Exhibit 23(d)(1)(pp)
Revised Investment Advisory Agreement (including Amendment) - TA IDEX UBS
Large Cap Value
INVESTMENT ADVISORY AGREEMENT
TRANSAMERICA IDEX MUTUAL FUNDS
This Agreement, entered into as of June 15, 2004 between Transamerica IDEX
Mutual Funds, a Massachusetts business trust (referred to herein as the "Trust")
and AEGON/Transamerica Fund Advisers, Inc., a Florida corporation (referred to
herein as "ATFA"), to provide certain management and advisory services to
certain series of shares of beneficial interest in the Trust as listed on the
attached Schedule A to this Agreement (each a "Fund," collectively the "Funds").
The Trust is registered as an open-end investment company registered under
the Investment Company Act of 1940 ("1940 Act"), and consists of more than one
series of shares, including the Funds. In managing the Funds, as well as in the
conduct of certain of its affairs, the Trust wishes to have the benefit of the
investment advisory services of ATFA and its assistance in performing certain
management, administrative and promotional functions. ATFA 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. The Trust hereby appoints ATFA as the Trust's investment
adviser and administrator for the period and on the terms set forth in this
Agreement. ATFA accepts such appointment and agrees to render or cause to be
rendered the services set forth for the compensation herein specified. In all
matters relating to the performance of this Agreement, ATFA will act in
conformity with the Trust's Declaration of Trust, Bylaws and current
registration statement applicable to the Funds as it may be supplemented from
time to time, and with the instructions and direction of the Board of Trustees
of the Trust, and will conform to and comply with the 1940 Act and all other
applicable federal or state laws and regulations.
2. INVESTMENT ADVISORY SERVICES. In its capacity as investment adviser to
the Trust, ATFA shall have the following responsibilities:
(a) to provide a continuous investment program for each Fund including
advice as to the acquisition, holding or disposition of any or all of the
securities or other assets which the Funds may own or contemplate acquiring from
time to time, consistent with the Trust's Declaration of Trust and each Fund's
investment objective and policies adopted and declared by the Board of Trustees
and stated in the Funds' current Prospectus;
(b) to cause the officers of ATFA to attend meetings and furnish oral or
written reports, as the Trust may reasonably require, in order to keep the
Trustees and appropriate officers of the Trust fully informed as to the
conditions of the investment securities of the Funds, the investment
recommendations of ATFA, and the investment considerations which have given rise
to those recommendations; and
(c) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Trust, including the selection of brokers and
dealers to execute such transactions, consistent with paragraph 8 hereof.
It is understood and agreed that ATFA intends to enter into Sub-Advisory
Agreements with various sub-advisers for the Funds listed on Schedule A pursuant
to which ATFA may delegate some or all of its responsibilities under this
Section 2. The compensation to be paid to each sub-adviser for such services
shall be set forth in each Sub-Advisory Agreement; provided, however, that each
such Agreement shall be approved by the Board of Trustees, including a majority
of the Trustees who are not parties to the Sub-Advisory Agreements or interested
persons (within the meaning of Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of any such
party (the "Disinterested Trustees"), and by the holders of the outstanding
voting securities of each of the Funds in accordance with the requirements of
Section 15 of the 1940 Act, and shall otherwise be subject to, and contain such
provisions as shall be required by, the 1940 Act.
3. MANAGEMENT AND ADMINISTRATIVE SERVICES. ATFA shall furnish or make
available to the Funds the services of executive and management personnel to
supervise the performance of all administrative, record-keeping, shareholder
relations, regulatory reporting and compliance, and all other functions of the
Funds, including supervising and coordinating the services of the Funds'
custodian and transfer agent. ATFA shall also assist in the preparation of
reports to shareholders of the Funds and prepare sales literature promoting sale
of the Funds' shares as requested by the Trust.
