Exhibit 23 (d) Form of Investment Advisory and Administrative Services Agreement
between Transamerica Investors, Inc. and Transamerica Investment Services, Inc.
TRANSAMERICA INVESTORS, INC.
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 23rd day of March 2000, by
and between TRANSAMERICA INVESTORS, INC., a corporation organized and existing
under the laws of the State of Maryland (the "CORPORATION"),TRANSAMERICA
INVESTMENT MANAGEMENT, LLC, a limited liability company organized and existing
under the laws of the State of Delaware (the "Adviser") and TRANSAMERICA
INVESTMENT SERVICES, INC., a corporation organized and existing under the laws
of the State of Delaware (the "Sub-Adviser").
WHEREAS, the Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares, each pursuing its
investment objectives through separate investment policies;
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and engages in
the business of providing investment advisory services;
WHEREAS, the Corporation desires to retain the Adviser to render
investment management and administrative services with respect to its Premier
Equity Fund, Premier Index Fund, Premier Bond Fund, Premier Balanced Fund,
Premier Cash Reserve Fund, Premier Aggressive Growth Fund, Premier Small Company
Fund, Premier High Yield Bond Fund, Premier Value Fund and such other funds as
the Corporation may establish in the future (the "Funds");
WHEREAS, the Adviser is willing to render such services;
WHEREAS, the Sub-Adviser is registered as an investment adviser under
the Advisers Act and provides the Adviser with certain investment research and
other information and services pursuant to an investment services agreement (the
"Services Agreement") and in this regard serves as sub-adviser to the Funds; and
WHEREAS, the Sub-Adviser is willing to render such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:
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I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER
The Adviser is hereby appointed to serve as the investment adviser to
the Funds, to provide the investment advisory and administrative services set
forth in Section II of this Agreement, subject to the terms of this Agreement
and the policies and control of the Corporation's Board of Directors (the
"Board"). The Adviser hereby accepts such employment.
In the event that the Corporation establishes one or more series other
than the Funds with respect to which it desires to retain the Adviser to serve
as investment adviser hereunder, the Corporation will notify the Adviser in
writing. If the Adviser is willing to render such services under this Agreement,
it will so notify the Corporation in writing, whereupon such series will become
a "Fund" hereunder and will be subject to the provisions of this Agreement to
the same extent as the current Funds except to the extent that such provision
(including those relating to the compensation payable by such Fund to the
Adviser) are modified with respect to such Fund in writing by the Corporation
and the Adviser at the time.
It is understood and agreed that the Adviser will enter into an
Administrative Services Agreement with Transamerica Investment Services, Inc.
(in such capacity, the "Administrator") under which the Administrator will
furnish management and administrative personnel and services to assist the
Adviser in carrying out its responsibilities under this Agreement including,
without limitation, the responsibilities under Sections II.A., II.B., II.C.,
II.D., II.E., II.F. and II.L. of this Agreement, subject to the provisions of
the 1940 Act and the Advisers Act. It is understood and agreed that the
Administrator may enter into a Sub-Administration Agreement with State Street
Bank and Trust Company or other entities (the "Sub-Administrators") under which
the Sub-Administrators will furnish certain administrative services to assist
the Administrator in carrying out its responsibilities under its Administrative
Services Agreement, subject to the provisions of the 1940 Act and the Advisers
Act.
The Adviser shall, for all purposes herein, be deemed to be an
independent contractor and shall have, unless otherwise expressly provided or
authorized, no authority to act for or represent the Corporation in any way or
otherwise be deemed an agent for the Corporation.
The Adviser shall, for purposes of this Agreement, have and exercise
full investment discretion and authority to act as agent for the Corporation in
buying, selling or otherwise disposing of or managing the Corporation's
investments, subject to the supervision of the Board.
II. DUTIES OF THE ADVISER
The Corporation employs the Adviser:
A. to supervise all aspects of the operations of the Corporation
and each Fund, including the supervision and coordination of
transfer agency, custodial and accounting services; provided
however, that nothing herein shall be deemed to relieve or
deprive the Board of its responsibilities for and control of
the conduct of the affairs of the Corporation and each Fund;
B. to provide the Corporation and each Fund with such corporate,
administrative and clerical personnel (including officers of the
Corporation), and services as are reasonably deemed necessary or
advisable by the Board, including the maintenance of certain
books and records of the Corporation and each Fund;
C. to arrange for the periodic preparation, updating, filing and
distribution (as applicable) of the Corporation's registration
statement, proxy material, tax returns and required reports to
each Fund's shareholders and the Securities and Exchange
Commission (the "Commission") and other appropriate federal and
state regulatory authorities;
D. to provide the Corporation and each Fund with, or obtain for it,
adequate office space and all necessary office equipment and
services, including telephone service, heat, utilities,
stationery supplies and similar items;
E. to perform other administrative functions for the Corporation as
the Board may deem necessary and appropriate including:
1. computation and publication of each Fund's daily net asset value
and daily income;
2. computation of each Fund's yields and total returns;
3. schedule, plan agendas for, and conduct meeting of the directors
and shareholders;
4. coordinate the efforts of the Corporation's auditors;
5. maintain corporate records not otherwise maintained by the
Corporation's custodian, transfer agent, or accounting agent;
6. monitor state and federal laws as they may apply to the
Corporation and the Funds;
7. prepare for execution and file all the Corporation's federal,
state and local tax returns and required tax filings other than
those required to be made by the Corporation's custodian and
transfer agent; and
8. coordinate the efforts of attorneys providing legal advice
relating to the Corporation;
F. to maintain the Corporation's existence, and during such times as
the shares of the Corporation are publicly offered, maintain the
registration and qualification of the Corporation's shares under
federal and state law;
G. to obtain and evaluate pertinent information about significant
developments, including economic, statistical and financial
data, domestic, foreign or otherwise, whether affecting the
economy generally or the Funds in particular, whether
concerning the individual issuers of the securities included
in the Funds or the activities in which the issuers engage, or
whether concerning the securities that the Adviser considers
desirable for inclusion in the Fund;
H. to determine in its discretion which issuers and securities are
to be owned or held in the Funds and to report thereon to the
Board;
I. to formulate and implement a continuous investment program for
each Fund and regularly report thereon to the Board;
J. to give instructions to the custodian and/or sub-custodian of the
Corporation appointed by the Board, as to deliveries of
securities, transfer of currencies or payments of cash for the
account of the Corporation, in relation to the matters
contemplated by this Agreement;
K. to take, on behalf of the Corporation, all actions which appear
to the Corporation and the Funds necessary to effect the purchase
and sale of securities for the Corporation and the supervisory
functions listed above, including the placing of orders for the
purchase and sale of securities for the Funds; and
L. to arrange for the periodic preparation, updating, filing and
distribution (as applicable) of the Corporation's state
registration statements.
III. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF THE ADVISER AND SUB-ADVISER
The Adviser and Sub-Adviser each hereby represents and warrants to the
Corporation as follows:
1. Due Organization. Each of the Adviser and Sub-Adviser is duly
organized and is in good standing under the laws
of the State of Delaware and each is fully authorized to enter
into this Agreement and carry out its duties and obligations
hereunder.
2. Registration. Each of the Adviser and Sub-Adviser is registered
as an investment adviser with the Commission under the Advisers
Act, and is registered or licensed as an investment adviser under
the laws of all jurisdictions in which its activities require it
to be so registered or licensed. Each of the Adviser and
Sub-Adviser shall maintain such registration or license in effect
at all times during the term of this Agreement and will
immediately notify the Corporation of the occurrence of any event
that would disqualify it from serving as an investment adviser by
operation of Section 9(a) of the 1940 Act or otherwise.
3. Best Efforts. Each of the Adviser and Sub-Adviser at all times
shall provide its best judgment and efforts to the Corporation in
carrying out its obligations hereunder.
4. Code of Ethics. Each of the Adviser and Sub-Adviser has adopted a
written code of ethics that complies with the requirements of
Rule 17j-1 under the 1940 Act and will provide the Corporation
with a copy of such code of ethics and all subsequent
modifications, together with evidence of its adoption. At least
annually the Adviser and Sub-Adviser will provide the Corporation
with a report describing the implementation of the code of ethics
during the immediately preceding twelve (12) month period.
B. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE FUNDS
The Corporation, on behalf of the Funds, hereby represent and warrants
to the Adviser as follows:
1. Due Incorporation and Organization. The Corporation has
been duly incorporated under the laws of the state of
Maryland and it is authorized to enter into this
Agreement and to carry out its terms.
2. Registration. The Corporation is registered as an
investment company with the Commission under the 1940
Act and shares of the Corporation will be registered
for offer and sale to the public under the Securities
Act of 1933, as amended (the "1933 Act"), and all
applicable state securities laws. Such registrations
shall be kept in effect during the term of this
Agreement.
IV. BROKER-DEALER RELATIONSHIPS
A. FUND TRADES
The Adviser shall place all orders for the purchase and sale of
securities for the Funds with brokers and dealers selected by the Adviser, which
may, if approved by the Corporation, include brokers or dealers affiliated with
the Adviser. The Adviser shall use its best efforts to obtain the most favorable
price and execution. The Adviser will engage only those brokers or dealers
offering prices and commission rates it believes are reasonable in relation to
the benefits received.
B. SELECTION OF BROKER-DEALERS
In selecting broker-dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage and
research services, prices and commissions (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934, as amended) to the Funds and/or
the other accounts over which the Adviser or its affiliates exercise investment
discretion. The Adviser is authorized to pay a broker or dealer who provides
such brokerage and research services, prices and commissions for executing a
portfolio transaction for the Funds that is in excess of the amount of the price
and commission another broker or dealer would have charged for effecting that
transaction, if the Adviser determines in good faith that such price and
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 that
the Adviser and its affiliates have with respect to accounts over which they
exercise investment discretion. The Board shall periodically review the prices
and commissions paid by the Funds to determine if over representative periods of
time they were reasonable in relation to the benefits received. In no instance,
however, will any Fund's securities be purchased from or sold to the Adviser, or
any affiliated person of the Corporation or the Adviser, acting as principal in
the transaction, except to the extent permitted by the Commission, the 1940 Act,
and approved by the Corporation.
C. AGGREGATION OF SECURITIES PURCHASES
The Adviser furnishes investment advice to the Funds as well as other
institutional clients, including some investment companies. Some of the
Adviser's other clients have investment objectives and programs similar to those
of a Fund. Accordingly, occasions may arise when sales or purchases of
securities will be consistent with the investment policies of one or more of the
Funds and of other clients of the Adviser. If purchases or sales of securities
for the Corporation or other clients of the Adviser arise for consideration at
or about the same time, the Corporation agrees that the Adviser may make
transactions in such securities, insofar as feasible, for the respective
entities and clients in a manner deemed equitable to all. To the extent that
transactions on behalf of more than one client of the Adviser during the same
period may increase the demand for securities being purchased or the supply of
securities being sold, the Corporation recognizes that there may be an adverse
effect on price.
It is agreed that, on the occasions when the Adviser deems the purchase
or sale of a security to be in the best interest of the Corporation, as well as
its other clients, it may, to the extent permitted by applicable laws or
regulations, but will not be obligated to, aggregate the securities to be sold
or purchases for other clients in order to obtain favorable execution and lower
brokerage commissions or prices. In that event, the allocation of the securities
purchased or sold, as well as the expenses incurred in the transaction, will be
made by the Adviser in the manner it considers to be most equitable and
consistent with its fiduciary obligations to the Corporation and to such other
accounts. The Corporation recognizes that in some cases this procedure may
adversely affect the size of the position obtainable for a Fund.
V. CONTROL BY THE BOARD
Any investment program undertaken by the Adviser pursuant to this
Agreement, as well as any other activities undertaken by the Adviser on behalf
of the Corporation pursuant thereto, shall at all times be subject to any
directives of the Board.
VI. COMPLIANCE WITH APPLICABLE REQUIREMENTS
In carrying out its obligations under this Agreement, the Adviser shall
at all times conform to:
A. all applicable provisions of the 1940 Act and the rules
and regulations thereunder;
B. the provisions of the registration statement of the
Corporation, as the same may be amended from time to
time, under the 1933 Act and the 1940 Act;
C. the provisions of the Corporation's Articles of
Incorporation, as amended;
D. the provisions of the Bylaws of the Corporation, as
amended; and
E. any other applicable provisions of state and federal
law.
