23(d)(12)
Sub-Advisory Agreement and Amendment on behalf of ▇▇▇▇▇▇▇▇▇ Transamerica Global
SUB-ADVISORY AGREEMENT BETWEEN
TRANSAMERICA FUND ADVISORS, INC. AND
TRANSAMERICA INVESTMENT MANAGEMENT, LLC
SUB-ADVISORY AGREEMENT, made as of the 27th day of October 2006 between
Transamerica Fund Advisors, Inc. (the "Investment Adviser"), a corporation
organized and existing under the laws of the State of Florida and Transamerica
Investment Management, LLC (the "Sub-Adviser"), a limited liability company
organized and existing under the laws of the State of Delaware.
WHEREAS, the Investment Adviser has entered into an Investment Advisory
Agreement dated as of January 1, 1997, as amended ("Advisory Agreement") with
AEGON/Transamerica Series Trust ("ATST"), a Delaware statutory trust which is
registered as an open-end management investment company under the Investment
Company Act of 1940 ("1940 Act"), to provide or procure investment advisory
services with respect to Templeton Transamerica Global (the "Portfolio"), a
separate series of ATST; and
WHEREAS, the Sub-Adviser is engaged principally in the business of
rendering investment advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, the Investment Adviser desires to retain the Sub-Adviser as
sub-adviser to assist the Investment Adviser in furnishing certain investment
advisory services with respect to the Portfolio, and the Sub-Adviser is willing
to furnish such services upon the terms and conditions and for the compensation
set forth below.
NOW, THEREFORE, in consideration of the premises and mutual promises herein
set forth, the parties hereto agree as follows:
1. APPOINTMENT.
The Investment Adviser hereby appoints the Sub-Adviser as its investment
sub-adviser with respect to the Portfolio for the period and on the terms set
forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided. The
Sub-Adviser shall for all purposes herein be deemed to be independent contractor
and shall, except as otherwise provided herein, have no authority to act for or
represent the Investment Adviser, ATST, or the Portfolio in any way or otherwise
be deemed the agent of any of them.
2. DUTIES AND SERVICES OF THE SUB-ADVISER.
A. Investment Sub-Advisory Services. Subject to the supervision of
ATST's Board of Trustees ("Board") and the Investment Adviser, the Sub-Adviser
shall act as the investment sub-adviser to, and shall manage the day-to-day
investment program of, the U.S. invests of the Portfolio in accordance with the
Portfolio's investment objective, policies, and restrictions as provided in the
ATST Prospectus and Statement of Additional Information, as currently in effect
and as amended or supplemented from time to time (hereinafter referred to as the
"Prospectus"), and such other limitations as directed by the appropriate
officers of the Investment Adviser or ATST by notice in writing to the
Sub-Adviser. In furtherance of this duty, the Sub-Adviser, on behalf of the
Portfolio, is authorized, in its discretion and without prior consultation with
the Board or the Investment Adviser, to (without limitation):
(1) provide investment research and analysis concerning the Portfolio's
investments and conduct a continuous investment program to the Portfolio;
(5) place orders and negotiate the commissions (if any) for all purchases and
sales of the investments made by the Portfolio with or through such brokers,
dealers, underwriters or issuers as the Sub-Adviser may select;
(6) maintain the books and records required in connection with its duties
hereunder; and
(7) keep the Investment Adviser informed of developments materially affecting
the Portfolio and its investments.
B. Additional Duties of the Sub-Adviser. In addition to the above, the
Sub-Adviser shall:
(1) use the same skills and care in providing its services to the Portfolio as
it uses in providing investment services to other fiduciary accounts;
(2) cause its officers to attend meetings, either in person or via
teleconference, of ATST and furnish oral or written reports, as ATST of the
Investment Adviser may reasonably require, in order to keep ATST and its
officers and Board fully informed as to the condition of the investments of the
Portfolio, the investment recommendations of the Sub-Adviser, and the investment
considerations which provide the basis for those recommendations; and
(3) furnish such information and reports as may reasonably be required by ATST
or the Investment Adviser from time to time.
