AMENDMENT NUMBER 2 TO MASTER SUB-ADMINISTRATION AGREEMENT
Exhibit (h)(3)(i)
Execution Copy
AMENDMENT NUMBER 2 TO MASTER SUB-ADMINISTRATION AGREEMENT
This Amendment Number 2 to the Master Sub-Administration Agreement (the “Amendment”) is made as of July 14, 2015 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”), and Transamerica Fund Services, Inc., a Florida corporation (the “Administrator”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement (as defined below).
WHEREAS, the Sub-Administrator and the Administrator entered into that certain Master Sub-Administration Agreement dated as of December 17, 2012 (as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”); and
WHEREAS, the Sub-Administrator and the Administrator desire to amend the Agreement as more particularly set forth below;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
| 1. |
Amendments. |
| (a) |
Section 5 (Sub-Administration Services) of the Agreement is hereby amended by inserting the following at the end of clause jj. with respect to “Fund Administration Money Market Services”: |
“Fund Administration Money Market Services
Schedules B and B(i) attached hereto as Exhibit 1 are added to the Agreement as Schedules B and B(i).”
| 2. |
Miscellaneous. |
| (a) |
Except as expressly amended hereby, all provisions of the Agreement shall remain in full force and effect. |
| (b) |
Schedule A annexed hereto shall replace in its entirety any prior Schedule A. |
| (c) |
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form. |
[Signature Page follows.]
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Execution Copy
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the date first written above.
STATE STREET BANK AND TRUST COMPANY
| By: |
/s/ Xxxxxx Xxxxx | |
| Name: |
Xxxxxx Xxxxx | |
| Title: |
Executive Vice President | |
| TRANSAMERICA FUND SERVICES, INC. | ||
| By: |
/s/ Xxxxxx X. Xxxxx | |
| Name: |
Xxxxxx X. Xxxxx | |
| Title: |
Senior Vice President | |
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Execution Copy
SUB-ADMINISTRATION AGREEMENT
SCHEDULE A
(as of July 14, 2015)
Management Investment Companies Registered with the SEC and Portfolios thereof, If Any
| ClearTrack 2015 |
| ClearTrack 2020 |
| ClearTrack 2025 |
| ClearTrack 2030 |
| ClearTrack 2035 |
| ClearTrack 2040 |
| ClearTrack 2045 |
| ClearTrack 2050 |
| ClearTrack Retirement Income |
| Transamerica Arbitrage Strategy |
| Transamerica Asset Allocation – Conservative Portfolio |
| Transamerica Asset Allocation – Growth Portfolio |
| Transamerica Asset Allocation – Moderate Growth Portfolio |
| Transamerica Asset Allocation – Moderate Portfolio |
| Transamerica Bond |
| Transamerica Capital Growth |
| Transamerica Commodity Strategy |
| Transamerica Concentrated Growth |
| Transamerica Core Bond |
| Transamerica Developing Markets Equity |
| Transamerica Dividend Focused |
| Transamerica Emerging Markets Debt |
| Transamerica Emerging Markets Equity |
| Transamerica Enhanced Muni |
| Transamerica Event Driven |
| Transamerica Flexible Income |
| Transamerica Floating Rate |
| Transamerica Global Bond |
| Transamerica Global Equity (formally Transamerica Multi-Manager International Portfolio) |
| Transamerica Global Multifactor Macro |
| Transamerica Global Real Estate Securities |
| Transamerica Growth |
| Transamerica Growth Opportunities |
| Transamerica High Yield Bond |
| Transamerica High Yield Muni |
| Transamerica Income & Growth |
| Transamerica Inflation Opportunities |
| Transamerica Intermediate Bond |
| Transamerica International Equity |
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| Transamerica International Equity Opportunities |
| Transamerica International Small Cap |
| Transamerica International Small Cap Value |
| Transamerica Large Cap Value |
| Transamerica Long/Short Strategy |
| Transamerica Managed Futures Strategy |
| Transamerica Mid Cap Growth |
