EXHIBIT 99.d(2)
23 (d) (2) (ii) SUB-ADVISORY AGREEMENTS ON BEHALF OF
TA IDEX TEMPLETON GREAT COMPANIES GLOBAL
SUB-ADVISORY AGREEMENT BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC. AND
XXXXXXXXX INVESTMENT COUNSEL, LLC
SUB-ADVISORY AGREEMENT, made as of the 29th day of May 2004 between
AEGON/Transamerica Fund Advisers, Inc. ("Investment Adviser"), a corporation
organized and existing under the laws of the State of Florida and Xxxxxxxxx
Investment Counsel, LLC ("Sub-Adviser"), a Delaware limited liability company.
WHEREAS, the Investment Adviser has entered into an Investment Advisory
Agreement dated as of the 25th of June 1998, as amended ("Advisory Agreement")
with Transamerica IDEX Mutual Funds ("Transamerica IDEX"), a Massachusetts
business trust which is engaged in business as an open-end management investment
company registered under the Investment Company Act of 1940, as amended ("1940
Act"), and
WHEREAS, Transamerica IDEX is authorized to issue shares of TA IDEX
Templeton Great Companies Global (the "Trust"), a separate series of
Transamerica IDEX;
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 furnish certain investment advisory services (in connection with
non-U.S. securities) to the Investment Adviser with respect to the Trust and the
Sub-Adviser is willing to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual promises
herein set forth, the parties hereto agree as follows:
1. APPOINTMENT.
Investment Adviser hereby appoints the Sub-Adviser as its investment
sub-adviser with respect to the Trust 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.
2. DUTIES 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 and shall supervise and
direct the non U.S. investments of the Trust in accordance with the Trust'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. The Sub-Adviser shall obtain and evaluate such information
relating to the economy, industries, businesses, securities markets, and
securities as it may deem necessary or useful in the discharge of its
obligations hereunder and shall formulate and implement a continuing program for
the management of the assets of the Trust in a manner consistent with the
Trust's investment objective, policies, and restrictions. In furtherance of this
duty, the Sub-Adviser, on behalf of the Trust, is authorized, in its discretion
and without prior consultation with the Trust or the Investment Adviser, to:
(1) buy, sell, exchange, convert, lend, and otherwise trade in any
stocks, bonds and other securities or assets; and
(2) place orders and negotiate the commissions (if any) for the
execution of transactions in securities or other assets with or
through such brokers, dealers, underwriters or issuers as the
Sub-Adviser may select.
B. Additional Duties of Sub-Adviser. In addition to the above,
Sub-Adviser shall:
(1) furnish continuous investment information, advice and
recommendations to Transamerica IDEX as to the acquisition, holding
or disposition of any or all of the securities or other assets which
the Trust may own or contemplate acquiring from time to time;
(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 may reasonably require, in order to
keep Transamerica IDEX and its officers and Board fully informed as
to the condition of the investment securities of the Trust, the
investment recommendations of the Sub-Adviser, and the investment
considerations which have given rise to those recommendations; and
(3) furnish such statistical and analytical information and reports
as may reasonably be required by Transamerica IDEX from
time to time.
C. Further Duties of Sub-Adviser. 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 currently effective Registration Statement (as defined below)
and with the written instructions and directions of the Board and the Investment
Adviser, and shall comply with the requirements of the 1940 Act, the Advisers
Act, the rules thereunder, and all other applicable federal and state laws and
regulations.
D. Custody. Sub-Adviser shall have no responsibility with respect
to maintaining custody of the Trust's assets. Sub-Adviser shall affirm security
transactions with central depositories and advise the custodian of the Trust
("Custodian") or such depositories or agents as may be designated by Custodian
and Investment Adviser promptly of each purchase and sale of a Trust security,
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. Sub-Adviser shall from time to time provide Custodian and
Investment Adviser with evidence of authority of its personnel who are
authorized to give instructions to Custodian. The Trust 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 Trust.
