SUB-ADVISORY AGREEMENT BETWEEN TRANSAMERICA ASSET MANAGEMENT, INC. AND AEGON USA INVESTMENT MANAGEMENT, LLC
23 (d)(35)
Sub-Advisory Agreement – Transamerica Efficient Markets VP
Sub-Advisory Agreement – Transamerica Efficient Markets VP
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SUB-ADVISORY AGREEMENT BETWEEN
TRANSAMERICA ASSET MANAGEMENT, INC. AND
AEGON USA INVESTMENT MANAGEMENT, LLC
TRANSAMERICA ASSET MANAGEMENT, INC. AND
AEGON USA INVESTMENT MANAGEMENT, LLC
SUB-ADVISORY AGREEMENT, made as of the 10th day of November, 2008 between Transamerica Asset
Management, Inc. (the “Investment Adviser”), a corporation organized and existing under the laws of
the State of Florida and AEGON USA Investment Management, LLC (the “Sub-Adviser”), an Iowa limited
liability company.
WHEREAS, the Investment Adviser has entered into an Investment Advisory Agreement dated as of
January 1, 1997, as amended, (“Advisory Agreement”) with Transamerica Series Trust (“TST”), a
Delaware statutory trust which is registered as an open-end management investment company under the
Investment Company Act of 1940 (“1940 Act”), to provide or procure investment advisory services
with respect to Transamerica Efficient Markets VP (the “Portfolio ”), a separate series of TST; and
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 (“Advisers Act”); and
WHEREAS, the Investment Adviser desires to retain the Sub-Adviser as sub-adviser to assist the
Investment Adviser in furnishing certain investment advisory services with respect to the
Portfolio, and the Sub-Adviser is willing to furnish such services upon the terms and conditions
and for the compensation set forth below.
NOW, THEREFORE, in consideration of the premises and mutual promises herein set forth, the
parties hereto agree as follows:
1. Appointment.
The Investment Adviser hereby appoints the Sub-Adviser as an investment sub-adviser with
respect to the Portfolio 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. The Sub-Adviser shall for all purposes herein be deemed to be an
independent contractor and shall, except as otherwise provided herein, have no authority to act for
or represent the Investment Adviser, TST, or the Portfolio in any way or otherwise be deemed the
agent of any of them.
2. Duties and Services of the Sub-Adviser.
A. Investment Sub-Advisory Services. Subject to the supervision of TST’s Board of
Trustees (“Board”) and the Investment Adviser, the Sub-Adviser shall provide the following
services:
(1) Consistent with the investment objectives, policies and restrictions applicable to the
Portfolio as stated in the Portfolio’s then-current Registration Statement (as defined
below), and such other limitations as directed by the Board or the appropriate officers of
the Investment Adviser or TST by notice in writing to the Sub-Adviser, Sub-Adviser will
direct the asset allocation strategy and the investment decisions to implement such strategy
for the Portfolio, as a continuous investment program for the Portfolio;
(2) Using exchange-traded shares of Vanguard-sponsored Exchange Traded Funds (ETFs), ETFs
sponsored by others, institutional-class shares of mutual funds advised by the Investment
Adviser or others (the ETFs and mutual funds together, the “Underlying Funds”), and/or
direct investments in equity and/or fixed income securities, consistent with the Portfolio’s
then-current prospectus, Sub-Adviser will use its methodology to decide in which Underlying
Funds the Portfolio will invest, and determine what portion of the Portfolio should be
invested in Underlying Funds and what portion, if any, should be held in equity and/or fixed
income securities or other assets, such as cash;
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(3) Where applicable, Sub-Adviser will communicate to TST’s custodian (as identified in the
prospectus) trade instructions that are a result of its investment decisions, including
rebalancing/reallocation determinations;
(4) Sub-Adviser will place orders and negotiate the commissions (if any) for all purchases
and sales of the investments made by the Portfolio with or through such brokers, dealers,
underwriters or issuers as the Sub-Adviser may select; and
(5) Sub-Adviser will comply with all provisions of the Vanguard Exemptive Order and any
other exemptive order at all relevant times and will also comply will all applicable
provisions of the 1940 Act.