C. Further Duties of the Sub-Adviser.
(1) In all matters relating to the performance of this Agreement, the
Sub-Adviser shall act in conformity with the ATST Declaration of Trust and
By-Laws, as each may be amended or supplemented, and currently effective
Registration Statement (as defined below) and with the written instructions and
directions of ATST and the Investment Adviser, and shall comply in all material
respects with the requirements of the 1940 Act, the Advisers Act, the rules
thereunder, and all other applicable laws and regulations.
(2) The Sub-Adviser acknowledges that the Portfolio may engage in certain
transactions in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule
17a-10 and Rule 17e-1 under the 1940 Act. Accordingly, the Sub-Adviser hereby
agrees that it will not consult with any other sub-adviser of the Portfolio, or
an affiliated person of such other sub-adviser, concerning transactions for the
Portfolio in securities or other Portfolio assets. The Sub-Adviser shall be
limited to providing investment advice with respect to only the discrete portion
of the Portfolio's assets as may be determined from time-to-time by the
Investment Adviser, and shall not consult with any other sub-adviser as to any
other portion of the Portfolio's assets concerning transactions for the
Portfolio in securities or other assets.
D. Custody. The Sub-Adviser shall have no responsibility with respect
to maintaining custody of the Portfolio's assets. The Sub-Adviser shall affirm
security transactions with central depositories and advise the custodian of the
Portfolio (the "Custodian") or such depositories or agents as may be designated
by the Custodian and the Investment Adviser promptly of each purchase and sale
of a security on behalf of the Portfolio, specifying the name of the issuer, the
description and amount or number of shares of the security purchased, the market
price, the commission and gross or net price, the trade date and settlement date
and the identity of the effecting broker or dealer. The Sub-Adviser shall from
time to time provide the Custodian and the Investment Adviser with evidence of
authority of its personnel who are authorized to give instructions to the
Custodian. The Portfolio shall instruct the Custodian to provide the Sub-Adviser
with such information as the Sub-Adviser may reasonably request relating to
daily cash levels held by the Portfolio.
E. Proxy Voting and Other Actions as a Fiduciary. Unless the
Investment Adviser advises the Sub-Adviser in writing that the right to vote
proxies has been expressly reserved to the Investment Adviser or ATST or
otherwise delegated to another party, the Sub-Adviser shall exercise voting
rights incident to any securities held by the Portfolio in accordance with its
own proxy voting policies and procedures without consultation with the
Investment Adviser or the Portfolio. The Sub-Adviser agrees to furnish a copy of
its proxy voting policies and procedures, and any amendments thereto, to the
Investment Adviser.
The Sub-Adviser shall further respond to all corporate action matters
incident to such securities held in the Portfolio including, without limitation,
proofs of claim in bankruptcy and class action cases and shelf registrations.
The Sub-Adviser agrees to keep the Portfolio informed about any such litigation
and the actions that it intends to take. In the case of class action suits
involving issuers held by the Portfolio, the Sub-Adviser may include information
about the Portfolio for purposes of participating in any settlements upon
written agreement by the Portfolio.
F. Use of Name. The Sub-Adviser shall give the Portfolio, for the term
of this Agreement, a royalty free, nonexclusive, nontransferable right to use
the name "Transamerica" (hereinafter referred to as the "▇▇▇▇") in the United
States as part of the name of the Portfolio, provided such name is approved by
the Sub-Adviser in writing. Such right does not include the right to allow third
parties to use the ▇▇▇▇ except as specifically provided in this Agreement.
Neither the Portfolio nor the Investment Adviser shall retain any right to use
of the ▇▇▇▇ after the termination of this Agreement. Upon termination of this
Agreement, the Portfolio will immediately terminate all use of the ▇▇▇▇ and
destroy any remaining unused sales documentation, promotional, marketing,
advertising or other written printed or electronic material or performance
information that contains the ▇▇▇▇. The Portfolio agrees to use its best efforts
to ensure that the nature and quality of the services rendered in connection
with the ▇▇▇▇ shall conform to the terms of this Agreement and any amendments
thereto.
