Exhibit 23(d)(2)(nn)
Amendment to Investment Sub-Advisory Agreement - TA IDEX Xxxx Xxxxx Partners
Investors Value
AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN
NOTICE OF AND CONSENT TO
TRANSFER OF SUB-ADVISORY AGREEMENT
Reference is made to the Sub-Advisory Agreement between Salomon
Brothers Asset Management Inc ("SaBAM") and Transamerica Fund Advisors, Inc.
("Transamerica") on behalf of TA IDEX Salomon Investors Value, a separate series
of Transamerica IDEX Mutual Funds (the "Trust") dated the 1st day of December,
2005 (the "Agreement").
RECITALS
SaBAM is currently a wholly owned subsidiary of Xxxx Xxxxx, Inc.
("Xxxx Xxxxx"). Due to an internal reorganization ("Reorganization") by Xxxx
Xxxxx, SaBAM's investment operations are being consolidated with other
investment operations into ClearBridge Advisors, LLC ("ClearBridge"), a
recently-organized subsidiary of Xxxx Xxxxx.
As a result of the Reorganization, ClearBridge will continue the
business previously conducted by SaBAM and will serve as the sub-adviser to the
Trust (the "Transfer").
The above referenced Transfer will not result in a change of actual
control or management, which would result in an automatic termination of the
Agreement due to "assignment" pursuant to Section 2(a)(4) of the 1940 Act, and
Rule 2a-6 thereunder. Xxxx Xxxxx has obtained an opinion from its legal counsel,
Xxxxxxx Xxxx & Xxxxxxxxx, LLP, ("Xxxxxxx Xxxx") confirming its conclusion that
the transactions will not result in an actual change in control or management, a
copy of which opinion is attached hereto.
NOW, THEREFORE, in consideration of the premises:
3. Subject to the approval of the Board of Trustees of the Trust for
ClearBridge to serve as a subadviser of the Trust, effective October
27, 2006:
a. SaBAM assigns all duties and obligations, and associated
liabilities arising out of the Agreements to ClearBridge;
and
b. ClearBridge hereby agrees to assume all duties and
obligations, and associated liabilities arising out of the
Agreement and to become a party to said Agreement upon the
terms and conditions set forth therein, standing in the
stead of SaBAM.
4. The Investment Adviser and the Trust consent to the assignment of the
Agreement.
3. Any reference to TA IDEX Salomon Investors Value is now revised to
mean TA IDEX Xxxx Xxxxx Partners Investors Value.
4. All terms and conditions of the Agreement are hereby confirmed by all
parties.
5. ALL TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT ARE HEREBY
CONFIRMED AND REMAIN IN FULL FORCE AND EFFECT.
IN WITNESS WHEREOF, the parties have caused this Notice of and Consent
to Assignment of Sub-Advisory Agreement to be executed by their respective
officers.
ACCEPTED AND AGREED:
SALOMON BROTHERS ASSET MANAGEMENT INC
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: Managing Director
ACCEPTED AND AGREED:
CLEARBRIDGE ADVISORS, LLC
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Chief Administrative Officer
ACCEPTED AND AGREED:
TRANSAMERICA FUND ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: President & CEO
