Exhibit 23(d)(1)(uu)
Investment Advisory Agreement - TA IDEX ▇▇▇▇▇▇▇, ▇▇▇▇▇ Micro Emerging Growth
and TA IDEX ▇▇▇▇▇▇▇▇▇▇▇ Small- & Mid-Cap Value
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INVESTMENT ADVISORY AGREEMENT
TRANSAMERICA IDEX MUTUAL FUNDS
This Agreement, entered into as of August 1, 2006 between Transamerica IDEX
Mutual Funds, a Delaware statutory trust (referred to herein as the "Trust") and
Transamerica Fund Advisors, Inc., a Florida corporation (referred to herein as
"TFAI"), to provide certain management and advisory services to certain series
of shares of beneficial interest in the Trust as listed on the attached Schedule
A to this Agreement (the "Funds").
The Trust is registered as an open-end investment company registered under
the Investment Company Act of 1940 ("1940 Act"), and consists of more than one
series of shares, including the Funds. In managing each of the Funds, as well as
in the conduct of certain of its affairs, the Trust wishes to have the benefit
of the investment advisory services of TFAI and its assistance in performing
certain management, administrative and promotional functions. TFAI desires to
furnish services for the Trust and to perform the functions assigned to it under
this Agreement for the considerations provided. Accordingly, the parties have
agreed as follows:
1. APPOINTMENT. The Trust hereby appoints TFAI as the Trust's investment
adviser and administrator for the period and on the terms set forth in this
Agreement. TFAI accepts such appointment and agrees to render or cause to be
rendered the services set forth for the compensation herein specified. In all
matters relating to the performance of this Agreement, TFAI will act in
conformity with the Trust's Declaration of Trust, Bylaws and current
registration statement applicable to the Funds as it may be supplemented from
time to time, and with the instructions and direction of the Board of Trustees
of the Trust, and will conform to and comply with the 1940 Act and all other
applicable federal or state laws and regulations.
2. INVESTMENT ADVISORY SERVICES. In its capacity as investment adviser to
the Trust, TFAI shall have the following responsibilities:
(a) to provide a continuous investment program for the Funds including
advice as to the acquisition, holding or disposition of any or all of the
securities or other assets which the Funds may own or contemplate acquiring
from time to time, consistent with the Trust's Declaration of Trust and
each Fund's investment objective and policies adopted and declared by the
Board of Trustees and stated in each Fund's current Prospectus;
(b) to cause the officers of TFAI to attend meetings and furnish oral or
written reports, as the Trust may reasonably require, in order to keep the
Trustees and appropriate officers of the Trust fully informed as to the
conditions of the investment securities of each Fund, the investment
recommendations of TFAI, and the investment considerations which have given
rise to those recommendations; and
(c) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Trust, including the selection of brokers and
dealers to execute such transactions, consistent with paragraph 8 hereof.
It is understood and agreed that TFAI intends to enter into a Sub-Advisory
Agreement with a sub-adviser for each of the Funds listed on Schedule A pursuant
to which TFAI may delegate some or all of its responsibilities under this
Section 2. The compensation to be paid to the sub-adviser for such services
shall be set forth in the Sub-Advisory Agreement; provided, however, that such
Agreement shall be approved by the Board of Trustees, including a majority of
the Trustees who are not parties to the Sub-Advisory Agreement or interested
persons (within the meaning of Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of any such
party (the "Disinterested Trustees"), and by the holders of the outstanding
voting securities of each Fund in accordance with the requirements of Section 15
of the 1940 Act, and shall otherwise be subject to, and contain such provisions
as shall be required by, the 1940 Act.
3. MANAGEMENT AND ADMINISTRATIVE SERVICES. TFAI shall furnish or make
available to the Funds the services of executive and management personnel to
supervise the performance of all administrative, record-keeping, shareholder
relations, regulatory reporting and compliance, and all other functions of the
Funds, including supervising and coordinating the services of the Funds'
custodian and transfer agent. TFAI shall also assist in the preparation of
reports to shareholders of the Funds and prepare sales literature promoting sale
of each Fund's shares as requested by the Trust.