B. Additional Duties of the Sub-Adviser. In addition to the above, the
Sub-Adviser shall:
(1) use the same skills and care in providing its services to the Portfolio as it
uses in providing investment services to other fiduciary accounts;
(2) use its best efforts to cause its officers to attend meetings, either in person
or via teleconference, of TST and furnish oral or written reports, as TST of the
Investment Adviser may reasonably require, in order to keep TST and its officers and
Board fully informed as to the condition of the investments of the Portfolio, the
investment recommendations of the Sub-Adviser, and the investment considerations which
provide the basis for those recommendations;
(3) furnish such information and reports as may reasonably be required by TST or
the Investment Adviser from time to time;
(4) maintain the books and records required in connection with its duties
hereunder;
(5) keep the Investment Adviser informed of developments materially affecting the
Portfolio and its investments; and
(6) provide reasonable assistance to the Investment Adviser and the Board in their
determination of the fair value, in accordance with the Trust’s valuation procedures,
of securities and other assets in the Portfolio for which market prices are not readily
available.
C. Further Duties of the Sub-Adviser.
(1) In all matters relating to the performance of this Agreement, the Sub-Adviser shall act
in conformity with the TST 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 TST and the Investment Adviser, and shall comply in
all material respects with the requirements of the 1940 Act, the Advisers Act, the rules
thereunder, and all other applicable laws and regulations.
(2) The Sub-Adviser acknowledges that the Portfolio may engage in certain transactions in
reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the
1940 Act. Accordingly, the Sub-Adviser hereby agrees that it will not consult with any
other sub-adviser of the Portfolio, or an affiliated person of such other sub-adviser,
concerning transactions for the Portfolio in securities or other Portfolio assets. The
Sub-Adviser shall be limited to providing investment advice with respect to only the
discrete portion of the Portfolio’s assets as may be determined from time-to-time by the
Investment Adviser, and shall not consult with any other sub-adviser as to any other portion
of the Portfolio’s assets concerning transactions for the Portfolio in securities or other
assets.
D. Custody. The Sub-Adviser shall have no responsibility with respect to maintaining
custody of the Portfolio’s assets. The Sub-Adviser shall affirm security transactions with central
depositories and advise the custodian of the Portfolio (the “Custodian”) or such depositories or
agents as may be designated by the
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Custodian and the Investment Adviser promptly of each purchase and sale of a security on
behalf of the Portfolio, specifying the name of the issuer, the description and amount or number of
shares of the security purchased, the market price, the commission and gross or net price, the
trade date and settlement date and the identity of the effecting broker or dealer. The Sub-Adviser
shall from time to time provide the Custodian and the Investment Adviser with evidence of authority
of its personnel who are authorized to give instructions to the Custodian. The Portfolio shall
instruct the Custodian to provide the Sub-Adviser with such information as the Sub-Adviser may
reasonably request relating to daily cash transactions and daily cash levels held by the Portfolio.
E. Proxy Voting and Other Actions as a Fiduciary. Unless the Investment Adviser
advises the Sub-Adviser in writing that the right to vote proxies has been expressly reserved to
the Investment Adviser or TST or otherwise delegated to another party, the Sub-Adviser shall
exercise voting rights incident to any securities held by the Portfolio in accordance with its own
proxy voting policies and procedures without consultation with the Investment Adviser or the
Portfolio. The Sub-Adviser agrees to furnish a copy of its proxy voting policies and procedures,
and any amendments thereto, to the Investment Adviser.
The Sub-Adviser shall further respond to all corporate action matters incident to such
securities held in the Portfolio including, without limitation, proofs of claim in bankruptcy and
class action cases and shelf registrations. The Sub-Adviser agrees to keep the Portfolio informed
about any such litigation and the actions that it intends to take. In the case of class action
suits involving issuers held by the Portfolio, the Sub-Adviser may include information about the
Portfolio for purposes of participating in any settlements upon written agreement by the Portfolio.
3. Compensation.
For the services provided by the Sub-Adviser to the Portfolio pursuant to this Agreement, the
Sub-Adviser shall receive monthly an investment sub-advisory fee as to that Portfolio at the annual
rate (as a percentage of average daily net assets) as specified in Schedule A of this Agreement.
If this Agreement is not in effect for an entire month as to any Portfolio, the amount of
sub-advisory fee payable hereunder as to that Portfolio shall be pro-rated accordingly.