E. Proxy Voting. Unless Investment Adviser advises Sub-Adviser in
writing that the right to vote proxies has been expressly reserved to Investment
Adviser or the Trust or otherwise delegated to another party, Sub-Adviser shall
exercise voting rights incident to such securities under Sub-Adviser's
supervision held in the Trust without consultation with Investment Adviser or
Trust, provided that Sub-Adviser will follow any written instructions received
from Investment Adviser or Trust with respect to voting as to particular issues.
Sub-Adviser shall further respond to all corporate action matters incident to
such securities held in the Trust including, without limitation, proofs of claim
in bankruptcy and class action cases and shelf registrations. Should Sub-Adviser
undertake litigation against an issuer on behalf of accounts which it manages
that are shareholders of such issuer, Trust agrees, that in the event the Trust
is also a shareholder of such issuer, to pay its proportionate share of any
applicable legal fees associated with the action or to forfeit any claim to any
assets Sub-Adviser may recover and, in such case, agrees to hold Sub-Adviser
harmless for excluding the Trust from such action. In the case of class action
suits involving issuers held by the Trust, Sub-Adviser may include information
about the Trust for purposes of participating in any settlements.
3. COMPENSATION.
For the services provided by the Sub-Adviser pursuant to this Agreement,
the Sub-Adviser shall receive monthly an investment management fee as specified
in Schedule A of this Agreement. If this Agreement becomes effective or
terminates before the end of any month, the investment management fee for the
period from the effective date to the end of such month or from the beginning of
such month to the date of termination, as the case may be, shall be pro-rated
according to the pro-ration which such period bears to the full month in which
such effectiveness or termination occurs.
4. EXPENSES.
During the term of this Agreement, Sub-Adviser will bear all expenses
incurred by it in the performance of its duties hereunder, other than those
expenses specifically borne by the Trust or assumed by the Investment Adviser
pursuant to the Advisory Agreement. The Trust and the Investment Adviser shall
bear their own expenses, including but not limited to those expenses allocated
to the Trust or the Investment Adviser in the Advisory Agreement, all proxy
voting expenses and brokers' and underwriting commissions chargeable to the
Trust in connection with the securities transactions to which the Trust is a
party.
5. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have responsibility
for all services to be provided to the Trust pursuant to the Advisory Agreement
and shall oversee and review the Sub-Adviser's performance of its duties under
this Agreement. Notwithstanding the Advisory Agreement, the Sub-Adviser has the
authority to buy, sell, exchange, convert, lend, and otherwise trade in any
stocks, bonds and other securities or assets on behalf of the Trust.
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, as filed with the
Commonwealth of Massachusetts, as in effect on the date hereof and
as amended from time to time ("Trust");
(2) The By-Laws of Transamerica IDEX as in effect on the date hereof
and as amended from time to time ("By-Laws");
(3) Certified resolutions of the Board of Transamerica IDEX
authorizing the appointment of the Investment Adviser and the
Sub-Adviser and approving the form of the Advisory Agreement and
this Agreement;
(4) 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
Trust and its shares and all amendments thereto ("Registration
Statement");
(5) The Transamerica IDEX Prospectus (as defined above); and
(6) 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 Trust to its shareholders or to any governmental
body or securities exchange.
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.
Notwithstanding the above, the Sub-Adviser shall not be responsible for
performing in accordance with any of the above-mentioned documents and notices
unless Sub-Adviser has received such document or notice.
C. The Sub-Adviser hereby gives the Trust, for the term of this
Agreement, a royalty free, nonexclusive, nontransferable right to use the name
"Xxxxxxxxx" (hereinafter referred to as the "Xxxx") in the United States as part
of the name of the Trust, provided such name is approved by 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 Trust 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 Trust
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 Trust 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.
