INVESTMENT SUBADVISORY AGREEMENT
Exhibit d(3)
INVESTMENT SUBADVISORY AGREEMENT, dated as of December 14, 2007 by and between Transamerica
Fund Advisors, Inc., a Florida corporation (“Advisor”) and Xxxxxxx Capital Management, LLC, a
Delaware limited liability company (“Subadvisor”).
WITNESSETH:
WHEREAS, Advisor has been organized to operate as an investment advisor registered under the
Investment Advisers Act of 1940 and has been retained to provide investment advisory services to
the Equity Growth Portfolio (“Portfolio”), a series of Diversified Investors Portfolios, a
diversified open-end management investment company registered under the Investment Company Act of
1940 (“1940 Act”);
WHEREAS, Advisor desires to retain the Subadvisor to furnish it with portfolio investment
advisory services in connection with Advisor’s investment advisory activities on behalf of the
Portfolio, and the Subadvisor is willing to furnish such services to Advisor;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto
as herein set forth, the parties covenant and agree as follows:
1. Duties of the Subadvisor. In accordance with and subject to the Investment
Advisory Agreement between the Portfolio and Advisor, attached hereto as Schedule A (the “Advisory
Agreement”), Advisor hereby appoints the Subadvisor to perform the portfolio investment advisory
services described herein for the investment and reinvestment of such amount of the Portfolio’s
assets as is determined from time to time by the Portfolio’s Board of Trustees, subject to the
control and direction of Advisor and the Diversified Investors Portfolio’s Board of Trustees, for
the period and on the terms hereinafter set forth.
The Subadvisor shall provide Advisor with such investment advice and supervision as the latter
may from time to time consider necessary for the proper supervision of the Portfolio’s assets. The
Subadvisor shall furnish continuously an investment program and shall determine from time to time
what securities shall be purchased, sold or exchanged and what portion of the assets of the
Portfolio shall be held uninvested, subject always to the provisions of the 1940 Act and to the
Portfolio’s then-current Prospectus and Statement of Additional Information (“SAI”).
In particular, the Subadvisor shall, without limiting the foregoing: (i) continuously review,
supervise and implement the investment program of the Portfolio; (ii) monitor regularly the
relevant securities for the Portfolio to determine if adjustments are warranted and, if so, to make
such adjustments; (iii) determine, in the Subadvisor’s discretion, the
securities to be purchased or sold or exchanged in order to keep the Portfolio in balance with its
designated investment strategy; (iv) determine, in the Subadvisor’s discretion, whether to exercise
warrants or other rights with respect to the Portfolio’s securities; (v) determine, in the
Subadvisor’s discretion, whether the merit of an investment has been substantially impaired by
extraordinary events or financial conditions, thereby warranting the removal of such securities
from the Portfolio; (vi) as promptly as practicable after the end of each calendar month, furnish a
report showing: (a) all transactions during such month, (b) all assets of the Portfolio on the
last day of such month, rates of return, and (c) such other information relating to the Portfolio
as Advisor may reasonably request; (vii) meet in person at least once per year and communicate once
a month by telephone with Advisor and with such other persons as may be designated on reasonable
notice and at reasonable locations, at the request of Advisor, to discuss general economic
conditions, performance, investment strategy, and other matters relating to the Portfolio; (viii)
provide the Portfolio with records concerning the Subadvisor’s activities which the Portfolio is
required to by law maintain.
The Subadvisor shall review all proxy solicitation materials and be responsible for voting all
proxies in relation to the securities held in the Portfolio.
Should the Board of Trustees at any time make any definite determination as to investment
policy with respect to the Portfolio and notify the Subadvisor thereof in writing, the Subadvisor
shall be bound by such determination for the period, if any, specified in such notice or until
similarly notified that such policy has been revoked. However, should the investment policy change
mandated by the Board of Trustees be such that the Portfolio no longer constitutes a large cap
portfolio then the Subadvisor may terminate its services immediately upon written notice
notwithstanding the termination provisions of Section 6 of this Agreement.
The Subadvisor shall take, on behalf of the Portfolio, all actions which it deems necessary to
implement the investment policies determined as provided above, and in particular to place all
orders for the purchase or sale of Portfolio securities for the Portfolio’s account with brokers or
dealers selected by it, and to that end the Subadvisor is authorized as the agent of the Portfolio
to give instructions to the custodian of the Portfolio as to deliveries of securities and payments
of cash for the account of the Portfolio. Subject to the primary objective of obtaining the best
available prices and execution, the Subadvisor may place orders for the purchase and sale of
portfolio securities with such broker/dealers who provide statistical, factual and financial
information and services to the Portfolio, to the Subadvisor, or to any other fund or account for
which the Subadvisor provides investment advisory services and may place such orders with
broker/dealers who sell shares of the Portfolio or who sell shares of any other fund for which the
Subadvisor provides investment advisory services.
