Exhibit 23(d)(2)(oo)
Revised Investment Sub-Advisory Agreement - TA IDEX Salomon Investors Value
SUB-ADVISORY AGREEMENT
BETWEEN
TRANSAMERICA FUND ADVISORS, INC.
AND
SALOMON BROTHERS ASSET MANAGEMENT, INC.
This Agreement dated and effective as of December 1, 2005 between TRANSAMERICA
FUND ADVISORS, INC., a Florida corporation (the "Adviser"), and SALOMON BROTHERS
ASSET MANAGEMENT INC, a Delaware corporation (the "Sub-Adviser").
WHEREAS, the Adviser has entered into an Advisory Agreement (the "Advisory
Agreement"), dated as of March 1, 2002, as amended, with Transamerica IDEX
Mutual Funds ("Transamerica IDEX"), a Delaware statutory trust registered as an
open-end management investment company under the Investment Company Act of 1940,
as amended ("1940 Act"), on behalf of TA IDEX Salomon Investors Value, formerly
IDEX Salomon Investors Value (the "Fund") of Transamerica IDEX pursuant to which
the Adviser provides investment advisory services to the Fund;
WHEREAS, the Adviser has the authority to delegate its investment advisory
responsibilities under the Advisory Agreement to one or more sub-advisers;
WHEREAS, the Adviser desires to retain the Sub-Adviser to provide
investment advisory services to the Fund;
NOW THEREFORE, in consideration of the mutual agreements herein made, the
Advisor and the Sub-Adviser agree as follows:
1. (a) The Adviser employs the Sub-Adviser, subject to the direction and control
of the Trustees of Transamerica IDEX, including without limitation any approval
of the Trustees of Transamerica IDEX required by the 1940 Act, to (a) make, in
consultation with the Adviser and the Transamerica IDEX Board of Trustees,
investment strategy decisions for the Fund, (b) manage the investing and
reinvesting of the Fund's assets and (c) place purchase sale orders on behalf of
the Fund. The Sub-adviser shall have the sole ultimate discretion over
investment decisions for the Fund.
(b) At the Adviser's request, the Sub-Adviser agrees:
(1) to cause its officers to attend meetings of Transamerica IDEX and furnish
oral or written reports, as the Adviser may reasonably require, in order to keep
the Adviser and its officers and the Trustees of Transamerica IDEX and
appropriate officers of Transamerica IDEX fully informed as to the condition of
the investments of the Fund and the investment considerations which have given
rise to those recommendations; and
(2) to furnish such statistical and analytical information and reports as may
reasonably be required by the Adviser from time to time.
2. (a) The Adviser shall provide (or cause the Fund's custodian to provide)
timely information to the Sub-Adviser regarding such matters as the composition
of assets in the Fund, cash requirements and cash available for investment in
the Fund, and all other information as may be reasonably necessary for the
Sub-Adviser to perform its responsibilities hereunder.
(b) The Adviser agrees to furnish the Sub-Adviser with minutes of meetings of
the Board of Trustees of Transamerica IDEX applicable to the Fund to the extent
they may affect the duties of the Sub-Adviser, and with copies of any financial
statements or reports made by the Fund to its shareholders, and any further
materials or information which the Sub-Adviser may reasonably request to enable
it to perform its functions under this Agreement.
3. (a) The Sub-Adviser shall, at its expense, provide office space, office
facilities and personnel reasonably necessary for performance of the services to
be provided by the Sub-Adviser pursuant to this Agreement.
(b) Except as provided in subparagraph 3(a) hereof, the Fund shall be
responsible for all of the Fund's expenses and liabilities, including
organizational and offering expenses (which include out-of-pocket expenses, but
not overhead or employee costs of the Sub-Adviser); expenses for legal,
accounting and auditing services; taxes and governmental fees; dues and expenses
incurred in connection with membership in investment company organizations;
costs of printing and distributing shareholder
reports, proxy materials, prospectuses, stock certificates and distribution of
dividends; charges of the Fund's custodians and sub-custodians, administrators
an sub-administrator, registrars, transfer agents, dividend disbursing agents
and dividend reinvestment plan agents; payment for portfolio pricing services to
a pricing agent, if any; registration and filing fees of the Securities and
Exchange Commission (the "SEC"); expenses of registering or qualifying
securities of the Fund for sale in the various states; freight and other charges
in connection with the shipment of the Fund's portfolio securities; fees and
expenses of non-interested trustees; travel expenses or an appropriate portion
thereof of trustees and officers of the Fund who are trustees, officers or
employees of the Sub-Adviser to the extent that such expenses relate to
attendance at meetings of the Board of Trustees or any committee thereof;
salaries of shareholder relations personnel; costs of shareholders meetings;
insurance; interest; brokerage costs; and litigation and other extraordinary or
non-recurring expenses.
