23(d)(9)
Amendments to Sub-Advisory Agreement on behalf of Xxxx Xxxxx Partners All Cap
AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN
TRANSAMERICA FUND ADVISORS, INC. AND
CLEARBRIDGE ADVISORS, LLC
THIS AMENDMENT is made as of January 1, 2007 to the Sub-Advisory Agreement dated
December 1, 2005, as amended, (the "Agreement"), between Transamerica Fund
Advisors, Inc. ("TFAI"), and ClearBridge Advisors, LLC, formerly, Salomon
Brothers Asset Management, Inc., (the "Sub-Adviser") on behalf of
AEGON/Transamerica Series Trust (the "Trust") and Xxxx Xxxxx Partners All Cap
(the "Fund"). In consideration of the mutual covenants contained herein, the
parties agree as follows:
3. COMPENSATION. Effective January 1, 2007, the sub-advisory fee rate for Xxxx
Xxxxx Partners All Cap is as follows:
0.30% of the first $20 million of average daily net assets; 0.50% of
average daily net assets over $20 million up to $100 million; 0.40% of
average daily net assets over $100 million up to $500 million; and
0.35% of average daily net assets in excess of $500 million.
In all other respects, the Sub-Advisory Agreement dated December 1, 2005, as
amended, is confirmed and remains in full force and effect.
The parties hereto have caused this amendment to be executed as of January 1,
2007.
TRANSAMERICA FUND ADVISORS, INC
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
CLEARBRIDGE ADVISORS, LLC
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Chief Administrative Officer
NOTICE OF AND CONSENT TO
TRANSFER OF SUB-ADVISORY AGREEMENT
Reference is made to the Sub-Advisory Agreement between Salomon Brothers
Asset Management Inc ("SaBAM") and Transamerica Fund Advisors, Inc.
("Transamerica") on behalf of Salomon All Cap, a separate series of
AEGON/Transamerica Series Trust (the "Trust") dated the 1st day of December,
2005 (the "Agreement").
RECITALS
SaBAM is currently a wholly owned subsidiary of Xxxx Xxxxx, Inc. ("Xxxx
Xxxxx"). Due to an internal reorganization ("Reorganization") by Xxxx Xxxxx,
SaBAM's investment operations are being consolidated with other investment
operations into ClearBridge Advisors, LLC ("ClearBridge"), a recently-organized
subsidiary of Xxxx Xxxxx.
As a result of the Reorganization, ClearBridge will continue the business
previously conducted by SaBAM and will serve as the sub-adviser to the Trust
(the "Transfer").
The above referenced Transfer will not result in a change of actual control
or management, which would result in an automatic termination of the Agreement
due to "assignment" pursuant to Section 2(a)(4) of the 1940 Act, and Rule 2a-6
thereunder. Xxxx Xxxxx has obtained an opinion from its legal counsel, Xxxxxxx
Xxxx & Xxxxxxxxx, LLP, ("Xxxxxxx Xxxx") confirming its conclusion that the
transactions will not result in an actual change in control or management, a
copy of which opinion is attached hereto.
NOW, THEREFORE, in consideration of the premises:
1. Subject to the approval of the Board of Trustees of the Trust for
ClearBridge to serve as a subadviser of the Trust, effective October 27,
2006:
a. SaBAM assigns all duties and obligations, and associated liabilities
arising out of the Agreements to ClearBridge; and
b. ClearBridge hereby agrees to assume all duties and obligations, and
associated liabilities arising out of the Agreement and to become a
party to said Agreement upon the terms and conditions set forth
therein, standing in the stead of SaBAM.
2. The Investment Adviser and the Trust consent to the assignment of the
Agreement.
3. Any reference to Salomon All Cap is now revised to mean Xxxx Xxxxx Partners
All Cap.
4. All terms and conditions of the Agreement are hereby confirmed by all
parties.
5. All terms and conditions set forth in the Agreement are hereby confirmed
and remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Notice of and Consent to
Assignment of Sub-Advisory Agreement to be executed by their respective
officers.
ACCEPTED AND AGREED:
SALOMON BROTHERS ASSET MANAGEMENT INC
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: Managing Director
ACCEPTED AND AGREED:
CLEARBRIDGE ADVISORS, LLC)
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Chief Administrative Officer
ACCEPTED AND AGREED:
TRANSAMERICA FUND ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: President & CEO
