Common use of Subadvisory Services Clause in Contracts

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by the Adviser, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agent.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution execution, as agent of the Fund for this limited purpose, of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. The Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. The Subadviser shall place orders in accordance with its policy to seek best execution as set forth in the Subadviser’s Form ADV. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which that the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which that is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which that is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser agrees to provide, upon request, reasonable assistance to TAM, the AdviserTrust’s Valuation Committee and the Fund’s pricing agent in making determinations of the fair value of the Fund’s portfolio securities in accordance with the Trust’s valuation procedures. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. (f) TAM acknowledges and agrees that the Subadviser shall provide the Fund not be responsible for taking any action or rendering advice with information regarding respect to any class action claim relating to any assets held in the Allocated Assets or Fund. TAM will instruct applicable service providers not to reasonably assist forward to Subadviser any information concerning such actions. The Subadviser will, however, forward to TAM any information it receives regarding any legal matters involving any asset held in the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentAllocated Assets or Fund.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision general oversight of the Trust’s Board and the general supervision, oversight and direction of Trustees (the “Board”) PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shallAdvisor, with respect to the Allocated Subadvisor Managed Assets, determine Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time what securities provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other investments agreements) as necessary to place such orders; and instruments will be purchased, retained, sold or exchanged by the Fund (iii) maintain such books and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the Allocated Assets to the custodian securities transactions of the Fund Funds as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to are required by applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all law or substantially all of the Allocated Assets of the Fund in one or more investment companiesregulation. (b) The Subadviser In providing the Subadvisory Services, Subadvisor will place orders pursuant supervise the Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assets. In addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to its investment determinations for the instruments that the Subadvisor may cause the Fund either directly to hold or contemplate purchasing. (c) Subadvisor will at all times comply with (i) the issuer or with any broker or dealerpolicies and procedures of the Funds, foreign currency dealerIssuer and Advisor of which it has received written notice, futures commission merchant or others selected by it. In connection with (ii) the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services Rules (as those terms are defined in Section 28(e3 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of the Securities Exchange Act of 19341986, as amended (the “Exchange ActCode”)) to the Fund and/or the , and all other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage applicable federal and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage state laws, rules 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. regulations (c) The Fund hereby authorizes any entity or person associated collectively with the Subadviser which is a member of a national securities exchange to effect any transaction on Registration Statement, the exchange for IPS, the account of Investment Company Act, the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunderAdvisers Act, and the Fund hereby consents to Code, the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv“Relevant Laws”). Notwithstanding Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the foregoing, the Subadviser agrees that it Funds. Subadvisor will not deal be responsible for complying with itself, or with Trustees any such material changes of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will which it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviserhas not received notice. (d) Unless TAM advises All cash, securities and other assets of the Subadviser in writing that Funds shall be held at all times by such entity or entities engaged by Issuer to be the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another partycustodian, including prime brokers and futures commission merchants (collectively, the Subadviser “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall exercise voting rights incident not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to any security purchased withor from the Custodian. Advisor shall provide, or comprising a portion ofshall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the Allocated Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Subadvisor Managed Assets due to circumstances deemed outside the normal course of business, Subadvisor shall be responsible for reimbursing the Funds. With respect to the Subadvisor Managed Assets, in accordance with Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the SubadviserCustodian’s proxy voting policies and procedures without consultation with TAM or records on a daily basis, (ii) reconcile the Fund. The Subadviser agrees market value from its internal records to furnish a copy of its proxy voting policies and proceduresthe Custodian’s records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any amendments thereto, to TAMmaterial discrepancies as defined by Advisor. (e) As reasonably requested Advisor acknowledges and agrees that Subadvisor is not the Funds’ pricing agent, and is not responsible for pricing the securities held by the AdviserFunds. However, Subadvisor shall be responsible for reviewing the Subadviser shall prices of the Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance to the Fund Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with information intermediaries or others about portfolio management and investment-related matters regarding the Allocated Assets to reasonably assist Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Fund in determining the appropriate valuation of such assets, provided Funds or that the Adviser acknowledges Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ensuring that any transactions effected for the Subadviser is not a valuation agent.Subadvisor Managed Assets between Subadvisor and PWP or any other subadvisor engaged to manage some of the assets of the Funds (“Other Subadvisors”) are consistent with the requirements of the Investment Company Act and with the Funds’ policy regarding Section 17

