EXHIBIT (d)(fff)
SUB-ADVISORY AGREEMENT BETWEEN
TRANSAMERICA FUND ADVISORS, INC. AND
ALLIANCE CAPITAL MANAGEMENT L.P.
SUB-ADVISORY AGREEMENT, made as of the 7th day of November 2005 between
Transamerica Fund Advisors, Inc. (the "Investment Adviser"), a Limited
Partnership organized and existing under the laws of the State of Florida and
Alliance Capital Management L.P. (the "Sub-Adviser"), a Delaware limited
partnership.
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 AllianceBernstein International Value (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.
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 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. 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;
(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;
(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 of 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
(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 currently effective Registration Statement (as
defined below) and with the 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 securities or
other fund assets. 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.
D. Custody. The Sub-Adviser shall have no responsibility with respect to
maintaining custody of the Fund's assets. The Sub-Adviser shall affirm
security transactions with central depositories and 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 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. 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
2
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
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 in accordance
with its own proxy voting policies and procedures without 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.
The Sub-Adviser shall further respond to all corporate action matters
incident to such securities held in the Fund including, without limitation,
proofs of claim in bankruptcy and class action cases and shelf
registrations. The Sub-Adviser agrees to keep the Fund informed about any
such litigation and the actions that it intends to take. In the case of
class action suits involving issuers held by the Fund, the Sub-Adviser may
include information about the Fund for purposes of participating in any
settlements upon written agreement by the Fund.
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 "AllianceBernstein" (hereinafter referred to as the "Xxxx") in the
United States as part of the name of the Fund, provided such name is
approved by the 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 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.
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.
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.
3
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 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 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.
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 include the Xxxx
if the Sub-Adviser reasonably objects in writing within ten (10) 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 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, 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 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 and that the
total commissions paid by the Fund will be reasonable in relation to the
benefits provided to the Fund. 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, the Sub-Adviser, to the extent permitted by applicable
laws and regulations, may, but shall be under no obligation to, aggregate
the securities to
4
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.
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.
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.
To the extent consistent with the Sub-Adviser's duties and services under this
Agreement, 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.
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 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.
5
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
reasonable attorneys 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.
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 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
reasonably designed to prevent violations of the Advisers Act and the rules
thereunder, has provided Transamerica IDEX and the Investment Adviser with
a copy of such compliance policies and procedures (and will provide them
with any amendments thereto), and agrees to 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 will qualify as a
regulated investment company under Subchapter M of the Internal Revenue
Code, and will immediately 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.
6
G. The Sub-Adviser shall notify the Investment Adviser and the Fund
immediately of any material fact known to the Sub-Adviser relating to the
Sub-Adviser that is not contained in the Registration Statement, or any
amendment or supplement thereto, 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.
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 (for regulatory
purposes) 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 or
interpreted for regulatory purposes) or the termination of the Advisory
Agreement.
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:
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:
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
7
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. 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.
8
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:
------------------------------
ALLIANCE CAPITAL MANAGEMENT L.P.
BY: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, ITS GENERAL PARTNER
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
9
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION*
--------- -------------------------
TA IDEX AllianceBernstein 0.45% of assets up to $200 million of average daily
INTERNATIONAL VALUE net assets; 0.36% of next $300 million of average
daily net assets; and 0.32% of average daily net
assets in excess $500 million
* As a percentage of average daily net assets on an annual basis.
10