VII. COMPENSATION
For the services to be rendered by the Adviser pursuant to this
Agreement, the Corporation shall pay to the Adviser, and the Adviser agrees to
accept as full compensation therefor, compensation at the rates specified in
Schedule A, which is attached hereto and made a part of this Agreement. The
Adviser's compensation shall be calculated by applying a daily rate, based on
the annual percentage rates as specified in Schedule A, to the daily net assets
of each Fund and shall be paid to the Adviser monthly. Prior to performing any
services pursuant to this Agreement, the Adviser may elect to waive all or a
portion of the compensation that the Adviser would otherwise be entitled to
receive pursuant to this Agreement for performing such services.
No Fund of the Corporation shall be liable for the obligations of any
other Fund of the Corporation. Without limiting the generality of the foregoing,
the Adviser shall look only to the assets of a particular Fund for payment of
fees for services rendered to that Fund.
In the event of termination of this Agreement, all compensation due
through the date of termination will be calculated on a pro-rated basis through
the date of termination. All rights of compensation under this Agreement for
services performed as of the termination date shall survive the termination of
this Agreement.
VIII. EXPENSES
The expenses in connection with the management of the Funds shall be
allocable between the Corporation and the Adviser or the Administrator as
follows:
A. EXPENSES OF THE CORPORATION
Except for those expenses agreed to be paid by the Adviser or the
Administrator pursuant to Sections VIII.B. and IX of this Agreement, the
Corporation shall pay all of its expenses including, without limitation, the
following expenses:
1. Compensation to be paid to the Adviser pursuant to this
Agreement;
2. Interest and taxes;
3. Brokerage commissions and other costs in connection
with the purchase or sale of securities, commodities,
and other investments for the Corporation, including
portions of commissions that may be paid to reflect
brokerage research services provided to the Adviser;
4. Fees and expenses of its directors (other than those
who are "interested persons" of the Corporation or the
Adviser);
5. Fees and expenses of the Corporation's independent
public accountants;
6. Transfer agent, custodian, and dividend disbursement
agent fees and expenses;
7. Fees of dividend, accounting and pricing agents
appointed by the Corporation;
8. Fees and expenses related to the registration and
qualification of the Corporation and its shares for
distribution under state and federal securities laws;
9. All costs attributable to investor services,
administering shareholder accounts and handling
shareholder relations (including, without limitation,
telephone and personnel expenses);
10. Fees and assessments of the Investment Company
Institute or any successor organization or other
association memberships approved by the Board;
11. Expenses of preparing and typesetting prospectuses;
12. Expenses of printing and mailing prospectuses sent to
existing shareholders;
13. All expenses incident to the payment of any dividend,
distribution, or redemption, whether in shares of the
Fund or in cash;
14. Insurance premiums on property or personnel (including,
without limitation, officers and directors of the
Corporation which inure to its benefit);
15. Such nonrecurring or extraordinary expenses as may
arise, including, without limitation, litigation
expenses affecting the Corporation and any
indemnification by the Corporation of its officers,
directors or agents with respect thereto;
16. All costs attributable to periodic shareholder reports
(including, without limitation, annual and semi-annual
reports);
17. All costs attributable to proxy solicitations;
18. Attorneys' fees of the Corporation; and
19. Such other expenses that the Board, from time to time,
determines are properly payable by the Corporation.
B. EXPENSES OF THE ADVISER OR THE ADMINISTRATOR
The expenses payable by the Adviser or the Administrator are:
1. The salaries, employment benefits and related costs of
those personnel necessary to perform the Adviser's
obligations under this Agreement;
2. The expense of providing office space, equipment and
facilities for the Corporation; and
3. The fees and expenses of all directors of the
Corporation who are "interested persons" (as defined
in the ▇▇▇▇ ▇▇▇) of the Corporation or of the Adviser
and any salaries and employment benefits of the
officers of the Corporation who are affiliated
persons of the Adviser for acting as officers of the
Corporation.
IX. EXPENSE PAYMENTS AND LIMITATIONS
The Adviser believes that it is in the Adviser's best interests that
the expenses of the Corporation be capped from time to time. Accordingly, the
Adviser agrees to pay expenses related to the operation of the Corporation to
the extent necessary to achieve this goal.
In addition, if the expenses for any Fund for any fiscal year
(including fees and other amounts payable to the Adviser, but excluding
interest, taxes, brokerage costs, litigation, and other extraordinary costs and
certain other excludable expenses) would exceed the expense limitations imposed
on investment companies by an applicable statute or regulatory authority of any
jurisdiction in which shares of the Corporation are qualified for offer and
sale, the Adviser agrees, unless a waiver is obtained, to reduce its
compensation in order to reduce such excess expenses.
X. REPORTS
The Corporation and the Adviser agree to furnish to each other, as
applicable, current prospectuses, proxy statements, reports to shareholders,
certified copies of their financial statements, and such other information with
regard to their affairs as each may reasonably request.
XI. NON-EXCLUSIVITY
The services of the Adviser to the Corporation are not to be deemed
exclusive, and the Adviser shall be free to render similar services to others
(including other investment companies) so long as its services to the
Corporation are not impaired thereby. It is understood and agreed that officers
and directors of the Adviser may serve as officers or directors of the
Corporation, and that officers or directors of the Corporation may serve as
officers or directors of the Adviser to the extent permitted by law. The
officers and directors of the Adviser are not prohibited from engaging in any
other business activity or from rendering services to any other person, or from
serving as partners, officers, directors or trustees of any other firm,
corporation or trust, including other investment companies.
XII. CERTAIN RECORDS
The Adviser shall keep and maintain all books and records with respect
to each Fund's investment transactions required by Rule 31a-1 and Rule 2a-7
under the 1940 Act and shall render to the Board such periodic and special
reports as the Board may reasonably request. The Adviser and other entities
providing services to the Corporation shall maintain for the Corporation any
other information that is required to be filed by the Corporation with the
Commission or sent to shareholders under the 1940 Act (including the rules
adopted thereunder) or any exemptive or other relief that the Adviser or the
Corporation obtains from the Commission. The Adviser agrees that all records
that it maintains on behalf of the Corporation are the property of the
Corporation and the Adviser will surrender promptly to the Corporation any of
such records upon the Corporation's request; provided, however, that the Adviser
may retain a copy of such records.
In addition, for the duration of this Agreement, the Adviser shall
preserve for the periods prescribed by Rule 31a-2 and Rule 2a-7 under the 1940
Act any such records as are required to be maintained by it pursuant to this
Agreement, and shall transfer said records to any successor Adviser upon the
termination of this Agreement (or, if there is no successor Adviser, to the
Corporation).
