INVESTMENT SUBADVISORY AGREEMENT NEUBERGER BERMAN MANAGEMENT LLC
Exhibit 23(d)(2)(zz)
Exhibit 23(d)(2)(zz)
Sub-Advisory Agreement – Transamerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ International dated May 4, 2009
Sub-Advisory Agreement – Transamerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ International dated May 4, 2009
INVESTMENT SUBADVISORY AGREEMENT
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT LLC
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT LLC
This Agreement, dated May 4, 2009 (the “Effective Date”), is by and between Transamerica Asset
Management, Inc., a Florida corporation (referred to herein as “TAM”) and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Management LLC, a New York limited liability company (referred to herein as the “Subadviser”).
TAM is the investment adviser to Transamerica Funds (the “Trust”), an open-end investment
company registered under the Investment Company Act of 1940 (collectively with the rules and
regulations promulgated thereunder and any exemptive orders thereunder, the “1940 Act”). TAM
wishes to engage the Subadviser to provide certain investment advisory services to each series of
the Trust listed on Schedule A hereto (the “Fund”). The Subadviser desires to furnish
services for the Trust and to perform the functions assigned to it under this Agreement for the
considerations provided. Accordingly, the parties have agreed as follows:
1. Appointment. In accordance with the Investment Advisory Agreement between the Trust and
TAM (the “Advisory Agreement”), TAM hereby appoints the Subadviser to act as subadviser with
respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser
accepts such appointment and agrees to render or cause to be rendered the services set forth for
the compensation herein specified.
2. Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have
the following responsibilities:
| (a) | Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. | ||
| (b) | The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer including any broker or dealer affiliated with the Subadviser, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio |
| transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. | |||
| (c) | The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. | ||
| (d) | Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Funds or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. | ||
| (e) | The Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. |
3. Activities of the Subadviser. Nothing in this Agreement shall limit or restrict the right
of any director, officer, or employee of the Subadviser 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, nor to limit or restrict the right of
the Subadviser to engage in any other business or to render services of any kind, including
investment advisory and management services, to any other fund, firm, individual or association.
If the purchase or sale of securities for the Fund and one or more other accounts of the Subadviser
is considered at or about the same time, transactions in such securities will be allocated among
the accounts in a manner deemed equitable by the Subadviser. Such transactions may be combined, in
accordance with applicable laws and regulations, and consistent with the Subadviser’s policies and
procedures as presented to the Board from time to time.
4. Allocation of Charges and Expenses. During the term of this Agreement, the Fund will bear
all expenses not expressly assumed by TAM or the Subadviser incurred in the operation of the Fund
and the offering of its shares. Without limiting the generality of the foregoing:
| (a) | The Fund shall pay (i) fees payable to TAM pursuant to the Advisory Agreement; (ii) the cost (including brokerage commissions, if any) incurred in connection with purchases and sales of the Fund’s portfolio securities; (iii) expenses of organizing the Fund; (iv) filing fees and expenses relating to registering and qualifying and maintaining the registration and qualification of the Fund’s shares for sale under federal and state securities laws; (v) its allocable share of the compensation, fees and reimbursements paid to the Trust’s non-interested Trustees; (vi) custodian and transfer agent fees; (vii) legal and accounting expenses allocable to the Fund, including costs |
| for local representation in the Trust’s jurisdiction of organization and fees and expenses of special counsel, if any, for the independent Trustees; (viii) all federal, state and local tax (including stamp, excise, income and franchise taxes) and the preparation and filing of all returns and reports in connection therewith; (ix) cost of certificates, if any, and delivery to purchasers; (x) expenses of preparing and filing reports with federal and state regulatory authorities; (xi) expenses of shareholders’ meetings and of preparing, printing and distributing proxy statements (unless otherwise agreed to by the Trust and TAM); (xii) costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; (xiii) any costs, expenses or losses arising out of any liability of, or claim for damage or other relief asserted against, the Trust for violation of any law; (xiv) expenses of preparing, typesetting and printing prospectuses and supplements thereto for existing shareholders and of reports and statements to shareholders; (xv) fees and expenses in connection with membership in investment company organizations and 12b-1 fees; and (xvi) any extraordinary expenses incurred by the Trust on behalf of the Fund. | |||