Notwithstanding the provisions of the previous paragraph and subject to such policies and
procedures as may be adopted by the Board of Trustees and officers of the
2
Portfolio, the Subadvisor may pay a member of an exchange, broker or dealer an amount of commission
for effecting a securities transaction in excess of the amount of commission another member of an
exchange, broker or dealer would have charged for effecting that transaction, in such instances
where the Subadvisor has determined in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such member, broker or
dealer, viewed in terms of either that particular transaction or the Subadvisor’s overall
responsibilities with respect to the Portfolio and to other funds and separate accounts for which
the Subadvisor exercises investment discretion.
2. Allocation of Charges and Expenses. The Subadvisor shall furnish at its own
expense all necessary services, facilities and personnel in connection with its responsibilities
under Section 1 above. It is understood that the Portfolio will pay all of its own expenses and
liabilities including, without limitation, compensation and out-of-pocket expenses of Trustees not
affiliated with the Subadvisor or Advisor; governmental fees; interest charges; taxes; membership
dues; fees and expenses of independent auditors, of legal counsel and of any transfer agent,
administrator, distributor, shareholder servicing agents, registrar or dividend disbursing agent of
the Portfolio; expenses of distributing and redeeming shares and servicing shareholder accounts;
expenses of preparing, printing and mailing prospectuses, shareholder reports, notices, proxy
statements and reports to governmental officers and commissions and to shareholders of the
Portfolio; expenses connected with the execution, recording and settlement of Portfolio security
transactions; insurance premiums; fees and expenses of the custodian for all services to the
Portfolio, including safekeeping of funds and securities and maintaining required books and
accounts; expenses of calculating the net asset value of shares of the Portfolio; expenses of
shareholder meetings; expenses of litigation and other extraordinary or non-recurring events and
expenses relating to the issuance, registration and qualification of shares of the Portfolio.
3. Compensation of the Subadvisor. For the services to be rendered, Advisor shall pay
to the Subadvisor an investment advisory fee computed in accordance with the terms of Schedule B
herewith attached. If the Subadvisor serves for less than the whole of any period specified, its
compensation shall be prorated.
4. Covenants and Representations of the Subadvisor. The Subadvisor agrees that it
will not deal with itself, or with the Trustees of the Portfolio or with Advisor, or the principal
underwriter or distributor as principals in making purchases or sales of securities or other
property for the account of the Portfolio, except as permitted by the 1940 Act, will not take a
long or short position in the shares of the Portfolio except as permitted by the Articles, and will
comply with all other provisions of the Articles and By-Laws and any current Prospectus of the
Portfolio relative to the Subadvisor, Advisor and its Trustees and officers.
3
5. Limits on Duties. The Subadvisor shall be responsible only for managing the assets
in good faith and in accordance with the investment objectives, fundamental policies and
restrictions, and shall have no responsibility whatsoever for, and shall incur no liability on
account of (i) diversification, selection or establishment of such investment objectives,
fundamental policies and restrictions (ii) advice on, or management of, any other assets for
Advisor or the Portfolio, (iii) filing of any tax or information returns or forms, withholding or
paying any taxes, or seeking any exemption or refund, (iv) registration with any government or
agency, or (v) administration of the plans and trusts investing through the Portfolio, or (vi)
overall Portfolio compliance with the requirements of the 1940 Act, which requirements are outside
of the Subadvisor’s control, and Subchapter M of the Internal Revenue Code of 1986, as amended, and
shall be indemnified and held harmless by Advisor for any loss in carrying out the terms and
provisions of this Agreement, including reasonable attorney’s fees, indemnification to the
Portfolio, or any shareholder thereof and, brokers and commission merchants, fines, taxes,
penalties and interest. Subadvisor, however, shall be liable for any liability, damages, or
expenses of Advisor arising out of the negligence, malfeasance or violation of applicable law by
any of its employees in providing management under this Agreement; and, in such cases, the
indemnification by Advisor, referred to above, shall be inapplicable.
The Subadvisor may apply to Advisor at any time for instructions and may consult counsel for
Advisor or its own counsel with respect to any matter arising in connection with the duties of the
Subadvisor. Also, the Subadvisor shall be protected in acting upon advice of Advisor and/or
Advisor’s counsel and upon any document which Subadvisor reasonably believes to be genuine and to
have been signed by the proper person or persons.
