Exhibit 23(d)(2)(hhh)
Amendment to Asset Allocation Management Agreement - TA IDEX Multi-Manager
Alternative Strategies
AMENDMENT #2 TO ASSET ALLOCATION
MANAGEMENT AGREEMENT
This Amendment (the "Amendment") effective December 28, 2006 to the Asset
Allocation Management Agreement dated April 1, 2005, as previously amended (the
"Agreement"), by and between Morningstar Associates, LLC, a Delaware limited
liability company with its principal offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Manager") and Transamerica Fund Advisors, Inc., a Florida
corporation ("TFAI"), investment adviser for Transamerica IDEX Mutual Funds
("Transamerica IDEX"), a Delaware statutory trust of the series type registered
under the Investment Company Act of 1940 as an open-end management investment
company.
WHEREAS, the Agreement provides, among other things, that an amendment to
the Agreement requires an affirmative vote of a majority of the Trustees of
Transamerica IDEX, including a majority of the Independent Board Members; and
WHEREAS, as a meeting of the Transamerica IDEX Trustees held on July 19,
2006, the Trustees approved this Amendment in accordance with the terms of the
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Manager and TFAI agree to amend the Agreement as to the
following respects only:
1. The second paragraph of the recitals to the Agreement is hereby
stricken and replaced with the following text:
WHEREAS, TFAI has entered into an Investment Advisory Agreement with
Transamerica IDEX to provide investment advisory services to six (6)
series of Transamerica IDEX; the TA IDEX Asset Allocation -
Conservative Portfolio, TA IDEX Asset Allocation - Moderate
Portfolio, TA IDEX Asset Allocation - Moderate Growth Portfolio, TA
IDEX Asset Allocation - Growth Portfolio, TA IDEX Multi-Manager
International Fund and TA IDEX Multi-Manager Alternative Strategies
Fund (together, the "Asset Allocation Funds").
2. The Compensation section of the Agreement is hereby stricken and
replaced with the following text:
Compensation
For its services to the TA IDEX Asset Allocation - Conservative Portfolio, TA
IDEX Asset Allocation - Moderate Portfolio, TA IDEX Asset Allocation - Moderate
Growth Portfolio, TA IDEX Asset Allocation - Growth Portfolio, TA IDEX
Multi-Manager International Fund, TFAI, and not Transamerica IDEX, will pay
Manager the following compensation, computed daily and payable monthly and
prorated for any month during which this Agreement is not in force:
0.10% of the average daily net assets of the 5 Asset Allocation Fund Portfolios
listed above.
For its services to the TA IDEX Multi-Manager Alternative Strategies Fund (the
"Alternative Strategies Fund"), TFAI, and not Transamerica IDEX, will pay
Manager the following
compensation, computed daily and payable monthly and prorated for any month
during which this Agreement is not in force:
ASSETS UNDER MANAGEMENT BASIS POINT FEE
$0 to $500,000,000 0.20% of that portion of average daily net
assets of the Alternative Strategies Fund
500,000,001 to $1,000,000,000 0.19% of that portion of average daily net
assets of the Alternative Strategies Fund
Over $1,000,000,000 0.18% of that portion of average daily net
assets of the Alternative Strategies Fund
In addition, TFAI will reimburse Manager for any of its reasonable
disbursements directly related to this Agreement, such as travel expenses and
transportation, which reimbursements shall be made within thirty (30) days of
receipt of an invoice in good order from Manager. Manager acknowledges and
agrees that all requests for reimbursement shall be billed to TFAI at Manager's
actual cost. Manager agrees that any airfare charges will be billed at standard
coach rates.
TFAI and Transamerica IDEX will bear their own expenses, including but not
limited to those expenses allocated to TFAI or Transamerica IDEX in this
Agreement, all proxy voting expenses and brokers' and underwriting commissions,
if any, chargeable to Transamerica IDEX in connection with the Manager's
provision of services.
CONTRACT APPROVAL AND TERMINATION
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The Contract Approval and Termination provision of the Agreement shall remain
unchanged, except that the Agreement shall be deemed to become effective with
respect to the Alternative Strategies Fund on the date of this Amendment.
Capitalized terms used herein and not otherwise defined are used herein as
defined in the Agreement. All other terms and provisions of the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date set forth above.
Morningstar Associates, LLC Transamerica Fund Advisors, Inc.
Signature: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Signature: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President Title: President and Chief Executive
----------------------------- Officer
Date: 10-20-06 Date: 10/20/06
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