4. Expenses.
During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in the
performance of its duties and its provision of services hereunder, other than the cost of
investments (including brokerage fees) purchased and sold for the Portfolio. Notwithstanding the
foregoing, the Sub-Adviser shall not bear expenses related to the operation of any Portfolio,
including but not limited to, taxes, interests, brokerage fees and commissions, custodial fees,
proxy voting expenses and extraordinary Portfolio expenses.
5. Duties of the Investment Adviser.
A. The Investment Adviser shall continue to have responsibility for all services to be
provided to the Portfolio pursuant to the Advisory Agreement and shall oversee and review the
Sub-Adviser’s performance of its duties and services under this Agreement. The Investment Adviser
shall be responsible for ensuring the Portfolio qualifies at all times for the exemption set out in
Section 12(d)(1)(F) of the 1940 Act.
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 TST Declaration of Trust and By-Laws, as each is in effect on the date hereof
and as amended from time to time;
(2) Certified resolutions of the Board authorizing the appointment of the Investment
Adviser and the Sub-Adviser and approving this Agreement;
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(3) The TST Registration Statement under the 1940 Act and the Securities Act of 1933, on
Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the
Portfolio and its shares and all amendments thereto and prospectus and/or statement of
additional information supplements (“Registration Statement”); and
(4) A certified copy of any publicly available financial statement or report
prepared for TST by certified or independent public accountants, and copies of any
financial statements or reports made by a Portfolio to its shareholders or to any
governmental body or securities exchange.
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 documentation, promotional, marketing, advertising and other written, printed or electronic material or performance information or data prepared for distribution to shareholders of the Portfolio or the public, which refer to the Portfolio, the Sub-Adviser or investment companies or other advisory accounts advised or sponsored by the Sub-Adviser in any way, prior to a use thereof which has not been previously approved by the Sub-Adviser. The Investment Adviser shall not use any such materials without the Sub-Adviser’s prior written approval, which approval shall not be unreasonably withheld; and the Investment Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within ten (10) business days (or such other time as may be mutually agreed upon) after the Sub-Adviser’s receipt thereof. |
6. Brokerage.
A. The Sub-Adviser agrees that, in placing orders with broker-dealers for the purchase or
sale of Portfolio securities, it will attempt to obtain the best execution of its orders.
Consistent with these obligations and the terms of Section 28(e) of the Securities Exchange Act of
1934, the Sub-Adviser may, subject to any procedures that the Board may adopt, agree to pay a
broker-dealer that furnishes brokerage or research services 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
Portfolio and its other clients and that the total commissions paid by the Portfolio will be
reasonable in relation to the benefits provided to the Portfolio. In no instance will any
Portfolio’s securities be purchased from or sold to the Sub-Adviser, or any affiliated person
thereof, except to the extent permitted by exemptive order of the SEC or in accordance with
applicable laws and regulations.
B. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the
best interest of the Portfolio, 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 Portfolio and to its other clients.
7. 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 the Portfolio. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Sub-Adviser hereby agrees (i) to preserve for the periods prescribed
by Rule 31a-3 under the 1940 Act any records that it maintains for the Portfolio that are required
to be maintained by Rule 31a-1 under the 1940 Act (which includes,
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without limitation, records required by Rule 31a-1(b)(9)), and (ii) to provide the Portfolio with
access to or copies of any records that it maintains for the Portfolio upon reasonable request by
the Portfolio.
8. 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.
9. Services to Other Clients.
To the extent consistent with the Sub-Adviser’s duties and services under this Agreement,
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, (ii) the
right of any director, officer, or employee of the Sub-Adviser, 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, or (iii) the Sub-Adviser’s ability to
give advice or take action in performing its duties for other clients, or for its own accounts,
that may differ from the advice given to or action taken for the Portfolio.
The Sub-Adviser or an affiliated person, may provide services for, or solicit business from
various companies, including issuers of securities that the Sub-Adviser may recommend or purchase
or sell for the Portfolio. In providing these services, the Sub-Adviser or its affiliated persons
may obtain material, nonpublic or other confidential information that, if disclosed, might affect
an investor’s decision to buy, sell or hold a security. Under applicable law, the Sub-Adviser and
its affiliated persons cannot improperly disclose or use this information for their personal
benefit or for the benefit of any person, including other clients of the Sub-Adviser. If the
Sub-Adviser or any affiliated person obtains nonpublic or other confidential information about any
issuer, the Sub-Adviser will have no obligation to disclose the information to the Portfolio or use
it for the Portfolio’s benefit.