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), ) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust Transamerica Funds or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will review the Advisersecurity valuations of the Allocated Assets on a daily basis. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assetswill notify TAM promptly. In addition, provided that the Adviser acknowledges that the Subadviser is not will be available to consult with TAM in the event of a valuation agentpricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. The Subadviser will not act on behalf of TAM or the Fund regarding any legal proceedings, including bankruptcies or class actions, involving the securities held by the Trust and the issuers of those securities. (e) As reasonably requested The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s value of a security held by the AdviserFund does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assetswill notify TAM promptly. In addition, provided that the Adviser acknowledges that the Subadviser is not will be available to consult with TAM in the event of a valuation agentpricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAMTAM and subject to such other written restrictions and limitations provided by officers of TAM or the Trust to Subadviser in writing (such restrictions and limitations, the “Limitations”) and to the provisions of Section 2(h), the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional InformationInformation (“Investment Guidelines”). Subject to any existing Limitations, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund investsmay invest, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions Investment Guidelines of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the SubadviserLimitations, and any other specific policies adopted by the Board and disclosed to and acknowledged by the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Fund to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. Any Investment Guideline or Limitation will apply only at the time of an investment to which the Investment Guideline or Limitation is applicable and any such Investment Guideline or Limitation shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any change in circumstance resulting from, for example, a change in value, net assets or other circumstance will not be considered in determining whether any investment or the Fund complies with an Investment Guideline or Limitation. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund and acknowledged by the Subadviser from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund, except that TAM shall have the duty to vote proxies relating to investments in any pooled investment vehicles sponsored or advised by TAM. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. For the avoidance of doubt, TAM is responsible for: (i) ensuring compliance with all applicable regulations relating to the reporting of proxy votes for the Fund, including all required reports on SEC Form N-PX; and (ii) making any and all filings in connection with any securities litigation, class action lawsuits and bankruptcy, insolvency or workout proceedings relating to securities held or that were held by the Fund, or related to reporting requirements under federal and state securities laws and/or any foreign laws (as applicable) that may arise in respect of securities held in the Fund, including without limitation, filings required by the SEC or any other applicable regulatory agency (including required reporting related to short positions held in the Fund). The Subadviser shall not incur any liability to TAM by reason of any exercise of, or failure to exercise, TAM’s discretion in respect of such filings. (e) As reasonably requested The Subadviser agrees to provide, upon request, reasonable assistance to TAM, the Trust’s Valuation Committee and the Fund’s pricing agent in making determinations of the fair value of the Fund’s portfolio securities in accordance with the Trust’s valuation procedures. On a periodic basis (e.g., monthly, quarterly) and as a supplement to TAM’s valuation process, the Subadviser will review the security valuations in accordance with the Subadviser’s own pricing hierarchy and validation logic and will notify TAM on a reasonable basis if Subadviser becomes aware of any material differences (as defined by the AdviserSubadviser) between Subadviser’s internal valuations and TAM’s custodial valuations. The Subadviser will seek to notify TAM promptly if it believes, based on differences between the Fund’s valuation of a security that is a part of the Allocated Assets and the Subadviser’s valuation of the same security for another account under its management, the Fund has incorrectly valued the security to a material extent. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. Notwithstanding the foregoing, the Subadviser shall provide not be responsible for any valuation determinations made with respect to the Fund. (f) TAM acknowledges and agrees that Subadviser, its personnel, and Subadviser’s affiliates may take actions (or refrain from taking action) or have investment views that differ from actions taken or views taken with respect to the Fund hereunder. In addition, TAM acknowledges and agrees Subadviser and/or its affiliates may possess information as part of operating its other businesses or otherwise, including information that may be relevant to Underlying Fund and Manager Selection (as defined below), and that Subadviser has no obligation to share that information with TAM or the Fund, and that Subadviser may be limited in its ability to use that information regarding the Allocated Assets to reasonably assist in providing services hereunder. (g) All directions, instructions or Limitations by or on behalf of the Fund or TAM to the Subadviser shall be in determining writing signed by an authorized agent of the appropriate valuation Fund or TAM, confirmed in writing. For purposes of this Agreement, the term “in writing”, shall include directions given by facsimile or electronic mail. A list of persons authorized to give instructions to the Subadviser hereunder is set out in Schedule B to this Agreement. The Fund or TAM may revise the list of authorized persons from time to time by sending the Subadviser a revised list which has been certified by a duly authorized agent of the Fund or TAM. The Subadviser shall incur no liability whatsoever in relying upon any direction from, or document signed by, any person reasonably believed by Subadviser to be authorized to give or sign the same, whether or not the authority of such assetsperson is then effective. The Subadviser shall be under no duty to make any investigation or inquiry as to any statement contained in any writing and may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained. Directions given by the Fund or TAM to the Subadviser hereunder shall be effective only upon actual receipt by the Subadviser and shall be acknowledged by the Subadviser through its actions hereunder only, provided that unless the Adviser acknowledges Fund or TAM is advised by the Subadviser otherwise. (h) TAM shall endeavor to provide Subadviser reasonable advance notice, to the extent practicable under the circumstances, of any instructions, directions or amendments to the Investment Guidelines, Limitations, Governing Documents or any other specific policies adopted by the Board and disclosed to and acknowledged by the Subadviser (“Amendments”). TAM and the Fund agree and acknowledge that the Subadviser is may not a valuation agentbe able to comply immediately with such instructions, directions or Amendments. The Subadviser agrees to implement any such instructions, directions or Amendments as soon as reasonably practicable after their receipt or notify TAM regarding the Subadviser’s inability to comply with such instruction, directions or Amendments, and in the cases of such notice being provided, compliance by Subadviser with such instruction, directions or Amendments shall be excused and the parties agree to seek in good faith an appropriate resolution with respect to the proposed instruction, direction or Amendment.