| Transamerica Mid Cap Value |
| Transamerica Mid Cap Value Opportunities |
| Transamerica MLP & Energy Income |
| Transamerica Money Market |
| Transamerica Multi-Managed Balanced |
| Transamerica Multi-Manager Alternative Strategies Portfolio |
| Transamerica Opportunistic Allocation |
| Transamerica Short-Term Bond |
| Transamerica Small Cap Core |
| Transamerica Small Cap Growth |
| Transamerica Small Cap Value |
| Transamerica Small/Mid Cap Value |
| Transamerica Strategic High Income |
| Transamerica Dynamic Allocation II (formerly Transamerica Tactical Allocation) |
| Transamerica Dynamic Income (formerly Transamerica Tactical Income) |
| Transamerica Dynamic Allocation (formerly Transamerica Tactical Rotation) |
| Transamerica Total Return |
| Transamerica Unconstrained Bond |
| Transamerica US Growth (formerly Transamerica Diversified Equity) |
Transamerica Series Trust
| Transamerica AB Dynamic Allocation VP |
| Transamerica Aegon Active Asset Allocation - Conservative VP |
| Transamerica Aegon Active Asset Allocation - Moderate Growth VP |
| Transamerica Aegon Active Asset Allocation - Moderate VP |
| Transamerica Aegon High Yield Bond VP |
| Transamerica Aegon Money Market VP |
| Transamerica Aegon U.S. Government Securities VP |
| Transamerica American Funds Managed Risk VP |
| Transamerica Asset Allocation – Conservative VP |
| Transamerica Asset Allocation – Growth VP |
| Transamerica Asset Allocation – Moderate Growth VP |
| Transamerica Asset Allocation – Moderate VP |
| Transamerica Barrow Hanley Dividend Focused VP |
| Transamerica BlackRock Global Allocation Managed Risk – Balanced VP |
| Transamerica BlackRock Global Allocation Managed Risk – Growth VP |
| Transamerica BlackRock Global Allocation VP |
| Transamerica BlackRock Tactical Allocation VP |
| Transamerica Clarion Global Real Estate Securities VP |
| Transamerica International Moderate Growth VP |
| Transamerica Janus Balanced VP |
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Execution Copy
| Transamerica Xxxxxxxx Growth VP |
| Transamerica JPMorgan Core Bond VP |
| Transamerica JPMorgan Enhanced Index VP |
| Transamerica JPMorgan Mid Cap Value VP |
| Transamerica JPMorgan Tactical Allocation VP |
| Transamerica Xxxx Xxxxx Dynamic Allocation – Balanced VP |
| Transamerica Xxxx Xxxxx Dynamic Allocation – Growth VP |
| Transamerica Madison Balanced Allocation VP |
| Transamerica Madison Conservative Allocation VP |
| Transamerica Madison Diversified Income VP |
| Transamerica Market Participation Strategy VP |
| Transamerica MFS International Equity VP |
| Transamerica Xxxxxx Xxxxxxx Capital Growth VP |
| Transamerica Xxxxxx Xxxxxxx Mid-Cap Growth VP |
| Transamerica Multi-Managed Balanced VP |
| Transamerica Multi-Manager Alternative Strategies VP |
| Transamerica PineBridge Inflation Opportunities VP (formally Transamerica PIMCO Real Return TIPS VP) |
| Transamerica PIMCO Tactical – Balanced VP |
| Transamerica PIMCO Tactical – Conservative VP |
| Transamerica PIMCO Tactical – Growth VP |
| Transamerica PIMCO Total Return VP |
| Transamerica ProFund UltraBear VP |
| Transamerica Systematic Small/Mid Cap Value VP |
| Transamerica X.Xxxx Price Small Cap VP |
| Transamerica Torray Concentrated Growth VP (formerly Transamerica BNP Paribas Large Cap Growth VP) |
| Transamerica TS&W International Equity VP |
| Transamerica Vanguard ETF Portfolio – Balanced VP |
| Transamerica Vanguard ETF Portfolio – Conservative VP |
| Transamerica Vanguard ETF Portfolio – Growth VP |
| Transamerica Voya Balanced Allocation VP (formerly Transamerica ING Balanced Allocation VP) |
| Transamerica Voya Conservative Allocation VP (formerly Transamerica ING Conservative Allocation VP) |
| Transamerica Voya Intermediate Bond VP (formerly Transamerica ING Intermediate Bond VP) |
| Transamerica Voya Large Cap Growth VP (formerly Transamerica ING Large Cap Growth VP) |
