23(d)(10) Revised Investment Sub-Advisory Agreement
Salomon Investors Value
SUB-ADVISORY AGREEMENT
BETWEEN
TRANSAMERICA FUND ADVISORS, INC.
AND
SALOMON BROTHERS ASSET MANAGEMENT, INC.
Agreement dated and effective as of December 1, 2005, between Transamerica
Fund Advisors, Inc., a Florida corporation (the "Adviser") and Salomon Brothers
Asset Management, Inc., a Delaware corporation (the "Sub-Adviser").
WHEREAS, the Adviser has entered into an Advisory Agreement (the "Advisory
Agreement") dated January 1, 1997, as amended, with AEGON/Transamerica Series
Trust ("ATST"), formerly WRL Series Fund, Inc. (the "Fund"), a Delaware
statutory trust registered as an open-end, management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of
Salomon All Cap, formerly WRL Salomon All Cap (the "Portfolio"), of ATST
pursuant to which the Adviser provides investment advisory services to the Fund;
WHEREAS, the Adviser has the authority to delegate its investment advisory
responsibilities under the Advisory Agreement to one or more sub-advisers;
WHEREAS, the Adviser desires to retain the Sub-Adviser to provide
investment advisory services to the Portfolio;
NOW THEREFORE, in consideration of the mutual agreements herein made, the
Adviser and the Sub-Adviser agree as follows:
1. (a) The Adviser employs the Sub-Adviser, subject to the direction and
control of the trustees of the Fund, including without limitation any approval
of the trustees of the Fund required by the 1940 Act, to (a) make, in
consultation with the Adviser and the Fund's Board of Trustees, investment
strategy decisions for the Portfolio, (b) manage the investing and reinvesting
of the Portfolio's assets and (c) place purchase and sale orders on behalf of
the Portfolio.
(b) At the Adviser's request, the Sub-Adviser agrees:
(1) to cause its officers to attend meetings of the Fund's Board
and furnish oral or written reports, as the Adviser may reasonably require, in
order to keep the Adviser and its officers and the Trustees of the Fund and
appropriate officers of the Fund fully informed as to the condition of the
investments of the Portfolio and the investment considerations which have given
rise to those recommendations; and
(2) to furnish such statistical and analytical information and
reports as may reasonably be required by the Adviser from time to time.
2. (a) The Adviser shall provide (or cause the Fund's custodian to provide)
timely information to the Sub-Adviser regarding such matters as the composition
of assets in the Portfolio, cash requirements and cash available for investment
in the Portfolio, and all other information as may be reasonably necessary for
the Sub-Adviser to perform its responsibilities hereunder.
(b) The Adviser agrees to furnish the Sub-Adviser with minutes of
meetings of the Board of Trustees of the Fund applicable to the Portfolio to the
extent they may affect the duties of the Sub-Adviser, and with copies of any
financial statements or reports made by the Portfolio to its shareholders, and
any further materials or information which the Sub-Adviser may reasonably
request to enable it to perform its functions under this Agreement.
3. (a) The Sub-Adviser shall, at its expense, provide office space, office
facilities and personnel reasonably necessary for performance of the services to
be provided by the Sub-Adviser pursuant to this Agreement.
(b) Except as provided in subparagraph 3(a) hereof, the Sub-Advisor
shall not be responsible for the Portfolio's expenses and liabilities, including
organizational and offering expenses (which include out-of-pocket expenses, but
not overhead or employee costs of the Sub-Adviser); expenses for legal,
accounting and auditing services; taxes and governmental fees; dues and expenses
incurred in connection with membership in investment company organizations;
costs of printing and distributing shareholder reports, proxy materials,
prospectuses, stock certificates and distribution of dividends; charges of the
Fund's custodians and sub-custodians, administrators and sub-administrators,
registrars, transfer agents, dividend disbursing agents and dividend
reinvestment plan agents; payment for portfolio pricing services to a pricing
agent, if any; registration and filing fees of the Securities and Exchange
Commission (the "SEC"); expenses of registering or qualifying securities of the
Portfolio for sale in
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the various states; freight and other charges in connection with the shipment of
the Portfolio's portfolio securities; fees and expenses of non-interested
trustees; salaries of shareholder relations personnel; costs of shareholders
meetings; insurance; interest; brokerage costs; and litigation and other
extraordinary or non-recurring expenses.