Subadvisory Services. In its capacity as subadviser to the each Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the each Fund with respect to such portion of the a Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional InformationInformation (“Investment Policies”), and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld(“Limitations”). The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the each Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s current Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies Investment Policies and restrictions of the Fund referred to aboveLimitations, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser(“Instructions”, and any other specific policies adopted by the Board and disclosed to the SubadviserSubadviser (“Board Policies”). The Subadviser’s responsibility for providing investment research, advice, management and supervision to the a Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the a Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the a Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the a Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the a Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Each Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the a Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by Trust and applicable to the Fund from time to timetime (“Procedures”), and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Subadviser believes that a Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. (f) In performing its duties to a Fund hereunder, the Subadviser shall provide not be accountable for compliance with the Fund with information regarding Governing Documents, the Allocated Assets Investment Policies, Limitations, Instructions, Board Policies, Procedures and/or any amendments thereto unless and until provided to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentby TAM.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assetswill notify TAM promptly. In addition, provided that the Adviser acknowledges that the Subadviser is will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. For the avoidance of doubt, this paragraph shall not a valuation agentimpose on the Subadviser any duty to monitor and evaluate the daily prices supplied by the Fund’s third party pricing service provider.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), ) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. If TAM or the Trust participates in a securities lending program, TAM agrees and understands that the Sub-Adviser will not be responsible for the securities lending program, including any transactions that fail to settle due to the inability to retrieve securities in a timely manner. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust Transamerica Funds or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will review the Advisersecurity valuations of the Allocated Assets on a daily basis. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assetswill notify TAM promptly. In addition, provided that the Adviser acknowledges that the Subadviser is not will be available to consult with TAM in the event of a valuation agentpricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision general oversight of the Trust’s Board and the general supervision, oversight and direction of Trustees (the “Board”) PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shallAdvisor, with respect to the Allocated Subadvisor Managed Assets, determine Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time what securities provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other investments agreements) as necessary to place such orders; and instruments will be purchased, retained, sold or exchanged by the Fund (iii) maintain such books and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the Allocated Assets to the custodian securities transactions of the Fund Funds as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to are required by applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all law or substantially all of the Allocated Assets of the Fund in one or more investment companiesregulation. (b) The Subadviser In providing the Subadvisory Services, Subadvisor will place orders pursuant supervise the Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assets. In addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to its investment determinations for the instruments that the Subadvisor may cause the Fund either directly to hold or contemplate purchasing. (c) In providing the Subadvisory Services, Subadvisor will at all times comply with (i) the issuer or with any broker or dealerpolicies and procedures of the Funds, foreign currency dealerIssuer and Advisor applicable to the Subadvisor Managed Assets and of which it has received written notice, futures commission merchant or others selected by it. In connection with (ii) the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services Rules (as those terms are defined in Section 28(e3 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of the Securities Exchange Act of 19341986, as amended (the “Exchange ActCode”)) , and all other applicable federal and state laws, rules and regulations (collectively with the Registration Statement, the IPS, the Investment Company Act, the Advisers Act, and the Code, the “Relevant Laws”); provided, however, that notwithstanding anything to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission contrary herein, Subadvisor shall only be responsible for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have compliance with respect to accounts over which they exercise investment discretion. The Board may adopt policies the Subadvisor Managed Assets and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will shall only be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange responsible for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other those provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative Code that relate to the Subadviser and its directors and officers, which provision of the Subadvisory Services. Subadvisor will be provided in advance given prompt notice of any material change to any policy and/or procedures of the SubadviserFunds. Subadvisor will not be responsible for complying with any such material changes of which it has not received notice. (d) Unless TAM advises All cash, securities and other assets of the Subadviser in writing that Funds shall be held at all times by such entity or entities engaged by Issuer to be the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another partycustodian, including prime brokers and futures commission merchants (collectively, the Subadviser “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall exercise voting rights incident not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to any security purchased withor from the Custodian. Advisor shall provide, or comprising a portion ofshall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the Allocated Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Subadvisor Managed Assets due to circumstances deemed outside the normal course of business, Subadvisor shall be responsible for reimbursing the Funds. With respect to the Subadvisor Managed Assets, in accordance with Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the SubadviserCustodian’s proxy voting policies and procedures without consultation with TAM or records on a daily basis, (ii) reconcile the Fund. The Subadviser agrees market value from its internal records to furnish a copy of its proxy voting policies and proceduresthe Custodian’s records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any amendments thereto, to TAMmaterial discrepancies as defined by Advisor. (e) As reasonably requested Advisor acknowledges and agrees that Subadvisor is not the Funds’ pricing agent, and is not responsible for pricing the securities held by the AdviserFunds. However, Subadvisor shall be responsible for reviewing the Subadviser shall prices of the Subadvisor Managed Assets for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance to the Fund Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with information intermediaries or others about portfolio management and investment-related matters regarding the Allocated Assets to reasonably assist Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Fund in determining the appropriate valuation of such assets, provided Funds or that the Adviser acknowledges Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ensuring that any transactions effected for the Subadviser is not a valuation agent.Subadvisor Managed Assets between Subadvisor and PWP or any other subadvisor engaged to manage some of the assets of the Funds (“Other Subadvisors”) are consistent with the requirements of the Investment Company Act and with the Funds’ policy regarding Section 17