D. 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
Trust or the public, which include the Xxxx or refer to the Trust, the
Sub-Adviser or investment companies or other advisory accounts advised or
sponsored by the Sub-Adviser in any way, prior to the use thereof. Investment
Adviser shall not use any such materials which include the Xxxx without the
Sub-Adviser's prior written approval; and Investment Adviser shall not use any
such materials which do not include the Xxxx if the Sub-Adviser reasonably
objects in writing within fifteen (15) business days (or such other time as may
be mutually agreed upon) after Sub-Adviser's receipt thereof.
6. BROKERAGE.
A. The Sub-Adviser agrees that, in placing orders with
broker-dealers for the purchase or sale of Trust securities, it shall attempt to
obtain quality execution at favorable security prices (best price and
execution); provided that, on behalf of the Trust, the Sub-Adviser may, in its
discretion, agree to pay a broker-dealer that furnishes brokerage or research
services as such services are defined under Section 28(e) of the Securities
Exchange Act of 1934, as amended ("1934 Act"), 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 accounts as to
which it exercises investment discretion (as such term is defined under Section
3(a)(35) of the 1934 Act). In no instance will Trust securities be purchased
from or sold to the Sub-Adviser, or any affiliated person thereof, except in
accordance with the federal securities laws and the rule and regulations
thereunder.
B. On occasions when the Sub-Adviser deems the purchase or sale
of a security to be in the best interest of the Trust, 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 Trust and to its other clients.
C. In addition to the foregoing, the Sub-Adviser agrees that
orders with broker-dealers for the purchase or sale of Trust securities by the
Trust shall be placed in accordance with the standards set forth in the Advisory
Agreement.
7. OWNERSHIP OF RECORDS.
Sub-Adviser shall maintain all books and records required to be maintained
by Sub-Adviser pursuant to the 1940 Act and the rules and regulations
promulgated thereunder with respect to transactions on behalf of the Trust. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, 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 Trust that are required to be
maintained by Rule 31a-1 under the 1940 Act, and (ii) to provide the Trust with
access to or copies of any records that it maintains for the Trust upon
reasonable request by the Trust.
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 and the Board or the Investment Adviser, as
appropriate, may mutually agree upon from time to time.
9. SERVICES TO OTHER CLIENTS.
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,
or (ii) the right of any director, officer, or employee of the Sub-Adviser, who
may also be a director, officer, or employee of Transamerica IDEX, 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. Nothing in this Agreement shall impose upon Sub-Adviser
any obligation to purchase or sell or to recommend for purchase or sale, with
respect to the Trust, any securities which the Sub-Adviser, or its officers,
directors, employees or affiliates may purchase or sell for its or their own
account(s) or for the account of any other client. Sub-Adviser may give advice
and take action with respect to any of its other accounts or for its own account
which may differ from the timing or nature of action taken by the Sub-Adviser
with respect to the Trust.
10. 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 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 Trust.
11. LIABILITY OF SUB-ADVISER. 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 Sub-Adviser nor its officers, directors,
employees or agents shall be subject to any liability to the Investment Adviser,
the Trust or any shareholder of the Trust 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 duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
12. REPRESENTATIONS OF 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, if it has not
already done so, will provide the Investment Adviser and Transamerica IDEX with
a copy of such code of ethics, together with evidence of its adoption.
C. The Sub-Adviser has provided the Investment Adviser and
Transamerica IDEX with a copy of its Form ADV as most recently filed with the
SEC 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.
13. TERM OF AGREEMENT.
This Agreement shall become effective as of the date of its execution and
continue in effect for two years from its effective date, and thereafter for
successive annual periods, provided that such continuance is specifically
approved at least annually (a) by the vote of the Fund's outstanding voting
securities (as defined in the 0000 Xxx) or by the Transamerica IDEX Board of
Trustees and (b) by the vote, cast in person at a meeting called for the
purpose, of a majority of the Transamerica IDEX Trustees who are not parties to
this Agreement or "interested persons" (as defined in the 0000 Xxx) of any such
party. This Agreement may be terminated at any time, without payment of any
penalty, by (i) Transamerica IDEX, or by a vote of the majority of the entire
Transamerica IDEX Board of Trustees, or per the terms of an exemptive order -
Release No. 23379 - under Section 6(c) of the Act from Section 15(a) and Rule
18f-2 under the Act, on at least 60 days' written notice to the Sub-adviser or
(ii) by the Sub-Adviser on 60 days' written notice to the Investment Adviser.
