EXHIBIT 23(D)
INVESTMENT MANAGEMENT AGREEMENT
This INVESTMENT MANAGEMENT AGREEMENT (the "Agreement") is made as of
the 17th day of May 2002, by and between TRANSAMERICA INDEX FUNDS, INC. (the
"Index Fund"), a Maryland corporation, and TRANSAMERICA INVESTMENT MANAGEMENT,
LLC, a limited liability company organized under the laws of the State of
Delaware (the "Adviser"), to provide certain management and advisory services to
certain series of shares of beneficial interest in the Index Fund as listed on
the attached Schedule A to this Agreement (each a "Fund," collectively the
"Funds").
RECITALS
WHEREAS, the Adviser is engaged in business as an investment adviser
and is so registered as an adviser under the Investment Advisers Act of
1940, as amended ("Advisers Act"); and
WHEREAS, the Index Fund desires to retain the Adviser to render
investment management services pursuant to the terms and provisions of
this Agreement, and the Adviser is interested in furnishing such
investment management services;
NOW THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto mutually agree as
follows:
1. Authority of the Adviser. The Adviser shall have full power to manage
and direct the investment of the assets of each Fund of the Index Fund
(the "Account"), subject to and in accordance with the investment
objectives and guidelines of each separate Fund of the Index Fund (the
"Investment Guidelines"). Subject to the foregoing, this discretionary
authority makes the Adviser agent and attorney-in-fact with full power
and authority on behalf of the Account (a) to buy, sell, exchange,
convert and otherwise trade in any and all stocks, bonds, and other
securities as the Adviser may select; (b) to exercise all rights and
powers with respect to any securities or other assets in the Account,
including the right and power to vote and exercise subscription rights
with respect to all securities and other assets in the Account as
determined in the discretion of the Adviser; and (c) to establish
accounts, and deal through and/or with, one or more securities
brokerage firms, dealers, banks, or clearing corporations as the
Adviser may select from time to time; provided, however, that except as
provided under the Adviser's Act, none of such firms, dealers, banks,
or clearing corporations shall be a person or entity that controls, or
is controlled by, or is under common control with, the Adviser. This
discretionary authority shall remain in full force and effect for the
duration of this Agreement or until the Adviser receives written notice
from the Index Fund of its termination in accordance with the terms of
this Agreement. The Index Fund understands that there can be no
assurance that the investment objectives set forth in the Investment
Guidelines will in fact be achieved.
2. Custody of Assets. The Index Fund will appoint a custodian (the
"Custodian") to take and have possession of the assets of the Account.
The Adviser shall not act as custodian for the Account or take or have
possession of any of the assets thereof, but may issue instructions to
the Custodian of such assets as required in connection with the
settlement of transactions effected by the Adviser hereunder. The
Adviser shall not be responsible for the acts or omissions of the
Custodian in the performance of the Custodian's obligations with
respect to the Account.
3. Brokerage. In placing orders with broker-dealers for the purchase or
sale of portfolio securities, the Adviser shall attempt to obtain
quality execution at favorable security prices; provided that, on
behalf of the Account, the Adviser may, in its discretion, agree to pay
a broker-dealer that furnishes brokerage or research services as such
services are defined under Section 28(e) of the Securities Exchange Act
of 1934, a higher commission than that which might have been charged by
another broker-dealer for effecting the same transactions, if the
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 Adviser with respect to the
accounts as to which it exercises investment discretion. The Index Fund
acknowledges that the Adviser and other clients advised by the Adviser
may benefit from any research and information received from
broker-dealers selected in connection with the Index Fund's Account.
Consistent with its best execution responsibilities stated above, in
certain instances the Adviser may also consider the ability of the
broker or dealer to provide client referrals as a factor in brokerage
selection.
