EXHIBIT (d)(jjj)
SUB-ADVISORY AGREEMENT BETWEEN
TRANSAMERICA FUND ADVISORS, INC. AND
FEDERATED EQUITY MANAGEMENT COMPANY OF PENNSYLVANIA
SUB-ADVISORY AGREEMENT, made as of the 7th day of November 2005 between
Transamerica Fund Advisors, Inc. (the "Investment Adviser"), a statutory trust
organized and existing under the laws of the State of Florida and Federated
Equity Management Company of Pennsylvania (the "Sub-Adviser"), a Delaware
Statutory Trust.
WHEREAS, the Investment Adviser has entered into an Investment Advisory
Agreement dated as of November 7, 2005 ("Advisory Agreement") with Transamerica
IDEX Mutual Funds ("Transamerica IDEX"), a Delaware statutory trust which is
registered as an open-end management investment company under the Investment
Company Act of 1940 ("1940 Act"), to provide or procure investment advisory
services with respect to TA IDEX Federated Market Opportunity (the "Fund"), a
separate series of Transamerica IDEX; and
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 ("Advisers Act"); and
WHEREAS, the Investment Adviser desires to retain the Sub-Adviser as
sub-adviser to assist the Investment Adviser in furnishing certain investment
advisory services with respect to the Fund, and the Sub-Adviser is willing to
furnish such services upon the terms and conditions and for the compensation set
forth below.
NOW, THEREFORE, in consideration of the premises and mutual promises herein
set forth, the parties hereto agree as follows:
1. APPOINTMENT.
The Investment Adviser hereby appoints the Sub-Adviser as its investment
sub-adviser with respect to the Fund 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. The
Sub-Adviser shall for all purposes herein be deemed to be independent contractor
and shall, except as otherwise provided herein, have no authority to act for or
represent the Investment Adviser, Transamerica IDEX, or the Fund in any way or
otherwise be deemed the agent of any of them.
A. Limited Power of Attorney. Subject to any other written instructions of
the Investment Adviser or the Fund, Sub-Adviser is hereby appointed the
Investment Adviser's and the Fund's agent and attorney-in-fact for the
limited purposes of executing account documentation, agreements, contracts
and other documents as the Sub-Adviser shall be requested by brokers,
dealers, counterparties and other persons relating to Sub-Adviser's
rendering its services under this Agreement and in connection with (a) its
transactions with the custodian (see Section 2.D below) or (b) its
management of the Fund's assets. The Investment Adviser, for itself and the
Fund, hereby ratify and confirm as good and effectual, at law or in equity,
all that Sub-Adviser and its officers and employees, may do in this
capacity. However, nothing herein shall be construed as imposing a duty on
Sub-Adviser to act or assume responsibility for any matters in its capacity
as a limited attorney-in-fact for the Investment Adviser and the Fund. The
Sub-Adviser, assumes no personal liability whatsoever for obligations of
the Investment Adviser or the Fund entered into by Sub-Adviser in capacity
as a limited attorney-in-fact for the Investment Adviser
and the Fund, in the absence of willful misfeasance, bad faith or gross
negligence on the part of Sub-Adviser. Any person, partnership, corporation
or other legal entity dealing with Sub-Adviser in its capacity as an agent
of the Investment Adviser and the Fund and that any such person,
partnership, corporation or other legal entity must look solely to the
Investment Adviser and the Fund for enforcement of any claim against the
Investment Adviser or the Fund, respectively.
2. DUTIES AND SERVICES 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 to, and shall
manage the day-to-day investment program of, the Fund, without prior
consultation, in accordance with the Fund'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 parties hereto agree that the Sub-Adviser
is not a pricing agent of the Fund, and that all prices will be finally
determined by the entity acting as pricing agent to the Fund. In
furtherance of this duty, the Sub-Adviser, on behalf of the Fund, is
authorized, in its discretion and without prior consultation with the Board
or the Investment Adviser, to (without limitation):
(1) provide investment research and analysis concerning the Fund's
investments and conduct a continuous investment program to the Fund,
including buying, selling, exchanging, converting, lending and other
trading in any stocks, bonds and other securities and assets;
(2) place orders and negotiate the commissions (if any) for all
purchases and sales of the investments made by the Fund with or
through such brokers, dealers, underwriters or issuers as the
Sub-Adviser may select;
(3) maintain the books and records required in connection with its
duties hereunder; and
(4) keep the Investment Adviser informed of developments materially
affecting the Fund and its investments.
