Exhibit 23(d)(2)(bbb)
Revised Investment Sub-Advisory Agreement - TA IDEX Protected Principal Stock
SUB-ADVISORY AGREEMENT
BETWEEN
TRANSAMERICA FUND ADVISORS, INC.
AND
GATEWAY INVESTMENT ADVISERS, L.P.
SUB-ADVISORY AGREEMENT, made as of the 1st day of January, 2006, between
Transamerica Fund Advisors, Inc. ("Investment Adviser"), a corporation organized
and existing under the laws of the State of Florida, and Gateway Investment
Advisers, L.P. ("Sub-Adviser"), a Limited Partnership organized and existing
under the laws of the State of Delaware.
WHEREAS, the Investment Adviser acts as an investment adviser to
Transamerica IDEX Mutual Funds ("Transamerica IDEX"), a Delaware statutory trust
which is engaged in business as an open-end management investment company
registered under the Investment Company Act of 1940, as amended ("1940 Act"),
pursuant to an Investment Advisory Agreement dated March 1, 2002 (the "Advisory
Agreement");
WHEREAS, Transamerica IDEX is authorized to issue shares of TA IDEX
Protected Principal Stock (the "Fund"), a separate series of Transamerica IDEX;
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, as amended ("Advisers Act");
and
WHEREAS, the Sub-Adviser is currently providing investment advisory
services to the Fund pursuant to a Sub-Advisory Agreement dated March 1, 2002;
and
WHEREAS, the current Sub-Advisory Agreement will automatically terminate
upon a change in control of the Sub-Adviser effective January 1, 2006; and
WHEREAS, the Investment Adviser and the Sub-Adviser desire to enter into a
new Sub-Advisory Agreement to permit the Sub-Adviser to continue to serve the
Fund in its sub-advisory capacity.
NOW, THEREFORE, in consideration of the premises and mutual promises herein
set forth, the parties hereto agree as follows:
1. APPOINTMENT.
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.
2. DUTIES 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 and shall supervise and
direct the investments 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. The Sub-Adviser shall obtain and evaluate such information
relating to the economy, industries, businesses, securities markets, and
securities as it may deem necessary or useful in the discharge of its
obligations hereunder and shall formulate and implement a continuing program for
the management of the assets and resources of the Fund in a manner consistent
with the Fund's investment objective, policies, and restrictions. In furtherance
of this duty, the Sub-Adviser, on behalf of the Fund, is authorized, in its
discretion and without prior consultation with the Fund or the Investment
Adviser, to:
(1) buy, sell, exchange, convert, lend, and otherwise trade in any stocks,
options, bonds and other securities or assets; and
(2) place orders and negotiate the commissions (if any) for the execution of
transactions in securities or other assets with or through such brokers,
dealers, underwriters or issuers as the Sub-Adviser may select.
B. Additional Duties of Sub-Adviser. In addition to the above, Sub-Adviser
shall:
(1) furnish continuous investment information, advice and recommendations to
Transamerica IDEX as to the acquisition, holding or disposition of any or all of
the securities or other assets which the Fund may own or contemplate acquiring
from time to time;
(2) cause its officers to attend meetings of Transamerica IDEX and furnish oral
or written reports, as Transamerica IDEX may reasonably require, in order to
keep Transamerica IDEX and its officers and Board fully informed as to the
condition of the investment securities of the Fund, the investment
recommendations of the Sub-Adviser, and the investment considerations which have
given rise to those recommendations; and
(3) furnish such statistical and analytical information and reports as may
reasonably be required by Transamerica IDEX from time to time.
C. Further Duties of Sub-Adviser. 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 the Board and the Investment
Adviser, and shall comply with the requirements of the 1940 Act, the Advisers
Act, the rules thereunder, and all other applicable federal and state laws and
regulations.