| (b) | TAM shall pay all expenses incurred by it in the performance of its duties under this Agreement. TAM shall also pay all fees payable to the Subadviser pursuant to this Agreement. | ||
| (c) | The Subadviser shall pay all expenses incurred by it in the performance of its duties under this Agreement. The Subadviser shall authorize and permit any of its directors, officers and employees, who may be elected as Trustees or officers of the Trust, to serve in the capacities in which they are elected, and shall pay all compensation, fees and expenses of such Trustees and officers. |
5. Obligation to Provide Information. Each party’s obligation to provide information shall be
as follows:
| (a) | TAM shall cause the Subadviser to be kept fully informed at all times with regard to the securities owned by the Fund, its funds available, or to become available, for investment, and generally as to the condition of the Fund’s affairs. TAM shall furnish the Subadviser with such other documents and information with regard to the Fund’s affairs as the Subadviser may from time to time reasonably request. TAM will furnish Subadviser with the Fund’s registration statement under the 1940 Act and the Securities Act of 1933, on Form N-1A, as filed with the SEC and all amendments thereto as soon as practicable after such registration statements become available. | ||
| (b) | The Subadviser, at its expense, shall supply the Board, the officers of the Trust and TAM with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder, including such information the Fund’s Chief Compliance Officer reasonably believes necessary for compliance with Rule 38a-1 under the 1940 Act. |
6. Compensation of the Subadviser. As compensation for the services performed by the
Subadviser, TAM shall pay the Subadviser out of the advisory fee it receives with respect to the
Fund, and only to the extent thereof, as promptly as possible after the last day of each month, a
fee, computed daily at an annual rate set forth opposite the Fund’s name on Schedule A annexed
hereto. The first payment of the fee shall be made as promptly as possible at the end of the month
succeeding the Effective Date of this Agreement, and shall constitute a full payment of the fee due
the Subadviser for all services prior to that date. If this Agreement is terminated as of any date
not the last day of a month, such fee shall be paid as promptly as possible after such date of
termination, shall be based on the average daily net assets of the Fund or, if less, the portion
thereof comprising the Allocated Assets, in that period from the beginning of such month to such
date of termination, and shall be that proportion of such average daily net assets as the number of
business days in such period bears to the number of business days in such month. The average daily
net assets of the Fund, or portion thereof comprising the Allocated Assets, shall in all cases be
based only on business days and be computed as of the time of the regular close of business of the
New York Stock Exchange, or such other time as stated in the Fund’s then-current Prospectus or as
may be determined by the Board.
7. Compensation of Trustees, Officers and Employees. No Trustee, officer or employee of the
Trust or the Fund shall receive from the Trust or the Fund any salary or other compensation as such
Trustee, officer or employee while he is at the same time a director, officer, or employee of the
Subadviser or any affiliated company of the Subadviser, except as the Board may decide. This
paragraph shall not apply to Trustees, executive committee members, consultants and other persons
who are not regular members of the Subadviser’s or any affiliated company’s staff.
8. Term. This Agreement shall continue in effect with respect to the Fund, unless sooner
terminated in accordance with its terms, for two years from its Effective Date, and shall continue
in effect from year to year thereafter, provided such continuance is specifically approved at least
annually by the vote of a majority of the Trustees who are not parties hereto or interested persons
of any such party, cast in person at a meeting called for the purpose of voting on the approval of
the terms of such renewal, and by either the Board or the affirmative vote of a majority of
outstanding voting securities of that Fund.
9. Termination. This Agreement may be terminated with respect to the Fund at any time,
without penalty, by the Board or by the shareholders of the Fund acting by vote of at least a
majority of its outstanding voting securities. The Subadviser may terminate the Agreements only
upon giving 90 days’ advance written notice to TAM and the Fund. This Agreement shall terminate
automatically in the event of its assignment by the Subadviser and shall not be assignable by TAM
without the consent of the Subadviser. For the avoidance of doubt, it is understood that this
Agreement may be amended, terminated or not renewed as to one or more Funds without affecting the
other Funds hereunder.