This Agreement shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
14. NOTICES.
Any notice shall be sufficiently given when sent by certified U.S. mail,
national expenses deliver 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:
AEGON/Transamerica Fund Advisers, 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:
Xxxxxxxxx Investment Counsel, LLC
Xxx Xxxxxxxx Xxxxxxx
Xxx Xxxxx, XX 00000-0000
Attn: General Counsel
Telephone: (000) 000-0000
Fax: (000) 000-0000
15. TERMINATION OF AGREEMENT.
Notwithstanding the foregoing, this Agreement may be terminated at any
time, without the payment of any penalty, by vote of the Board or by a vote of a
majority of the outstanding voting securities of the Trust, or per the terms of
the exemptive order - Release No. 23379 - under Section 6(c) of the 1940 Act
from Section 15(a) and Rule 18f-2 under the 1940 Act, on at least 60 days' prior
written notice to the Sub-Adviser. This Agreement may also be terminated by the
Investment Adviser: (i) on at least 60 days' prior written notice to the
Sub-Adviser, without the payment of any penalty; or (ii) if the Sub-Adviser
becomes unable to discharge its duties and obligations under this
Agreement. In addition, the Sub-Adviser may terminate this Agreement at any
time, or preclude its renewal, without the payment of any penalty, on at least
60 days' prior notice to the Investment Adviser. This Agreement shall terminate
automatically in the event of its assignment or upon termination of the Advisory
Agreement.
16. 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
vote of a majority of the Trust's outstanding voting securities, unless
otherwise permitted in accordance with the 1940 Act.
17. MISCELLANEOUS.
A. Governing Law. This Agreement shall be construed in accordance
with the laws of the Commonwealth of Massachusetts without giving effect to the
conflicts of laws principles thereof, and the 1940 Act. To the extent that the
applicable laws of the Commonwealth of Massachusetts 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 (except for the letter
agreement relating to the re-balancing of the Trust's assets and cash flows) 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. Interpretation. Nothing herein contained shall be deemed to
require Transamerica IDEX to take any action contrary to its Trust or By-Laws,
or any applicable statutory or regulatory requirement to which it is subject or
by which it is bound, or to relieve or deprive the Board of its responsibility
for and control of the conduct of the affairs of Transamerica IDEX.
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 shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such court,
by rules, regulations, or orders of the SEC validly issued pursuant to the 1940
Act. As used in this Agreement, the terms "majority of the outstanding voting
securities," "affiliated person," "interested person," "assignment," "broker,"
"investment adviser," "net assets," "sale," "sell," and "security" (unless
otherwise defined herein) shall have the same meaning as such terms have in the
1940 Act, subject to such exemption as may be granted by the SEC by any rule,
regulation, or order. Where the effect of a requirement of the federal
securities laws reflected in any provision of this Agreement is made less
restrictive by a rule, regulation, or order of the SEC, whether of special or
general application, such provision shall be deemed to incorporate the effect of
such rule, regulation, or order, unless the Investment Adviser and the
Sub-Adviser agree to the contrary.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: __________________________ By: __________________________
Name: __________________________ Name: __________________________
Title:__________________________ Title:__________________________
ATTEST: XXXXXXXXX INVESTMENT COUNSEL, LLC
By: __________________________ By: __________________________
Name: __________________________ Name: __________________________
Title:__________________________ Title:__________________________
SUB-ADVISORY AGREEMENT
SCHEDULE A
FUND SUB-ADVISER COMPENSATION
---- ------------------------
TA IDEX TEMPLETON GREAT COMPANIES 0.40% of the average daily net assets of the fund
GLOBAL managed by the Sub-Adviser up to $500 million; 0.375%
of the average daily net assets of the fund managed
by the Sub-Adviser over $500 million up to $1.5
billion; and 0.35% of the average daily net assets of
the fund managed by the Sub-Adviser over $1.5 billion
SUB-ADVISORY AGREEMENT BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC. AND GREAT COMPANIES, L.L.C.