10. The Sub-Adviser’s Use of the Services of Others.
The Sub-Adviser may (at its cost except as contemplated by Section 6 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 the 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 Portfolio.
11. Liability and Indemnification of the Sub-Adviser.
The Sub-Adviser may rely on information reasonably believed by it to be accurate and reliable.
Except as may otherwise be provided by the 1940 Act, neither the Sub-Adviser nor its officers,
directors, employees or agents shall be subject to any liability to the Investment Adviser, the
Portfolio or any shareholder of the Portfolio for any error of judgment, mistake of law or any loss
arising out of any investment or other act or omission in the course of, connected with or arising
out of any service to be rendered hereunder, except by reason of willful misfeasance, bad faith or
gross negligence in its performance of its obligations and duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
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The Sub-Adviser shall indemnify and hold harmless the Investment Adviser, the Portfolio and
their respective directors, trustees, officers, employees or agents from any and all claims,
losses, expenses, obligation and liabilities (including reasonable attorneys fees) arising or
resulting from the Sub-Adviser’s willful misfeasance, bad faith or gross negligence in its
performance of its obligations and duties or by reason of its reckless disregard of its obligations
and duties under this Agreement.
12. Representations of the 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 204A-1 under the Advisers Act and will provide the Investment
Adviser and TST with a copy of such code of ethics and any amendments thereto, together with
evidence of adoption for review and approval by the Board. The Sub-Adviser understands that the
Board is required to approve the Sub-Adviser’s code of ethics and acknowledges that the Agreement
is conditioned upon such Board approval.
C. The Sub-Adviser has adopted proxy voting policies and procedures reasonably designed to
ensure that the proxies are voted in the best interests of the Portfolio and its shareholders and
complying with Rule 206(4)-6 under the Advisers Act and will provide the Investment Adviser and TST
with a copy of such policies and procedures and any amendments thereto, together with evidence of
adoption for review and approval by the Board. The Sub-Adviser understands that the Board is
required to approve the Sub-Adviser’s proxy voting policies and procedures and acknowledges that
the Agreement is conditioned upon such Board approval.
D. The Sub-Adviser has provided the Investment Adviser and TST with a copy of its Form ADV as
most recently filed with the SEC and will, promptly after filing any material amendment to its Form
ADV with the SEC, furnish a copy of such amendment to the Investment Adviser.
E. The Sub-Adviser has adopted compliance policies and procedures reasonably designed to
prevent violations of the Advisers Act and the rules thereunder, has provided TST and the
Investment Adviser with a copy of such compliance policies and procedures (and will provide them
with any amendments thereto), and agrees to assist the Portfolio in complying with the Portfolio’s
compliance program adopted pursuant to Rule 38a-1 under the 1940 Act, to the extent applicable.
The Sub-Adviser understands that the Board is required to approve the Sub-Adviser’s compliance
policies and procedures and acknowledges that the Agreement is conditioned upon such Board
approval.
F. The Sub-Adviser acknowledges that the Portfolio offers its shares so that it may serve as
an investment vehicle for variable annuity contracts and variable life insurance policies issued by
insurance companies. Consequently, the Sub-Adviser will manage the Portfolio so that the Portfolio
will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and
will comply with the diversification requirements of Section 817(h) of the Internal Revenue Code
and the regulations issued thereunder, and any other rules and regulations applicable to investment
vehicles underlying variable annuity contracts or variable life insurance policies (together, the
“Tax Rules”), and it will immediately notify the Investment Adviser and the applicable Portfolio
upon having a reasonable basis for believing that the Portfolio has ceased to (i) comply with such
Tax Rules or may not be in compliance in the future; or (ii) qualify as a regulated investment
company or may not so qualify in the future.