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the TrustFund’s Board of Trustees Directors (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the FundSole Shareholder’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, agreements including, without limitation, swap, futures, options and other agreements with counterparties, and to open and close accounts in connection therewith, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides prompt notice and copies to TAM notice as soon as reasonably practicable prior to entering into of any new investment agreements and of any material amendments to existing investment agreements agreements), all subject to the provisions of the TrustFund’s Declaration Memorandum and Articles of Trust and By-Laws, as may be amended from time to time Association (collectively, the “Governing DocumentsArticles”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable Cayman Islands and U.S. federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to aboveand, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by extent applicable, the SubadviserSole Shareholder, and any other specific policies adopted by the Board and disclosed to and acknowledged by the Subadviser. For the avoidance of doubt, Subadviser is authorized to enter into any and all permissible trading and derivative contracts on behalf of the Fund (e.g., ISDA agreements). The Subadviser’s responsibility for providing investment research, advice, management management, compliance monitoring and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Fund to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees Directors of the Trust Fund or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund and acknowledged by the Subadviser from time to time, and will comply with all other provisions of the Governing Documents Articles and the FundSole Shareholder’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust Fund or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. For the avoidance of doubt, TAM is responsible for: (i) ensuring compliance with all applicable regulations relating to the reporting of proxy votes, including all required reports on SEC Form N-PX; and (ii) making any and all filings in connection with any securities litigation or class action lawsuits involving securities held or that were held by the Fund. (e) As reasonably requested The Subadviser agrees to provide, upon request, reasonable assistance to TAM, the Trust’s Valuation Committee and the Fund’s pricing agent in making determinations of the fair value of the Fund’s portfolio securities in accordance with the Trust’s valuation procedures. On a periodic basis (e.g., monthly, quarterly) and as a supplement to TAM’s valuation process, the Subadviser will review security valuations in accordance with the Subadviser’s own pricing hierarchy and validation logic and will notify TAM on a reasonable basis if Subadviser becomes aware of any material differences (as defined by Subadviser) between Subadviser’s internal valuations and TAM’s custodial valuations. Subadviser shall also notify TAM on an ongoing basis, as a supplement to TAM’s valuation processes, of any significant market events (e.g., large-scale market disruptions) of which Subadviser becomes aware that impact the Advisertypes of securities held in the Fund. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. Notwithstanding the foregoing, the Subadviser shall provide not be responsible for any valuation determinations made with respect to the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentFund.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a11 (a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assetswill notify TAM promptly. In addition, provided that the Adviser acknowledges that the Subadviser is not will be available to consult with TAM in the event of a valuation agentpricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, analysis, advice, evaluation of statistical, financial and economic data and judgments regarding individual investments, general economic conditions and trends, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by provided the officers of TAM or the Trust by notice in writing in advance same have been delivered to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine invest and reinvest the Allocated Assets by determining from time to time what securities and other investments and instruments of United States and foreign entities will be purchased, retained, sold or exchanged by the Fund and Fund. In addition, the Subadviser shall, with respect to the Allocated Assets, determine what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), ) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser, provided that the Subadviser is given reasonable time to implement such policies adopted by the Board and such adopted policies do not require the Subadviser to breach any legal, tax or regulatory requirements applicable to Subadviser (collectively, the “Investment Guidelines”). The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets, except for purposes of complying with the conditions of the 1940 Act. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (bi) Subject to any other written instructions of the Board and/or TAM, the Subadviser is hereby appointed as the Fund’s agent and attorney-in-fact with authority to act in regard to the investment, reinvestment and management of the Allocated Assets, including, but not limited to (A) the authority to place orders for the execution of such securities transactions with or through such brokers, dealers, foreign currency dealer, futures commission merchant or issuers as the Subadviser may reasonably select; and (B) the authority to negotiate brokerage contracts, and other trading agreements on behalf of the Fund and perform such functions as it considers reasonable, necessary or convenient in order to carry out the purposes of this Agreement; provided that, the Subadviser’s actions in negotiating such documents shall comply with federal regulations, all other federal laws applicable to registered investment advisors and the Subadviser’s duties and obligations under this Agreement and the Governing Documents. TAM will review all agreements prior to execution by the Fund. Notwithstanding anything to the contrary in this Agreement and subject to sub-paragraph (b)(iii) below, except as otherwise specified by notice from the Fund or TAM to the Subadviser, the Subadviser may place orders for the execution of transactions hereunder with or through any broker, dealer, foreign currency dealer, futures commission merchant, bank or any other agent or counterparty that the Subadviser may select in its own discretion. (ii) The Subadviser will place orders pursuant may open and maintain brokerage accounts (including the execution of any documentation related thereto) of all types on behalf of and in the name of the Fund, with respect to its investment determinations for the Fund either directly Allocated Assets. The Subadviser may enter into customer agreements (including the execution thereof) with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Subadviser deems desirable or appropriate. (iii) In connection with the issuer or with selection of any broker or dealer, foreign currency dealer, futures commission merchant merchant, bank or others selected by it. In connection with the selection of such brokers or dealers any other agent, and the placing of such ordersorders with any of them, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to timetime that have been notified to the Subadviser and are in effect as of the date of the transaction, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust Transamerica Funds or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will review security valuations of the AdviserAllocated Assets from sources other than TAM’s custodian and will notify TAM promptly if Subadviser becomes aware of any position that requires fair valuation or a material adjustment. In addition, the Subadviser shall provide will be available to consult with TAM in the Fund with information regarding event of a pricing problem and to participate in the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentTrust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by reasonable advance notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time by reasonable advance notice in advance and agreed to by the Subadviserwriting, and any other specific policies adopted by the Board and disclosed to the SubadviserSubadviser by reasonable advance notice in writing. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. TAM shall provide reasonable prior written notice to the Subadviser of the appointment of any additional adviser or sub-adviser to the Fund. The Subadviser does not have custody of any assets of the Fund on behalf of the Fund or TAM. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the FundFund and with respect to such other matters as relate to the performance by the Subadviser of its duties under this Agreement. TAM has obtained the agreement of the custodian of the Fund to act in accordance with the Subadviser’s instructions in connection with the performance by the Subadviser of its duties under this Agreement. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which herein and TAM will be provided provide reasonable advance notice in writing to the Subadviser in advance and agreed to by of the Subadviser, which agreement shall same. TAM acknowledges that the Subadviser may not be unreasonably withheldable to seek to obtain best execution on behalf of the Fund if such modifications or restrictions require the Subadviser to direct portfolio transactions to certain brokers or dealers (or not direct them to certain brokers or dealers). (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. TAM shall instruct the custodian of the Fund and other relevant service providers to promptly forward materials relating to proxies and related matters to the Subadviser. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. Notwithstanding anything to the contrary herein, TAM acknowledges and agrees that the Subadviser shall have no power, authority, obligation or responsibility for filing claims on behalf of TAM, the Trust or the Fund or for providing advice with respect to any class action, bankruptcy proceeding or any other proceeding in which the Trust or the Fund may be entitled to participate as result of its securities holdings. (e) As reasonably requested by The Subadviser will provide TAM with reasonable assistance in connection with TAM’s obligations to the AdviserFund or Trust to fair value Allocated Assets (to the extent such assets are required to be fair valued in accordance with the Fund’s valuation policies). In addition, the Subadviser shall provide will be available to consult with TAM in the Fund with information regarding event of a pricing problem and to participate in the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser Trust’s Valuation Committee meetings. TAM acknowledges and agrees that the Subadviser is does not a valuation agentkeep or maintain the official books and records of the Trust or Fund and/or in relation to any assets of the Fund (including the Allocated Assets).