| Transamerica Voya Limited Maturity Bond VP (formerly Transamerica ING Limited Maturity Bond VP) |
| Transamerica Voya Mid Cap Opportunities VP (formerly Transamerica ING Mid Cap Opportunities VP) |
| Transamerica Voya Moderate Growth Allocation VP (formerly Transamerica ING Moderate Growth Allocation VP) |
| Transamerica WMC US Growth VP (formerly Transamerica WMC Diversified Growth VP) |
| Transamerica WMC US Growth II VP (formerly Transamerica WMC Diversified Growth II VP) |
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Execution Copy
| Transamerica Partners Portfolios |
| Transamerica Partners Balanced Portfolio |
| Transamerica Partners Core Bond Portfolio |
| Transamerica Partners High Quality Bond Portfolio |
| Transamerica Partners High Yield Bond Portfolio |
| Transamerica Partners Inflation-Protected Securities Portfolio |
| Transamerica Partners International Equity Portfolio |
| Transamerica Partners Large Core Portfolio |
| Transamerica Partners Large Growth Portfolio |
| Transamerica Partners Large Value Portfolio |
| Transamerica Partners Mid Growth Portfolio |
| Transamerica Partners Mid Value Portfolio |
| Transamerica Partners Money Market Portfolio |
| Transamerica Partners Small Core Portfolio |
| Transamerica Partners Small Growth Portfolio |
| Transamerica Partners Small Value Portfolio |
| Transamerica Partners Funds Group |
| Transamerica Partners Balanced |
| Transamerica Partners Core Bond |
| Transamerica Partners High Quality Bond |
| Transamerica Partners High Yield Bond |
| Transamerica Partners Inflation-Protected Securities |
| Transamerica Partners International Equity |
| Transamerica Partners Large Core |
| Transamerica Partners Large Growth |
| Transamerica Partners Large Value |
| Transamerica Partners Mid Growth |
| Transamerica Partners Mid Value |
| Transamerica Partners Money Market |
| Transamerica Partners Small Growth |
| Transamerica Partners Small Value |
| Transamerica Partners Small Core |
| Transamerica Partners Stock Index |
| Transamerica Institutional Asset Allocation - Intermediate Horizon |
| Transamerica Institutional Asset Allocation - Intermediate/Long Horizon |
| Transamerica Institutional Asset Allocation - Long Horizon |
| Transamerica Institutional Asset Allocation - Short Horizon |
| Transamerica Institutional Asset Allocation - Short/Intermediate Horizon |
| Transamerica Partners Funds Group II |
| Transamerica Partners Institutional Balanced |
| Transamerica Partners Institutional Core Bond |
| Transamerica Partners Institutional High Quality Bond |
| Transamerica Partners Institutional High Yield Bond |
| Transamerica Partners Institutional Inflation-Protected Securities |
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Execution Copy
| Transamerica Partners Institutional International Equity |
| Transamerica Partners Institutional Large Core |
| Transamerica Partners Institutional Large Growth |
| Transamerica Partners Institutional Large Value |
| Transamerica Partners Institutional Mid Growth |
| Transamerica Partners Institutional Mid Value |
| Transamerica Partners Institutional Money Market |
| Transamerica Partners Institutional Small Core |
| Transamerica Partners Institutional Small Growth |
| Transamerica Partners Institutional Small Value |
| Transamerica Partners Institutional Stock Index |
| Transamerica Asset Allocation - Intermediate Horizon |
| Transamerica Asset Allocation - Intermediate/Long Horizon |
| Transamerica Asset Allocation - Long Horizon |
| Transamerica Asset Allocation - Short Horizon |
| Transamerica Asset Allocation - Short/Intermediate Horizon |
Transamerica Asset Allocation Variable Funds
| Transamerica Asset Allocation – Intermediate Horizon Subaccount |
| Transamerica Asset Allocation –
Intermediate/Long Horizon Subaccount (formally Transamerica Asset Allocation – |
| Transamerica Asset Allocation – Short Horizon Subaccount |
Transamerica Income Shares, Inc.
