23.(d)(33)
Form of Sub-Advisory Agreement - Transamerica Strategic Selection Fund
FORM OF
SUB-ADVISORY AGREEMENT
This Sub-Advisory Agreement dated [__], 2007 ("Agreement") is entered by and
between Transamerica Investment Management, LLC, a Delaware limited liability
company (the "Sub-Adviser"), and Transamerica Fund Advisors, Inc., a Florida
corporation ("TFAI"), investment adviser for AEGON/Transamerica Series Trust
("ATST"), a Delaware statutory trust of the series type registered under the
Investment Company Act of 1940 ("1940 Act") as an open-end management investment
company;
WHEREAS, TFAI has entered into an Investment Advisory Agreement dated as of
January 1, 1997, as amended ("Advisory Agreement") with ATST to provide
investment advisory services to Transamerica Strategic Selection Fund (the
"Asset Allocation Portfolio");
WHEREAS, TFAI wishes to retain the Sub-Adviser in providing asset allocation
services to the Asset Allocation Portfolio and the Sub-Adviser is willing to
provide such services upon the terms and conditions and for the compensation set
forth below; and
WHEREAS, the Sub-Adviser is an investment adviser registered as such with the
Securities and Exchange Commission ("SEC") under the Investment Advisers Act of
1940 ("Advisers Act").
NOW, THEREFORE, in consideration of the promises and mutual covenants herein
contained, the parties agree as follows:
Services
a. In General:
For purposes of this Agreement, the Sub-Adviser shall provide the following
services:
- Consistent with the investment objectives, policies and
restrictions applicable to the Asset Allocation Portfolio as
stated in the then-current Asset Allocation Portfolio's
registration statement, the Sub-Adviser will direct the asset
allocation strategy and the investment decisions to implement
such strategy for the Asset Allocation Portfolio.
- From certain series of ATST as listed herein on Schedule A, the
Sub-Adviser will use its methodology to decide in which of those
series the Asset Allocation Portfolio will in turn invest
("Underlying Portfolios").
- The Sub-Adviser will communicate to ATST's custodian (as
identified in the prospectus) trade instructions that are a
result of its investment decisions, including
rebalancing/reallocation determinations.
- The Sub-Adviser will work with TFAI and ATST to assist in the
preparation of marketing materials as more fully explained in the
Advertising Standards section of this Agreement regarding the
Sub-Adviser's specific role with respect to the services
provided.
- The Sub-Adviser will provide mutually-agreed upon permissible
marketing support in conjunction with this Agreement as more
fully explained in the Advertising Standards section of this
Agreement.
- The Sub-Adviser will furnish to TFAI and ATST's Board of Trustees
("Board") periodic and special reports (including any statistical
information) on the investment performance of the Asset
Allocation Portfolio and on the performance of its obligations
under this Agreement and will supply such additional reports and
information as ATST's officers or Board reasonably request, and
it will cause its officers to attend meetings, either in person
or via teleconference, of the Board and furnish such oral or
written reports as the Board or officers of ATST reasonably
request. TFAI or ATST's Board of Trustees will provide the
Sub-Adviser with at least 15 business days advance written notice
of such requests.
The Sub-Adviser is solely responsible for the foregoing services, and it
understands and agrees that TFAI is not responsible for, and will not review,
the day-to-day investment activities of the Sub-Adviser with respect to the
Asset Allocation Portfolio.