B. Additional Duties of the Sub-Adviser. In addition to the above, the
Sub-Adviser shall:
(1) use the same skills and care in providing its services to the Fund
as it uses in providing investment services to other fiduciary
accounts as required under the 1940 Act and Advisers Act;
(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 or the Investment Adviser may reasonably
require, in order to keep Transamerica IDEX and its officers and Board
fully informed as to the condition of the investments of the Fund, the
investment recommendations of the Sub-Adviser, and the investment
considerations which provide the basis for those recommendations; and
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(3) furnish such information and reports as may reasonably be required
by Transamerica IDEX or the Investment Adviser from time to time.
C. Further Duties of the Sub-Adviser.
(1) 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 provided to the Sub-Adviser, and currently effective
Registration Statement (as defined below) and with the reasonable
written instructions and directions of Transamerica IDEX and the
Investment Adviser, and shall comply in all material respects with the
requirements of the 1940 Act, the Advisers Act, the rules thereunder,
and all other applicable laws and regulations.
(2) The Sub-Adviser acknowledges that the Fund may engage in certain
transactions in reliance on exemptions under Rule 10f-3, Rule 12d3-1,
Rule 17a-10 and Rule 17e-1 under the 1940 Act. Accordingly, the
Sub-Adviser hereby agrees that it will not consult with any other
sub-adviser of the Fund, or an affiliated person of such other
sub-adviser, concerning transactions for the Fund in Fund investments.
The Sub-Adviser shall be limited to providing investment advice with
respect to only the discrete portion of the Fund's portfolio as may be
determined from time-to-time by the Investment Adviser, and shall not
consult with any other sub-adviser as to any other portion of the
Fund's portfolio concerning transactions for the Fund in securities or
other assets. If the Sub-Adviser is at any time limited to providing
investment advice to only a discrete portion of the Fund's portfolio,
then, notwithstanding any other provision in this Agreement, (a) the
Sub-Adviser's duties, obligations and liability under this Agreement
shall be limited to that portion of the Fund's portfolio over which
the Sub-Adviser is responsible for providing investment advice, and
(b) upon request from the Sub-Adviser, the Investment Adviser shall
clearly delineate Sub-Adviser's duties and obligations hereunder and
provide such information as the Sub-Adviser believes necessary for
Sub-Adviser to fulfill its duties and obligations hereunder.
D. Custody. The Sub-Adviser shall have no responsibility with respect to
maintaining custody of the Fund's assets. The Sub-Adviser shall advise the
custodian of the Fund (the "Custodian"), or such depositories or agents as
may be designated by the Custodian and the Investment Adviser, promptly of
each purchase and sale of a security on behalf of the Fund, specifying the
name of the security, the description and amount or number of shares of the
security purchased, the purchase or sale price, the commission, the trade
date and settlement date and the identity of the effecting broker or
dealer. The Sub-Adviser shall from time to time provide the Custodian and
the Investment Adviser with evidence of authority of its personnel who are
authorized to give instructions to the Custodian. The Fund 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 Fund.
E. Proxy Voting and Other Actions as a Fiduciary. Unless the Investment
Adviser advises the Sub-Adviser in writing that the right to vote proxies
or corporate actions has been expressly reserved to the Investment Adviser
or Transamerica IDEX or otherwise delegated to another party, the
Sub-Adviser shall exercise voting rights incident to any securities held by
the Fund (whether proxies or corporate actions (but not class actions or
other litigation)) proxies will be voted in accordance with the
Sub-Adviser's own proxy voting policies and procedures without
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consultation with the Investment Adviser or the Fund. The Sub-Adviser
agrees to furnish a copy of its proxy voting policies and procedures, and
any amendments thereto, to the Investment Adviser.
