EXHIBIT 23.(d)(1)
Investment Advisory Agreement on behalf of Transamerica Premier Institutional
Equity Fund
TRANSAMERICA INVESTORS, INC.
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of June, 2004,
by and between TRANSAMERICA INVESTORS, INC., a corporation organized and
existing under the laws of the State of Maryland (the "Corporation") and
TRANSAMERICA INVESTMENT MANAGEMENT, LLC, a limited liability company organized
and existing under the laws of the State of Delaware (the "Adviser").
WHEREAS, the Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares, each pursuing its
investment objectives through separate investment policies;
WHEREAS, the Adviser is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
engages in the business of providing investment advisory services;
WHEREAS, the Corporation desires to retain the Adviser to render
investment management and administrative services with respect to Transamerica
Premier Institutional Equity Fund (the "Fund") and such other Institutional
funds as the Corporation may establish in the future;
WHEREAS, the Adviser is willing to render such services;
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, the parties hereto agree as follows:
I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER
The Adviser is hereby appointed to serve as the investment adviser to the
Fund, to provide the investment advisory and administrative services set forth
in Section II of this Agreement, subject to the terms of this Agreement and the
policies and control of the Corporation's Board of Directors (the "Board"). The
Adviser hereby accepts such employment.
In the event that the Corporation establishes one or more institutional
series other than the Fund with respect to which it desires to retain the
Adviser to serve as investment adviser hereunder, the Corporation will notify
the Adviser in writing. If the Adviser is willing to render such services under
this Agreement, it will so notify the Corporation in writing, whereupon such
series will become a "Fund" hereunder and will be subject to the provisions of
this Agreement to the same extent as the current Funds except to the extent that
such provision (including those relating to the compensation payable by such
Fund to the Adviser) are modified with respect to such Fund in writing by the
Corporation and the Adviser at the time.
It is understood and agreed that the Adviser will enter into an
Administrative Services Agreement with an Administrator (in such capacity, the
"Administrator") under which the Administrator will furnish management and
administrative personnel and services to assist the Adviser in carrying out its
responsibilities under this Agreement including, without limitation, the
responsibilities under Sections II.A., II.B., IIC., II.D., II.E., II.F. and
II.L. of this Agreement, subject to the provisions of the 1940 Act and the
Advisers Act. It is understood and agreed that the Administrator may enter into
a Sub-Administration Agreement with an entity (the "Sub-Administrator") under
which the Sub-Administrator will furnish certain administrative services to
assist the Administrator in carrying out its responsibilities under its
Administrative Services Agreement, subject to the provisions of the 1940 Act and
the Advisers Act.
The Adviser shall, for all purposes herein, be deemed to be an independent
contractor and shall have, unless otherwise expressly provided or authorized, no
authority to act for or represent the Corporation in any way or otherwise be
deemed an agent for the Corporation.
The Adviser shall, for purposes of this Agreement, have and exercise full
investment discretion and authority to act as agent for the Corporation in
buying, selling or otherwise disposing of or managing the Corporation's
investments, subject to the supervision of the Board.