4. ALLOCATION OF EXPENSES. During the term of this Agreement, each Fund
will bear all expenses not expressly assumed by ATFA incurred in the operation
of each Fund and the offering of its shares. Without limiting the generality of
the foregoing:
(a) Each Fund shall pay (i) fees payable to ATFA pursuant to this
Agreement; (ii) the cost (including brokerage commissions, if any) incurred in
connection with purchases and sales of each 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
a 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 each Fund, including costs for local
representation in Massachusetts and fees 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 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 ATFA); (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 Funds;
(b) ATFA shall pay (i) all expenses incurred by it in the performance of
its duties under this Agreement; and (ii) compensation, fees and expenses of
officers and Trustees of the Trust, except for such Trustees who are not
interested persons (as defined in the ▇▇▇▇ ▇▇▇) of ATFA;
(c) If, for any fiscal year, the total expenses of a Fund, including, but
not limited to: the fees to ATFA, compensation to its custodian, transfer agent,
registrar, auditors and legal counsel, printing expense, and fees, compensation
and expenses to Trustees who are not interested persons, exceed any expense
limitation imposed by applicable state law, ATFA shall reimburse a Fund for such
excess in the manner and to the extent required by applicable state law;
provided, however, that ATFA shall reimburse each Fund for the amount of such
expenses which exceed the expense cap of the Fund's average daily net assets as
listed in Schedule A attached to this Agreement. For purposes of this
sub-paragraph, "total expenses" shall not include interest, taxes, litigation
expenses, brokerage commissions or other costs incurred in acquiring or
disposing of any of a Fund's portfolio securities, expenses incurred pursuant to
a Fund's Plan of Distribution under Rule 12b-1 of the 1940 Act, or any costs
arising other than in the ordinary and necessary course of a Fund's business.
5. OBLIGATIONS OF TRUST. The Trust shall have the following obligations
under the Agreement:
(a) to keep ATFA continuously and fully informed as to the composition of
its investment portfolio of each Fund and the nature of all of its assets and
liabilities from time to time;
(b) to furnish ATFA with a certified copy of any financial statement or
report prepared for a Fund by certified or independent public accountants, and
with copies of any financial statements or reports made to its shareholders or
to any governmental body or securities exchange;
(c) to furnish ATFA with any further materials or information which ATFA
may reasonably request to enable it to perform its functions under this
Agreement; and
(d) to compensate ATFA for its services in accordance with the provisions
of Section 6 hereof.
6. COMPENSATION. Each Fund shall pay to ATFA for its services a fee,
computed daily and paid monthly, payable on the last day of each month during
which or part of which this Agreement is in effect, as set forth in Schedule A
attached to this Agreement, as it may be amended from time to time in accordance
with Section 15 below. For the month during which this Agreement becomes
effective and the month during which it terminates, however, there shall be an
appropriate pro-ration of the fee payable for such month based on the number of
calendar days of such month during which this Agreement is effective.
7. TREATMENT OF INVESTMENT ADVICE. With respect to a Fund, the Fund shall
retain full control over its own investment policies. However, the Trustees of
the Trust may delegate to the appropriate officers of the Trust, or to a
committee of Trustees, the power to authorize purchases, sales or other actions
affecting each Fund in the interim between meetings of the Trustees, provided
such action is consistent with the established investment policy of the Trustees
and is reported to the Trustees at their next meeting.
8. BROKERAGE COMMISSIONS. For purposes of this Agreement, brokerage
commissions paid by a Fund upon the purchase or sale of its portfolio securities
shall be considered a cost of securities of the Fund and shall be paid by the
Fund. ATFA is authorized and directed to place a Fund's securities transactions,
or to delegate to each sub-adviser the authority and direction to place a Fund's
securities transactions, only with brokers and dealers who render satisfactory
service in the execution of orders at the most favorable prices and at
reasonable commission rates; provided, however, that ATFA or each sub-adviser,
may pay a broker or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if ATFA or each sub-adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer viewed in terms of either that particular transaction or the
overall responsibilities of ATFA or each sub-adviser. Notwithstanding the
foregoing, the Trust shall retain the right to direct the placement of all
securities transactions of each Fund, and the Trustees may establish policies or
guidelines to be followed by ATFA and each sub-adviser in placing portfolio
transactions for each Fund pursuant to the foregoing provisions. ATFA shall
report on the placement of portfolio transactions each quarter to the Trustees
of the Trust.