6. Duration, Termination and Amendments of this Agreement. This Agreement shall
become effective as of the day and year first above written and shall govern the relations between
the parties hereto thereafter, and, unless terminated earlier as provided below, shall remain in
force for two years, on which date it will terminate unless its continuance thereafter is
specifically approved at least annually (a) by the vote of a majority of the Trustees of the
Portfolio who are not “interested persons” to this Agreement or of the Subadvisor or Advisor at an
in person meeting specifically called for the purpose of voting on such approval, and (b) by the
Board of Trustees of the Portfolio or by vote of a majority of the outstanding voting securities of
the Portfolio. However, if the shareholders of the Portfolio fail to approve the Agreement as
provided herein, the Subadvisor may continue to serve hereunder in the manner and to the extent
permitted by the Investment Company Act of 1940 and Rules thereunder.
This Agreement may be terminated at any time without the payment of any penalty by the
Trustees, or by the vote of a majority of the outstanding voting securities of the Portfolio, or by
Advisor. The Subadvisor may terminate the Agreement only upon giving 90 days’ advance written
notice to Advisor. This Agreement shall automatically terminate in the event of its assignment.
4
This Agreement may be amended only if such amendment is approved by the vote of a majority of
the outstanding voting securities of the Portfolio and by vote of a majority of the Board of
Trustees of the Fund who are not parties to this Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval.
The terms “specifically approved at least annually”, “vote of a majority of the outstanding
voting securities”, “assignment”, “affiliated person”, and “interested persons”, when used in this
Agreement, shall have the respective meanings specified in, and shall be construed in a manner
consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
7. Certain Records. Any records to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 adopted under the 1940 Act which are prepared or maintained
by the Subadvisor on behalf of the Portfolio are the property of the Portfolio and will be
surrendered promptly to the Portfolio on request.
8. Survival of Compensation Rates. All rights to compensation under this Agreement
shall survive the termination of this Agreement.
9. Entire Agreement. This Agreement states the entire agreement of the parties with
respect to investment advisory services to be provided to the Portfolio by the Subadvisor and may
not be amended except in a writing signed by the parties hereto and approved in accordance with
Section 7 hereof.
10. Applicable Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.
11. Change of Management and Pending Litigation. Subadvisor represents to Advisor
that it will disclose to Advisor promptly after it has knowledge of any significant change or
variation in its management structure or personnel or any significant change or variation in its
management style or investment philosophy. In addition, Subadvisor represents to Advisor that it
will similarly disclose to Advisor, promptly after it has knowledge, the existence of any pending
legal action being brought against it whether in the form of a lawsuit or a non-routine
investigation by any federal or state governmental agency. Subadvisor will provide the required
disclosure to Advisor in conjunction with its regular quarterly reports.
Advisor represents to Subadvisor that any information received by Advisor pursuant to this
section will be kept strictly confidential and will not be disclosed any third party.
5
12. Use of Name. Subadvisor hereby agrees that Advisor may use the Subadvisor’s name
in its marketing or advertising materials. Advisor agrees to allow the Subadvisor to examine and
approve any such materials prior to use.
IN WITNESS WHEREOF, the parties thereto have caused this Agreement to be executed and
delivered in their names and on their behalf by the undersigned, thereunto duly authorized, all as
of the day and year first above written.
| Transamerica Fund Advisors, Inc. | ||||||
| By: | ||||||
| Xxxxxxx Capital Management, LLC | ||||||
| By: | ||||||
Xxxxxxx XXX 2007 FINAL
6
SCHEDULE B
The Subadvisor shall be compensated for its services under this Agreement on the basis of the
below-described annual fee schedule. The fee schedule shall only be amended by agreement between
the parties.
Fee Schedule
.30% applied to the first one billion of net assets of the Portfolio
..25% applied to the next one billion of net assets of the Portfolio
..27% applied to all net assets of the Portfolio in excess of two billion,
i.e., once the Portfolio’s net assets exceed two billion 27 bps will apply to the entire amount from dollar one
..25% applied to the next one billion of net assets of the Portfolio
..27% applied to all net assets of the Portfolio in excess of two billion,
i.e., once the Portfolio’s net assets exceed two billion 27 bps will apply to the entire amount from dollar one
Net assets are equal to the market value of the Subadvisor’s portion of the Portfolio. Fees will
be calculated by multiplying the arithmetic average of the beginning and ending monthly net assets
by the fee schedule and dividing by twelve. The fee will be paid quarterly.
Marisco ISA 2007 FINAL