XIII. LIABILITY OF ADVISER AND INDEMNIFICATION
A. LIABILITY
The duties of the Adviser shall be confined to those expressly set
forth herein, and no implied duties are assumed by or may be asserted against
the Adviser hereunder. The Adviser may rely on information reasonably believed
by it to be accurate and reliable. The Adviser shall not be liable to the
Corporation or to any shareholder of the Corporation 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 carrying out its duties hereunder, except:
1. for a loss resulting from willful misfeasance, bad
faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its
obligations and duties hereunder, except as may
otherwise be provided under provisions of applicable
state law which cannot be waived or modified hereby;
2. to the extent specified in Section 36(b) of the 1940
Act concerning losses resulting from a breach of
fiduciary duty with respect to the Adviser's receipt of
compensation; and
3. for a loss resulting from any breach of any
representation and warranty contained in Section III of
this Agreement.
As used in this Section XIII, the term "Adviser" shall include any
affiliates of the Adviser performing services for the Corporation contemplated
hereby and the directors, officers, employees and other corporate agents of the
Adviser and such affiliates.
B. INDEMNIFICATION
In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Adviser, to the fullest extent permitted by applicable law, the Corporation
hereby agrees to indemnify and hold the Adviser harmless from and against all
claims, actions, suits and proceedings at law or in equity, whether brought or
asserted by a private party or a governmental agency, instrumentality or entity
of any kind, relating to the sale, purchase, pledge of, advertisement of, or
solicitation of sales or purchases of any security (whether of a Fund or
otherwise) by the Corporation, its officers, directors, employees or agents in
alleged violation of applicable federal, state or foreign laws, rules or
regulations.
XIV. TERM
This Agreement shall not become effective unless and until it is
approved by the Board, including a majority of directors who are not interested
persons of any party to this Agreement. Having been so approved, this Agreement
shall come into full force and effect on the date on which it is executed. This
Agreement shall not become effective as to any subsequently created Fund until
it has been approved by the Board and the shareholders of such Fund. As to each
new Fund, the Agreement shall remain in effect (unless terminated as hereinafter
provided) until two years from the date of execution.
XV. RENEWAL
This Agreement shall continue in force and effect from year to year, so
long as such continuance is specifically approved at least annually:
A. by the vote of a majority of those directors of the
Corporation who are not parties to this Agreement or
"interested persons" of any such party (as such term is
used in Section 15(c) of the 1940 Act), cast in person
at a meeting called for the purpose of voting on such
approval; and
B. by either the Board or the vote of a majority of the
"outstanding voting securities" (as defined in Section
2(a)(42) of the ▇▇▇▇ ▇▇▇) of each Fund; provided,
however, that if the shareholders of any Fund fail to
approve the Agreement as provided herein, the Adviser
may continue to serve hereunder in the manner and to
the extent permitted by the 1940 Act and rules and
regulations thereunder.
XVI. TERMINATION
This Agreement may be terminated as to any Fund at any time, without
the payment of any penalty, by vote of a majority of the directors of the
Corporation or by vote of a majority of the "outstanding voting securities" (as
defined in Section 2(a)(42) of the ▇▇▇▇ ▇▇▇) of the Corporation or a Fund, on
sixty (60) days' written notice to the Adviser, or by the Adviser at any time
without the payment of any penalty, on sixty (60) days' written notice to the
Corporation. This Agreement will automatically and immediately terminate in the
event of its "assignment," as that term is defined in Section 2(a)(4) of the
1940 Act.
XVII. DELEGATION TO SUB-ADVISER ETC.
A. The Adviser may from time to time delegate to the Sub-Adviser
certain of its responsibilities hereunder (but shall not
delegate any of the rights of the Adviser hereunder);
provided, however, that the Adviser shall be liable under this
Agreement for any acts or omissions of the Sub-Adviser to the
same extent as if such acts or omissions were committed by the
Adviser itself.
B. The Adviser shall compensate the Sub-Adviser for all
reasonable costs associated with the Sub-Adviser's performance
of services hereunder pursuant to the terms of the Services
Agreement. In no event shall the Sub-Adviser be entitled to
any compensation hereunder from any person other than the
Adviser.
XVIII. AMENDMENTS
This Agreement may be amended at any time or from time to time with
respect to any Fund by an instrument in writing signed by a duly authorized
officer of the Corporation and by a duly authorized officer of the Adviser, but
no amendment to this Agreement shall be effective with respect to any Fund until
such amendment is approved:
A. by the vote of a majority of those directors of the
Corporation who are not parties to this Agreement or
"interested persons" of any such party (as such term is
used in Section 15(c) of the 1940 Act), cast in person
at a meeting called for the purpose of voting on such
approval; and
B. by vote of a majority of the "outstanding voting securities"
(as defined in Section 2(a)(42) of the ▇▇▇▇ ▇▇▇) of the Fund;
provided, however, that if the shareholders of any Fund fail
to approve the Agreement as provided herein, the Adviser may
continue to serve hereunder in the manner and to the extent
permitted by the 1940 Act and rules and regulations
thereunder.
IX. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Maryland,
without regard to conflicts of law principles; provided, however, that nothing
herein shall be construed as being inconsistent with the 1940 Act.
XX. NOTICE
Any notice, advice or report to be given pursuant to this Agreement
shall be deemed sufficient if delivered by hand, transmitted by electronic
facsimile, or mailed by registered, certified or overnight United States mail,
postage prepaid, or sent by overnight delivery with a recognized courier,
addressed by the party giving notice to the other party at the last address
furnished by the other party:
To the Adviser at: Transamerica Investment Management, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Corporate Secretary
To the Sub-Adviser at: Transamerica Investment Services, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Corporate Secretary
To the Corporation at: Transamerica Investors, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Corporate Secretary
Each such notice, advice or report shall be effective upon receipt or
three days after mailing.
XXI. SEVERABILITY
If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
XXII. ENTIRE AGREEMENT
This Agreement embodies the entire agreement and understanding between
the parties hereto, and supersedes all prior agreements and understandings
relating to this Agreement's subject matter. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, but
such counterparts shall, together, constitute only one instrument.
XXIII. 1940 ACT
Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
Commission, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
TRANSAMERICA INVESTMENT
MANAGEMENT, LLC
By:
Title:
Attest:
TRANSAMERICA INVESTMENT
SERVICES, INC.