SUB-ADVISORY AGREEMENT, made as of the 28th day of May 2004 between
AEGON/Transamerica Fund Advisers, Inc. ("Investment Adviser"), a corporation
organized and existing under the laws of the State of Florida and Great
Companies, L.L.C. ("Sub-Adviser"), an Iowa limited liability company.
WHEREAS, the Investment Adviser has entered into an Investment Advisory
Agreement dated as of the 25th of June 1998, as amended ("Advisory Agreement")
with Transamerica IDEX Mutual Funds ("Transamerica IDEX"), a Massachusetts
business trust which is engaged in business as an open-end management investment
company registered under the Investment Company Act of 1940, as amended ("1940
Act"), and
WHEREAS, Transamerica IDEX is authorized to issue shares of TA IDEX
Templeton Great Companies Global (the "Trust"), a separate series of
Transamerica IDEX;
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 furnish certain investment advisory services (in connection with
non-U.S. securities) to the Investment Adviser with respect to the Trust and the
Sub-Adviser is willing to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual promises
herein set forth, the parties hereto agree as follows:
1. APPOINTMENT.
Investment Adviser hereby appoints the Sub-Adviser as its investment
sub-adviser with respect to the Trust 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.
2. DUTIES 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 and shall supervise and
direct the U.S. investments of the Trust in accordance with the Trust'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. The Sub-Adviser shall obtain and evaluate such information
relating to the economy, industries, businesses, securities markets, and
securities as it may deem necessary or useful in the discharge of its
obligations hereunder and shall formulate and implement a continuing program for
the management of the assets of the Trust in a manner consistent with the
Trust's investment objective, policies, and restrictions. In furtherance of this
duty, the Sub-Adviser, on behalf of the Trust, is authorized, in its discretion
and without prior consultation with the Trust or the Investment Adviser, to:
(1) buy, sell, exchange, convert, lend, and otherwise trade in any
stocks, bonds and other securities or assets; and
(3) place orders and negotiate the commissions (if any) for the
execution of transactions in securities or other assets with or
through such brokers, dealers, underwriters or issuers as the
Sub-Adviser may select.
B. Additional Duties of Sub-Adviser. In addition to the above,
Sub-Adviser shall:
(1) furnish continuous investment information, advice and
recommendations to Transamerica IDEX as to the acquisition, holding
or disposition of any or all of the securities or other assets which
the Trust may own or contemplate acquiring from time to time;
(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 may reasonably require, in order to
keep Transamerica IDEX and its officers and Board fully informed as
to the condition of the investment securities of the Trust, the
investment recommendations of the Sub-Adviser, and the investment
considerations which have given rise to those recommendations; and
(3) furnish such statistical and analytical information and reports
as may reasonably be required by Transamerica IDEX from
time to time.
C. Further Duties of Sub-Adviser. 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 currently effective Registration Statement (as defined below)
and with the written instructions and directions of the Board and the Investment
Adviser, and shall comply with the requirements of the 1940 Act, the Advisers
Act, the rules thereunder, and all other applicable federal and state laws and
regulations.
D. Custody. Sub-Adviser shall have no responsibility with respect
to maintaining custody of the Trust's assets. Sub-Adviser shall affirm security
transactions with central depositories and advise the custodian of the Trust
("Custodian") or such depositories or agents as may be designated by Custodian
and Investment Adviser promptly of each purchase and sale of a Trust security,
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. Sub-Adviser shall from time to time provide Custodian and
Investment Adviser with evidence of authority of its personnel who are
authorized to give instructions to Custodian. The Trust 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 Trust.