4. ALLOCATION OF EXPENSES. During the term of this Agreement, the Funds
will bear all expenses not expressly assumed by TFAI incurred in the operation
of each Fund and the offering of its shares. Without limiting the generality of
the foregoing:
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(a) Each Fund shall pay (i) fees payable to TFAI pursuant to this
Agreement; (ii) the cost (including brokerage commissions, if any) incurred
in connection with purchases and sales of the Fund's portfolio securities;
(iii) expenses of organizing the Fund; (iv) filing fees and expenses
relating to registering and qualifying and maintaining the registration and
qualification of a Fund's shares for sale under federal and state
securities laws; (v) its allocable share of the compensation, fees and
reimbursements paid to the Trust's non-interested Trustees; (vi) custodian
and transfer agent fees; (vii) legal and accounting expenses allocable to
the Fund, including costs for local representation in Delaware and fees of
special counsel, if any, for the independent Trustees; (viii) all federal,
state and local tax (including stamp, excise, income and franchise taxes)
and the preparation and filing of all returns and reports in connection
therewith; (ix) cost of certificates and delivery to purchasers; (x)
expenses of preparing and filing reports with federal and state regulatory
authorities; (xi) expenses of shareholders' meetings and of preparing,
printing and distributing proxy statements (unless otherwise agreed to by
the Trust and TFAI); (xii) costs of any liability, uncollectible items of
deposit and other insurance or fidelity bonds; (xiii) any costs, expenses
or losses arising out of any liability of or claim for damage or other
relief asserted against the Trust for violation of any law; (xiv) expenses
of preparing, typesetting and printing prospectuses and supplements thereto
for existing shareholders and of reports and statements to shareholders;
(xv) fees and expenses in connection with membership in investment company
organizations and 12b-1 fees; and (xvi) any extraordinary expenses incurred
by the Trust on behalf of the Fund;
(b) TFAI shall pay (i) all expenses incurred by it in the performance of
its duties under this Agreement; and (ii) compensation, fees and expenses
of officers and Trustees of the Trust, except for such Trustees who are not
interested persons (as defined in the ▇▇▇▇ ▇▇▇) of TFAI;
(c) If, for any fiscal year, the total expenses of each of the Funds,
including, but not limited to: the fees to TFAI, compensation to its
custodian, transfer agent, registrar, auditors and legal counsel, printing
expense, and fees, compensation and expenses to Trustees who are not
interested persons, exceed any expense limitation imposed by applicable
state law, TFAI shall reimburse the Fund for such excess in the manner and
to the extent required by applicable state law; provided, however, that
TFAI shall reimburse the Fund for the amount of such expenses which exceed
the expense cap of the Fund's average daily net assets as listed in
Schedule A attached to this Agreement. For purposes of this sub-paragraph,
"total expenses" shall not include interest, taxes, litigation expenses,
brokerage commissions or other costs incurred in acquiring or disposing of
any of the Fund's portfolio securities, expenses incurred pursuant to the
Fund's Plan of Distribution under Rule 12b-1 of the 1940 Act, or any costs
arising other than in the ordinary and necessary course of the Fund's
business.
5. OBLIGATIONS OF TRUST. The Trust shall have the following obligations
under the Agreement:
(a) to keep TFAI continuously and fully informed as to the composition of
its investment portfolio of the Funds and the nature of all of its assets
and liabilities from time to time;
(b) to furnish TFAI with a certified copy of any financial statement or
report prepared for the Funds by certified or independent public
accountants, and with copies of any financial statements or reports made to
its shareholders or to any governmental body or securities exchange;
(c) to furnish TFAI with any further materials or information which TFAI
may reasonably request to enable it to perform its functions under this
Agreement; and
(d) to compensate TFAI for its services in accordance with the provisions
of Section 6 hereof.
6. COMPENSATION. Each Fund shall pay to TFAI for its services a fee,
computed daily and paid monthly, payable on the last day of each month during
which or part of which this Agreement is in effect, as set forth in Schedule A
attached to this Agreement, as it may be amended from time to time in accordance
with Section 15 below. For the month during which this Agreement becomes
effective and the month during which it terminates, however, there shall be an
appropriate pro-ration of the fee payable for such month based on the number of
calendar days of such month during which this Agreement is effective.
7. TREATMENT OF INVESTMENT ADVICE. With respect to each Fund, the Fund
shall retain full control over its own investment policies. However, the
Trustees of the Trust may delegate to the appropriate officers of the Trust, or
to a committee of Trustees, the power to authorize purchases, sales or other
actions affecting the Fund in the interim between meetings of the Trustees,
provided such action is consistent with the established investment policy of the
Trustees and is reported to the Trustees at their next meeting.
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8. BROKERAGE COMMISSIONS. For purposes of this Agreement, brokerage
commissions paid by the Funds upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of each Fund and shall be
paid by each of the Funds. TFAI is authorized and directed to place the Funds'
securities transactions, or to delegate to the sub-adviser the authority and
direction to place the Funds' securities transactions, only with brokers and
dealers who render satisfactory service in the execution of orders at the most
favorable prices and at reasonable commission rates; provided, however, that
TFAI or the sub-adviser, may pay a broker or dealer an amount of commission for
effecting a securities transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if TFAI or
the sub-adviser determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer viewed in terms of either that particular
transaction or the overall responsibilities of TFAI or the sub-adviser.