4. The Sub-Adviser shall make investments for the Fund's account in accordance
with the investment objectives, policies and limitations set forth in
Transamerica IDEX's Agreement and Declaration of Trust as amended from time to
time (the "Declaration of Trust "), the Registration Statement, as in effect
from time (the "Registration Statement"), filed with the SEC by Transamerica
IDEX under the 1940 Act and the Securities Act of 1933, as amended, the
provisions of the Internal Revenue Code of 1986, as amended, and supplemented
from time, relating to regulated investment companies, and policy decisions
adopted by the Transamerica IDEX Board of Trustees from time to time. Copies of
any amendments to the documents referred to in the preceding sentence shall be
promptly finished to the Sub-Adviser. The Sub-Adviser shall advise the
Transamerica IDEX officers and Board of Trustees, at such time as the
Transamerica IDEX Board of Trustees may specify, of investments made for the
Fund's account and shall, when requested by the Transamerica IDEX officers or
Board of Trustees, supply the reasons for making such investments.
5. Subject to applicable laws, the Sub-Adviser may contract with or consult with
such banks, orther securities firms, brokers or other parties, without
additional expense to the Fund, as it may deem appropriate regarding investment
advice, research and statistical data, clerical assistance or otherwise.
6. Subject to applicable laws, the Sub-Adviser is authorized on behalf of the
Fund, from time to time when deemed to be in the best interests of the Fund and
to the extent permitted by applicable law, to purchase and/or sell securities in
which the Sub-Adviser or any of their affiliates underwrites, deals in and/or
makes a market and/or may perform or seek to perform investment banking services
for issuers of such securities. The Sub-Adviser is further authorized, to the
extent permitted by applicable law, to select brokers (including Xxxxxxx Xxxxx
Xxxxxx, Inc. or any other brokers affiliated with the Sub-Adviser) for the
execution of trades for the Fund.
7. Consistent with the Sub-Adviser's duty to see to obtain quality execution at
favorable security prices (best price and execution) the Sub-Adviser is
authorized, for the purchase and sale of the Fund's portfolio securities, to
employ such dealers and brokers as may, in the judgment of the Sub-Adviser,
implement the policy of the Fund to obtain the best results taking into account
such factors as price, including dealer spread, the size, type and difficulty of
the transaction involved, the firm's general execution and operational
facilities and the firm's risk in positioning the securities involved.
Consistent with this policy, the Sub-Adviser is authorized to direct the
execution of the Fund's portfolio transactions to dealers and brokers furnishing
statistical information or research, as such is defined in Section 28(e) of the
Securities Exchange Act of 1934, deemed by the Sub-Advisor to be useful or
valuable to the performance of its investment advisory functions for the Fund.
Information so received will be in addition to and not in lieu of the services
required to be performed by the Sub-Adviser. It is understood that the expenses
of the Sub-Adviser will not necessarily be reduced as a result of the receipt of
such information or research. The Sub-Adviser may use for the benefit of the
Sub-Adviser's other clients, or make available to companies affiliated with the
Sub-Adviser or to its directors for the benefit of its clients, any such
information or research services that the Sub-Adviser received from broker or
dealers.
8. To compensate the Sub-Advisor for its services provided, and the expenses
assumed under this Agreement, by (i) the payment of a monthly fee as set forth
on Schedule A attached to this Agreement, as it may be amended from time to time
in accordance with Section 11 below, less (ii) 50% of any amount reimbursed to
the Fund pursuant to the provisions of Section 4(c) of the Advisory Agreement.
If the fee payable to the Sub-Adviser pursuant to this paragraph 8 begins to
accrue before the end of any month or if this Agreement terminates before the
end of any month, the fee for the period from such 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 prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs. For purposes of
calculating each such monthly fee, the value of the Fund's net assets shall be
computed at the time and in the manner specified in the Registration Statement.