10. Use of Name. If this Agreement is terminated with respect to the Fund and the Subadviser
no longer serves as subadviser to the Fund, the Subadviser reserves the right to withdraw from the
Trust the right to the use of its name with respect to that Fund or any name misleadingly implying
a continuing relationship between the Fund and the Subadviser or any of its affiliates.
Neither the Fund nor TAM shall use the Sub-Adviser’s name or logo in promotional or sales
related materials prepared by or on behalf of TAM or the Fund, without prior review and approval by
the Sub-Adviser, which may not be unreasonably withheld.
11. Liability of the Subadviser. The Subadviser may rely on information reasonably believed
by it to be accurate and reliable. The Subadviser assumes no responsibility under this Agreement
other than to render the services called for hereunder, in good faith, and shall not be liable for
any error of judgment or mistake of law, or for any loss arising out of any investment or for any
act or omission in the execution of securities transactions for the Fund, provided that nothing in
this Agreement shall protect the Subadviser against any liability to TAM or the Fund to which the
Subadviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of its reckless disregard of its
obligations and duties hereunder. As used in this Section 11, the term the “Subadviser” shall
include any affiliates of the Subadviser performing services for the Trust or the Fund contemplated
hereby and the partners, shareholders, directors, officers and employees of the Subadviser and such
affiliates.
12. Meanings of Certain Terms. For the purposes of this Agreement, the Fund’s “net assets”
shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional
Information and the terms “assignment,” “interested person,” and “majority of the outstanding
voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject
to such exemptions as may be granted by the SEC by any rule, regulation or order.
13. Amendments. No provision of this Agreement may be changed, waived, discharged or
terminated orally with respect to the Fund, but only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or termination is sought. No
material amendment of the Agreement shall be effective with respect to the Fund until approved, if
so required by the 1940 Act, by vote of the holders of a majority outstanding voting securities of
that Fund. Schedule A hereto may be amended at any time to add additional series of the Trust as
agreed by the Trust, TAM and the Subadviser.
14. Books and Records. The Subadviser agrees that it will keep records relating to its
services hereunder in accordance with all applicable laws, and in compliance with the requirements
of Rule 31a-3 under the 1940 Act, the Subadviser hereby agrees that any records that it maintains
for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any
of such records upon the Fund’s request. The Subadviser further agrees to arrange for the
preservation of the records required to be maintained by Rule 31a-1 under the 1940 Act for the
periods prescribed by Rule 31a-2 under the 1940 Act.
15. Confidentiality. Subject to the duties of the Adviser, the Trust and the Subadviser to
comply with applicable law, including any demand of any regulatory or taxing authority having
jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all
information pertaining to the Fund and the actions of the Subadviser, the Adviser and the Fund in
respect thereof; except to the extent:
(a) Authorized. The Adviser or the Trust has authorized such disclosure;
(b) Court or Regulatory Authority. Disclosure of such information is expressly required or
requested by a court or other tribunal o f competent jurisdiction or applicable federal or state
regulatory authorities;
(c) Publicly Known Without Breach. Such information becomes known to the general public
without a breach of this Agreement or a similar confidential disclosure agreement regarding such
information;
(d) Already Known. Such information already was known by the party prior to the date hereof;
16. Miscellaneous. This Agreement embodies the entire agreement and understanding between the
parties hereto, and supersedes all prior agreements and understandings relating to the subject
matter hereof. Should any part of this Agreement be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding on and shall inure to the benefit of the parties hereto and their
respective successors.
17. Governing Law. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Florida and the applicable provisions of the
1940 Act.
[signature page to follow]
The parties hereto have caused this Agreement to be executed by their duly authorized
signatories as of the date and year first above written.
| TRANSAMERICA ASSET MANAGEMENT, INC. | ||||||
| By: Name: |
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|||||
| Title: | Senior Vice President and Chief Investment Officer | |||||
| ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT LLC | ||||||
| By: Name: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
|
|||||
| Title: | President | |||||
Schedule A
| Fund | Investment Subadvisory Fee | |
Transamerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ International
|
0.50% of the first $100 million of average daily net assets; and | |
| 0.45% of average daily net assets in excess of $100 million. |