The Sub-Adviser will not vote proxy statements of the Underlying Portfolios that
the Asset Allocation Portfolio may receive. Such proxy statements will be voted
by TFAI, in accordance with the then-current proxy voting policies and
procedures of ATST.
b. Non-Public Information:
To provide services under this Agreement, the Sub-Adviser obtains from ATST's
custodian, TFAI or its affiliates information concerning portfolio holdings of
the Underlying Portfolios that may be deemed to be material and non-public
("Confidential Information"). The Sub-Adviser represents, warrants and agrees
that any Confidential Information will be used by the Sub-Adviser solely for
purposes of the Sub-Adviser's analysis and/or provision of services to the Asset
Allocation Portfolio pursuant to this Agreement. The Sub-Adviser represents,
warrants and agrees that it shall not disclose any Confidential Information
provided to the Sub-Adviser or its directors, officers, employees, agents or
advisors (including, without limitation, attorneys, accountants, consultants)
(the "Representatives"), except as otherwise provided herein. The Sub-Adviser
represents, warrants and agrees that it will not share or use the Confidential
Information in any manner contrary to this Agreement or applicable law. The
Sub-Adviser further represents, warrants and agrees to limit access to the
Confidential Information to its Representatives who on a need to know basis, are
(1) authorized to have access to the Confidential Information, and (2) subject
to confidentiality obligations, no less restrictive than the confidentiality
obligations contained in this Agreement.
Proprietary Methodology
TFAI agrees not to strip out data, methodology, and/or other intellectual
property contained within the services furnished by the Sub-Adviser, or use it
for any purpose contrary to the terms and intent of this Agreement.
Compensation
For its services to the Asset Allocation Portfolio, the Sub-Adviser receives no
compensation.
Representations, Warranties and Undertakings
The Sub-Adviser represents and warrants that: (i) the services that it provides
to TFAI pursuant to this Agreement are formulated independently and that such
services are rendered in the best interest of the Asset Allocation Portfolio,
and without the input of TFAI or any affiliate thereof; (ii) it, and its
officers, directors, employees, associated persons and agents, possess all
necessary licenses and registrations to enter into and perform this Agreement;
(iii) with respect to its performance of the obligations arising under this
Agreement, it complies in all material respects with all applicable laws, rules
and regulations, including but not limited to the 1940 Act, the Advisers Act;
(iv) it will manage the Asset Allocation Portfolio so that it will qualify, and
continue to qualify, as a regulated investment company under subchapter M of the
Internal Revenue Code of 1986 (the "Code") and regulations issued thereunder;
(v) it treats confidentially and as proprietary information of the Asset
Allocation Portfolio all records and information relative to that portfolio, and
will not use such records and information for any purpose other than performance
of its responsibilities and duties hereunder, except after prior notification to
and approval in writing by ATST, which approval shall not be unreasonably
withheld and may not be withheld if the Sub-Adviser has received a regulatory or
judicial order requesting such information, or when so requested by ATST; and
(vi) it 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, if it has
not already done so, it will provide TFAI and ATST with a copy of such code of
ethics, together with evidence of its adoption for review and approval by the
Board. The Sub-Adviser hereby agrees to indemnify TFAI, ATST, their officers,
trustees/directors, employees, associated persons, agents and control persons,
against any damages, losses, penalties, fines, fees or expenses (including
reasonable attorney fees) resulting from any material breach of the
Sub-Adviser's representations and warranties set forth above.
TFAI represents and warrants that: (i) it, and its officers, directors,
employees, associated persons and agents, possess all necessary licenses and
registrations to enter into and perform this Agreement; and (ii) it complies in
all material respects with all applicable laws, rules and regulations, including
but not limited to the 1940 Act, the Advisers Act and the Code; (iii) except as
provided herein, the Sub-Adviser has no responsibility for the organization and
operation of the Asset Allocation Portfolio or for ensuring compliance with all
applicable laws and/or regulations relating to ATST and the Asset Allocation
Portfolio; (iv) the Order under Section 6(c) of the 1940 Act issued August 5,
1998 and entitled "In the Matter of WRL Series Fund, Inc. and WRL Investment
Management, Inc." is in full force and effect and has not been revoked, all
conditions therein have been met with respect to this Agreement, and said Order
provides exemption from the requirement that this Agreement be approved by a
vote of the shareholders of the Asset Allocation Portfolio in accordance with
the requirements of the 1940 Act and (v) it has received a copy of the
Sub-Adviser's Form ADV Part II. TFAI hereby agrees to indemnify the Sub-Adviser,
its officers, directors, employees, associated persons, agents and control
persons, against any damages, losses, penalties, fines, fees or expenses
(including reasonable attorney fees) resulting from any material breach by TFAI
of such representations and warranties.