II. DUTIES OF THE ADVISER
The Corporation employs the Adviser:
A. to supervise all aspects of the operations of the Corporation and
the Fund, including the supervision and coordination of transfer
agency, custodial and accounting services; provided however, that
nothing herein shall be deemed to relieve or deprive the Board of
its responsibilities for and control of the conduct of the affairs
of the Corporation and the Fund;
B. to provide the Corporation and the Fund with such corporate,
administrative and clerical personnel (including officers of the
Corporation), and services as are reasonably deemed necessary or
advisable by the Board, including the maintenance of certain books
and records of the Corporation and the Fund;
C. to arrange for the periodic preparation, updating, filing and
distribution (as applicable) of the Corporation's registration
statement, proxy material, tax returns and required reports to each
Fund's shareholders and the Securities and Exchange Commission (the
"Commission' and other appropriate federal and state regulatory
authorities;
D. to provide the Corporation and the Fund with, or obtain for it,
adequate office space and all necessary office equipment and
services, including telephone service, heat, utilities, stationery
supplies and similar items;
E. to perform other administrative functions for the Corporation as the
Board may deem necessary and appropriate including:
1. computation and publication of the Fund's daily net
asset value and daily income;
2. computation of the Fund's yields and total returns;
3. schedule, plan agendas for, and conduct meeting of the
directors and shareholders;
4. coordinate the efforts of the Corporation's auditors;
5. maintain corporate records not otherwise maintained by
the Corporation's custodian, transfer agent, or
accounting agent;
6. monitor state and federal laws as they may apply to the
Corporation and the Fund;
7. prepare for execution and file all the Corporation's
federal, state and local tax returns and required tax
filings other than those required to be made by the
Corporation's custodian and transfer agent; and
8. coordinate the efforts of attorneys providing legal
advice relating to the Corporation;
F. to maintain the Corporation's existence, and during such times as
the shares of the Corporation are publicly offered, maintain the
registration and qualification of the Corporation's shares under
federal and state law;
G. to obtain and evaluate pertinent information about significant
developments, including economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy
generally or the Fund in particular, whether concerning the
individual issuers of the securities included in the Funds or the
activities in which the issuers engage, or whether concerning the
securities that the Adviser considers desirable for inclusion in the
Fund;
H. to determine in its discretion which issuers and securities are to
be owned or held in the Fund and to report thereon to the Board;
I. to formulate and implement a continuous investment program for the
Fund and regularly report thereon to the Board;
J. to give instructions to the custodian and/or sub-custodian of the
Corporation appointed by the Board, as to deliveries of securities,
transfer of currencies or payments of cash for the account of the
Corporation, in relation to the matters contemplated by this
Agreement;
K. to take, on behalf of the Corporation, all actions which appear to
the Corporation and the Fund necessary to effect the purchase and
sale of securities for the Corporation and the supervisory functions
listed above, including the placing of orders for the purchase and
sale of securities for the Fund; and
L. to arrange for the periodic preparation, updating, filing and
distribution (as applicable) of the Corporation's state registration
statements.
III. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF THE ADVISER
The Adviser hereby represents and warrants to the Corporation as follows:
1. Due Organization. The Adviser is duly organized and is in good
standing under the laws of the State of Delaware and is fully
authorized to enter into this Agreement and carry out its duties and
obligations hereunder.
2. Registration. The Adviser is registered as an investment adviser
with the Commission under the Advisers Act, and is registered or
licensed as an investment adviser under the laws of all
jurisdictions in which its activities require it to be so registered
or licensed. The Adviser shall maintain such registration or license
in effect at all times during the term of this Agreement and will
immediately notify the Corporation of the occurrence of any event
that would disqualify it from serving as an investment adviser by
operation of Section 9(a) of the 1940 Act or otherwise.
3. Best Efforts. The Adviser at all times shall provide its best
judgment and efforts to the Corporation in carrying out its
obligations hereunder.
4. Code of Ethics. The Adviser has adopted a written code of ethics
that complies with the requirements of Rule 17j-1 under the 1940 Act
and will provide the Corporation with a copy of such code of ethics
and all subsequent modifications, together with evidence of its
adoption. At least annually the Adviser will provide the Corporation
with a report describing the implementation of the code of ethics
during the immediately preceding twelve (12) month period.
B. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE FUND
The Corporation, on behalf of the Fund, hereby represents and
warrants to the Adviser as follows:
1. Due Incorporation and Organization. The Corporation has been duly
incorporated under the laws of the state of Maryland and it is authorized
to enter into this Agreement and to carry out its terms.
2. Registration. The Corporation is registered as an investment company
with the Commission under the 1940 Act and shares of the Corporation will
be registered for offer and sale to the public under the Securities Act of
1933, as amended (the "1933 Act"), and all applicable state securities
laws. Such registrations shall be kept in effect during the term of this
Agreement.
IV. BROKER-DEALER RELATIONSHIPS
A. FUND TRADES
The Adviser shall place all orders for the purchase and sale of securities
for the Fund with brokers and dealers selected by the Adviser, which may, if
approved by the Corporation, include brokers or dealers affiliated with the
Adviser. The Adviser shall use its best efforts to obtain the most favorable
price and execution. The Adviser will engage only those brokers or dealers
offering prices and commission rates it believes are reasonable in relation to
the benefits received.