3. COMPENSATION.
For the services provided by the Sub-Adviser pursuant to this Agreement,
the Sub-Adviser shall receive monthly an investment sub-advisory fee at the
annual rate (as a percentage of average daily net assets) as specified in
Schedule A of this Agreement. If this Agreement is not in effect for an entire
month, the amount of sub-advisory fee payable hereunder shall be pro-rated
accordingly.
5. EXPENSES.
During the term of this Agreement, the Sub-Adviser will bear all expenses
incurred by it in the performance of its duties and its provision of services
hereunder, other than the cost of investments (including brokerage fees)
purchased and sold for the Portfolio. Notwithstanding the foregoing, the
Sub-Adviser shall not bear expenses related to the operation of the Portfolio,
including but not limited to, taxes, interests, brokerage fees and commissions,
proxy voting expenses and extraordinary Portfolio expenses.
5. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have responsibility for all
services to be provided to the Portfolio pursuant to the Advisory Agreement and
shall oversee and review the Sub-Adviser's performance of its duties and
services under this Agreement.
B. The Investment Adviser has furnished the Sub-Adviser with copies of each
of the following documents and will furnish to the Sub-Adviser at its principal
office all future amendments and supplements to such documents, if any, as soon
as practicable after such documents become available:
(1) The ATST Declaration of Trust and By-Laws, as each is in effect on the
date hereof and as amended from time to time;
(2) Certified resolutions of the Board authorizing the appointment of the
Investment Adviser and the Sub-Adviser and approving this Agreement;
(3) The ATST Registration Statement under the 1940 Act and the Securities
Act of 1933, on Form N-1A, as filed with the Securities and Exchange Commission
("SEC") relating to the Portfolio and its shares and all amendments thereto
("Registration Statement"); and
(4) A certified copy of any publicly available financial statement or
report prepared for ATST by certified or independent public accountants, and
copies of any financial statements or reports made by the Portfolio to its
shareholders or to any governmental body or securities exchange.
The Investment Adviser shall furnish the Sub-Adviser with any further
documents, materials or information that the Sub-Adviser may reasonably request
to enable it to perform its duties pursuant to this Agreement.
C. During the term of this Agreement, the Investment Adviser shall furnish
to the Sub-Adviser at its principal office all prospectuses, proxy statements,
reports to shareholders, sales documentation, promotional, marketing,
advertising and other written, printed or electronic material or performance
information or data prepared for distribution to shareholders of the Portfolio
or the public, which include the ▇▇▇▇ or refer to the Portfolio, the Sub-Adviser
or investment companies or other advisory accounts advised or sponsored by the
Sub-Adviser in any way, prior to a use thereof which has not been previously
approved by the Sub-Adviser. The Investment Adviser shall not use any such
materials without the Sub-Adviser's prior written approval, which approval shall
not be unreasonably withheld; and the Investment Adviser shall not use any such
materials which do not include the ▇▇▇▇ if the Sub-Adviser reasonably objects in
writing within ten (10) business days (or such other time as may be mutually
agreed upon) after the Sub-Adviser's receipt thereof.
6. BROKERAGE.
A. The Sub-Adviser agrees that, in placing orders with broker-dealers for
the purchase or sale of Portfolio securities, it will attempt to obtain the best
execution of its orders. Consistent with these obligations and the terms of
Section
28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may, subject to
any procedures that the Board may adopt, agree to pay a broker-dealer that
furnishes brokerage or research services a higher commission than that which
might have been charged by another broker-dealer for effecting the same
transactions, if the Sub-Adviser determines in good faith that such commission
is reasonable in relation to the brokerage and research services provided by the
broker-dealer, viewed in terms of either that particular transaction or the
overall responsibilities of the Sub-Adviser with respect to the Portfolio and
its other clients and that the total commissions paid by the Portfolio will be
reasonable in relation to the benefits provided to the Portfolio. In no instance
will Portfolio securities be purchased from or sold to the Sub-Adviser, or any
affiliated person thereof, except to the extent permitted by exemptive order of
the SEC or in accordance with applicable laws and regulations.
