EXHIBIT 23.(d)(2)
Administrative Services Agreement
TRANSAMERICA INVESTORS, INC.
ON BEHALF OF TRANSAMERICA PREMIER FUNDS
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into as of January 1, 2004 by Transamerica
Investment Management, LLC ("XXX") and AEGON/Transamerica Fund Services, Inc.
("ATFS") on behalf of Transamerica Premier Funds (the "Fund");
WHEREAS, the Fund is a diversified, open-end management investment company
consisting of separate series or investment portfolios (each, a "Portfolio";
collectively, the "Portfolios);
WHEREAS, ATFS is an administrative services company located at 000
Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx, 00000, and is a wholly-owned
subsidiary of Western Reserve Life Assurance Co. of Ohio;
WHEREAS, the Fund has entered into an Investment Advisory Agreement with
XXX, dated as of May, 1, 2000, as amended, wherein XXX shall furnish or make
available to the Fund administrative services;
WHEREAS, XXX seeks to engage ATFS to furnish the Fund with administrative
services to assist the Fund in carrying out certain of its functions and
operations;
WHEREAS, ATFS desires to provide administrative services to the Fund, in
accordance with the terms of this Agreement; and
WHEREAS, it is the purpose of this Agreement to express the mutual
agreement of the parties hereto with respect to the services to be provided by
ATFS to the Fund and the terms and conditions under which such services will be
rendered;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties hereto agree as follows:
1. ADMINISTRATIVE SERVICES PROVIDED. ATFS shall provide supervisory and
administrative services to each Portfolio of the Fund. Subject to
the overall supervision of the Board of Directors of the Fund shall
furnish to the Fund:
- The services of personnel to supervise and perform all
administrative, clerical, recordkeeping and bookkeeping
services of the Fund;
- To the extent agreed upon by the parties hereto from time to
time, monitor and verify Investors Bank & Trust Company's
daily calculation of net asset values;
- Preparation and filing of all returns and reports in
connection with federal, state and local taxes;
- Shareholder relations functions, including preparation of
notices to shareholders;
- Regulatory reporting and compliance, including preparation of
any required amendments, supplements or renewals of
registration statements, 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;
- All other matters relating to the operation of the Fund and
Portfolios, other than investment management and distribution
functions;
- Supervise and coordinate the Funds' custodian and its dividend
disbursing agent and monitor their service to the Funds and
Portfolios;
- Assist the Fund in preparing reports to shareholders; and
- Provide office space, telephones and other office equipment as
necessary in order for ATFS to perform administrative services
to the Fund and described herein.
2. OBLIGATIONS OF THE PORTFOLIOS. The Fund and Portfolios shall have
the following obligations under this Agreement:
(a) to provide ATFS with access to all information,
documents and records of and about the Fund and
Portfolios that are necessary for ATFS to carry out the
performance of its duties under this Agreement;
(b) to furnish ATFS with a certified copy of any financial
statement or report prepared for the Fund or Portfolios
by certified or independent public accountants, and with
copies of any financial statements or reports made by
the Fund or Portfolios to its shareholders or to any
governmental body or securities exchange; and
(c) to pay ATFS the amount defined on Schedule A of this
Agreement, within fifteen calendar days following the
end of such calendar month. ATFS shall be responsible
for providing all personnel, materials, and other
resources necessary in order for ATFS to perform its
obligations under Section 1 of this Agreement.
3. INVESTMENT COMPANY ACT COMPLIANCE. In performing services hereunder,
ATFS shall at all times comply with applicable provisions of the
Investment Company Act of 1940, as amended (the "1940 Act") and any
other federal or state securities laws. In addition, and without
limiting the foregoing, this Agreement is subject to the 1940 Act
and rules thereunder; to the extent that any provision of this
Agreement would require a party to take any action prohibited by the
1940 Act and rules thereunder, or would preclude an party from
taking any action required by the 1940 Act and rules thereunder,
then it is the intention of the parties hereto that such provision
shall be enforced only to the extent permitted under the 1940 Act
and rules thereunder; and that all other provisions of this
Agreement shall remain valid and enforceable as if the provision at
issue had never been a part hereof.
4. RECORDS. ATFS recognizes and agrees that, pursuant to Rule 31a-3
under the 1940 Act, records required to be maintained by the Fund
pursuant to Rule 31a-1 and/or Rule 31a-2 under the 1940 Act that are
maintained by ATFS, for and on behalf of the Fund, are the property
of the Fund; shall be maintained, updated, preserved, and made
available in accordance with the 1940 Act and rules thereunder; and
will be surrendered promptly to the Fund upon request.
5. TERM AND TERMINATION.
(a) This Agreement shall continue in effect until terminated
pursuant to provisions hereof.
(b) This Agreement may be terminated at any time, without
penalty, by the Fund by giving 60 days' written notice
of such termination to ATFS at its principal place of
business; or may be terminated at any time by ATFS by
giving 60 days' written notice of such termination to
each of the Fund at its principal place of business.
6. AMENDMENTS. This Agreement may be amended only by written instrument
signed by the parties hereto.
7. PRIOR AGREEMENTS. This Agreement supersedes all prior written
agreements between the parties relating to the subject matter
hereof, and all such prior agreements are deemed terminated upon the
effectiveness of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
ATTEST: TRANSAMERICA INVESTMENT MANAGEMENT, LLC
By: By:
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Name: Xxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Manager
ATTEST: AEGON/TRANSAMERICA FUND SERVICES, INC.
By: By:
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Name: Xxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
Title:Senior Vice President, Title: President and Chief Executive
Secretary And General Counsel Officer
SCHEDULE A
The fees for internal fund administration services (including legal,
compliance and accounting) for 2004 will be as follows:
There is an aggregate minimum for all of the Portfolios of
Transamerica Premier Funds that is calculated at $35,000 times the
weighted average number of Portfolios in Transamerica Premier Funds
for 2004. If the asset base is above the minimum fee, the fees will
be charged at 0.015% of the net assets of each Portfolio.