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), ) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust Transamerica Funds or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by If, as a result of its review of the Advisersecurities valuations of the Allocated Assets, the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assetsnotify TAM promptly. In addition, provided that the Adviser acknowledges that the Subadviser is not will be available to consult with TAM in the event of a valuation agentpricing problem.

Subadvisory Services. In its capacity as subadviser sub-adviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the TrustFund’s Board of Trustees Directors (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets Parent Allocated Assets as shall be allocated to the Subadviser by TAM Fund from time to time (the “Allocated Assets”) with investment research, analysis, advice, evaluation of statistical, financial and economic data and judgments regarding individual investments, general economic conditions and trends, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the FundSole Shareholder’s current Prospectus and Statement of Additional Information, provided the same have been delivered to the Subadviser. In addition to the foregoing, the parties hereby agree that Subadviser, as sub-adviser to the Sole Shareholder, shall have the right and subject authority to such other restrictions determine the amount of the Parent Allocated Assets to be invested in and limitations as directed retained by the officers Fund and the amount of TAM or the Trust by notice Allocated Assets to be withdrawn from the Fund and reinvested in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSole Shareholder. The Subadviser shall, with respect to the Allocated Assets, determine invest and reinvest the Allocated Assets by determining from time to time what securities and other investments and instruments of United States and foreign entities will be purchased, retained, sold or exchanged by the Fund and Fund. In addition, the Subadviser shall, with respect to the Allocated Assets, determine what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including including, the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided subject to TAM’s final review and execution of such investment documentation and agreements on behalf of the Subadviser provides TAM notice Fund(other than as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements specified in subparagraph (b)(ii) of this Paragraph 2 which allows for execution by Subadviser)), all subject to the provisions of the TrustFund’s Declaration Memorandum and Articles of Trust and By-Laws, as may be amended from time to time Association (collectively, the “Governing DocumentsArticles”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable Cayman Islands and U.S. federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to aboveand, any written instructions and directions of the Board or TAM provided to the Subadviser from time extent applicable, the Sole Shareholder (as stated in the Sole Shareholder’s current Prospectus and Statement of Additional Information, provided the same have been delivered to time in advance and agreed to by the Subadviser), and any other specific policies adopted by the Board and disclosed to the Subadviser, provided that the Subadviser is given reasonable time to implement such policies adopted by the Board and such adopted policies do not require the Subadviser to breach any legal, tax or regulatory requirements applicable to Subadviser (collectively, the “Investment Guidelines”). The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets, except for purposes of complying with the conditions of the 1940 Act, as applicable to the Fund. The Subadviser is authorized as the agent of the Fund to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (bi) Subject to any other written instructions of the Board and/or TAM, the Subadviser is hereby appointed as the Fund’s agent and attorney-in-fact with authority to act in regard to the investment, reinvestment and management of the Allocated Assets, including, but not limited to (A) the authority to place orders for the execution of such securities transactions with or through such brokers, dealers, foreign currency dealer, futures commission merchant or issuers as the Subadviser may reasonably select; and (B) the authority to negotiate brokerage contracts, and other trading agreements on behalf of the Fund and perform such functions as it considers reasonable, necessary or convenient in order to carry out the purposes of this Agreement; provided that, the Subadviser’s actions in negotiating such documents shall comply with the Fund’s Articles and any other applicable Cayman Islands and U.S. federal and state law, as well as the investment objectives, policies and restrictions of the Fund and, to the extent applicable, the Sole Shareholder (as stated in the Sole Shareholder’s current Prospectus and Statement of Additional Information, provided the same have been delivered to the Subadviser), and any other specific policies adopted by the Board, federal regulations, all other federal laws applicable to registered investment advisors and the Subadviser’s duties and obligations under this Agreement. TAM will review all agreements prior to execution by the Fund. Notwithstanding anything to the contrary in this Agreement and subject to sub-paragraph (b)(iii) below, except as otherwise specified by notice from the Fund or TAM to the Subadviser, the Subadviser may place orders for the execution of transactions hereunder with or through any broker, dealer, foreign currency dealer, futures commission merchant, bank or any other agent or counterparty that the Subadviser may select in its own discretion. (ii) The Subadviser will place orders pursuant may open and maintain brokerage accounts (including the execution of any documentation related thereto) of all types on behalf of and in the name of the Fund, with respect to its investment determinations for the Fund either directly Allocated Assets. The Subadviser may enter into customer agreements (including the execution thereof) with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Subadviser deems desirable or appropriate. (iii) In connection with the issuer or with selection of any broker or dealer, foreign currency dealer, futures commission merchant merchant, bank or others selected by it. In connection with the selection of such brokers or dealers any other agent, and the placing of such ordersorders with any of them, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees Directors of the Trust Fund or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to timetime that have been notified to the Subadviser and are in effect as of the date of the transaction, and will comply with all other provisions of the Governing Documents Articles and the FundSole Shareholder’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust Fund or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will review security valuations of the AdviserAllocated Assets from sources other than TAM’s custodian and will notify TAM promptly if Subadviser becomes aware of any position that requires fair valuation or a material adjustment. In addition, the Subadviser shall provide will be available to consult with TAM in the Fund with information regarding event of a pricing problem and to participate in the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentTrust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s 's Board of Trustees (the “"Board”") and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s 's investment objectives, policies and restrictions, as stated in the Fund’s 's current Prospectus and Statement of Additional