Recordkeeping, Notification, Regulatory Approval and Provision of Certain
Documents
The Sub-Adviser agrees to maintain such books and records with respect solely to
its services as stated herein as are required by Rule 31a-1(f) of the 1940 Act,
and to preserve such records for the periods and in the manner required by Rule
31a-3. The Sub-Adviser also agrees that such records it maintains and preserves
relating to services as stated herein are the property of ATST, with the
exception of books and records that the Sub-Adviser must maintain solely
pursuant to Rule 204 of the Investment Advisers Act of 1940, and that copies
will be surrendered promptly to ATST upon request, provided, however, that ATST
shall have no ownership interest in any records that include information, data,
or other material proprietary to the Sub-Adviser or any of its affiliates. The
Sub-Adviser further agrees that it will furnish to regulatory authorities having
the requisite authority any information or reports in connection with its
services hereunder which may be requested in order to determine whether the
operations of the Asset Allocation Portfolio are being conducted in accordance
with applicable laws and regulations.
The Sub-Adviser will immediately notify TFAI and ATST in writing in the event
that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is
subject to a statutory disqualification that prevents the Sub-Adviser from
rendering products and services pursuant to this Agreement; or (2) becomes aware
that it is the subject of an administrative proceeding or enforcement action by
the SEC or other regulatory authority.
TFAI will immediately notify the Sub-Adviser in writing in the event that TFAI
or any of its affiliates: (1) becomes aware that it is subject to a statutory
disqualification that prevents it from complying with its duties and obligations
under this Agreement; or (2) becomes aware that it is the subject of an
administrative proceeding or enforcement action by the SEC or other regulatory
authority that affects its ability to comply with its duties and obligations
under this Agreement.
TFAI will furnish to the Sub-Adviser copies of the following documents and will
furnish to the Sub-Adviser future material amendments and supplements to such
documents, if any, as soon as practicable after such documents become available:
(i) the charter documents of ATST; (ii) certified resolutions of the Board
authorizing the appointment of TFAI and the Sub-Adviser and approving the
Advisory Agreement and this Agreement; (iii) the ATST registration statement
under the 1940 Act and the Securities Act of 1933 on Form N-1A, as filed with
the SEC; (iv) a copy of publicly available financial statement or report
prepared for ATST by certified or independent public accountants. TFAI will also
furnish to the Sub-Adviser any further documents, materials or information that
the Sub-Adviser may reasonably request to enable it to perform its duties
pursuant to this Agreement.
Advertising Standards Applicable
The Sub-Adviser will assist TFAI in TFAI's development of appropriate marketing
materials with respect to the Asset Allocation Portfolio. TFAI will be
responsible for any and all production, shipping and other like charges relating
to these TFAI marketing materials. The details of these arrangements will be
mutually agreed upon by the parties.
TFAI agrees that it or its affiliates will submit all marketing material subject
to this Agreement to NASD Advertising Regulation ("NASD") for review, as
required by the rules of NASD. TFAI agrees to use its best efforts to submit or
cause the submission of all marketing material relating to the Asset Allocation
Portfolio to the NASD ten days prior to first use. TFAI or its affiliates shall
be responsible for maintaining all records relating to marketing material, as
required by NASD.
Financial Reports
TFAI shall furnish to the Sub-Adviser quarterly financial reports detailing the
assets under management for the Asset Allocation Portfolio.