Provided the Investment Guidelines of the Account are adhered to, the Index Fund
agrees that the Adviser may aggregate sales and purchase orders of securities
held in the Account with similar orders being made simultaneously for other
portfolios managed by the Adviser if, in the Adviser's reasonable judgment, such
aggregation shall result in an overall economic benefit to the Account, taking
into consideration the anticipated selling or purchase price, brokerage
commissions and other expenses, and trading requirements
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4. Reports. The Adviser shall furnish the Index Fund with reports on the
Account as the Adviser and the Index Fund may mutually agree from time
to time.
5. Fees and Expenses. All fees and expenses arising out of, or related to,
the purchase, sale, and ownership of the securities and other assets in
the Account, including those of the Custodian and all subcustodians,
transfer agents, brokers, banks, dealers and clearing corporations, and
all settlement charges and expenses, fees, duties, taxes of any nature
or kind, including withholding and similar taxes, and other assessments
imposed by any governmental authority or agency, stock exchange,
self-regulatory organization, or other entity, should in each case be
borne by or charged to the Account, and the Adviser shall have no
responsibility for the same.
6. Compensation of the Adviser. The compensation of the Adviser for its
services under the Agreement shall be computed as set forth in Schedule
A attached to this Agreement, as it may be amended from time to time,
and incorporated herein by reference.
7. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for an initial term ending May 17, 2003,
and shall continue in effect from year to year thereafter, provided
such continuance is specifically approved at least annually by the vote
of a majority of the Directors of the Index Fund who are not parties
hereto or interested persons (as that term is defined in Section
2(a)(19) of the 1940 Act, as amended) of any such party, cast in person
at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Directors of the Index Fund or
the affirmative vote of a majority of the outstanding voting securities
of each Fund (as that phrase is defined in Section 2(a)(42) of the 1940
Act.
8. Termination. This Agreement may be terminated at any time, without
penalty, by the Directors of the Index Fund, or with respect to a Fund,
by the shareholders of such Fund acting by vote of at least a majority
of its outstanding voting securities (as that phrase is defined in
Section 2(a)(42) of the 1940 Act), provided in either case that 60
days' written notice of termination be given to the Adviser at its
principal place of business. This Agreement may be terminated by the
Adviser at any time by giving 60 days' written notice of termination to
the Index Fund, addressed to its principal place of business.
9. Non-Exclusive Contract. The services of the Adviser are not to be
deemed exclusive. The Adviser is free to render service to others. The
Index Fund agrees that the Adviser may give advice and take action with
respect to any of its other clients which may differ from advice given
or the timing or nature of action taken with respect to the Account.
Nothing in this Agreement shall be deemed to impose upon the Adviser
any obligation to purchase or sell or to recommend for purchase or sale
by or for the Account any security or other property which the Adviser,
its officers, employees or affiliates may purchase or sell for their
own accounts or which the Adviser may purchase or sell for the account
of any other client. The Index Fund recognizes that transactions in a
specific security may not be accomplished for all or any other clients
at the same time or at the same price.
10. Adviser Representations.
(a) The Adviser represents and warrants that it is duly
registered as an investment adviser with the
Securities and Exchange Commission pursuant to the
Advisers Act.
(b) The Adviser represents and warrants that this
Agreement has been duly authorized in accordance with
the Adviser's governing documents and when executed
and delivered will be binding upon the Adviser in
accordance with its terms.
11. Fund Representation. The Index Fund represents and warrants that this
Agreement has been duly authorized in accordance with the Index Fund's
governing documents and when executed and delivered will be binding
upon the Index Fund.
12. Voting Rights. Decisions on voting of proxies will be made by the
Adviser unless the Index Fund otherwise specifically directs the
Adviser in writing. The Adviser is authorized by the Index Fund to vote
proxies solicited by or with respect to the issuers of securities in
the Account as of the record date for voting such proxies (the
"Proxies") in accordance with the Adviser's then current proxy voting
guidelines. The Index Fund shall take all actions necessary to cause
the Custodian to effect delivery of the proxy solicitations to the
Adviser in a timely manner, including, but not limited to, effecting
delivery of any proxy solicitation received by a third party who may
hold securities on behalf of the Account, and shall direct the
Custodian to verify, or to cause such third party to verify, at such
time, that the number of shares of an issuer's securities indicated in
a proxy solicitation equals the number of shares of such issuer's
securities held by or for the benefit
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of the Account as of the record date for voting the Proxies; provided,
however, that the Adviser is only required to vote Proxies when it
receives such proxy solicitations in a timely manner.