4. The Sub-Adviser shall make investments for the Portfolio's account in
accordance with the investment objectives, policies and limitations set forth in
the Fund's Articles of Incorporation as amended from time to time (the
"Articles"), the Registration Statement, as in effect from time to time (the
"Registration Statement"), filed with the SEC by the Fund under the 1940 Act and
the Securities Act of 1933, as amended, the provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), and supplemented from time to time,
relating to regulated investment companies, Section B17(h) of the Code and
regulations thereunder, and policy decisions adopted by the Fund's Board of
Trustees from time to time. Copies of any amendments to the documents referred
to in the preceding sentence shall be promptly furnished to the Sub-Adviser. The
Sub-Adviser shall advise the Fund's officers and Board of Trustees, at such time
as the Fund's Board of Trustees may specify, of investments made for the
Portfolio's account and shall, when requested by the WRL officers or Board of
Trustees, supply the reasons for making such investments.
5. Subject to applicable laws, the Sub-Adviser may contract with or consult
with such banks, other securities firms, brokers or other parties, without
additional expense to the Portfolio, as it may deem appropriate regarding
investment advice, research and statistical data, clerical assistance or
otherwise.
6. Subject to applicable laws and any procedures adopted by the Fund's
Board of Trustees, the Sub-Adviser is authorized on behalf of the Portfolio,
from time to time when deemed to be in the best interests of the Portfolio and
to the extent permitted by applicable law, to purchase and/or sell securities in
which the Sub-Adviser or any of their affiliates underwrites, deals in and/or
makes a market and/or may perform or seek to perform investment banking services
for issuers of such securities. The Sub-Adviser is further authorized, to the
extent permitted by applicable law and any procedures adopted by the Fund's
Board of Trustees, to select brokers (including Salomon Brothers Inc or any
other brokers affiliated with the Sub-Adviser) for the execution of trades for
the Portfolio.
7. Subject to and in accordance with the Advisory Agreement, and consistent
with the Sub-Adviser's duty to seek to obtain quality execution at favorable
security prices (best price and execution) the Sub-Adviser is authorized, for
the purchase and sale of the Portfolio's portfolio securities, to employ such
dealers and brokers as may, in the judgment of the Sub-Adviser, implement the
policy of the Portfolio to obtain the best results taking into account such
factors as price, including dealer spread, the size, type and difficulty of the
transaction involved, the firm's general execution and operational facilities
and the firm's risk in positioning the securities involved. Subject to and in
accordance with the Advisory Agreement, and consistent with this policy, the
Sub-Adviser is authorized to direct the execution of the Portfolio's portfolio
transactions to dealers and brokers furnishing statistical information or
research, as such is defined in Section 28(e) of the Securities Exchange Act of
1934, deemed by the Sub-Adviser to be useful or valuable to the performance of
its investment advisory functions for the Portfolio. Information so received
will be in addition to and not in lieu of the services required to be performed
by the Sub-Adviser. It is understood that the expenses of the Sub-Adviser will
not necessarily be reduced as a result of the receipt of such information or
research. The Sub-Adviser may use, for the benefit of the Sub-Adviser's other
clients, or make available to companies affiliated with the Sub-Adviser or to
its directors for the benefit of its clients, any such information or research
services that the Sub-Adviser received from brokers or dealers.
8. To compensate the Sub-Adviser for its services provided, and the
expenses assumed under this Agreement, by (i) the payment of a monthly fee as
set forth on Schedule A attached to this Agreement, as it may be amended from
time to time in accordance with Section 11 below. If the fee payable to the
Sub-Adviser pursuant to this paragraph 8 begins to accrue before the end of any
month or if this Agreement terminates before the end of any month, the fee for
the period from such 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 prorated
according to the proportion which such period bears to the full month in which
such effectiveness or termination occurs. For purposes of calculating each such
monthly fee, the value of the Portfolio's net assets shall be computed at the
time and in the manner specified in the Registration Statement.