B. SELECTION OF BROKER-DEALERS
In selecting broker-dealers qualified to execute a particular transaction,
brokers or dealers may be selected who also provide brokerage and research
services, prices and commissions (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934, as amended) to the Fund and/or the other
accounts over which the Adviser or its affiliates exercise investment
discretion. The Adviser is authorized to pay a broker or dealer who provides
such brokerage and research services, prices and commissions for executing a
portfolio transaction for the Fund that is in excess of the amount of the price
and commission another broker or dealer would have charged for effecting that
transaction, if the Adviser determines in good faith that such price and
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer. This determination may be viewed in
terms of either that particular transaction or the overall responsibilities that
the Adviser and its affiliates have with respect to accounts over which they
exercise investment discretion. The Board shall periodically review the prices
and commissions paid by the Fund to determine if over representative periods of
time they were reasonable in relation to the benefits received. In no instance,
however, will the Fund's securities be purchased from or sold to the Adviser, or
any affiliated person of the Corporation or the Adviser, acting as principal in
the transaction, except to the extent permitted by the Commission, the 1940 Act,
and approved by the Corporation.
C. AGGREGATION OF SECURITIES PURCHASES
The Adviser furnishes investment advice to the Fund as well as other
institutional clients, including some investment companies. Some of the
Adviser's other clients have investment objectives and programs similar to those
of the Fund. Accordingly, occasions may arise when sales or purchases of
securities will be consistent with the investment policies of the Funds and of
other clients of the Adviser. If purchases or sales of securities for the
Corporation or other clients of the Adviser arise for consideration at or about
the same time, the Corporation agrees that the Adviser may make transactions in
such securities, insofar as feasible, for the respective entities and clients in
a manner deemed equitable to all. To the extent that transactions on behalf of
more than one client of the Adviser during the same period may increase the
demand for securities being purchased or the supply of securities being sold,
the Corporation recognizes that there may be an adverse effect on price.
It is agreed that, on the occasions when the Adviser deems the purchase or
sale of a security to be in the best interest of the Corporation, as well as its
other clients, it may, to the extent permitted by applicable laws or
regulations, but will not be obligated to, aggregate the securities to be sold
or purchases for other clients in order to obtain favorable execution and lower
brokerage commissions or prices. In that event, the allocation of the securities
purchased or sold, as well as the expenses incurred in the transaction, will be
made by the Adviser in the manner it considers to be most equitable and
consistent with its fiduciary obligations to the Corporation and to such other
accounts. The Corporation recognizes that in some cases this procedure may
adversely affect the size of the position obtainable for the Fund.
V. CONTROL BY THE BOARD
Any investment program undertaken by the Adviser pursuant to this
Agreement, as well as any other activities undertaken by the Adviser on behalf
of the Corporation pursuant thereto, shall at all times be subject to any
directives of the Board.
VI. COMPLIANCE WITH APPLICABLE REQUIREMENTS
In carrying out its obligations under this Agreement, the Adviser shall at
all times conform to:
A. all applicable provisions of the 1940 Act and the rules and
regulations thereunder;
B. the provisions of the registration statement of the Corporation, as
the same may be amended from time to time, under the 1933 Act and
the 1940 Act;
C. the provisions of the Corporation's Articles of Incorporation, as
amended;
D. the provisions of the Bylaws of the Corporation, as amended; and
E. any other applicable provisions of state and federal law.
VII. COMPENSATION
For the services to be rendered by the Adviser pursuant to this Agreement,
the Corporation shall pay to the Adviser, and the Adviser agrees to accept as
full compensation therefore, compensation at the rates specified in Schedule A,
which is attached hereto and made a, part of this Agreement. The Adviser's
compensation shall be calculated by applying a daily rate, based on the annual
percentage rates as specified in Schedule A, to the daily net assets of the Fund
and shall be paid to the Adviser monthly. Prior to performing any services
pursuant to this Agreement, the Adviser may elect to waive all or a portion of
the compensation that the Adviser would otherwise be entitled to receive
pursuant to this Agreement for performing such services.
No Fund of the Corporation shall be liable for the obligations of any
other Fund of the Corporation. Without limiting the generality of the foregoing,
the Adviser shall look only to the assets of a particular Fund for payment of
fees for services rendered to that Fund.