Information, the Subadviser shall direct the asset allocation strategy and subject the investment decisions to implement such other restrictions and limitations strategy for the Fund in accordance with the target level of equity exposure as directed determined by TAM on the first Business Day of every month ("Target Allocation") by the officers proprietary dynamic asset allocation model from Transamerica Capital Management (the "Model"). Following receipt of TAM or the Trust Target Allocation by notice in writing in advance to the Subadviser, the Subadviser and agreement by shall have 5 Business Days to reallocate the Fund's portfolio to reflect the new allocation; however, the Subadviser thereto, which agreement may request that TAM extend this period if the Subadviser deems such an extension to be in the best interest of the Fund and such request shall not be unreasonably withheld. The Subadviser shall, with respect to shall not be responsible for determining the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets Fund's assets that are directly held in cash and cash equivalents, but shall be responsible for allocating such assets among the appropriate Underlying Funds. (b) Based on the Model's Target Allocation, the Subadviser shall decide which series of the Transamerica Funds and the Trust designated in the Fund's prospectus (the "Underlying Funds") the Fund will invest and how much of the Fund's assets to allocate to an Underlying Fund. The Subadviser shall not be required to allocate to all Underlying Funds. The Subadviser shall rebalance the Fund's assets among the Underlying Funds as often as needed to maintain the Model's Target Allocation. Nothing herein shall prevent the Subadviser from allocating assets of the Fund to Underlying Funds managed by the Subadviser or its affiliates. (c) Notwithstanding the Subadviser's responsibility pursuant to paragraph (b) of this section to allocate assets among the Underlying Funds, TAM shall have sole control and responsibility for selecting the Underlying Funds and monitoring the Underlying Funds' external managers. (d) The Subadviser shall communicate to the Trust's custodian and transfer agent (as identified in the Fund's current Prospectus) trade file instructions that are a result of its investment decisions, including rebalancing/reallocation determinations. (e) The Subadviser shall not vote proxy statements of the Underlying Funds that the Fund may receive. Such proxy statements will be voted by TAM, in accordance with the current proxy voting policies and procedures of the Trust and TAM. (f) Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser 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, nor to limit or restrict the right of the Subadviser to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. (g) The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting Underlying Funds held at any time in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreementsFund, including, without limitation, swap, futures, options and to file proofs of claim or other agreements with counterparties, on documents related to such proceedings (the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements "Litigation"), all subject or to investigate, initiate, supervise, or monitor the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Litigation involving Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviserassets, and any other specific policies adopted by the Board TAM acknowledges and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itselfno such power, authority, responsibility or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates obligation is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviserdelegated hereunder. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by the Adviser, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agent.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s ’ s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. (f) As reasonably requested by the AdviserFund, the Subadviser shall will provide the Fund with information and advice regarding assets in the Allocated Assets Portion to reasonably assist the Fund in (i) determining the appropriate valuation liquidity classifications of such assetsassets and whether liquidity information provided by the Fund’s liquidity classification agents is reasonable; and (ii) risk identification, provided that risk assessment, and monitoring of risk guidelines with respect to the Adviser acknowledges that the Subadviser is not a valuation agent.Fund’s derivatives risk management program;

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject The Subadviser shall direct the asset allocation strategy and the investment decisions to implement such strategy for the Fund by allocating the Fund’s assets primarily among a broad mixture of mutual funds advised by TAM and designated in the Fund’s Prospectus as permissible investments for the Fund (“Underlying Funds”). The Subadviser’s management of the Fund’s investments shall be subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, Information and with investment guidelines agreed upon by TAM and the Subadviser and subject to such other instructions, restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, that are consistent with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as investment objectives, policies and restrictions (“Investment Guidelines”). The Subadviser’s management of the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all Fund’s investments is also subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law. (b) Based on the Fund’s overall investment strategy and target asset class exposure levels, as well as the Subadviser will employ its investment objectives, policies process to select the specific Underlying Funds in which the Fund will invest and restrictions to determine the size of the Fund referred to above, any written instructions and directions of the Board or TAM provided Fund’s allocations to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviserselected Underlying Funds. The SubadviserSubadviser will rebalance the Fund’s responsibility for providing assets among Underlying Funds as needed based on the analysis produced by its investment researchprocess. The Subadviser is not required to allocate to all Underlying Funds. Consistent with the Fund’s objective and strategies, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with authorized to invest any other subadviser for a portion of the Fund’s assets concerning in Underlying Funds subadvised by the Subadviser. TAM acknowledges that the Subadviser has a potential conflict of interest when it selects an Underlying Fund transactions in securities or other assetsthat it subadvises. (c) Notwithstanding the Subadviser’s responsibility pursuant to paragraph (b) of this section to allocate assets among the Underlying Funds, TAM shall have sole control and responsibility for determining which series of the Transamerica Funds and the Trust will be Underlying Funds and for monitoring the Underlying Funds’ subadvisers. The Subadviser is authorized to give instructions with respect to shall have no responsibility or liability for the Allocated Assets to the custodian choice or supervision of the Fund as to deliveries of securities and other investments and payments of cash Underlying Funds’ subadvisers or for the account performance of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets of the Fund in one or more investment companiesUnderlying Funds for which it does not act as subadviser. (bd) The Subadviser may invest Fund assets in derivative instruments and negotiate and execute investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review. (e) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (cf) The Fund hereby authorizes any entity or person associated Subadviser will be available to consult with TAM in the event of a pricing issue and to participate in the Trust’s Valuation Committee meetings with respect to instruments, e.g., derivative instruments, the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange has directly purchased for the account Fund. (g) Subadviser is prohibited from directly or indirectly consulting with any other subadviser for another series of the Trust concerning Fund which is permitted by Section 11(a) transactions in securities or other assets. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit the Subadviser from consulting with a subadviser to an Underlying Fund concerning transactions for the Fund in shares of the Exchange Act Underlying Fund. (h) The Subadviser shall communicate to the Trust’s custodian and Rule 11a2-2(Ttransfer agent (as identified in the Fund’s current Prospectus) thereundertrade file instructions that are a result of its investment decisions, and including rebalancing/reallocation decisions. (i) The Subadviser shall not vote proxies of the Underlying Funds that the Fund hereby consents to the retention of compensation for such transactions may receive. Such proxies will be voted by TAM in accordance with Rule 11a2-2(T)(a)(2)(ivthe current proxy voting policies and procedures of the Trust and TAM. (j) The Subadviser shall have no power, authority, responsibility or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting Underlying Funds held at any time in the Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving Fund assets, and TAM acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Notwithstanding the foregoing, the Subadviser agrees that it will not deal shall cooperate with itself, or TAM regarding the provision of information requested by TAM in connection with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised action taken by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance TAM with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident respect to any security purchased with, such claim or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAMproceeding. (e) As reasonably requested by the Adviser, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agent.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management management, and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations detetminations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 I 940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. (f) As reasonably requested by the AdviserFund, the Subadviser shall will provide the Fund with information and advice regarding assets in the Allocated Assets Portion to reasonably assist the Fund in (i) determining the appropriate valuation liquidity classifications of such assetsassets and whether liquidity information provided by the Fund’s liquidity classification agents is reasonable; and (ii) risk identification, provided that risk assessment, and monitoring of risk guidelines with respect to the Adviser acknowledges that the Subadviser is not a valuation agent.Fund’s derivatives risk management program;

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision general oversight of the Trust’s Board and the general supervision, oversight and direction of Trustees (the “Board”) PWP and TAMAdvisor, the Subadviser shall regularly provide the Fund solely with respect to such portion of the Subadvisor Managed Assets, Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s assets respective investment objective and policies as shall be allocated to stated in such Fund’s Registration Statement, with the Subadviser by TAM provisions of this Agreement and with such written guidelines as Advisor may from time to time provide to Subadvisor; (ii) place purchase and sale orders on behalf of the “Allocated Assets”) with investment researchFunds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, advicefutures agreements, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional InformationMSFTAs, and subject other agreements) as necessary to place such other restrictions orders; and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser (iii) maintain such books and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, records with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion transactions of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf Funds as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the are required by applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board law or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets of the Fund in one or more investment companiesregulation. (b) The Subadviser In providing the Subadvisory Services, Subadvisor will place orders pursuant to its investment determinations for supervise the Fund either directly with Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by itSubadvisor Managed Assets. In connection addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to the selection instruments that the Funds may hold or contemplate purchasing. (c) Subadvisor will at all times comply with (i) the policies and procedures of such brokers or dealers the Funds, Issuer and Advisor of which it has received written notice, (ii) the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services Rules (as those terms are defined in Section 28(e3 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of the Securities Exchange Act of 19341986, as amended (the “Exchange ActCode”)) to the Fund and/or the , and all other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage applicable federal and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage state laws, rules 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. regulations (c) The Fund hereby authorizes any entity or person associated collectively with the Subadviser which is a member of a national securities exchange to effect any transaction on Registration Statement, the exchange for IPS, the account of Investment Company Act, the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunderAdvisers Act, and the Fund hereby consents to Code, the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv“Relevant Laws”). Notwithstanding Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the foregoing, the Subadviser agrees that it Funds. Subadvisor will not deal be responsible for complying with itself, or with Trustees any such material changes of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will which it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviserhas not received notice. (d) Unless TAM advises All cash, securities and other assets of the Subadviser in writing that Funds shall be held at all times by such entity or entities engaged by Issuer to be the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another partycustodian, including prime brokers and futures commission merchants (collectively, the Subadviser “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall exercise voting rights incident not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to any security purchased withor from the Custodian. Advisor shall provide, or comprising a portion ofshall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the Allocated Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Subadvisor Managed Assets due to an act or omission of Subadvisor under circumstances deemed outside the normal course of business, Subadvisor shall be responsible for reimbursing the Funds. With respect to the Subadvisor Managed Assets, in accordance with Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the SubadviserCustodian’s proxy voting policies and procedures without consultation with TAM or records on a daily basis, (ii) reconcile the Fund. The Subadviser