F. Use of Name. The Sub-Adviser shall give the Fund, for the term of this
Agreement, a royalty free, nonexclusive, nontransferable right to use the
name "Federated" (hereinafter referred to as the "Xxxx") in the United
States as part of the name of the Fund, provided the use of such name is
approved by the Sub-Adviser in advance 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 Fund 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 Fund
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 Fund 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.
The Fund further agrees to comply with any reasonable requirements for the
use of the Xxxx provided from time to time by the Sub-Adviser to the Fund
in writing.
3. COMPENSATION.
For the services provided by the Sub-Adviser pursuant to this Agreement, the
Sub-Adviser shall receive monthly an investment sub-advisory fee at the annual
rate (as a percentage of average daily net assets) as specified in Schedule A of
this Agreement. If this Agreement is not in effect for an entire month, the
amount of sub-advisory fee payable hereunder shall be pro-rated accordingly.
4. EXPENSES.
During the term of this Agreement, the Sub-Adviser will bear all expenses
incurred by it in the performance of its duties and its provision of services
hereunder, other than the cost of investments (including brokerage fees)
purchased and sold for the Fund. Notwithstanding the foregoing, the Sub-Adviser
shall not bear expenses related to the operation of the Fund, including but not
limited to, taxes, interests, brokerage fees and commissions, proxy voting
expenses and extraordinary Fund expenses, or any expenses incurred by the
Investment Adviser in operating its business or performing under the Advisory
Agreement with the Fund or any expenses reserved to the Investment Adviser under
its Advisory Agreement with the Fund that are not specifically delegated to the
Sub-Adviser herein.
5. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have responsibility for all
services to be provided to the Fund pursuant to the Advisory Agreement and
shall oversee and review the Sub-Adviser's performance of its duties and
services under this Agreement.
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:
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(1) The Transamerica IDEX Declaration of Trust and By-Laws, as each is
in effect on the date hereof and as amended from time to time;
(2) Certified resolutions of the Board authorizing the appointment of
the Investment Adviser and the Sub-Adviser and approving the Advisory
Agreement and this Agreement;
(3) The Transamerica IDEX Registration Statement under the 1940 Act
and the Securities Act of 1933, on Form N-1A, as filed with the
Securities and Exchange Commission ("SEC") relating to the Fund and
its shares and all amendments thereto ("Registration Statement"); and
(4) 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 Fund 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 any other provision of this Agreement, the Sub-Adviser
shall not be responsible for performing in accordance with any of the
above-mentioned documents (or any amendments or supplements thereto), or
any other document to be provided to the Sub-Adviser hereunder, unless the
Sub-Adviser has received such documents (or amendments or supplements
thereto) or other documents to be provided to the Sub-Adviser hereunder.
C. 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 Fund or the public, which include the Xxxx or refer to the Fund, the
Sub-Adviser or investment companies or other advisory accounts advised or
sponsored by the Sub-Adviser in any way, prior to a use thereof which has
not been previously approved by the Sub-Adviser. The Investment Adviser
shall not use any such materials without the Sub-Adviser's prior written
approval, which approval shall not be unreasonably withheld; and the
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 the Sub-Adviser's receipt thereof.
6. BROKERAGE.
A. The Sub-Adviser agrees that, in placing orders with broker-dealers
(which may include broker-dealers that are affiliated persons of
Sub-Adviser) for the purchase or sale of Fund securities, it will attempt
to obtain the best execution of its orders. Consistent with these
obligations and the terms of Section 28(e) of the Securities Exchange Act
of 1934, the Sub-Adviser may, subject to any procedures that the Board may
adopt that are provided in writing to the Sub-Adviser, agree to pay a
broker-dealer that furnishes brokerage or research services a higher
commission than that which might have been charged by another broker-dealer
for
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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 Fund and its other clients. In no instance
will Fund securities be purchased from or sold to the Sub-Adviser, or any
affiliated person thereof, except to the extent permitted by exemptive
order of the SEC or in accordance with applicable laws and regulations.