By:
Title:
Attest:
SCHEDULE A
TO THE
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
TRANSAMERICA INVESTORS, INC.,
TRANSAMERICA INVESTMENT MANAGEMENT, LLC
AND
TRANSAMERICA INVESTMENT SERVICES, INC.
Pursuant to Section VII of this Agreement, the Corporation shall pay the Adviser
compensation at an effective annual rate as follows:
Name of Fund Annual Rate of Compensation
Premier Equity 0.85% of first $1 billion
0.82% of next $1 billion
0.80% over $2 billion
Premier Index 0.30% of first $1 billion
0.30% of next $1 billion
0.30% over $2 billion
Premier Bond 0.60% of first $1 billion
0.57% of next $1 billion
0.55% over $2 billion
Premier Balanced 0.75% of first $1 billion
0.72% of next $1 billion
0.70% over $2 billion
Premier Cash Reserve 0.35% of first $1 billion
0.35% of next $1 billion
0.35% over $2 billion
Premier Aggressive Growth 0.85% of first $1 billion
0.82% of next $1 billion
0.80% over $2 billion
Premier Small Company 0.85% of first $1 billion
0.82% of next $1 billion
0.80% over $2 billion
Premier High Yield Bond 0.55% of first $1 billion
0.52% of next $1 billion
0.50% over $2 billion
Premier Value 0.75% of first $1 billion
0.72% of next $1 billion
0.70% over $2 billion
TRANSAMERICA INVESTORS, INC.
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 21st day of July, 1999, by
and between TRANSAMERICA INVESTORS, INC., a corporation organized and existing
under the laws of the State of Maryland (the "Corporation"), and TRANSAMERICA
INVESTMENT SERVICES, INC., a corporation organized and existing under the laws
of the State of Delaware (the "Adviser").
WHEREAS, the Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of several funds of shares, each pursuing its investment
objectives through separate investment policies;
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and engages in
the business of providing investment advisory services;
WHEREAS, the Corporation desires to retain the Adviser to render
investment management and administrative services with respect to its Premier
Equity Fund, Premier Index Fund, Premier Bond Fund, Premier Balanced Fund,
Premier Cash Reserve Fund, and such other funds as the Corporation may establish
in the future (the "Funds"); and
WHEREAS, the Adviser is willing to render such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:
I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER
The Adviser is hereby appointed to serve as the investment adviser to
the Funds, to provide the investment advisory and administrative services set
forth in Section II of this Agreement, subject to the terms of this Agreement
and the policies and control of the Corporation's Board of Directors (the
"Board"). The Adviser hereby accepts such employment.
6
It is understood and agreed that the Adviser will enter into an
Administrative Services Agreement with Transamerica Occidental Life Insurance
Company (the "Administrator") under which the Administrator will furnish
management and administrative personnel and services to assist the Adviser in
carrying out its responsibilities under this Agreement including, without
limitation, the responsibilities under Sections II.A., II.B., II.C., II.D.,
II.E., II.F. and II.L. of this Agreement, subject to the provisions of the 1940
Act and the Advisers Act. It is understood and agreed that the Administrator may
enter into a Sub-Administration Agreement with State Street Bank and Trust
Company (the "Sub-Administrator") under which the Sub-Administrator will furnish
certain administrative services to assist the Administrator in carrying out its
responsibilities under its Administrative Services Agreement, subject to the
provisions of the 1940 Act and the Advisers Act.
The Adviser shall, for all purposes herein, be deemed to be an
independent contractor and shall have, unless otherwise expressly provided or
authorized, no authority to act for or represent the Corporation in any way or
otherwise be deemed an agent for the Corporation.
The Adviser shall, for purposes of this Agreement, have and exercise
full investment discretion and authority to act as agent for the Corporation in
buying, selling or otherwise disposing of or managing the Corporation's
investments, subject to the supervision of the Board.
II. DUTIES OF THE ADVISER
The Corporation employs the Adviser:
A. to supervise all aspects of the operations of the Corporation
and each Fund, including the supervision and coordination of
transfer agency, custodial and accounting services; provided
however, that nothing herein shall be deemed to relieve or
deprive the Board of its responsibilities for and control of
the conduct of the affairs of the Corporation and each Fund;
B. to provide the Corporation and each Fund with such corporate,
administrative and clerical personnel (including officers of the
Corporation), and services as are reasonably deemed necessary or
advisable by the Board, including the maintenance of certain
books and records of the Corporation and each Fund;
C. to arrange for the periodic preparation, updating, filing and
distribution (as applicable) of the Corporation's registration
statement, proxy material, tax returns and required reports to
each Fund's shareholders and the Securities and Exchange
Commission (the "Commission") and other appropriate federal and
state regulatory authorities;
D. to provide the Corporation and each Fund with, or obtain for it,
adequate office space and all necessary office equipment and
services, including telephone service, heat, utilities,
stationery supplies and similar items;
E. to perform other administrative functions for the Corporation as
the Board may deem necessary and appropriate including:
1. computation and publication of each Fund's daily net asset
value and daily income;
2. computation of each Fund's yields and total returns;
3. schedule, plan agendas for, and conduct meeting of the
directors and shareholders;
4. coordinate the efforts of the Corporation's auditors;
5. maintain corporate records not otherwise maintained by the
Corporation's custodian, transfer agent, or accounting
agent;
6. monitor state and federal laws as they may apply to the
Corporation and the Funds;
7. prepare for execution and file all the Corporation's
federal, state and local tax returns and required tax
filings other than those required to be made by the
Corporation's custodian and transfer agent; and
8. coordinate the efforts of attorneys providing legal advice
relating to the Corporation;
F. to maintain the Corporation's existence, and during such times as
the shares of the Corporation are publicly offered, maintain the
registration and qualification of the Corporation's shares under
federal and state law;
G. to obtain and evaluate pertinent information about significant
developments, including economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy
generally or the Funds in particular, whether concerning the
individual issuers of the securities included in the Funds or the
activities in which the issuers engage, or whether concerning the
securities that the Adviser considers desirable for inclusion in
the Fund;
H. to determine in its discretion which issuers and securities are
to be owned or held in the Funds and to report thereon to the
Board;
I. to formulate and implement a continuous investment program for
each Fund and regularly report thereon to the Board;
J. to give instructions to the custodian and/or sub-custodian of the
Corporation appointed by the Board, as to deliveries of
securities, transfer of currencies or payments of cash for the
account of the Corporation, in relation to the matters
contemplated by this Agreement;
K. to take, on behalf of the Corporation, all actions which appear
to the Corporation and the Funds necessary to effect the purchase
and sale of securities for the Corporation and the supervisory
functions listed above, including the placing of orders for the
purchase and sale of securities for the Funds; and
L. to arrange for the periodic preparation, updating, filing and
distribution (as applicable) of the Corporation's state
registration statements.
III. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF THE ADVISER
The Adviser hereby represents and warrants to the Corporation as
follows:
1. Due Incorporation and Organization. The Adviser is duly
organized and is in good standing under the laws of the
State of Delaware and is fully authorized to enter into this
Agreement and carry out its duties and obligations
hereunder.
2. Registration. The Adviser is registered as an
investment adviser with the Commission under the
Advisers Act, and is registered or licensed as an
investment adviser under the laws of all
jurisdictions in which its activities require it to
be so registered or licensed. The Adviser shall
maintain such registration or license in effect at
all times during the term of this Agreement and will
immediately notify the Corporation of the occurrence
of any event that would disqualify the Adviser from
serving as an investment adviser by operation of
Section 9(a) of the 1940 Act or otherwise.
3. Best Efforts. The Adviser at all times shall provide its
best judgment and efforts to the Corporation in carrying out
its obligations hereunder.
4. Code of Ethics. The Adviser has adopted a written
code of ethics that complies with the requirements of
Rule 17j-1 under the 1940 Act and will provide the
Corporation with a copy of such code of ethics and
all subsequent modifications, together with evidence
of its adoption. At least annually the Adviser will
provide the Corporation with a report describing the
implementation of the code of ethics during the
immediately preceding twelve (12) month period.
B. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE FUNDS
The Corporation, on behalf of the Funds, hereby represent and warrants
to the Adviser as follows:
1. Due Incorporation and Organization. The Corporation has been
duly incorporated under the laws of the state of Maryland
and it is authorized to enter into this Agreement and to
carry out its terms.
2. Registration. The Corporation is registered as an
investment company with the Commission under the 1940
Act and shares of the Corporation will be registered
for offer and sale to the public under the Securities
Act of 1933, as amended (the "1933 Act"), and all
applicable state securities laws. Such registrations
shall be kept in effect during the term of this
Agreement.
IV. BROKER-DEALER RELATIONSHIPS
A. FUND TRADES
The Adviser shall place all orders for the purchase and sale of
securities for the Funds with brokers and dealers selected by the Adviser, which
may, if approved by the Corporation, include brokers or dealers affiliated with
the Adviser. The Adviser shall use its best efforts to obtain the most favorable
price and execution. The Adviser will engage only those brokers or dealers
offering prices and commission rates it believes are reasonable in relation to
the benefits received.
B. SELECTION OF BROKER-DEALERS
In selecting broker-dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage and
research services, prices and commissions (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934, as amended) to the Funds and/or
the other accounts over which the Adviser or its affiliates exercise investment
discretion. The Adviser is authorized to pay a broker or dealer who provides
such brokerage and research services, prices and commissions for executing a
portfolio transaction for the Funds that is in excess of the amount of the price
and commission another broker or dealer would have charged for effecting that
transaction, if the Adviser determines in good faith that such price and
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 that
the Adviser and its affiliates have with respect to accounts over which they
exercise investment discretion. The Board shall periodically review the prices
and commissions paid by the Funds to determine if over representative periods of
time they were reasonable in relation to the benefits received. In no instance,
however, will any Fund's securities be purchased from or sold to the Adviser, or
any affiliated person of the Corporation or the Adviser, acting as principal in
the transaction, except to the extent permitted by the Commission, the 1940 Act,
and approved by the Corporation.
C. AGGREGATION OF SECURITIES PURCHASES
The Adviser furnishes investment advice to the Funds as well as other
institutional clients, including some investment companies. Some of the
Adviser's other clients have investment objectives and programs similar to those
of a Fund. Accordingly, occasions may arise when sales or purchases of
securities will be consistent with the investment policies of one or more of the
Funds and of other clients of the Adviser. If purchases or sales of securities
for the Corporation or other clients of the Adviser arise for consideration at
or about the same time, the Corporation agrees that the Adviser may make
transactions in such securities, insofar as feasible, for the respective
entities and clients in a manner deemed equitable to all. To the extent that
transactions on behalf of more than one client of the Adviser during the same
period may increase the demand for securities being purchased or the supply of
securities being sold, the Corporation recognizes that there may be an adverse
effect on price.
It is agreed that, on the occasions when the Adviser deems the purchase
or sale of a security to be in the best interest of the Corporation, as well as
its other clients, it may, to the extent permitted by applicable laws or
regulations, but will not be obligated to, aggregate the securities to be sold
or purchases for other clients in order to obtain favorable execution and lower
brokerage commissions or prices. In that event, the allocation of the securities
purchased or sold, as well as the expenses incurred in the transaction, will be
made by the Adviser in the manner it considers to be most equitable and
consistent with its fiduciary obligations to the Corporation and to such other
accounts. The Corporation recognizes that in some cases this procedure may
adversely affect the size of the position obtainable for a Fund.
V. CONTROL BY THE BOARD
Any investment program undertaken by the Adviser pursuant to this
Agreement, as well as any other activities undertaken by the Adviser on behalf
of the Corporation pursuant thereto, shall at all times be subject to any
directives of the Board.
VI. COMPLIANCE WITH APPLICABLE REQUIREMENTS
In carrying out its obligations under this Agreement, the Adviser shall
at all times conform to:
A. all applicable provisions of the 1940 Act and the rules and
regulations thereunder;
B. the provisions of the registration statement of the
Corporation, as the same may be amended from time to time,
under the 1933 Act and the 1940 Act;
C. the provisions of the Corporation's Articles of
Incorporation, as amended;
D. the provisions of the Bylaws of the Corporation, as amended;
and
E. any other applicable provisions of state and federal law.
VII. COMPENSATION
For the services to be rendered by the Adviser pursuant to this
Agreement, the Corporation shall pay to the Adviser, and the Adviser agrees to
accept as full compensation therefor, compensation at the rates specified in
Schedule A, which is attached hereto and made a part of this Agreement. The
Adviser's compensation shall be calculated by applying a daily rate, based on
the annual percentage rates as specified in Schedule A, to the daily net assets
of each Fund and shall be paid to the Adviser monthly. Prior to performing any
services pursuant to this Agreement, the Adviser may elect to waive all or a
portion of the compensation that the Adviser would otherwise be entitled to
receive pursuant to this Agreement for performing such services.