9. The Sub-Adviser represents and warrants that it is duly registered and
authorized as an investment adviser under the Investment Adviser Act of 1940, as
amended, and any applicable state laws, and the Sub-Adviser agrees to maintain
effective all requisite registrations, authorizations and licenses, as the case
may be, until termination of this Agreement.
10. 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 Portfolio in connection with the matters to
which this Agreement relates, provided that nothing herein shall be
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deemed to protect or purport to protect the Sub-Adviser against any liability to
the Portfolio 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 amounts paid in
satisfaction of judgments, in compromise or as fines or penalties, not resulting
from disabling conduct by the 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.
11. This Agreement may be amended with respect to the Portfolio only with
the approval by the affirmative vote of a majority of the outstanding voting
securities (as that phrase is defined in Section 2(a)(42) of the ▇▇▇▇ ▇▇▇) of
the Portfolio and the approval by the vote of a majority of the Fund's Trustees,
including a majority of Trustees who are not parties hereto or interested
persons (as that term is defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of any
such party, cast in person at a meeting called for the purpose of voting on the
approval of such amendment, unless otherwise permitted in accordance with the
1940 Act. or per the terms of the exemptive order - Rel. 23379 dated August 5,
1998 - under section 6(c) of the 1940 Act granting an exemption from section
15(a) of the Act and Rule 18f-2 under the Act.
12. This Agreement shall become effective as of the date set forth above,
and unless sooner terminated as provided herein, it shall continue for
successive annual periods ending on April 30th, provided that such continuance
is specifically approved at least annually (a) by the vote of a majority of the
Portfolio's outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) or by the
Fund's Board of Trustees and (b) by the vote, cast in person at a meeting called
for the purpose, of a majority of the Fund's Trustees who are not parties to
this Agreement or "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any such
party or per the terms of the exemptive relief - ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ dated August
5, 1998 - under section 6(c) of the 1940 Act granting an exemption from Section
15(a) of the 1940 Act and Rule 18f-2 under the 1940 Act. This Agreement may be
terminated at any time, without the payment of any penalty, by (i) the Board, or
by a vote of the majority of the outstanding voting securities of the Portfolio
on 60 days' written notice to the Sub-Adviser or (ii) by the Sub-Adviser on 60
days' written notice to the Adviser or (iii) by the Adviser on 60 days' written
notice to the Sub-Adviser. Subject to the terms of any exemptive obtained by the
Fund, this Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
13. Nothing herein shall be deemed to limit or restrict the right of the
Sub-Adviser, or any affiliate of the Sub-Adviser, or any employee of the
Sub-Adviser, to engage in any other business or to devote time and attention to
the management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
firm, individual or association. Nothing herein shall be construed as
constituting the Sub-Adviser an agent of the Adviser or the Fund.
14. This Agreement shall be governed by the laws of the State of New York;
provided, however, that nothing herein shall be construed as being inconsistent
with the 1940 Act.
15. Any notice hereunder shall be in writing and shall be delivered in
person or by telex or facsimile (followed by delivery in person) to the parties
at the addresses set forth below.
If to the Sub-Adviser:
Salomon Brothers Asset Management Inc
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: General Counsel
If to the Adviser:
Transamerica Fund Advisors, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
or to such other address as to which the recipient shall have informed the other
party in writing.
Unless specifically provided elsewhere, notice given as provided above
shall be deemed to have been given, if by personal delivery, on the day of such
delivery, and, if by facsimile and mail, on the date on which such facsimile is
sent or mail.
15. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
The parties hereto caused their duly authorized signatories to execute this
Agreement as of the day and year first written above.
Transamerica Fund Advisors, Inc.
By Date
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive Officer
Salomon Brothers Asset Management, Inc.
By Date
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Name:
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Title:
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SCHEDULE A
PORTFOLIO ANNUAL PERCENTAGE OF MONTHLY AVERAGE DAILY NET ASSETS
--------- -----------------------------------------------------
SALOMON ALL CAP 0.30% of the first $20 million of the Portfolio's average
daily net assets;
0.50% of the next $20 - $100 million of average daily net
assets; and
0.40% of average daily net assets over $100 million*
* The fees payable for this portfolio will be based upon the average daily
net assets, on a combined basis, for both the Salomon All Cap portfolio and
the TA IDEX Salomon All Cap fund.
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