B. On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Portfolio, as well as other clients
of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation to, aggregate the
securities to be purchased or sold to attempt to obtain a more favorable price
or lower brokerage commissions and efficient execution. In such event,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Sub-Adviser in the manner the
Sub-Adviser considers to be the most equitable and consistent with its fiduciary
obligations to the Portfolio and to its other clients.
7. OWNERSHIP OF RECORDS.
The Sub-Adviser shall maintain all books and records required to be
maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and
regulations promulgated thereunder with respect to transactions on behalf of the
Portfolio. In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Sub-Adviser hereby agrees (i) to preserve for the periods prescribed by Rule
31a-3 under the 1940 Act any records that it maintains for the Portfolio that
are required to be maintained by Rule 31a-1 under the 1940 Act, and (ii) to
provide the Portfolio with access to or copies of any records that it maintains
for the Portfolio upon reasonable request by the Portfolio.
8. REPORTS.
The Sub-Adviser shall furnish to the Board or the Investment Adviser, or
both, as appropriate, such information, reports, evaluations, analyses and
opinions as the Sub-Adviser and the Board or the Investment Adviser, as
appropriate, may mutually agree upon from time to time.
9. SERVICES TO OTHER CLIENTS.
To the extent consistent with the Sub-Adviser's duties and services under
this Agreement, nothing contained in this Agreement shall limit or restrict (i)
the freedom of the Sub-Adviser, or any affiliated person thereof, to render
investment management and corporate administrative services to other investment
companies, to act as investment manager or investment counselor to other
persons, firms, or corporations, or to engage in any other business activities,
or (ii) the right of any director, officer, or employee of the Sub-Adviser, 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.
10. THE SUB-ADVISER'S USE OF THE SERVICES OF OTHERS.
The Sub-Adviser may (at its cost except as contemplated by Section 6 of
this Agreement) employ, retain, or otherwise avail itself of the services or
facilities of other persons or organizations for the purpose of obtaining such
statistical and other factual information, such advice regarding economic
factors and trends, such advice as to occasional transactions in specific
securities, or such other information, advice, or assistance as the Sub-Adviser
may deem necessary, appropriate, or convenient for the discharge of its
obligations hereunder or otherwise helpful to the Sub-Adviser, as appropriate,
or in the discharge of the Sub-Adviser's overall responsibilities with respect
to the other accounts that it serves as investment manager or counselor,
provided that the Sub-Adviser shall at all times retain responsibility for
making investment recommendations with respect to the Portfolio.
11. LIABILITY AND INDEMNIFICATION OF THE SUB-ADVISER.
The Sub-Adviser may rely on information reasonably believed by it to be
accurate and reliable. Except as may otherwise be provided by the 1940 Act,
neither the Sub-Adviser nor its officers, directors, employees or agents shall
be subject to any liability to the Investment Adviser, the Portfolio or any
shareholder of the Portfolio 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 obligations and duties or by reason of its reckless disregard
of its obligations and duties under this Agreement.
The Sub-Adviser shall indemnify and hold harmless the Investment Adviser,
the Portfolio and their respective directors, trustees, officers, employees or
agents from any and all claims, losses, expenses, obligation and liabilities
(including reasonable attorneys fees) arising or resulting from the
Sub-Adviser's willful misfeasance, bad faith or gross negligence in its
performance of its obligations and duties or by reason of its reckless disregard
of its obligations and duties under this Agreement.
12. REPRESENTATIONS OF THE SUB-ADVISER.
The Sub-Adviser represents, warrants, and agrees as follows:
A. The Sub-Adviser: (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act
from performing the services contemplated by this Agreement; (iii) has met, and
will continue to meet for so long as this Agreement remains in effect, any
applicable federal or state requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency, necessary to be met in order to
perform the services contemplated by this Agreement; (iv) has the authority to
enter into and perform the services contemplated by this Agreement; and (v) will
immediately notify the Investment Adviser of the occurrence of any event that
would disqualify the Sub-Adviser from serving as an investment adviser of an
investment company pursuant to Section 9 (a) of the 1940 Act or otherwise.