E. Proxy Voting. Unless Investment Adviser advises Sub-Adviser in
writing that the right to vote proxies has been expressly reserved to Investment
Adviser or the Trust or otherwise delegated to another party, Sub-Adviser shall
exercise voting rights incident to such securities under Sub-Adviser's
supervision held in the Trust without consultation with Investment Adviser or
Trust, provided that Sub-Adviser will follow any written instructions received
from Investment Adviser or Trust with respect to voting as to particular issues.
Sub-Adviser shall further respond to all corporate action matters incident to
such securities held in the Trust including, without limitation, proofs of claim
in bankruptcy and class action cases and shelf registrations. Should Sub-Adviser
undertake litigation against an issuer on behalf of accounts which it manages
that are shareholders of such issuer, Trust agrees, that in the event the Trust
is also a shareholder of such issuer, to pay its proportionate share of any
applicable legal fees associated with the action or to forfeit any claim to any
assets Sub-Adviser may recover and, in such case, agrees to hold Sub-Adviser
harmless for excluding the Trust from such action. In the case of class action
suits involving issuers held by the Trust, Sub-Adviser may include information
about the Trust for purposes of participating in any settlements.
3. COMPENSATION.
For the services provided by the Sub-Adviser pursuant to this Agreement,
the Sub-Adviser shall receive monthly an investment management fee as specified
in Schedule A of this Agreement. If this Agreement becomes effective or
terminates before the end of any month, the investment management fee for the
period from the effective date to the end of such month or from the beginning of
such month to the date of termination, as the case may be, shall be pro-rated
according to the pro-ration which such period bears to the full month in which
such effectiveness or termination occurs.
4. EXPENSES.
During the term of this Agreement, Sub-Adviser will bear all
expenses incurred by it in the performance of its duties hereunder,
other than those expenses specifically borne by the Trust or assumed
by the Investment Adviser pursuant to the Advisory Agreement. The
Trust and the Investment Adviser shall bear their own expenses,
including but not limited to those expenses allocated to the Trust
or the Investment Adviser in the Advisory Agreement, all proxy
voting expenses and brokers' and underwriting commissions chargeable
to the Trust in connection with the securities transactions to which
the Trust is a party.
5. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have responsibility
for all services to be provided to the Trust pursuant to the Advisory Agreement
and shall oversee and review the Sub-Adviser's performance of its duties under
this Agreement. Notwithstanding the Advisory Agreement, the Sub-Adviser has the
authority to buy, sell, exchange, convert, lend, and otherwise trade in any
stocks, bonds and other securities or assets on behalf of the Trust.
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, as filed with the
Commonwealth of Massachusetts, as in effect on the date hereof and
as amended from time to time ("Trust");
(2) The By-Laws of Transamerica IDEX as in effect on the date hereof
and as amended from time to time ("By-Laws");
(3) Certified resolutions of the Board of Transamerica IDEX
authorizing the appointment of the Investment Adviser and the
Sub-Adviser and approving the form of the Advisory Agreement and
this Agreement;
(4) 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
Trust and its shares and all amendments thereto ("Registration
Statement");
(5) The Transamerica IDEX Prospectus (as defined above); and
(6) 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 Trust to its shareholders or to any governmental
body or securities exchange.
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.
Notwithstanding the above, the Sub-Adviser shall not be responsible for
performing in accordance with any of the above-mentioned documents and notices
unless Sub-Adviser has received such document or notice.
C. The Sub-Adviser hereby gives the Trust, for the term of this
Agreement, a royalty free, nonexclusive, nontransferable right to use the name
"Xxxxxxxxx" (hereinafter referred to as the "Xxxx") in the United States as part
of the name of the Trust, provided such name is approved by 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 Trust 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 Trust
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 Trust 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.
D. 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
Trust or the public, which include the Xxxx or refer to the Trust, the
Sub-Adviser or investment companies or other advisory accounts advised or
sponsored by the Sub-Adviser in any way, prior to the use thereof. Investment
Adviser shall not use any such materials which include the Xxxx without the
Sub-Adviser's prior written approval; and Investment Adviser shall not use any
such materials which do not include the Xxxx if the Sub-Adviser reasonably
objects in writing within fifteen (15) business days (or such other time as may
be mutually agreed upon) after Sub-Adviser's receipt thereof.