B. On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Fund, as well as other clients
of the Sub-Adviser or its affiliated persons, the Sub-Adviser or its
affiliated persons, 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 Fund and to its other
clients. The Investment Adviser hereby acknowledges that such aggregation
of orders may not result in a more favorable price or lower brokerage
commission in all instances.
7. OWNERSHIP OF RECORDS.
The Sub-Adviser shall maintain all books and records required to be maintained
by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations
promulgated thereunder with respect to transactions on behalf of the Fund. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, the
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 Fund that are
required to be maintained by Rule 31a-1 under the 1940 Act, and (ii) to provide
the Fund with access to or copies of any records that it maintains for the Fund
upon reasonable request by the Fund. The Sub-Adviser may retain copies of such
records.
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, 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.
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 Fund.
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10. THE 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 the 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 Fund.
11. LIABILITY AND INDEMNIFICATION OF THE SUB-ADVISER.
The 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 the
Sub-Adviser nor any affiliated person of the Sub-Adviser, its officers,
directors, employees or agents shall be subject to any liability to the
Investment Adviser, the Fund or any shareholder of the Fund 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 obligations and duties or by reason of its
reckless disregard of its obligations and duties under this Agreement.
Subject to the foregoing, the Sub-Adviser shall indemnify and hold harmless the
Investment Adviser, the Fund and their respective directors, trustees, officers,
employees or agents from any and all claims, losses, expenses, obligation and
liabilities (including, without limitation, reasonable attorney's fees) arising
or resulting from the Sub-Adviser's willful misfeasance, bad faith or gross
negligence in its performance of its obligations and duties or by reason of its
reckless disregard of its obligations and duties under this Agreement.
The Investment Adviser shall indemnify and hold harmless the Sub-Adviser, and
its trustees/directors, officers, employees or agents, from any and all claims,
losses, expenses, obligations and liabilities (including, without limitation,
reasonable attorney's fees) arising or resulting from (1) the Investment
Adviser's violation of applicable law, willful misfeasance, bad faith or gross
negligence in Investment Adviser's performance of its obligations or by reason
of Investment Adviser's reckless disregard of its respective obligations and
duties under this Agreement, or (2) any other violation of applicable law,
willful misfeasance, bad faith, gross negligence or reckless disregard for
obligations relating to the Fund (except to the extent arising out of any action
or inaction by Sub-Adviser).
12. REPRESENTATIONS OF THE 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
7
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 204A-1 under the Advisers
Act and will provide the Investment Adviser and Transamerica IDEX with a
copy of such code of ethics and any amendments thereto, together with
evidence of adoption for review and approval by the Board. The Sub-Adviser
understands that the Board is required to approve the Sub-Adviser's code of
ethics and acknowledges that the Agreement is conditioned upon such Board
approval.
C. The Sub-Adviser has adopted proxy voting policies and procedures
reasonably designed to ensure that the proxies are voted in the best
interests of the Fund and its shareholders and complying with Rule 206(4)-6
under the Advisers Act and will provide the Investment Adviser and
Transamerica IDEX with a copy of such policies and procedures and any
amendments thereto, together with evidence of adoption for review and
approval by the Board. The Sub-Adviser understands that the Board is
required to approve the Sub-Adviser's proxy voting policies and procedures
and acknowledges that the Agreement is conditioned upon such Board
approval.
D. 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.
E. The Sub-Adviser has adopted compliance policies and procedures complying
with the requirements of Rule 206(4)-7 under the Advisers Act, has provided
Transamerica IDEX and the Investment Adviser with a copy of such compliance
policies and procedures or a summary thereof (and will provide them with
any amendments thereto or an updated summary), and agrees to reasonably
assist the Fund in complying with the Fund's compliance program adopted
pursuant to Rule 38a-1 under the 1940 Act, to the extent applicable. The
Sub-Adviser understands that the Board is required to approve the
Sub-Adviser's compliance policies and procedures and acknowledges that the
Agreement is conditioned upon such Board approval.