B. The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and 204A-1 under the Advisers Act
and will provide the Investment Adviser and ATST with a copy of such code of
ethics and any amendments thereto, together with evidence of adoption for review
and approval by the Board. The Sub-Adviser understands that the Board is
required to approve the Sub-Adviser's code of ethics and acknowledges that the
Agreement is conditioned upon such Board approval.
C. The Sub-Adviser has adopted proxy voting policies and procedures
reasonably designed to ensure that the proxies are voted in the best interests
of the Portfolio and its shareholders and complying with Rule 206(4)-6 under the
Advisers Act and will provide the Investment Adviser and ATST with a copy of
such policies and procedures and any amendments thereto, together with evidence
of adoption for review and approval by the Board. The Sub-Adviser understands
that the Board is required to approve the Sub-Adviser's proxy voting policies
and procedures and acknowledges that the Agreement is conditioned upon such
Board approval.
D. The Sub-Adviser has provided the Investment Adviser and ATST with a copy
of its Form ADV as most recently filed with the SEC and will, promptly after
filing any material amendment to its Form ADV with the SEC, furnish a copy of
such amendment to the Investment Adviser.
E. The Sub-Adviser has adopted compliance policies and procedures
reasonably designed to prevent violations of the Advisers Act and the rules
thereunder, has provided ATST and the Investment Adviser with a copy of such
compliance policies and procedures (and will provide them with any amendments
thereto), and agrees to assist the Portfolio in complying with the Portfolio's
compliance program adopted pursuant to Rule 38a-1 under the 1940 Act, to the
extent applicable. The Sub-Adviser understands that the Board is required to
approve the Sub-Adviser's compliance policies and procedures and acknowledges
that the Agreement is conditioned upon such Board approval.
F. The Sub-Adviser acknowledges that the Portfolio offers its shares so
that it may serve as an investment vehicle for variable annuity contracts and
variable life insurance policies issued by insurance companies. Consequently,
the Sub-Adviser will manage the Portfolio so that the Portfolio will qualify as
a regulated investment company under Subchapter M of the Internal Revenue Code
and will comply with the diversification requirements of Section 817(h) of the
Internal Revenue Code and the regulations issued thereunder, and any other rules
and regulations applicable to investment vehicles underlying variable annuity
contracts or variable life insurance policies (together, the "Tax Rules"), and
it will immediately notify the Investment Adviser and the Portfolio upon having
a reasonable basis for believing that the Portfolio has ceased to (i) comply
with such Tax Rules or may not be in compliance in the future; or (ii) qualify
as a regulated investment company or may not so qualify in the future.
G. The Sub-Adviser shall notify the Investment Adviser and the Portfolio
immediately of any material fact known to the Sub-Adviser relating to the
Sub-Adviser that is not contained in the Registration Statement, or any
amendment or supplement thereto, or of any statement contained therein that
becomes untrue in any material respect.
H. The Sub-Adviser shall not divert the Portfolio's portfolio securities
transactions to a broker or dealer in consideration of such broker or dealer's
promotion or sales of shares of the Portfolio, any other series of ATST, or any
other registered investment company.
13. TERM OF AGREEMENT.
This Agreement shall become effective as of the date set forth above.
Unless sooner terminated as provided herein, it shall continue in effect for two
years from its effective date. Thereafter, if not terminated, it shall continue
for successive 12-month periods, provided that such continuance is specifically
approved at least annually (a) by the vote of a majority of the Portfolio's
outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) or by the Board and
(b) by the vote, cast in person at a meeting called for the purpose, of a
majority of the Trustees who are not interested persons (for regulatory
purposes) of ATST or the Investment Adviser. This Agreement may be terminated at
any time, without payment of any penalty, on 60 days' written notice to the
Investment Adviser or the Sub-Adviser, as appropriate, by (i) the Board, (ii) a
vote of a majority of the outstanding voting securities of the Portfolio, (iii)
the Investment Adviser, or (iv) the Sub-Adviser. This Agreement shall terminate
automatically in the event of its assignment (as defined or interpreted for
regulatory purposes) or the termination of the Advisory Agreement.