6. BROKERAGE.
A. The Sub-Adviser agrees that, in placing orders with
broker-dealers for the purchase or sale of Trust securities, it shall attempt to
obtain quality execution at favorable security prices (best price and
execution); provided that, on behalf of the Trust, the Sub-Adviser may, in its
discretion, agree to pay a broker-dealer that furnishes brokerage or research
services as such services are defined under Section 28(e) of the Securities
Exchange Act of 1934, as amended ("1934 Act"), 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 accounts as to
which it exercises investment discretion (as such term is defined under Section
3(a)(35) of the 1934 Act). In no instance will Trust securities be purchased
from or sold to the Sub-Adviser, or any affiliated person thereof, except in
accordance with the federal securities laws and the rule and regulations
thereunder.
B. On occasions when the Sub-Adviser deems the purchase or sale
of a security to be in the best interest of the Trust, 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 Trust and to its other clients.
C. In addition to the foregoing, the Sub-Adviser agrees that
orders with broker-dealers for the purchase or sale of Trust securities by the
Trust shall be placed in accordance with the standards set forth in the Advisory
Agreement.
7. OWNERSHIP OF RECORDS.
Sub-Adviser shall maintain all books and records required to be maintained
by Sub-Adviser pursuant to the 1940 Act and the rules and regulations
promulgated thereunder with respect to transactions on behalf of the Trust. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, 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 Trust that are required to be
maintained by Rule 31a-1 under the 1940 Act, and (ii) to provide the Trust with
access to or copies of any records that it maintains for the Trust upon
reasonable request by the Trust.
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 and the Board or the Investment Adviser, as
appropriate, may mutually agree upon from time to time.
9. SERVICES TO OTHER CLIENTS.
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,
or (ii) the right of any director, officer, or employee of the Sub-Adviser, who
may also be a director, officer, or employee of Transamerica IDEX, 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. Nothing in this Agreement shall impose upon Sub-Adviser
any obligation to purchase or sell or to recommend for purchase or sale, with
respect to the Trust, any securities which the Sub-Adviser, or its officers,
directors, employees or affiliates may purchase or sell for its or their own
account(s) or for the account of any other client. Sub-Adviser may give advice
and take action with respect to any of its other accounts or for its own account
which may differ from the timing or nature of action taken by the Sub-Adviser
with respect to the Trust.
10. 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 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 Trust.
11. LIABILITY OF SUB-ADVISER. 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 Sub-Adviser nor its officers, directors,
employees or agents shall be subject to any liability to the Investment Adviser,
the Trust or any shareholder of the Trust 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 duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
12. REPRESENTATIONS OF 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, if it has not
already done so, will provide the Investment Adviser and Transamerica IDEX with
a copy of such code of ethics, together with evidence of its adoption.
C. The Sub-Adviser has provided the Investment Adviser and
Transamerica IDEX with a copy of its Form ADV as most recently filed with the
SEC 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.
13. TERM OF AGREEMENT.
This Agreement shall become effective as of the date of its execution and
continue in effect for two years from its effective date, and thereafter for
successive annual periods, provided that such continuance is specifically
approved at least annually (a) by the vote of the Fund's outstanding voting
securities (as defined in the 0000 Xxx) or by the Transamerica IDEX Board of
Trustees and (b) by the vote, cast in person at a meeting called for the
purpose, of a majority of the Transamerica IDEX Trustees who are not parties to
this Agreement or "interested persons" (as defined in the 0000 Xxx) of any such
party. This Agreement may be terminated at any time, without payment of any
penalty, by (i) Transamerica IDEX, or by a vote of the majority of the entire
Transamerica IDEX Board of Trustees, or per the terms of an exemptive order -
Release No. 23379 - under Section 6(c) of the Act from Section 15(a) and Rule
18f-2 under the Act, on at least 60 days' written notice to the Sub-adviser or
(ii) by the Sub-Adviser on 60 days' written notice to the Investment Adviser.