3. COMPENSATION.
For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Agreement, the Sub-Adviser shall receive monthly: (i) an
investment management fee as specified in Schedule A of this Agreement, (ii)
less 50% of any amount reimbursed to the Fund by the Investment Adviser pursuant
to Section 4(c) of the Investment Advisory Agreement. Should the amount of any
such reimbursement be greater than the Sub-Adviser's compensation expressed in
this section, such amount shall be paid by the Investment Adviser and will be
deducted against any subsequent Sub-Adviser compensation, provided at no point
shall the Sub-Adviser be responsible for any such reimbursement that exceeds its
total compensation hereunder. If this Agreement becomes effective or terminates
before the end of any month, the investment management fee for the period from
the effective 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 pro-rated according to
the pro-ration which such period bears to the full month in which such
effectiveness or termination occurs.
4. 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 under this
Agreement. Notwithstanding the Advisory Agreement, the Sub-Adviser has the
authority to buy, sell, exchange, convert, lend, and otherwise trade in any
stocks, bonds and other securities or assets on behalf of the Fund.
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, as in effect on the date
hereof and as amended from time to time ("Trust");
(2) The By-Laws of Transamerica IDEX as in effect on the date hereof and as
amended from time to time ("By-Laws");
(3) Certified resolutions of the Board of Transamerica IDEX authorizing the
appointment of the Investment Adviser and the Sub-Adviser and approving the form
of the Advisory Agreement and this Agreement;
(4) The Transamerica IDEX Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended, 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");
(5) The Transamerica IDEX Prospectus (as defined above);
(6) 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;
(7) The Investment Advisory Agreement.
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 literature, or other material
prepared for distribution to shareholders of the Fund or the public, which refer
to the Fund, the Sub-Adviser or investment companies or other advisory accounts
advised or sponsored by the Sub-Adviser or investment companies or other
advisory accounts advised or sponsored by the Sub-Adviser in any way, at least
15 days prior to the use thereof, and the Investment Adviser shall not use any
such materials if the Sub-Adviser reasonably objects in writing fifteen business
days (or such other time as may be mutually agreed) after receipt thereof. This
Paragraph C shall survive the termination of this Agreement.
5. BROKERAGE.
A. The Sub-Adviser agrees that, in placing orders with broker-dealers
for the purchase or sale of portfolio securities, it shall attempt to obtain
quality execution at favorable security prices (best price and execution);
provided that, on behalf of the Fund, the Sub-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, as amended ("1934 Act"), 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 accounts as to which it
exercises investment discretion (as such term is defined under Section 3(a)(35)
of the 1934 Act). Pursuant to such factors the Sub-Adviser may utilize one or
more of its affiliates as broker for transactions for the Fund. In no instance
will portfolio securities be purchased from or sold to the Sub-Adviser, or any
affiliated person thereof, except in accordance with the federal securities laws
and the rule and regulations thereunder.
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 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.
C. In addition to the foregoing, the Sub-Adviser agrees that orders
with broker-dealers for the purchase or sale of portfolio securities by the Fund
shall be placed in accordance with the standards set forth in the Advisory
Agreement.
6. 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
Transamerica IDEX. In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Sub-Adviser hereby agrees: (i) that all records that it maintains
for the Fund are the property of Transamerica IDEX, (ii) to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act any records that it
maintains for the Fund and that are required to be maintained by Rule 31a-1
under the 1940 Act and (iii) agrees to surrender promptly to Transamerica IDEX
any records that it maintains for the Fund upon request by Transamerica IDEX;
provided, however, the Sub-Adviser may retain copies of such records.
7. 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.
8. PROXIES.
The Sub-Adviser shall vote all proxies solicited by or with respect to the
issuers of securities in which assets of the Fund may be invested from time to
time in accordance with its policies on proxy voting, and Investment Adviser
shall arrange for the custodian of the Fund to forward copies of all proxies and
shareholder communications relating the Fund asset to Sub-Adviser or
Sub-Adviser's designated proxy agent.
9. SERVICES TO OTHER CLIENTS.
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, who may also be a
director, officer, or employee of Transamerica IDEX, 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. SUB-ADVISER'S USE OF THE SERVICES OF OTHERS.
The Sub-Adviser may (at its cost except as contemplated by Section 5 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 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. INDEMNIFICATION.
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 amount paid in satisfaction of judgments, in compromise
or as fines or penalties, not resulting from disabling conduct by the
Sub-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.