Liability and Indemnification
Unless otherwise provided herein, the Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by TFAI, ATST, or
the shareholders of ATST in connection with the matters to which this Agreement
relates, except that nothing herein shall protect the Sub-Adviser from any
liability to TFAI, ATST, or the shareholders of ATST resulting from a breach of
fiduciary duty by the Sub-Adviser under the 1940 Act and other applicable laws
and regulations with respect to the receipt of compensation for services or from
the willful misfeasance, bad faith or gross negligence on the part of the
Sub-Adviser in the performance of its duties or from reckless disregard by it of
its obligations or duties under this Agreement.
The Sub-Adviser shall indemnify and hold harmless TFAI from any and all third
party claims, losses, expenses, obligations and liabilities (including
reasonable attorneys' fees) which arise or result from the Sub-Adviser's willful
misfeasance, bad faith or gross negligence in the performance of its duties or
from the Sub-Adviser's reckless disregard of its obligations or duties under
this Agreement. In no case shall the Sub-Adviser be liable for actions taken or
non-actions with respect to the performance of services under this Agreement
based upon specific information, instructions or requests given or made to the
Sub-Adviser by TFAI.
Contract Approval and Termination
This Agreement shall become effective upon its approval by ATST's Board of
Trustees ("Board"), including a majority of the Trustees who are not interested
persons (for regulatory purposes) ("Independent Board Members"), by a vote cast
in person at a meeting called for the purposes of voting on such approval.
Unless sooner terminated as provided herein, this Agreement shall continue for
an initial term of up to two years. Thereafter, if not terminated, this
Agreement shall continue in effect for successive 12-month periods, provided
such continuance is specifically approved at least annually (a) by the vote of a
majority of the Independent Board Members, cast in person at a meeting called
for the purpose of voting on such continuance, and (b) by the Board or by vote
of a majority of the outstanding voting securities (for regulatory purposes) of
the Asset Allocation Portfolio; provided, however, that this Agreement may be
terminated at any time without the payment of any penalty, on 60 days' written
notice to TFAI and/or the Sub-Adviser, as appropriate, by (i) the pertinent
Board, on behalf of the Asset Allocation Portfolio; (ii) vote of a majority of
the outstanding voting securities of the Asset Allocation Portfolio; (iii) TFAI;
or (iv) the Sub-Adviser. This Agreement will also immediately terminate in the
event of its assignment as defined by the 1940 Act.
Notices
Any notice shall be sufficiently given when sent by certified U.S. mail,
national expenses delivery service, or facsimile to the parties at the address
below:
If to TFAI:
Transamerica Fund Advisors, Inc.
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▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to ATST:
AEGON/Transamerica Series Trust
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▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Sub-Adviser:
Transamerica Investment Management, LLC
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▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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 an
amendment of this Agreement shall be effective until approved by the affirmative
vote of a majority of the Trustees, including a majority of the Independent
Board Members, cast in person at a meeting called for the purpose of voting on
the approval of such amendment. An amendment shall require a vote of a majority
of the outstanding voting securities of the Asset Allocation Portfolio, to the
extent required by the 1940 Act and the rules thereunder.
Governing Law
This Agreement shall be construed in accordance with the laws of Delaware
without giving effect to the conflicts of laws principles thereof, and the 1940
Act. To the extent that the applicable laws of Delaware conflict with the
applicable provisions of the 1940 Act, the latter shall control.
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.
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. 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 hereby and, to
this extent, the provisions of this Agreement shall be deemed to be severable.
Confidentiality
The Sub-Adviser will maintain the strictest confidence regarding the business
affairs of ATST. Written reports furnished by the Sub-Adviser to ATST or TFAI
will be treated by such entities as confidential and for the exclusive use and
benefit of ATST except as disclosure may be required by applicable law.
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:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President,
General Counsel & Secretary
TRANSAMERICA INVESTMENT MANAGEMENT, LLC
By:
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Name:
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Title:
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SCHEDULE A
- Transamerica Balanced
- Transamerica Convertible Securities
- Transamerica Equity
- Transamerica Growth Opportunities
- Transamerica Money Market
- Transamerica Small/Mid Cap Value
- Transamerica U.S. Government Securities
- Transamerica Value Balanced