This Agreement shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
14. NOTICES.
Any notice shall be sufficiently given when sent by certified U.S. mail,
national expenses deliver 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:
AEGON/Transamerica Fund Advisers, 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:
Great Companies, L.L.C.
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Telephone:000-000-0000 or 000-000-0000
Fax 000-000-0000 or 000-000-0000
15. TERMINATION OF AGREEMENT.
Notwithstanding the foregoing, this Agreement may be terminated at any
time, without the payment of any penalty, by vote of the Board or by a vote of a
majority of the outstanding voting securities of the Trust, or per the terms of
the exemptive order - Release No. 23379 - under Section 6(c) of the 1940 Act
from Section 15(a) and Rule 18f-2 under the 1940 Act, on at least 60 days' prior
written notice to the Sub-Adviser. This Agreement may also be terminated by the
Investment Adviser: (i) on at least 60 days' prior written notice to the
Sub-Adviser, without the payment of any penalty; or (ii) if the Sub-Adviser
becomes unable to discharge its duties and obligations under this Agreement. In
addition, the Sub-Adviser may terminate this Agreement at any time, or preclude
its renewal, without the payment of any
penalty, on at least 60 days' prior notice to the Investment Adviser. This
Agreement shall terminate automatically in the event of its assignment or upon
termination of the Advisory Agreement.
16. 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
vote of a majority of the Trust's outstanding voting securities, unless
otherwise permitted in accordance with the 1940 Act.
17. MISCELLANEOUS.
A. Governing Law. This Agreement shall be construed in accordance
with the laws of the Commonwealth of Massachusetts without giving effect to the
conflicts of laws principles thereof, and the 1940 Act. To the extent that the
applicable laws of the Commonwealth of Massachusetts 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 (except for the letter
agreement relating to the re-balancing of the Trust's assets and cash flows) 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. Interpretation. Nothing herein contained shall be deemed to
require Transamerica IDEX to take any action contrary to its Trustor By-Laws, or
any applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Board of its responsibility for
and control of the conduct of the affairs of Transamerica IDEX.
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 shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such court,
by rules, regulations, or orders of the SEC validly issued pursuant to the 1940
Act. As used in this Agreement, the terms "majority of the outstanding voting
securities," "affiliated person," "interested person," "assignment," "broker,"
"investment adviser," "net assets," "sale," "sell," and "security" (unless
otherwise defined herein) shall have the same meaning as such terms have in the
1940 Act, subject to such exemption as may be granted by the SEC by any rule,
regulation, or order. Where the effect of a requirement of the federal
securities laws reflected in any provision of this Agreement is made less
restrictive by a rule, regulation, or order of the SEC, whether of special or
general application, such provision shall be deemed to incorporate the effect of
such rule, regulation, or order, unless the Investment Adviser and the
Sub-Adviser agree to the contrary.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: __________________________ By: __________________________
Name: __________________________ Name: __________________________
Title:__________________________ Title:__________________________
ATTEST: GREAT COMPANIES, L.L.C.
By: __________________________ By: __________________________
Name: __________________________ Name: __________________________
Title:__________________________ Title:__________________________
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION*
--------- -------------------------
XXXXXXXXX GREAT COMPANIES GLOBAL 0.35% of the first $500 million of the fund's average
daily netassets and 0.30% of assets over $500 million
* Xxxxxxxxx receives 0.40% of the first $500 million of the portion of assets
that it manages up to $500 million; 0.375% of the average daily net assets of
the fund for the portion it manages over $500 million up to $1.5 billion; and
0.35% of the average daily net assets of the fund for the portion it manages
over $1.5 billion. Great Companies receives the sub-advisory fees listed in this
schedule, less the fees paid to Xxxxxxxxx.