12. REPRESENTATIONS OF 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, if it has not already
done so, will provide the Investment Adviser and Transamerica IDEX with a copy
of such code of ethics, together with evidence of its adoption.
C. 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 amendment to its Form ADV with the SEC,
furnish a copy of such amendment to the Investment Adviser.
13. REPRESENTATIONS OF INVESTMENT ADVISER.
The Investment 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 investment advisory services to the Fund; (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, or the applicable licensing
requirements for the use of any trademarks necessary to be met in order to
perform investment advisory services for the Fund; and (v) will immediately
notify the Sub-Adviser of the occurrence of any event that would disqualify the
Investment Adviser from serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act or otherwise.
14. GATEWAY NAME.
It is understood and hereby agreed that the word "Gateway" is the property of
the Sub-Adviser for copyright and other purposes. The Investment Adviser further
agrees that the word "Gateway" may freely be used by the Sub-Adviser for other
investment companies, entities or products. The Investment Adviser further
agrees that, in the event of termination of this Agreement, both the Investment
Adviser and the Fund shall promptly take all necessary and appropriate action to
cease all use of the word "Gateway"; provided, however, that the Investment
Adviser and the Fund may continue to use the word "Gateway" if the Sub-Adviser
consents in writing to such use.
15. 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 1940 Act) 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.
16. 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
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Investment Adviser:
Transamerica Fund Advisors, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Sub-Adviser:
Gateway Investment Advisers, L.P.
Rookwood Tower
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
17. TERMINATION OF AGREEMENT.
Notwithstanding the foregoing, this Agreement may be terminated at any
time, without the payment of any penalty, by vote of the Board or by a vote of a
majority of the outstanding voting securities of the Fund, or per the terms of
the exemptive
order - Release No. 23379 - under Section 6(c) of the Act from Section 15(a) and
Rule 18f-2 under the Act, on at least 60 days' prior written notice to the
Sub-Adviser. This Agreement may also be terminated by the Investment Adviser:
(i) on at least 60 days' prior written notice to the Sub-Adviser, without the
payment of any penalty; or (ii) if the Sub-Adviser becomes unable to discharge
its duties and obligations under this Agreement. The Sub-Adviser may terminate
this Agreement at any time, or preclude its renewal without the payment of any
penalty, on at least 60 days' prior notice to the Investment Adviser. This
Agreement shall terminate automatically in the event of its assignment or upon
termination of the Advisory Agreement.
18. 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
vote of a majority of the Fund's outstanding voting securities, unless otherwise
permitted in accordance with the 1940 Act.
19. 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. Interpretation. Nothing herein contained shall be deemed to require
Transamerica IDEX to take any action contrary to its Trust or By-Laws, or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Board of its responsibility for
and control of the conduct of the affairs of Transamerica IDEX.
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 interpretations thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such court,
by rules, regulations, or orders of the SEC validly issued pursuant to the 1940
Act. As used in this Agreement, the terms "majority of the outstanding voting
securities," "affiliated person," "interested person," "assignment," "broker,"
"investment adviser," "net assets," "sale," "sell," and "security" shall have
the same meaning as such terms have in the 1940 Act, subject to such exemption
as may be granted by the SEC by any rule, regulation, or order. Where the effect
of a requirement of the federal securities laws reflected in any provision of
this Agreement is made less restrictive by a rule, regulation, or order of the
SEC, whether of special or general application, such provision shall be deemed
to incorporate the effect of such rule, regulation, or order, unless the
Investment Adviser and the Sub-Adviser agree to the contrary.
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.
ATTEST: TRANSAMERICA FUND ADVISORS, INC.
By:
------------------------------------- ------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
ATTEST: GATEWAY INVESTMENT ADVISERS, L.P.
By:
------------------------------------- ------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
FUND SUB-ADVISER COMPENSATION
---- ------------------------
TA IDEX PROTECTED 0.40% of the first $100 million of the Fund's average daily
PRINCIPAL STOCK net assets; and 0.375% of the Fund's average daily net
assets in excess of $100 million, less 50% of any amount
reimbursed to the fund pursuant to the expense limitation.