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G. The Sub-Adviser shall promptly notify the Investment Adviser and the applicable Portfolio
in writing of any of the following events: (i) the Sub-Adviser fails to be registered as an
investment adviser under the Advisers Act or under the laws of any jurisdiction in which the
Sub-Adviser is required to be registered as an investment adviser in order to perform its
obligations under this Agreement; (ii) the Sub-Adviser is served or otherwise receives notice of
any action, suit, proceeding, inquiry or investigation, as law or in equity, before or by any
court, public board or body, involving the affairs of the Portfolio; (iii) any change in actual
control or management of the Sub-Adviser or the portfolio manager of the Portfolio; and (iv) of any
material fact known to the Sub-Adviser relating to the Sub-Adviser that is not contained in the
Registration Statement, or any amendment or supplement thereto, or of any statement contained
therein that becomes untrue in any material respect.
H. The Sub-Adviser shall not divert any Portfolio’s portfolio securities transactions to a
broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the
Portfolio, any other series of TST, or any other registered investment company.
13. Term of Agreement.
This Agreement shall become effective for the Portfolio as of the date set forth above.
Unless sooner terminated as provided herein, it shall continue in effect for the Portfolio for two
years from its effective date. Thereafter, if not terminated, it shall continue for the Portfolio
for successive 12-month periods, provided that such continuance is specifically approved at least
annually (a) by the vote of a majority of the applicable Portfolio’s outstanding voting securities
(as defined in the 0000 Xxx) 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 TST or the Investment Adviser. This Agreement may be terminated with
respect to a Portfolio at any time, without payment of any penalty, on 60 days’ written notice to
the Investment Adviser or the Sub-Adviser, as appropriate, by (i) the Board, (ii) a vote of a
majority of the outstanding voting securities of the applicable Portfolio, (iii) the Investment
Adviser, or (iv) the Sub-Adviser. This Agreement shall terminate automatically in the event of its
assignment (as defined or interpreted for regulatory purposes) or the termination of the Advisory
Agreement.
14. 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 TST:
Transamerica Series Trust
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to the Investment Adviser:
Transamerica Asset Management, Inc.
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
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If to the Sub-Adviser:
AEGON USA Investment Management, LLC
ATTN: Chief Financial Officer
0000 Xxxxxxxx Xxxx
Xxxxx Xxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
ATTN: Chief Financial Officer
0000 Xxxxxxxx Xxxx
Xxxxx Xxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxxxxx X. Xxxx
Chief Compliance Officer
AEGON USA Investment Management, LLC
000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Chief Compliance Officer
AEGON USA Investment Management, LLC
000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
15. Amendment of Agreement.
No provision of this Agreement may be changed, waived, discharged, or terminated as to the
Portfolio 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 as to the Portfolio shall be effective until approved by the Board and, solely to the
extent required by the 1940 Act, regulations thereunder and/or interpretations thereof, the
shareholders of the Portfolio.
16. Miscellaneous.
A. Governing Law. This Agreement shall be construed in accordance with the laws of
the State of Florida 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 Florida 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. Severability. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be
affected, and to this extent, the provisions of this Agreement shall be deemed to be severable.
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 authoritative
interpretations thereof.
F. Confidentiality. The Sub-Adviser will maintain the strictest confidence regarding
the business affairs of TST and the Portfolio. Written reports furnished by the Sub-Adviser to TST
and the Investment Adviser will be treated as confidential, and for the exclusive use and benefit
of TST and the Investment Adviser, except as disclosure may be required by applicable law.
G. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original of the same agreement.
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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.
TRANSAMERICA ASSET MANAGEMENT, INC.
By:
|
/s/ Xxxxxxxxxxx X. Xxxxxxx
|
|||
Name:
|
Xxxxxxxxxxx X. Xxxxxxx | |||
Title:
|
Senior Vice President – Investment Management and Chief Investment Officer |
AEGON USA INVESTMENT MANAGEMENT, LLC
By:
|
/s/ Xxxxx X. Xxxxxx
|
|||
Name: |
Xxxxx X. Xxxxxx | |||
Title: |
EVP, Chief Financial Officer | |||
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SCHEDULE A
| PORTFOLIO | SUB-ADVISER COMPENSATION* | |
Transamerica Efficient Markets VP
|
0.12% of the first $50 million of average daily net assets; 0.10% over $50 million up to $250 million; 0.08% of average daily net assets in excess of $250 million |
| * | As a percentage of average daily net assets on an annual basis. |
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