Notwithstanding the foregoing, the Trust shall retain the right to direct the
placement of all securities transactions of each Fund, and the Trustees may
establish policies or guidelines to be followed by TFAI and the sub-adviser in
placing portfolio transactions for each Fund pursuant to the foregoing
provisions. TFAI shall report on the placement of portfolio transactions each
quarter to the Trustees of the Trust.
9. PURCHASES BY AFFILIATES. Neither TFAI nor any officer or Director
thereof shall take a long or short position in the securities issued by the
Funds. This prohibition, however, shall not prevent the purchase from the Funds
of shares issued by the Funds on behalf of the Trust, by the officers or
Directors of TFAI (or by deferred benefit plans established for their benefit)
at the current price available to the public, or at such price with reductions
in sales charge as may be permitted by each Fund's current prospectus, in
accordance with Section 22(d) of the 1940 Act.
10. TERM. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for two years from its effective date, and shall
continue in effect from year to year thereafter, provided such continuance is
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons (as that
term is defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of the Trust or the
affirmative vote of a majority of each Fund's outstanding voting securities (as
defined in Section 2(a)(42) of the 1940 Act).
11. TERMINATION. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust, or with respect to the Funds, by the
shareholders of each Fund acting by vote of at least a majority of its
outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act),
provided in either case that 60 days' written notice of termination be given to
TFAI at its principal place of business. This Agreement may be terminated by
TFAI at any time by giving 60 days' written notice of termination to the Trust,
addressed to its principal place of business.
12. USE OF NAME. If this Agreement is terminated and TFAI no longer serves
as investment adviser to the Funds, TFAI reserves the right to withdraw from the
Trust the use of the name "Transamerica IDEX" with respect to the Funds or any
name misleadingly implying a continuing relationship between the Funds and TFAI
or any of its affiliates.
13. LIABILITY OF TFAI. TFAI may rely on information reasonably believed by
it to be accurate and reliable. Except as may otherwise be provided by the 1940
Act, neither TFAI nor its officers, directors, employees or agents shall be
subject to any liability to the Trust or the Funds or any shareholder of each
Fund for any error of judgment, mistake of law or any loss arising out of any
investment or other act or omission in the course of, connected with or arising
out of any service to be rendered hereunder, except by reason of willful
misfeasance, bad faith or gross negligence in its performance of its duties or
by reason of reckless disregard of its obligations and duties under this
Agreement.
14. ASSIGNMENT. This Agreement shall terminate automatically in the event
of its assignment (as the term is defined in Section 2(a)(4) of the 1940 Act).
15. AMENDMENTS. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities (as defined
in Section 2(a)(42) of the ▇▇▇▇ ▇▇▇) of each Fund and the approval by the vote
of a majority of Trustees of the Trust who are not parties hereto or interested
persons (as that term is defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of any
such party, cast in person at a meeting called for the purpose of voting on the
approval of such amendment, unless otherwise permitted by the 1940 Act.
16. PRIOR AGREEMENTS. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this Agreement.
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17. LIMITATION OF LIABILITY. A copy of the Trust's Certificate of Trust is
on file with the State of Delaware, and notice is hereby given that this
Agreement is executed on behalf of the Trustees as Trustees of the Trust and not
individually, and that the obligations under this Agreement are not binding upon
any of the Trustees, officers, shareholders, agents or employees of the Trust
individually, but binding only upon the assets and property of the Trust.
The parties hereto have caused this Agreement to be executed by their duly
authorized signatories as of the date and year first above written.
TRANSAMERICA FUND ADVISORS, INC.
By:
------------------------------------
Name: T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
Title: Vice President
TRANSAMERICA IDEX MUTUAL FUNDS
By:
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
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INVESTMENT ADVISORY AGREEMENT
SCHEDULE A
FUND INVESTMENT ADVISER COMPENSATION EXPENSE CAP
---- ------------------------------- -----------
1.05% of the first $250 million of
the Fund's average daily net
TA IDEX ▇▇▇▇▇▇▇, ▇▇▇▇▇ MICRO assets; 1.00% from $250 million to 1.25%
EMERGING GROWTH $500 million; 0.975% in excess of
$500 million of the Fund's average
daily net assets
0.95% of the first $100 million of
the Fund's average daily net
TA IDEX ▇▇▇▇▇▇▇▇▇▇▇ SMALL- & assets; 0.90% from $100 million to
MID-CAP VALUE $250 million; 0.85% from $250 1.15%
million to $500 million; 0.825% in
excess of $500 million of the
Fund's average daily net assets
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