9. PURCHASES BY AFFILIATES. Neither ATFA nor any officer or Director
thereof shall take a long or short position in the securities issued by the
Funds. This prohibition, however, shall not prevent the purchase from a Fund of
shares issued by the Fund on behalf of the Trust, by the officers or Directors
of ATFA (or by deferred benefit plans established for their benefit) at the
current price available to the public, or at such price with reductions in sales
charge as may be permitted by the Fund's current prospectus, in accordance with
Section 22(d) of the 1940 Act.
10. TERM. This Agreement shall continue in effect, 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 of the Trust 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 the
terms of such renewal, and by either the Trustees of the Trust or the
affirmative vote of a majority of the Fund's outstanding voting securities (as
defined in Section 2(a)(42) of the 1940 Act).
11. TERMINATION. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust, or with respect to a Fund, by the
shareholders of such Fund acting by vote of at least a majority of its
outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act),
provided in either case that 60 days' written notice of termination be given to
ATFA at its principal place of business. This Agreement may be terminated by
ATFA at any time by giving 60 days' written notice of termination to the Trust,
addressed to its principal place of business.
12. USE OF NAME. If this Agreement is terminated and ATFA no longer serves
as investment adviser to the Funds, ATFA reserves the right to withdraw from the
Trust the use of the name "Transamerica IDEX" with respect to the Funds or any
name misleadingly implying a continuing relationship between the Funds and ATFA
or any of its affiliates.
13. LIABILITY OF ATFA. ATFA may rely on information reasonably believed by
it to be accurate and reliable. Except as may otherwise be provided by the 1940
Act, neither ATFA nor its officers, directors, employees or agents shall be
subject to any liability to the Trust or the Funds or any shareholder of the
Funds 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 duties or
by reason of reckless disregard of its obligations and duties under this
Agreement.
14. ASSIGNMENT. This Agreement shall terminate automatically in the event
of its assignment (as the term is defined in Section 2(a)(4) of the 1940 Act).
15. AMENDMENTS. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities (as defined
in Section 2(a)(42) of the ▇▇▇▇ ▇▇▇) of each affected Fund and the approval by
the vote of a majority of Trustees of the Trust 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 by the 1940 Act.
16. PRIOR AGREEMENTS. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this Agreement.
17. LIMITATION OF LIABILITY. A copy of the Trust's Declaration of Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed on behalf of the Trustees as
Trustees of the Trust and not individually, and that the obligations under this
Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Trust individually, but binding only upon the assets
and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized signatories as of the date and year first above
written.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: By:
--------------------------------- ------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇ ▇. Day
Title: Senior Vice President Title: Senior Vice President
ATTEST: TRANSAMERICA IDEX MUTUAL FUNDS
By: By:
--------------------------------- ------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇ ▇. Day
Title: Senior Vice President Title: Senior Vice President
INVESTMENT ADVISORY AGREEMENT
SCHEDULE A
AS OF MARCH 1, 2005
FUND INVESTMENT ADVISER COMPENSATION EXPENSE CAP TERMINATION DATE
---- ------------------------------- ----------- ----------------
TA IDEX EVERGREEN INTERNATIONAL SMALL 1.07% of the first $250 million of the 1.32% March 31, 2006
CAP Fund's average daily net assets; and
1.00% of the Fund's average daily net
assets over $250 million.
TA IDEX ▇▇▇▇▇▇▇ INTERNATIONAL GROWTH 1.06% of the first $300 million of the 1.31% March 31, 2006
Fund's average daily net assets; 1.01%
of the Fund's average daily net assets
from $300 million to $400 million; 0.96%
of the Fund's average daily net assets
from $400 million up to $1 billion; and
0.91% of the Fund's average daily net
assets over $1 billion.