13. Notices. All notices and other communications hereunder shall be in
writing and shall be delivered by hand, courier, facsimile, or mailed
by registered or certified mail (return receipt requested) to the
parties at the following addresses or facsimile number and shall be
deemed given on the date on which such notice is received:
To Fund at: Transamerica Index Funds, Inc.
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▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
To Adviser at: Transamerica Investment Management, LLC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Compliance
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Either party may change its address or facsimile number for purposes of this
paragraph by giving the other party written notice of the new address or
facsimile number in the manner set forth above.
14. Waiver. Waiver by either party of any obligation of the other party
does not constitute a waiver of any further or other obligation of the
other party.
15. Limitation of Liability of the Adviser. The duties of the Adviser shall
be confined to those expressly set forth herein, and no implied duties
are assumed by or may be asserted against the Adviser hereunder. The
Adviser shall not be liable for any error of judgment or mistake of law
or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting
from willful misfeasance, bad faith or gross negligence in the
performance of its duties, except as may otherwise be provided under
provisions of applicable law, which cannot be waived.
16. Amendment. This agreement may be modified or amended only by an
instrument in writing signed by duly authorized representatives of both
the Adviser and the Index Fund.
17. Assignment. This Agreement may not be assigned (within the meaning of
the Advisers Act) by the Adviser without the prior consent of the Index
Fund.
18. Construction. The captions used in this Agreement are for convenience
only, and shall not affect the construction or interpretation of any of
its provisions. Each of the provisions of this Agreement is severable,
and the invalidity or inapplicability of one or more provisions, in
whole or in part, shall not affect any other provision. Except as
otherwise provided by other federal law, the validity, interpretation,
enforceability, and performance of this Agreement shall be governed by
and construed in accordance with the laws of the State of California.
19. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.
20. Disclosure Statement. The Index Fund acknowledges receipt of the
Adviser's Form ADV, Part II, as required by Rule 204-3 under the
Investment Advisers Act of 1940, not less than 48 hours prior to the
date of execution of this Agreement.
21. Entirety of Agreement. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and
supersedes and cancels any prior understanding and agreements between
the parties with respect thereto.
IN WITNESS WHEREOF, the parties have caused the signatures of their
duly authorized officers to be hereto affixed.
ATTEST: TRANSAMERICA INVESTMENT MANAGEMENT, LLC
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By: /s/ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇'
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Name: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇'
Title: Compliance/Counsel Title: President & Chief Investment Officer
ATTEST: TRANSAMERICA INDEX FUNDS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President and Secretary President
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INVESTMENT MANAGEMENT AGREEMENT
Schedule A
The Index Fund agrees to pay the Adviser, and the Adviser agrees to
accept as full compensation for all services rendered hereunder an annual fee
calculated using the fair market value of the Investment Account Assets as
follows:
Transamerica Large Cap Index Fund 0.299% of the Fund's average daily net assets
Transamerica Mid-Cap Index Fund 0.499% of the Fund's average daily net assets
The term Investment Account Assets for purposes of this Agreement shall
include all equity and fixed income securities and short-term investments,
including cash, managed by the Adviser pursuant to this Agreement.
The fee will be billed and paid quarterly in advance at the beginning
of each calendar quarter. The fee paid will be based upon fair market value of
the Investment Account Assets as of the last business day of the preceding
quarter calculated separately for the bond and equity portfolios. Additional
fees will be billed and paid in advance upon receipt of any deposits that exceed
10% of the fair market value of the Account on the last business day of the
previous quarter. The additional fee paid will be based upon the amount of the
deposit, prorated over the remainder of the quarter.
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