No Fund of the Corporation shall be liable for the obligations of any
other Fund of the Corporation. Without limiting the generality of the foregoing,
the Adviser shall look only to the assets of a particular Fund for payment of
fees for services rendered to that Fund.
In the event of termination of this Agreement, all compensation due
through the date of termination will be calculated on a pro-rated basis through
the date of termination. All rights of compensation under this Agreement for
services performed as of the termination date shall survive the termination of
this Agreement.
VIII. EXPENSES
The expenses in connection with the management of the Funds shall be
allocable between the Corporation and the Adviser or the Administrator as
follows:
A. EXPENSES OF THE CORPORATION
Except for those expenses agreed to be paid by the Adviser or the
Administrator pursuant to Sections VIII.B. and IX of this Agreement, the
Corporation shall pay all of its expenses including, without limitation, the
following expenses:
1. Compensation to be paid to the Adviser pursuant to this
Agreement;
2. Interest and taxes;
3. Brokerage commissions and other costs in connection
with the purchase or sale of securities, commodities,
and other investments for the Corporation, including
portions of commissions that may be paid to reflect
brokerage research services provided to the Adviser;
4. Fees and expenses of its directors (other than those who are
"interested persons" of the Corporation or the Adviser);
5. Fees and expenses of the Corporation's independent public
accountants;
6. Transfer agent, custodian, and dividend disbursement agent
fees and expenses;
7. Fees of dividend, accounting and pricing agents appointed by
the Corporation;
8. Fees and expenses related to the registration and
qualification of the Corporation and its shares for
distribution under state and federal securities laws;
9. All costs attributable to investor services, administering
shareholder accounts and handling shareholder relations
(including, without limitation, telephone and personnel
expenses);
10. Fees and assessments of the Investment Company Institute or
any successor organization or other association memberships
approved by the Board;
11. Expenses of preparing and typesetting prospectuses;
12. Expenses of printing and mailing prospectuses sent to
existing shareholders;
13. All expenses incident to the payment of any dividend,
distribution, or redemption, whether in shares of the
Fund or in cash;
14. Insurance premiums on property or personnel (including,
without limitation, officers and directors of the
Corporation which inure to its benefit);
15. Such nonrecurring or extraordinary expenses as may
arise, including, without limitation, litigation
expenses affecting the Corporation and any
indemnification by the Corporation of its officers,
directors or agents with respect thereto;
16. All costs attributable to periodic shareholder reports
(including, without limitation, annual and semi-annual
reports);
17. All costs attributable to proxy solicitations;
18. Attorneys' fees of the Corporation; and
19. Such other expenses that the Board, from time to time,
determines are properly payable by the Corporation.
B. EXPENSES OF THE ADVISER OR THE ADMINISTRATOR
The expenses payable by the Adviser or the Administrator are:
1. The salaries, employment benefits and related costs of
those personnel necessary to perform the Adviser's
obligations under this Agreement;
2. The expense of providing office space, equipment and
facilities for the Corporation; and
3. The fees and expenses of all directors of the
Corporation who are "interested persons" (as defined
in the ▇▇▇▇ ▇▇▇) of the Corporation or of the Adviser
and any salaries and employment benefits of the
officers of the Corporation who are affiliated
persons of the Adviser for acting as officers of the
Corporation.
IX. EXPENSE PAYMENTS AND LIMITATIONS
The Adviser believes that it is in the Adviser's best interests that
the expenses of the Corporation be capped from time to time. Accordingly, the
Adviser agrees to pay expenses related to the operation of the Corporation to
the extent necessary to achieve this goal.
In addition, if the expenses for any Fund for any fiscal year
(including fees and other amounts payable to the Adviser, but excluding
interest, taxes, brokerage costs, litigation, and other extraordinary costs and
certain other excludable expenses) would exceed the expense limitations imposed
on investment companies by an applicable statute or regulatory authority of any
jurisdiction in which shares of the Corporation are qualified for offer and
sale, the Adviser agrees, unless a waiver is obtained, to reduce its
compensation in order to reduce such excess expenses.
X. REPORTS
The Corporation and the Adviser agree to furnish to each other, as
applicable, current prospectuses, proxy statements, reports to shareholders,
certified copies of their financial statements, and such other information with
regard to their affairs as each may reasonably request.
XI. NON-EXCLUSIVITY
The services of the Adviser to the Corporation are not to be deemed
exclusive, and the Adviser shall be free to render similar services to others
(including other investment companies) so long as its services to the
Corporation are not impaired thereby. It is understood and agreed that officers
and directors of the Adviser may serve as officers or directors of the
Corporation, and that officers or directors of the Corporation may serve as
officers or directors of the Adviser to the extent permitted by law. The
officers and directors of the Adviser are not prohibited from engaging in any
other business activity or from rendering services to any other person, or from
serving as partners, officers, directors or trustees of any other firm,
corporation or trust, including other investment companies.
XII. CERTAIN RECORDS
The Adviser shall keep and maintain all books and records with respect
to each Fund's investment transactions required by Rule 31a-1 and Rule 2a-7
under the 1940 Act and shall render to the Board such periodic and special
reports as the Board may reasonably request. The Adviser and other entities
providing services to the Corporation shall maintain for the Corporation any
other information that is required to be filed by the Corporation with the
Commission or sent to shareholders under the 1940 Act (including the rules
adopted thereunder) or any exemptive or other relief that the Adviser or the
Corporation obtains from the Commission. The Adviser agrees that all records
that it maintains on behalf of the Corporation are the property of the
Corporation and the Adviser will surrender promptly to the Corporation any of
such records upon the Corporation's request; provided, however, that the Adviser
may retain a copy of such records.
In addition, for the duration of this Agreement, the Adviser shall
preserve for the periods prescribed by Rule 31a-2 and Rule 2a-7 under the 1940
Act any such records as are required to be maintained by it pursuant to this
Agreement, and shall transfer said records to any successor Adviser upon the
termination of this Agreement (or, if there is no successor Adviser, to the
Corporation).