TA IDEX TRANSAMERICA SHORT-TERM BOND 0.65% of the first $250 million of the 0.85% March 31, 2006
Fund's average daily net assets; 0.60%
of the Fund's average daily net assets
over $250 million up to $500 million;
0.575% of the Fund's average daily net
assets over $500 million up to $1
billion; and 0.55% of the Fund's average
daily net assets over $1 billion.
TA IDEX UBS LARGE CAP VALUE 0.85% of the first $200 million of the 1.05% March 31, 2006
Fund's average daily net assets; 0.80%
of
the Fund's average daily net assets
over $200 million up to $750 million;
0.75% of the Fund's average daily net
assets over $750 million up to $1
billion; and 0.70% of the Fund's average
daily net assets over $1 billion.
TA IDEX ▇▇▇ ▇▇▇▇▇▇ EMERGING MARKETS 0.95% of the first $250 million of the 1.15% March 31, 2006
DEBT Fund's average daily net assets; 0.90%
of the Fund's average daily net assets
over $250 million up to $500 million;
and 0.80% of the Fund's average daily
net assets over $500 million.
TA IDEX ▇▇▇ ▇▇▇▇▇▇ SMALL COMPANY 0.95% of the first $500 million of the 1.15% March 31, 2006
GROWTH Fund's average daily net assets; and
0.85% of the Fund's average daily net
assets over $500 million.
TA IDEX ▇.▇. ▇▇▇▇▇▇ MID CAP VALUE 0.85% of the first $100 million of the 1.05% March 31, 2006
Fund's average daily net assets; and
0.80% of the Fund's average daily net
assets over $100 million
TA IDEX MERCURY LARGE CAP VALUE 0.80% of the first $250 million of the 1.00% March 31, 2006
Fund's average daily net assets; 0.775%
of the Fund's average daily net assets
over $250 million up to $750 million;
and 0.75% of the Fund's average daily
net assets over $750 million.
TRANSAMERICA IDEX MUTUAL FUNDS
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT is made as of January 1, 2006 to the Investment Advisory
Agreement dated as of June 15, 2004, as amended (the "Agreement"), between
Transamerica IDEX Mutual Funds and Transamerica Fund Advisors, Inc. (formerly,
AEGON/Transamerica Fund Advisers, Inc.), on behalf of TA IDEX UBS Large Cap
Value. In consideration of the mutual covenants contained herein, the parties
agree as follows:
COMPENSATION. Any reference to compensation of TA IDEX UBS LARGE CAP VALUE is
now revised to reflect the following Advisory Fees:
0.82% of the first $200 million of average daily net assets; 0.76% over $200
million up to $400 million; 0.74% over $400 million up to $750 million; 0.71%
over $750 million up to $1 billion; 0.67% over $1 billion up to $1.5 billion;
and 0.62% in excess of $1.5 billion
Any reference to compensation of TA IDEX EVERGREEN INTERNATIONAL SMALL CAP, TA
IDEX ▇▇▇▇▇▇▇ INTERNATIONAL GROWTH, TA IDEX TRANSAMERICA SHORT-TERM ▇▇▇▇, ▇▇ IDEX
▇▇▇ ▇▇▇▇▇▇ EMERGING MARKETS DEBT, TA IDEX ▇▇▇ ▇▇▇▇▇▇ SMALL COMPANY GROWTH, TA
IDEX ▇.▇. ▇▇▇▇▇▇ MID CAP VALUE AND TA IDEX MERCURY LARGE CAP VALUE remains the
same.
In all other respects, the Investment Advisory Agreement dated as of June 15,
2004, as amended, is confirmed and remains in full force and effect.
The parties hereto have caused this amendment to be executed as of January 1,
2006.
TRANSAMERICA FUND ADVISORS, INC.
By:
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Name: T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
Title: Vice President
TRANSAMERICA IDEX MUTUAL FUNDS
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