F. The Sub-Adviser will manage the Fund so that the Fund (or a portion over
which the Sub-Adviser is responsible for the management thereof) will
qualify as a regulated investment company under Subchapter M of the
Internal Revenue Code, and will promptly notify the Investment Adviser and
the Fund upon having a reasonable basis for believing that the Fund has
ceased to so qualify or may not so qualify in the future.
G. The Sub-Adviser shall notify the Investment Adviser and the Fund
promptly of any material fact known to the Sub-Adviser relating to the
Sub-Adviser that is required to be disclosed in, but not contained in the
Registration Statement, or any amendment or supplement thereto (subject to
applicable legal requirements), or of any statement contained therein that
becomes untrue in any material respect.
H. The Sub-Adviser shall not divert the Fund's portfolio securities
transactions to a broker or dealer in consideration of such broker or
dealer's promotion or sales of shares of the Fund, any other series of
Transamerica IDEX, or any other registered investment company.
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13. TERM OF AGREEMENT.
This Agreement shall become effective as of the date set forth above. Unless
sooner terminated as provided herein, it shall continue in effect for two years
from its effective date. Thereafter, if not terminated, it shall continue for
successive 12-month periods, provided that such continuance is specifically
approved at least annually (a) by the vote of a majority of the Fund's
outstanding voting securities (as defined in the 0000 Xxx) or by the Board and
(b) by the vote, cast in person at a meeting called for the purpose, of a
majority of the Trustees who are not interested persons (as defined in, or
interpreted for regulatory purposes under, the 0000 Xxx) of Transamerica IDEX or
the Investment Adviser. This Agreement may be terminated at any time, without
payment of any penalty, on 60 days' written notice to the Investment Adviser or
the Sub-Adviser, as appropriate, by (i) the Board, (ii) a vote of a majority of
the outstanding voting securities of the Fund, (iii) the Investment Adviser, or
(iv) the Sub-Adviser. This Agreement shall terminate automatically in the event
of its assignment (as defined in or interpreted for regulatory purposes under,
the 0000 Xxx) or the termination of the Advisory Agreement.
14. NOTICES.
Any notice shall be sufficiently given when sent by certified U.S. mail,
national express delivery 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:
Transamerica Fund Advisors, 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:
Federated Equity Management Company of Pennsylvania
Attention: Xxxxxxx Xxxxxx
0000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, XX 00000
Telephone: 000-000-0000
Fax: 000-000-0000
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15. 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 the Board and,
solely to the extent required by the 1940 Act, regulations thereunder and/or
interpretations thereof, the shareholders of the Fund.
16. MISCELLANEOUS.
A. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Delaware without giving effect to the conflicts of
laws principles thereof, and the 1940 Act. To the extent that the
applicable laws of the State of Delaware 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 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. 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, and to this extent, the provisions of
this Agreement shall be deemed to be severable.
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 authoritative interpretations thereof.
F. Confidentiality. The Sub-Adviser will maintain the strictest confidence
regarding the business affairs of Transamerica IDEX and the Fund, except to
the extent that disclosure of such information is required by applicable
law. The Investment Adviser, for itself and on behalf of the Fund, agrees
that information regarding the Sub-Adviser, its affiliates and their
businesses, will be maintained in strictest confidence and that written
reports furnished by the Sub-Adviser to Transamerica IDEX and the
Investment Adviser will be treated as confidential, and for the exclusive
use and benefit of Transamerica IDEX and the Investment Adviser, except as
disclosure may be required by applicable law.
G. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original of the same agreement.
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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.
TRANSAMERICA FUND ADVISORS, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
FEDERATED EQUITY MANAGEMENT COMPANY
OF PENNSYLVANIA
By:
---------------------------------
Name:
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Title:
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SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION*
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TA IDEX FEDERATED MARKET 0.50% of assets up to $30 million of average daily
OPPORTUNITY net assets; 0.35% of next $20 million of average
daily net assets; and 0.25% of average daily net
assets in excess $50 million
* As a percentage of average daily net assets on an annual basis.
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