Transamerica Small Company Growth Liquidating Trust
Transamerica Global Allocation Liquidating Trust
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Execution Copy
EXHIBIT 1
SCHEDULE B
Fund Administration Money Market Fund Services
Subject to the authorization and direction of the Administrator, the Sub-Administrator will provide the money market fund services set forth on Schedule B(i) (the “Money Market Services”) to assist the Funds in complying with certain of the compliance testing and reporting requirements applicable to the Funds that are “money market funds” within the meaning of Rule 2a-7 under the 1940 Act.
1. EVIDENCE OF AUTHORITY.
The Sub-Administrator is authorized and instructed to rely upon the information it receives from the Administrator, the Fund or any third party authorized by the Administrator or the Fund. The Sub-Administrator shall have no responsibility for the actions or omissions of the Administrator, the Fund or any third party or the completeness or accuracy of any information provided by the Administrator, the Fund or a third party. In performing the Money Market Services, the Sub-Administrator shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the Administrator or the Fund. Instructions may be in writing signed by the authorized person or persons or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Sub-Administrator and the person(s) or entity giving such instruction. The Sub-Administrator may act on oral instructions if the Sub-Administrator reasonably believes them to have been given by a person authorized to provide such instructions with respect to the action involved; the Administrator or the Fund shall cause all oral instructions to be confirmed in writing.
2. RESPONSIBILITIES OF THE PARTIES; INDEMNIFICATION; WARRANTIES AND DISCLAIMERS.
a. The Administrator and the Fund agree that they shall be solely responsible for any decision made or action taken in reliance on the compliance testing results, reports, forms or other data or information included in the Money Market Services provided by the Sub-Administrator.
b. The Parties acknowledge that the Sub-Administrator is required, in certain circumstances, to rely upon data provided by the Administrator, the Fund or third parties (“Data”) in providing the Money Market Services. The Sub-Administrator does not own the Data, has not developed the Data, does not control the Data, and has not, and will not make any inquiry into the accuracy of any Data. Without limiting the foregoing, the Sub-Administrator will not be liable for any delays in the transmission of Forms N-MFP, Forms N-CR, reports, market-based NAVs, daily and weekly liquid assets, affiliate sponsor support flows, portfolio holdings or transmission of Data or inaccuracies of, errors in or omission of, Data provided by the Administrator, the Fund, or any third party in connection with the provision of the Money Market Services.
c. The Administrator and the Fund represent and warrant to the Sub-Administrator that the Fund has the necessary licenses from each nationally recognized statistical ratings organization whose ratings are set forth in its Forms N-MFP as contemplated hereby.
d. The Administrator and the Fund are solely responsible for determining and immediately notifying in writing the Sub-Administrator of the occurrence of one or more triggering events causing a filing on Form N-CR. The Administrator and the Fund are solely responsible for accurately and timely supplying the Sub-Administrator, or causing third parties to accurately and timely supply the
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Execution Copy
Sub-Administrator, with all Data, information and signatures in respect of each Fund that is required in order for the Sub-Administrator to file each Form N-CR, whether or not such information is specifically requested by the Sub-Administrator. The Sub-Administrator shall be without liability if the Sub-Administrator has not received by the submission deadline communicated by the Sub-Administrator to the Administrator or the Fund all of the Data, information and signatures it requires to submit such Form N-CR filing.
e. The Administrator and the Fund acknowledge and agree that the Money Market Services do not constitute advice or recommendations of any kind and the Sub-Administrator is not acting in a fiduciary capacity in providing the Money Market Services.
f. The Administrator and the Fund understand that the nature of the Money Market Services provided under this Agreement are distinct from the services provided under any other agreement between State Street Bank and Trust Company and the Administrator or the Fund, including any custody, fund accounting or transfer agency services agreements and, consequently, the terms of this Agreement, rather than such other agreements, shall govern the delivery of the Money Market Services. Except as expressly amended hereby, however, all provisions of the Agreement shall remain in full force and effect.
