Exhibit 23(d)(2)(ccc)
Amendment to Investment Sub-Advisory Agreement - TA IDEX AllianceBernstein
International Value
[Letterhead]
January 20, 2006
CONFIDENTIAL
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
Re: Sub-Advisory Compensation Letter Agreement
Dear Xx. Xxxxxxxx:
Transamerica Fund Advisors, Inc. ("TFAI") and Alliance Capital Management
L.P. ("Alliance") have entered into a Sub-Advisory Agreement effective November
7, 2005 (the "Agreement") with regard to providing investment sub-advisory
services to TA IDEX AllianceBernstein International Value, which agreement
provides for the payment of sub-advisory compensation to Alliance at reduced
rates from the rates generally paid to Alliance for it sub-advisory services.
These reduced rates were agreed upon based on the overall level of assets
sub-advised by Alliance with TFAI and its affiliates. In order to clarify the
expectations of parties concerning such level of assets managed by Alliance, the
parties desire to enter into this letter agreement to ensure that Alliance shall
manage at least a certain level of assets with TFAI and its affiliates during
the term of the Agreement. Effective as of January 11, 2006, TFAI and Alliance
agree as follows:
1. The fee schedule set forth in the Sub-Advisory Agreement effective November
7, 2005 concerning TA IDEX AllianceBernstein International Value (the
"Agreement") shall be applicable for so long as (i) TFAI and/or affiliates of
TFAI maintain at least one other account with Alliance for which Alliance is
retained as a sub-adviser in addition to the account established under the
Agreement (such other account(s) being hereinafter referred to as the "Related
Sub-Advisory Account(s)") and (ii) the market value of at least one of the
Related Sub-Advisory Accounts is not less than $25 Million. In the event that
such conditions are not satisfied at the end of any month, the fee due to
Alliance under the Agreement for such month, as calculated in accordance with
the fee schedule, shall be increased by 10%.
2. This letter agreement will remain in effect during the term of the Agreement.
Very truly yours,
Transamerica Fund Advisors, Inc.
By:
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Name: T. Xxxxxxx Xxxxxxx, XX
Title: Vice President
Acknowledged and Agreed:
Alliance Capital Management L.P.
By:
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Name:
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Title:
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