In the event of termination of this Agreement, all compensation due
through the date of termination will be calculated on a pro-rated basis through
the date of termination. All rights of compensation under this Agreement for
services performed as of the termination date shall survive the termination of
this Agreement.
VIII. EXPENSES
The expenses in connection with the management of the Fund shall be
allocable between the Corporation and the Adviser or the Administrator as
follows:
A. EXPENSES OF THE CORPORATION
Except for those expenses agreed to be paid by the Adviser or the
Administrator pursuant to Sections VIII.B. and IX. of this Agreement, the
Corporation shall pay all of its expenses including, without limitation, the
following expenses:
1. Compensation to be paid to the Adviser pursuant to this Agreement;
2. Interest and taxes;
3. Brokerage commissions and other costs in connection with the
purchase or sale of securities, commodities, and other investments
for the Corporation, including portions of commissions that may be
paid to reflect brokerage research services provided to the Adviser;
4. Fees and expenses of its directors (other than those who are
"interested persons" of the Corporation or the Adviser);
5. Fees and expenses of the Corporation's independent public
accountants;
6. Transfer agent, custodian, and dividend disbursement agent fees and
expenses;
7. Fees of dividend, accounting and pricing agents appointed by the
Corporation;
8. Fees and expenses related to the registration and qualification of
the Corporation and its shares for distribution under state and
federal securities laws;
9. All costs attributable to investor services, administering
shareholder accounts and handling shareholder relations (including,
without limitation, telephone and personnel expenses);
10. Fees and assessments of the Investment Company Institute or any
successor organization or other association memberships approved by
the Board;
11. Expenses of preparing and typesetting prospectuses;
12. Expenses of printing and mailing prospectuses sent to existing
shareholders;
13. All expenses incident to the payment of any dividend, distribution,
or redemption, whether in shares of the Fund or in cash;
14. Insurance premiums on property or personnel (including, without
limitation, officers and directors of the Corporation which inure to
its benefit);
15. Such nonrecurring or extraordinary expenses as may arise, including,
without limitation, litigation expenses affecting the Corporation
and any indemnification by the Corporation of its officers,
directors or agents with respect thereto;
16. All costs attributable to periodic shareholder reports (including,
without limitation, annual and semi-annual reports);
17. All costs attributable to proxy solicitations;
18. Attorneys' fees of the Corporation; and
19. Such other expenses that the Board, from time to time, determines
are properly payable by the Corporation.
B. EXPENSES OF THE ADVISER OR THE ADMINISTRATOR
The expenses payable by the Adviser or the Administrator are:
1. The salaries, employment benefits and related costs of those
personnel necessary to perform the Adviser's obligations under this
Agreement;
2. The expense of providing office space, equipment and facilities for
the Corporation; and
3. The fees and expenses of all directors of the Corporation who are
"interested persons" (as defined in the 0000 Xxx) of the Corporation
or of the Adviser and any salaries and employment benefits of the
officers of the Corporation who are affiliated persons of the
Adviser for acting as officers of the Corporation.
IX. EXPENSE PAYMENTS AND LIMITATIONS
The Adviser believes that it is in the Adviser's best interests that the
expenses of the Corporation be capped from time to time, as specified on
Schedule A. Accordingly, the Adviser agrees to pay expenses related to the
operation of the Corporation to the extent necessary to achieve this goal.
In addition, if the expenses for the Fund for any fiscal year (including
fees and other amounts payable to the Adviser, but excluding interest, taxes,
brokerage costs, litigation, and other extraordinary costs and certain other
excludable expenses) would exceed the expense limitations imposed on investment
companies by an applicable statute or regulatory authority of any jurisdiction
in which shares of the Corporation are qualified for offer and sale, the Adviser
agrees, unless a waiver is obtained, to reduce its compensation in order to
reduce such excess expenses.
X. REPORTS
The Corporation and the Adviser agree to furnish to each other, as
applicable, current prospectuses, proxy statements, reports to shareholders,
certified copies of their financial statements, and such other information with
regard to their affairs as each may reasonably request.