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Execution Copy
SCHEDULE B(i)
Money Market Fund Compliance Testing and Reporting Services
Subject to the authorization and direction of the Administrator and, in each case where appropriate, the review and comment by the Trust’s independent accountants and legal counsel, and in accordance with procedures that may be established from time to time between the Trust and the Administrator, the Sub-Administrator will:
| a. |
Prepare for posting on the Funds’ website daily each money market fund’s market-based NAVs; |
| b. |
Prepare for posting on the Funds’ website each money market fund’s daily liquid assets and weekly liquid assets; |
| c. |
Prepare for posting on the Funds’ website each money market fund’s inflows/outflows; |
| d. |
Prepare for posting on the Funds’ website each money market fund’s monthly schedule of portfolio investments; |
| e. |
Prepare and coordinate each money market fund’s monthly filing of Form N-MFP; |
| f. |
Provide periodic testing of the Fund with respect to compliance with certain Rule 2a-7 diversification requirements, including aggregation of affiliates testing, the 10% or 15% basket test and asset backed securities testing; and |
| g. |
Prepare and coordinate each Fund’s filings of Form N-CR. |
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AMENDMENT NUMBER 1 TO MASTER SUB-ADMINISTRATION AGREEMENT
This Amendment Number 1 to the Master Sub-Administration Agreement (the “Amendment”) is dated and effective as of July 1, 2013 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”), and Transamerica Fund Services, Inc., a Florida corporation (the “Administrator”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement (as defined below).
WHEREAS, the Sub-Administrator and the Administrator entered into that certain Master Sub-Administration Agreement (“Agreement”) dated and effective as of December 17, 2012 (as amended supplemented, restated or otherwise modified from time to time, the “Agreement”); and
WHEREAS, the Sub-Administrator and the Administrator desire to amend the Agreement as more particularly set forth below.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
| 1. |
Amendment. |
(a) Section 5 (Administration Services) of the Agreement is hereby amended by inserting the following new clauses immediately after clause ee. with respect to “Fund Administration Tax Services”:
| “ff. |
Prepare annual Form TD F 90-22.1; |
| gg. |
Review annual wash sale adjustments; |
| hh. |
Prepare annual estimate and true up adjustments for the Fund(s) investments in Real Estate Investment Trusts; |
| ii. |
Prepare annual adjustments for the Fund(s) investments in Passive Foreign Investment Companies; and |
| jj. |
Prepare annual Dividends Received Deduction and Qualified Dividend Income percentages to be included in the Trust’s annual financial statements.” |
(b) Such tax services shall only apply to the following Trust and Funds:
Transamerica Partners Portfolios:
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Transamerica Partners Balanced Portfolio
Transamerica Partners Core Bond Portfolio
Transamerica Partners High Quality Bond Portfolio
Transamerica Partners High Yield Bond Portfolio
Transamerica Partners Inflation-Protected Securities Portfolio
Transamerica Partners International Equity Portfolio
Transamerica Partners Large Core Portfolio
Transamerica Partners Large Growth Portfolio
Transamerica Partners Large Value Portfolio
Transamerica Partners Mid Growth Portfolio
Transamerica Partners Mid Value Portfolio
Transamerica Partners Money Market Portfolio
Transamerica Partners Small Core Portfolio
Transamerica Partners Small Growth Portfolio
Transamerica Partners Small Value Portfolio
(c) Section 5aa. of the Agreement is hereby deleted in its entirety and replaced with the following:
| “aa. |
Prepare annual tax basis provisions for both excise and income tax purposes (excluding Transamerica Partners Portfolios);’’ |
| 2. |
Miscellaneous. |
| (a) |
Except as expressly amended hereby, all provisions of the Agreement shall remain in full force and effect. |
| (b) |
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form. |
| (c) |
This Amendment shall be construed and the provisions hereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts without regard to the conflict of laws provisions thereof. |
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the date first written above.
STATE STREET BANK AND TRUST COMPANY
| By: |
/s/ Xxxxxxx X. Xxxxxx | |
| Name: |
Xxxxxxx X. Xxxxxx | |
| Title: |
Executive Vice President | |
| TRANSAMERICA FUND SERVICES, INC. | ||
| By: |
/s/ Xxxxxxxxx Xxxxxxx | |
| Name: |
Xxxxxxxxx Xxxxxxx | |
| Title: |
Vice President and Chief Accounting Officer | |
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