||
| By: | /s/ Xxxxxxxxxxx X. Xxxxxxx | |
| Name: | Xxxxxxxxxxx X. Xxxxxxx | |
| Title: | Vice President and Chief Investment Officer, Advisory Services | |
| QS INVESTORS, LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Business Manager | |
Schedule A
Transamerica ClearTrack 2015
Transamerica ClearTrack 2020
Transamerica ClearTrack 2025
Transamerica ClearTrack 2030
Transamerica ClearTrack 2035
Transamerica ClearTrack 2040
Transamerica ClearTrack 2045
Transamerica ClearTrack 2045
Transamerica ClearTrack Retirement Income
Transamerica Dynamic Income
Transamerica Dynamic Allocation
