EXHIBIT 23(H)(5)
EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT, effective as of May 1, 2005, by and between
Transamerica Investment Management, LLC (the "Investment Manager") and
Transamerica Investors, Inc. (the "Company"), on behalf of each series of the
Company set forth in Schedule A (each a "Fund," and collectively, the "Funds").
WHEREAS, the Company is a Maryland corporation, and is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management company of the series type, and each Fund is a series of the Company;
and
WHEREAS, the Company and the Investment Manager have entered into
investment advisory agreements on behalf of the Funds as set forth in Schedule A
("Management Agreements") pursuant to which the Investment Manager provides
investment management services to each Fund for compensation based on the value
of the average daily net assets of each such Fund; and
WHEREAS, the Company and the Investment Manager have determined that it is
appropriate and in the best interests of each Fund and its shareholders to
maintain the expenses of each Fund at a level below the level to which each such
Fund may normally be subject;
NOW, THEREFORE, the parties hereto agree as follows:
1. Expense Limitation.
1.1. Applicable Expense Limit. To the extent that the ordinary operating
expenses incurred by a Fund in any fiscal year, including but not limited to
investment management fees of the Investment Manager, but excluding interest,
taxes, brokerage commissions, extraordinary expenses such as litigation and
other expenses not incurred in the ordinary course of such Fund's business
("Fund Operating Expenses"), exceed the Operating Expense Limit, as defined in
Section 1.2 below, such excess amount (the "Excess Amount") shall be the
liability of the Investment Manager.
1.2 Operating Expense Limit. The maximum Operating Expense Limit in any
year with respect to each Fund shall be the amount specified in Schedule B based
on a percentage of the average daily net assets of each Fund.
1.3 Duration of Operating Expense Limit. The Operating Expense Limit with
respect to each Fund shall remain in effect until the date specified for that
Fund on Schedule B. The Investment Manager may extend, but may not during the
term of this Agreement shorten, the duration of the Operating Expense Limit for
any Fund without the consent of the Company by delivering a revised Schedule B
to the Company reflecting such extension. Such an extension must continue at the
same Operating Expense Limit amount specified on Schedule B.
1.4. Method of Computation. To determine the Investment Manager's
obligation with respect to the Excess Amount, each day the Fund Operating
Expenses for each Fund shall be annualized. If the annualized Fund Operating
Expenses for any month of a Fund exceed the Operating Expense Limit of such
Fund, the Investment Manager shall remit to the appropriate Fund or Funds an
amount that, together with the waived or reduced investment-management fee, is
sufficient to pay that day's Excess Amount.
2. Reimbursement of Fee Waivers and Expense Reimbursements.
If on any day during which the Management Agreement is in effect, the
estimated annualized Fund Operating Expenses of such Fund for that day are less
than the Operating Expense Limit, the Investment Manager shall be entitled to
reimbursement by such Fund of the investment management fees waived or reduced
and other payments remitted by the Investment Manager to such Fund pursuant to
Section 1 hereof (the "Reimbursement
Amount") during any of the previous thirty-six (36) months beginning with the
effective date of this Agreement, to the extent that the Fund's annualized
Operating Expenses plus the amount so reimbursed equals, for such day, the
Operating Expense Limit provided in Schedule B, provided that such amount paid
to the Investment Manager will in no event exceed the total Reimbursement Amount
and will not include any amounts previously reimbursed.
3. Term and Termination of Agreement.
This Agreement shall terminate upon termination of the Investment
Management Agreement, or it may be terminated by either party hereto, without
payment of any penalty, upon ninety (90) days' prior written notice to the other
party at its principal place of business.
4. Miscellaneous.
4.1. Captions. The captions in this Agreement are included for convenience
of reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
4.2. Interpretation. Nothing herein contained shall be deemed to require
the Company or the Funds to take any action contrary to the Company's Articles
of Incorporation 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 Company's Board of Directors of its responsibility for and control
of the conduct of the affairs of the Company or the Funds.
4.3. Definitions. Any question of interpretation of any term or provision
of this Agreement, including but not limited to the investment management fee,
the computations of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
Management Agreement or the 1940 Act, shall have the same meaning as and be
resolved by reference to such Management Agreement or the 0000 Xxx.
The parties have caused this Agreement to be signed by their respective
officers thereunto duly authorized and their respective corporate seals to be
hereunto affixed, as of the day and year first above written.
TRANSAMERICA INVESTORS, INC.
By: /s/ T. Xxxxxxx Xxxxxxx, XX
------------------------------------
Name: T. Xxxxxxx Xxxxxxx, XX
Title: Vice President
TRANSAMERICA INVESTMENT MANAGEMENT, LLC
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title:
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SCHEDULE A
TRANSAMERICA INVESTORS, INC.
ON BEHALF OF TRANSAMERICA PREMIER FUNDS
Effective May 1, 2005
Transamerica Premier Focus Fund
Transamerica Premier Equity Fund
Transamerica Premier Growth Opportunities Fund
Transamerica Premier Balanced Fund
Transamerica Premier High Yield Bond Fund
Transamerica Premier Cash Reserve Fund
Transamerica Premier Diversified Equity Fund
Transamerica Premier Institutional Equity Fund
Transamerica Premier Institutional Bond Fund
Transamerica Premier Institutional Small/Mid Cap Value Fund
Transamerica Premier Institutional Diversified Equity Fund
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SCHEDULE B
OPERATING EXPENSE LIMITS
Effective May 1, 2005
MAXIMUM
OPERATING
EXPENSE
LIMIT (AS A
PERCENTAGE DATE ON WHICH
OF AVERAGE OPERATING EXPENSE
NAME OF FUND NET ASSETS LIMIT TERMINATES
------------ ----------- -----------------
Transamerica Premier Focus Fund 1.40% April 30, 2015
Transamerica Premier Equity Fund 1.15% April 30, 2015
Transamerica Premier Growth Opportunities Fund 1.40% April 30, 2015
Transamerica Premier Balanced Fund 1.10% April 30, 2015
Transamerica Premier High Yield Bond Fund (Investor Class) 0.90% April 30, 2015
Transamerica Premier High Yield Bond Fund (Institutional Class) 0.65% April 30, 2015
Transamerica Premier Cash Reserve Fund 0.25% April 30, 2015
Transamerica Premier Diversified Equity Fund 1.15% April 30, 2015
Transamerica Premier Institutional Equity Fund 0.75% April 30, 2015
Transamerica Premier Institutional Bond Fund 0.45% January 31, 2006
Transamerica Premier Institutional Small/Mid Cap Value Fund 0.85% January 31, 2006
Transamerica Premier Institutional Diversified Equity Fund 0.75% January 31, 2006
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