14. NOTICES.
Any notice shall be sufficiently given when sent by certified U.S. mail,
national expenses deliver service, or facsimile to the parties at the address
below:
If to ATST:
AEGON/Transamerica Series Trust
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Investment Adviser:
Transamerica Fund Advisors, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Sub-Adviser:
Transamerica Investment Management, LLC
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇)-▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
15. AMENDMENT OF AGREEMENT.
No provision of this Agreement may be changed, waived, discharged, or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge, or termination is
sought, and no amendment of this Agreement shall be effective until approved by
the Board and, solely to the extent required by the 1940 Act, regulations
thereunder and/or interpretations thereof, the shareholders of the Portfolio.
16. MISCELLANEOUS.
A. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Delaware without giving effect to the conflicts of laws
principles thereof, and the 1940 Act. To the extent that the applicable laws of
the State of Delaware conflict with the applicable provisions of the 1940 Act,
the latter shall control.
B. Captions. The captions contained in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
C. Entire Agreement. This Agreement represents the entire agreement and
understanding of the parties hereto and shall supersede any prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements shall be deemed terminated upon the effectiveness of this Agreement.
D. 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, and to this extent, the provisions of this
Agreement shall be deemed to be severable.
E. Definitions. Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to authoritative interpretations thereof.
F. Confidentiality. The Sub-Adviser will maintain the strictest confidence
regarding the business affairs of ATST and the Portfolio. Written reports
furnished by the Sub-Adviser to ATST and the Investment Adviser will be treated
as confidential, and for the exclusive use and benefit of ATST and the
Investment Adviser, except as disclosure may be required by applicable law.
G. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original of the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
TRANSAMERICA FUND ADVISORS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President & Chief Executive
Officer
TRANSAMERICA INVESTMENT MANAGEMENT, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Director
AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN
TRANSAMERICA FUND ADVISORS, INC. AND
▇▇▇▇▇▇▇▇▇ INVESTMENT COUNSEL, LLC
THIS AMENDMENT is made as of October 27, 2006 to the Sub-Advisory Agreement
dated May 1, 2004, as amended, between Transamerica Fund Advisors, Inc.
(formerly, AEGON/Transamerica Fund Advisers, Inc.) and ▇▇▇▇▇▇▇▇▇ Investment
Counsel, LLC, on behalf of Templeton Transamerica Global (formerly, Templeton
Great Companies Global) (the "Portfolio"), a separate series of
AEGON/Transamerica Series Trust. In consideration of the mutual covenants
contained herein, the parties agree as follows:
FUND NAME CHANGE. Any references to ▇▇▇▇▇▇▇▇▇ Great Companies Global are
revised to mean ▇▇▇▇▇▇▇▇▇ Transamerica Global, in response to the name
change of the Portfolio, effective October 27, 2006.
In all other respects, the Sub-Advisory Agreement dated May 1, 2004, as amended,
is confirmed and remains in full force and effect.
The parties hereto have caused this amendment to be executed as of October 27,
2006.
TRANSAMERICA FUND ADVISORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President,
Secretary, and General Counsel
▇▇▇▇▇▇▇▇▇ INVESTMENT COUNSEL, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
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Title: President/CEO
---------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISOR COMPENSATION*
--------- -------------------------
TEMPLETON TRANSAMERICA GLOBAL 0.31% of the first $500 million; 0.275% of
assets over $500 million up to $1.5 billion; and
0.28% of assets over $1.5 billion.**
* As a percentage of average daily net assets on an annual basis.
** Templeton receives 0.40% of the first $500 million of the portion of assets
that it manages up to $500 million; 0.375% of the average daily net assets
of the fund for the portion it manages over $500 million up to $1.5
billion; and 0.35% of the average daily net assets of the fund for the
portion it manages over $1.5 billion. Transamerica receives the
sub-advisory fees listed in the schedule, less the fees paid to ▇▇▇▇▇▇▇▇▇.