9. The Sub-Adviser represents and warrants that it is duly registered and
authorized as an investment adviser under the Investment Adviser Act of 1940, as
amended, and any applicable state laws, and the Sub-Adviser agrees to maintain
effective all requisite registrations, authorizations and licenses, as the case
may be, until termination of this Agreement.
10. The Sub-Adviser shall exercise its best judgment in rendering the services
in accordance with the terms of this Agreement. The Sub-Adviser shall not be
liable for any error of judgment or mistake of law or for any act of omission or
any loss suffered by the Fund in connection with the matters to which this
Agreement relates, provided that nothing herein shall be deemed to protect or
purport to protect the Sub-Adviser against any liability to the Fund or its
shareholders, or the Adviser, to which the Sub-Adviser would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement ("disabling conduct"). The adviser
will indemnify the Sub-Adviser against, and hold harmless from, any and all
losses, claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses), including any amounts paid in satisfaction of judgments, in
compromise or as fines or penalties, not resulting from disabling conduct by the
Adviser. The Sub-Adviser shall be entitled to advances from the Adviser for
payment of reasonable expenses incurred in connection with the matter as to
which it is seeking indemnification in the manner and to the fullest extent
permissible under law.
11. This Agreement may be amended with respect to the Fund only with the
approval by the affirmative vote of a majority of the outstanding voting
securities (as that phrase is defined in Section 2(a)(42) of the 1940 Act) of
the Fund and the approval by the vote of a majority of the Trustees of
Transamerica IDEX, including a majority of Trustees who are not parties hereto
or interested persons (as that term is defined in Section 2(a)(19) of the 1940
Act) of any such party, cast in person at a meeting called for the purpose of
voting on the approval of such amendment, unless otherwise permitted in
accordance with the 1940 Act.
12. This Agreement shall become effective as of the date set forth above, and
unless sooner terminated as provided herein, it shall continue for successive
annual periods ending on April 30th, provided that such continuance is
specifically approved at least annually (a) by the vote of Transamerica IDEX's
outstanding voting securities (as defined in the 1940 Act) 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
1940 Act) of any such party. This Agreement may be terminated at any time,
without the payment of any penalty, by (i) Transamerica IDEX, or by a vote of
the majority of Transamerica IDEX's entire Board of Trustees, or per the terms
of the 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
Adviser. This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
13. Nothing herein shall be deemed to limit or restrict the right of the
Sub-Adviser, or any affiliate of the Sub-Adviser, or any employee of the
Sub-Adviser, to engage in any other business or to devote time and attention to
the management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
firm, individual or association. Nothing herein shall be construed as
constituting the Sub-Adviser an agent of the Adviser or the Fund.
14. This Agreement shall be governed by the laws of the State of New York;
provided, however, that nothing herein shall be construed as being inconsistent
with the 1940 Act.
15. Any notice hereunder shall be in writing and shall be delivered in person or
by telex or facsimile (followed by delivery in person) to the parties at the
addresses set forth below.
If to Transamerica IDEX:
Transamerica IDEX Mutual Funds
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to the Adviser:
Transamerica Fund Advisors, Inc.
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to the Sub-Adviser:
Salomon Brothers Asset Management Inc
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel
Telephone: (000) 000-0000
Fax: (000) 000-0000
or to such other address as to which the recipient shall have informed the other
party in writing.
Unless specifically provided elsewhere, notice given as provided above
shall be deemed to have been given, if by personal delivery, on the day of such
delivery, and, if by facsimile and mail, on the date on which such facsimile is
sent or mail.
16. This Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.
The parties hereto have caused this instrument to be executed by their duly
authorized signatories as of the date and year first above written.
TRANSAMERICA FUND ADVISORS, INC.
By:
---------------------------------
Xxxxx X. Xxxxx
President and Chief Executive
Officer
SALOMON BROTHERS ASSET MANAGEMENT INC
By:
---------------------------------
Name:
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Title:
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SUB-ADVISORY AGREEMENT
SCHEDULE A
FUND ANNUAL PERCENTAGE OF MONTHLY AVERAGE DAILY NET ASSETS
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TA IDEX SALOMON INVESTORS VALUE 0.35 % of the Fund's average daily net assets, less
(ii) 50% of any amount reimbursed to the Fund by the
Investment Adviser pursuant to the expense limitation
