Exhibit 23(d)(2)(ff)
Revised Investment Sub-Advisory Agreement (including amendment) - TA IDEX
Salomon All Cap
SUB-ADVISORY AGREEMENT
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 March 1, 1999, as amended, with Transamerica IDEX Mutual
Funds, formerly 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 (the "1940 Act"), on behalf of TA
IDEX Salomon All Cap, formerly IDEX Salomon All Cap (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
Adviser 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 and 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:
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
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 perofrm 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 and sub-administrators,
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 offcers 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 to 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 to 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 furnished 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, other 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 Salomon Brothers 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 seek 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-Adviser 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 brokers
or dealers.
8. To compensate the Sub-Adviser 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. 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 registations, 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 or
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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇
▇▇▇) 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 terminated as provided herein, it shall continue for successive
annual periods ending April 30, provided that such continuance is specifically
approved at least annually (a) by the vote of a majority of Transamerica IDEX's
outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) 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
▇▇▇▇ ▇▇▇) 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 on 60 days' written
notice to the Sub-Adviser or (ii) by the Sub-Adviser on 60 days' written notice
to the Adviser or (iii) by the Adviser on 60 days' written notice to the
Sub-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 the Sub-Adviser:
Salomon Brothers Asset Management Inc
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: General Counsel
If to the Adviser:
Transamerica Fund Advisors, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
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.
15. 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.
IN WITNESS WHEREOF, the parties hereto caused their duly authorized signatories
to execute this Agreement as of the day and year first written above.
Transamerica Fund Advisors, Inc.
By Date
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive
Officer
Salomon Brothers Asset Management Inc
By Date
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Name:
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Title:
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SCHEDULE A
FUND ANNUAL PERCENTAGE OF MONTHLY AVERAGE DAILY NET ASSETS
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TA IDEX SALOMON ALL CAP 0.30% of the first $20 million of the Fund's average
daily net assets;
0.50% of the next $20 - $100 million of average daily
net assets; and
0.40% of average daily net assets over $100 million
AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN
TRANSAMERICA FUND ADVISORS, INC. AND
SALOMON BROTHERS ASSET MANAGEMENT, INC.
THIS AMENDMENT is made as of December 1, 2005 to the Sub-Advisory Agreement
dated December 1, 2005 between Transamerica Fund Advisors, Inc. and Salomon
Brothers Asset Management, Inc.
In consideration of the mutual covenants contained herein, the parties agree as
follows:
SCHEDULE A. Effective December 1, 2005, Schedule A to the Sub-Advisory Agreement
dated December 1, 2005 is replaced as follows:
FUND ANNUAL PERCENTAGE OF MONTHLY AVERAGE DAILY NET ASSETS
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0.30% of the first $20 million of the Fund's average
daily net assets; 0.50% of the next $20-$100 million
TA IDEX Salomon All Cap of average daily net assets; and 0.40% of the Fund's
average daily net assets over $100 million*
* The fees payable for this fund will be based upon the average daily net
assets, on a combined basis, for both TA IDEX Salomon All Cap and
AEGON/Transamerica Series Trust Salomon All Cap.
In all other respects, the Sub-Advisory Agreement dated December 1, 2005 is
confirmed and remains in full force and effect.
TRANSAMERICA FUND ADVISORS, INC.
By:
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Name: T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
Title: Vice President
SALOMON BROTHERS ASSET MANAGEMENT, INC.
By:
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Name:
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Title:
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