EXHIBIT 23(H)(2)
ADMINISTRATIVE SERVICES AGREEMENT
This agreement is entered into as of May 17, 2002 by TRANSAMERICA INVESTMENT
MANAGEMENT, LLC, a Delaware limited liability company ("XXX"), and
AEGON/TRANSAMERICA FUND ADVISERS, INC., a Florida corporation (the
"Administrator").
WHEREAS, XXX has entered into an Investment Management Agreement (referred to
herein as the "Management Agreement") dated May 17, 2002 with Transamerica Index
Funds, Inc. (the "Fund"), a Maryland corporation, under which XXX has agreed
among other things, to provide management and administrative services to certain
series of beneficial interest in the Fund. (See Schedule A)
WHEREAS, the Management Agreement provides that XXX xxx engage the Administrator
to furnish it with management and administrative services to assist XXX in
carrying out certain of its functions under the Management Agreement.
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 the
Administrator to XXX 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. SERVICES OF THE ADMINISTRATOR. The Administrator shall provide
executive oversight and management services to XXX and the Fund.
Subject to the overall supervision of XXX and the Directors, the
Administrator shall furnish to the Fund the services of executive and
administrative personnel to supervise and oversee the performance of
all administrative, recordkeeping, shareholder relations, regulatory
reporting and compliance, and all other functions of the Fund other
than the investment function, and shall supervise and coordinate the
Fund's Custodian and its Transfer Agent and monitor their services to
the Fund. The Administrator shall also assist XXX and the Fund in
maintaining communications and relations with shareholders of the Fund,
answer shareholder inquiries or supervise such activity by the Fund's
transfer agent, assist in preparations of reports to shareholders of
the Fund and prepare sales literature promoting the sale of the Fund's
shares as requested by XXX and the Fund. The Administrator shall
provide the Fund with necessary office space, telephones and other
communications facilities.
2. OBLIGATIONS OF XXX. XXX shall have the following obligations under this
Agreement:
(a) to provide the Administrator with access to all information,
documents and records of and about the Fund that are necessary
to permit the Administrator to carry out its functions and
responsibilities under this Agreement;
(b) to furnish the Administrator with a certified copy of any
financial statement or report prepared for the Fund by
certified or independent public accountants, and with copies
of any financial statement or reports made by the Fund to its
shareholders or to any governmental body or security exchange;
(c) to compensate the Administrator for its services under this
Agreement by the payment of fees as will be agreed upon from
time to time.
3. INVESTMENT COMPANY ACT COMPLIANCE. In performing services hereunder,
the Administrator shall at all times comply with the applicable
provisions of the Investment Company Act of 1940, as amended (the "1940
Act") and any other federal or state securities laws.
4. PURCHASES BY AFFILIATES. Neither the Administrator nor any of its
officers shall take a long or short position in the securities issued
by each series in the Fund. The prohibition, however shall not prevent
the purchase of shares of a series issued by the Fund by the officers
and Directors of the Administrator (or deferred benefit plans
established for their benefit) at the current price available to the
public, or at such price with reductions in sales charge as may be
permitted by the Fund's current prospectus, in accordance with Section
22 of the 1940 Act.
5. TERMS AND TERMINATION. This Agreement shall continue in effect until
terminated pursuant to the provisions hereof. This Agreement shall
terminate automatically upon the termination of the Management
Agreement. This Agreement may be terminated at any time, without
penalty, by XXX or by the Fund by giving 60 days' written notice of
such termination
85
to the Administrator at its principal place of business, or may be
terminated at any time by the Administrator by giving 60 days' written
notice of such termination to the Fund and XXX at their respective
places of business.
6. ASSIGNMENT. This Agreement shall terminate automatically in the event
of any assignment (as that term is defined in Section 2(a)(4) of the
1940 Act of this Agreement.
7. AMENDMENTS. This Agreement may be amended only by written instrument
signed by the parties hereto.
8. PRIOR AGREEMENTS. This Agreement supersedes all prior 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 above written.
ATTEST: TRANSAMERICA INVESTMENT MANAGEMENT, LLC
By: /s/ Xxx Xxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxx'
---------------------------- --------------------------------------
Name: Xxx Xxxxx Xxxxxxx Name: Xxxx X. Xxxxx'
Title: Compliance/Counsel Title: President & Chief Investment Officer
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx
---------------------------- --------------------------------------
Xxxxx X. Xxxxxx Xxxx X. Xxxxxx
Assistant Vice President and Senior Vice President, General Counsel,
Assistant Secretary Compliance Officer and Secretary
86
SCHEDULE A
FUNDS
Transamerica Large Cap Index Fund
Transamerica Mid-Cap Index Fund
87