XI. NON-EXCLUSIVITY
The services of the Adviser to the Corporation are not to be deemed
exclusive, and the Adviser shall be free to render similar services to others
(including other investment companies) so long as its services to the
Corporation are not impaired thereby. It is understood and agreed that officers
and directors of the Adviser may serve as officers or directors of the
Corporation, and that officers or directors of the Corporation may serve as
officers or directors of the Adviser to the extent permitted by law. The
officers and directors of the Adviser are not prohibited from engaging in any
other business activity or from rendering services to any other person, or from
serving as partners, officers, directors or trustees of any other firm,
corporation or trust, including other investment companies.
XII. CERTAIN RECORDS
The Adviser shall keep and maintain all books and records with respect to
the Fund's investment transactions required by Rule 31 a-1 under
the 1940 Act and shall render to the Board such periodic and special reports as
the Board may reasonably request. The Adviser and other entities providing
services to the Corporation shall maintain for the Corporation any other
information that is required to be filed by the Corporation with the Commission
or sent to shareholders under the 1940 Act (including the rules adopted
thereunder) or any exemptive or other relief that the Adviser or the Corporation
obtains from the Commission. The Adviser agrees that all records that it
maintains on behalf of the Corporation are the property of the Corporation and
the Adviser will surrender promptly to the Corporation any of such records upon
the Corporation's request; provided, however, that the Adviser may retain a copy
of such records.
In addition, for the duration of this Agreement, the Adviser shall
preserve for the periods prescribed by Rule 31 a-2 under the 1940
Act any such records as are required to be maintained by it pursuant to this
Agreement, and shall transfer said records to any successor Adviser upon the
termination of this Agreement (or, if there is no successor Adviser, to the
Corporation).
XIII. LIABILITY OF ADVISER AND INDEMNIFICATION
A. LIABILITY
The duties of the Adviser shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against the
Adviser hereunder. The Adviser may rely on information reasonably believed by it
to be accurate and reliable. The Adviser shall not be liable to the Corporation
or to any shareholder of the Corporation for any error of judgment or mistake of
law or for any loss arising out of any investment or for any act or omission in
carrying out its duties hereunder, except:
1. for a loss resulting from willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by
reason of reckless disregard of its obligations and duties
hereunder, except as may otherwise be provided under
provisions of applicable state law which cannot be waived or
modified hereby;
2. to the extent specified in Section 36(b) of the 1940 Act
concerning losses resulting from a breach of fiduciary duty
with respect to the Adviser's receipt of compensation; and
3. for a loss resulting from any breach of any representation and
warranty contained in Section III of this Agreement.
As used in this Section XIII, the term "Adviser" shall include any
affiliates of the Adviser performing services for the Corporation contemplated
hereby and the directors, officers, employees and other corporate agents of the
Adviser and such affiliates.
B. INDEMNIFICATION
In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Adviser, to the fullest extent permitted by applicable law, the Corporation
hereby agrees to indemnify and hold the Adviser harmless from and against all
claims, actions, suits and proceedings at law or in equity, whether brought or
asserted by a private party or a governmental agency, instrumentality or entity
of any kind, relating to the sale, purchase, pledge of, advertisement of; or
solicitation of sales or purchases of any security (whether of the Fund or
otherwise) by the Corporation, its officers, directors, employees or agents in
alleged violation of applicable federal, state or foreign laws, rules or
regulations.
XIV. TERM
This Agreement shall not become effective unless and until it is approved
by the Board, including a majority of directors who are not interested persons
of any party to this Agreement. Having been so approved, this Agreement shall
come into full force and effect on the date on which it is executed. This
Agreement shall not become effective as to any subsequently created Fund until
it has been approved by the Board and the shareholders of such Fund. As to each
new Fund, the Agreement shall remain in effect (unless terminated as hereinafter
provided) until two years from the date of execution.
XV. RENEWAL
This Agreement shall continue in force and effect from year to year, so
long as such continuance is specifically approved at least annually:
A. by the vote of a majority of those directors of the Corporation who
are not parties to this Agreement or "interested persons" of any
such party (as such term is used in Section 15(c) of the 1940 Act),
cast in person at a meeting called for the purpose of voting on such
approval; and
B. by either the Board or the vote of a majority of the "outstanding
voting securities" (as defined in Section 2(a)(42) of the 0000 Xxx)
of each Fund; provided, however, that if the shareholders of any
Fund fail to approve the Agreement as provided herein, the Adviser
may continue to serve hereunder in the manner and to the extent
permitted by the 1940 Act and rules and regulations thereunder.