XIII. LIABILITY OF ADVISER AND INDEMNIFICATION
A. LIABILITY
The duties of the Adviser shall be confined to those expressly set
forth herein, and no implied duties are assumed by or may be asserted against
the Adviser hereunder. The Adviser may rely on information reasonably believed
by it to be accurate and reliable. The Adviser shall not be liable to the
Corporation or to any shareholder of the Corporation 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 carrying out its duties hereunder, except:
1. for a loss resulting from willful misfeasance, bad
faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its
obligations and duties hereunder, except as may
otherwise be provided under provisions of applicable
state law which cannot be waived or modified hereby;
2. to the extent specified in Section 36(b) of the 1940
Act concerning losses resulting from a breach of
fiduciary duty with respect to the Adviser's receipt of
compensation; and
3. for a loss resulting from any breach of any
representation and warranty contained in Section III of
this Agreement.
As used in this Section XIII, the term "Adviser" shall include any
affiliates of the Adviser performing services for the Corporation contemplated
hereby and the directors, officers, employees and other corporate agents of the
Adviser and such affiliates.
B. INDEMNIFICATION
In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Adviser, to the fullest extent permitted by applicable law, the Corporation
hereby agrees to indemnify and hold the Adviser harmless from and against all
claims, actions, suits and proceedings at law or in equity, whether brought or
asserted by a private party or a governmental agency, instrumentality or entity
of any kind, relating to the sale, purchase, pledge of, advertisement of, or
solicitation of sales or purchases of any security (whether of a Fund or
otherwise) by the Corporation, its officers, directors, employees or agents in
alleged violation of applicable federal, state or foreign laws, rules or
regulations.
XIV. TERM
This Agreement shall not become effective unless and until it is
approved: (a) by the Board, including a majority of directors who are not
interested persons of any party to this Agreement, and (b) by the sole
shareholder of the Corporation. Having been so approved, this Agreement shall
come into full force and effect on the date on which it is executed. This
Agreement shall not become effective as to any subsequently created Fund until
it has been approved by the Board and the shareholders of such Fund. As to each
Fund, the Agreement shall remain in effect (unless terminated as hereinafter
provided) until two years from the date of execution.
XV. RENEWAL
Following the expiration of its initial two-year term, this Agreement
shall continue in force and effect from year to year, so long as such
continuance is specifically approved at least annually:
A. by the vote of a majority of those directors of the
Corporation who are not parties to this Agreement or
"interested persons" of any such party (as such term is
used in Section 15(c) of the 1940 Act), cast in person
at a meeting called for the purpose of voting on such
approval; and
B. by either the Board or the vote of a majority of the
"outstanding voting securities" (as defined in Section
2(a)(42) of the ▇▇▇▇ ▇▇▇) of each Fund; provided, however,
that if the shareholders of any Fund fail to approve the
Agreement as provided herein, the Adviser may continue to
serve hereunder in the manner and to the extent permitted by
the 1940 Act and rules and regulations thereunder.
XVI. TERMINATION
This Agreement may be terminated as to any Fund at any time, without
the payment of any penalty, by vote of a majority of the directors of the
Corporation or by vote of a majority of the "outstanding voting securities" (as
defined in Section 2(a)(42) of the ▇▇▇▇ ▇▇▇) of the Corporation or a Fund, on
sixty (60) days' written notice to the Adviser, or by the Adviser at any time
without the payment of any penalty, on sixty (60) days' written notice to the
Corporation. This Agreement will automatically and immediately terminate in the
event of its "assignment," as that term is defined in Section 2(a)(4) of the
1940 Act.
XVII. AMENDMENTS
This Agreement may be amended at any time or from time to time by an
instrument in writing signed by a duly authorized officer of the Corporation and
by a duly authorized officer of the Adviser, but no amendment to this Agreement
shall be effective until such amendment is approved:
A. by the vote of a majority of those directors of the
Corporation who are not parties to this Agreement or
"interested persons" of any such party (as such term is
used in Section 15(c) of the 1940 Act), cast in person
at a meeting called for the purpose of voting on such
approval; and
B. by vote of a majority of the "outstanding voting securities"
(as defined in Section 2(a)(42) of the ▇▇▇▇ ▇▇▇) of the
Corporation; provided, however, that if the shareholders of
any Fund fail to approve the Agreement as provided herein, the
Adviser may continue to serve hereunder in the manner and to
the extent permitted by the 1940 Act and rules and regulations
thereunder.
XVIII. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Maryland,
without regard to conflicts of law principles; provided, however, that nothing
herein shall be construed as being inconsistent with the 1940 Act.
XIX. NOTICE
Any notice, advice or report to be given pursuant to this Agreement
shall be deemed sufficient if delivered by hand, transmitted by electronic
facsimile, or mailed by registered, certified or overnight United States mail,
postage prepaid, or sent by overnight delivery with a recognized courier,
addressed by the party giving notice to the other party at the last address
furnished by the other party:
To the Adviser at: Transamerica Investment Services, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Corporate Secretary
To the Corporation at: Transamerica Investors, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Corporate Secretary
Each such notice, advice or report shall be effective upon receipt or
three days after mailing.
XX. SEVERABILITY
If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
XXI. ENTIRE AGREEMENT
This Agreement embodies the entire agreement and understanding between
the parties hereto, and supersedes all prior agreements and understandings
relating to this Agreement's subject matter. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, but
such counterparts shall, together, constitute only one instrument.
XXII. 1940 ACT
Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
Commission, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.
TRANSAMERICA INVESTORS, INC.
By:
Title:
Attest:
TRANSAMERICA INVESTMENT
SERVICES, INC.
By:
Title:
Attest:
SCHEDULE A
TO THE
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
TRANSAMERICA INVESTORS, INC.
AND
TRANSAMERICA INVESTMENT SERVICES, INC.
Pursuant to Section VII of this Agreement, the Corporation shall pay the Adviser
compensation at an effective annual rate as follows:
Name of Fund Annual Rate of Compensation
Premier Equity 0.85% of first $1 billion
--------------
0.82% of next $1 billion
0.80% over $2 billion
Premier Index 0.30% of first $1 billion
--------------
0.30% of next $1 billion
0.30% over $2 billion
Premier Bond 0.60% of first $1 billion
-------------
0.57% of next $1 billion
0.55% over $2 billion
Premier Balanced 0.75% of first $1 billion
-----------------
0.72% of next $1 billion
0.70% over $2 billion
Premier Cash Reserve 0.35% of first $1 billion
---------------------
0.35% of next $1 billion
0.35% over $2 billion