XVI. TERMINATION
This Agreement may be terminated as to any Fund at any time, without the
payment of any penalty, by vote of a majority of the directors of the
Corporation or by vote of a majority of the "outstanding voting securities" (as
defined in Section 2(a)(42) of the 0000 Xxx) of the Corporation or a Fund, on
sixty (60) days' written notice to the Adviser, or by the Adviser at any time
without the payment of any penalty, on sixty (60) days' written notice to the
Corporation. This Agreement will automatically and immediately terminate in the
event of its "assignment," as that term is defined in Section 2(a)(4) of the
1940 Act.
XVII. DELEGATION TO SUB-ADVISER ETC.
A. The Adviser may from time to time delegate to a Sub-Adviser certain
of its responsibilities hereunder (but shall not delegate any of the
rights of the Adviser hereunder); provided, however, that the
Adviser shall be liable under this Agreement for any acts or
omissions of such Sub-Adviser to the same extent as if such acts or
omissions were committed by the Adviser itself.
B. The Adviser shall compensate such Sub-Adviser for all reasonable
costs associated with the Sub-Adviser's performance of services
hereunder pursuant to the terms of any Sub-Advisory Agreement. In no
event shall such Sub-Adviser be entitled to any compensation
hereunder from any person other than the Adviser.
XVIII. AMENDMENTS
This Agreement may be amended at any time or from time to time with
respect to the Fund by an instrument in writing signed by a duly authorized
officer of the Corporation and by a duly authorized officer of the Adviser, but
no amendment to this Agreement shall be effective with respect to any Fund until
such amendment is approved:
A. by the vote of a majority of those directors of the Corporation who
are not parties to this Agreement or "interested persons" of any
such party (as such term is used in Section 15(c) of the 1940 Act),
cast in person at a meeting called for the purpose of voting on such
approval; and
B. by vote of a majority of the `voting securities" (as defined in
Section 2(a)(42) of the 0000 Xxx) of the Fund; provided, however,
that if the shareholders of any Fund fail to approve the Agreement
as provided herein, the Adviser may continue to serve hereunder in
the manner and to the extent permitted by the 1940 Act and rules and
regulations thereunder.
IX. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Maryland,
without regard to conflicts of law principles; provided, however, that nothing
herein shall be construed as being inconsistent with the 1940 Act.
XX. NOTICE
Any notice, advice or report to be given pursuant to this Agreement shall
be deemed sufficient if delivered by hand, transmitted by electronic facsimile,
or mailed by registered, certified or overnight United States mail, postage
prepaid, or sent by overnight delivery with a recognized courier, addressed by
the party giving notice to the other party at the last address furnished by the
other party:
To the Adviser at: Transamerica Investment Management, LLC
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attn: Corporate Secretary
To the Corporation at: Transamerica Investors, Inc.
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, XX 00000
Attn: Corporate Secretary
Each such notice, advice or report shall be effective upon receipt or
three days after mailing.
XXI. SEVERABILITY
If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
XXII. ENTIRE AGREEMENT
This Agreement embodies the entire agreement and understanding between the
parties hereto, and supersedes all prior agreements and understandings relating
to this Agreement's subject matter. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
XXIII. 1940 ACT
Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
Commission, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.
TRANSAMERICA INVESTORS, INC.
Attest: ______________________ By: ___________________________
Title: ___________________________
TRANSAMERICA INVESTMENT MANAGEMENT, LLC
Attest: ______________________ By: ___________________________
Title: ___________________________
SCHEDULE A
NAME OF FUND ADVISORY FEE EXPENSE CAP
------------ ------------ -----------
PREMIER INSTITUTIONAL SERIES 0.75% OF THE FUND'S AVERAGE DAILY NET ASSETS, LESS 100% 0.75%
FUND - EQUITY FUND OF ANY AMOUNT REIMBURSED PURSUANT TO THE FUND'S EXPENSE
LIMITATION