agrees market value from its internal records to furnish a copy of its proxy voting policies and proceduresthe Custodian’s records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any amendments thereto, to TAMmaterial discrepancies as defined by Advisor. (e) As reasonably requested Advisor acknowledges and agrees that Subadvisor is not the Funds’ pricing agent, and is not responsible for pricing the securities held by the AdviserFunds. However, Subadvisor shall be responsible for reviewing the Subadviser shall prices of the Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance to the Fund Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with information intermediaries or others about portfolio management and investment-related matters regarding the Allocated Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ensuring that any transactions effected for the Subadvisor Managed Assets between Subadvisor, on the one hand, and PWP or any other subadvisor engaged to manage some of the assets of the Funds (“Other Subadvisors”), on the other hand, are consistent with the requirements of the Investment Company Act and with the Funds’ policy regarding Section 17 transactions. Except with respect to PWP, Subadvisor will not consult with any Other Subadvisors of the Funds or other subadvisors to a series under common control with the Funds concerning transactions of the Funds in securities or other assets. (i) Subadvisor will not advise or act for the Funds in any legal proceedings, including bankruptcies or class actions, involving securities held in the Funds or issues of those securities, unless otherwise agreed. (j) The Funds have claimed an exclusion from the definition of a Commodity Pool Operator pursuant to CFTC Rule 4.5 (the “CPO Exclusion”) and Subadvisor shall not manage the Subadvisor Managed Assets in a manner that would cause any Fund to not qualify for the CPO Exclusion unless otherwise approved by the Advisor in writing. (k) In connection with collateral requirements associated with transactions effected with respect to the Subadvisor Managed Assets, Advisor’s administrative agent shall be responsible for moving subadvised assets into and out of any tri-party special custody accounts established by the Funds for bilateral trading agreements and to meet prime brokerage requirements. Advisor is responsible for establishing such tri-party special custody accounts. Subadvisor shall be responsible for ensuring the accuracy of such collateral movement and for ensuring that adequate collateral is available for this purpose. In addition, Subadvisor will be responsible for posting cash as initial margin and daily variation margin in compliance with Rule 17f-6 under the Investment Company Act for futures transactions in the Subadvisor Managed Assets. Advisor’s administrative agent and not Subadvisor is responsible for the calculation of asset coverage and segregating liquid assets on the Funds’ books for purposes of compliance with Section 18 of the Investment Company Act and the guidance and interpretation of the staff of the SEC. Subadvisor is responsible for monitoring the Subadvisor Managed Assets to reasonably assist ensure the Fund in determining adequacy of eligible collateral and will take any necessary action to resolve any deficiencies as promptly as practicable under the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentcircumstances.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision general oversight of the Trust’s Board and the general supervision, oversight and direction of Trustees (the “Board”) PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shallAdvisor, with respect to the Allocated Subadvisor Managed Assets, determine Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time what securities provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other investments agreements) as necessary to place such orders; and instruments will be purchased, retained, sold or exchanged by the Fund (iii) maintain such books and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the Allocated Assets to the custodian securities transactions of the Fund Funds as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to are required by applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all law or substantially all of the Allocated Assets of the Fund in one or more investment companiesregulation. (b) The Subadviser In providing the Subadvisory Services, Subadvisor will place orders pursuant supervise the Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assets. In addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to its investment determinations for the instruments that the Subadvisor may cause the Fund either directly to hold or contemplate purchasing. (c) Subadvisor will at all times comply with (i) the issuer or with any broker or dealerpolicies and procedures of the Funds, foreign currency dealerIssuer and Advisor of which it has received written notice, futures commission merchant or others selected by it. In connection with (ii) the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services Rules (as those terms are defined in Section 28(e3 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of the Securities Exchange Act of 19341986, as amended (the “Exchange ActCode”)) to the Fund and/or the , and all other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage applicable federal and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage state laws, rules 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. regulations (c) The Fund hereby authorizes any entity or person associated collectively with the Subadviser which is a member of a national securities exchange to effect any transaction on Registration Statement, the exchange for IPS, the account of Investment Company Act, the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunderAdvisers Act, and the Fund hereby consents to Code, the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv“Relevant Laws”). Notwithstanding Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the foregoing, the Subadviser agrees that it Funds. Subadvisor will not deal be responsible for complying with itself, or with Trustees any such material changes of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will which it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviserhas not received notice. (d) Unless TAM advises All cash, securities and other assets of the Subadviser in writing that Funds shall be held at all times by such entity or entities engaged by Issuer to be the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another partycustodian, including prime brokers and futures commission merchants (collectively, the Subadviser “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall exercise voting rights incident not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to any security purchased withor from the Custodian. Advisor shall provide, or comprising a portion ofshall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the Allocated Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. With respect to the Subadvisor Managed Assets, in accordance with Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the SubadviserCustodian’s proxy voting policies and procedures without consultation with TAM or records on a daily basis, (ii) reconcile the Fund. The Subadviser agrees market value from its internal records to furnish a copy of its proxy voting policies and proceduresthe Custodian’s records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any amendments thereto, to TAMmaterial discrepancies as defined by Advisor. (e) As reasonably requested Advisor acknowledges and agrees that Subadvisor is not the Funds’ pricing agent, and is not responsible for pricing the securities held by the AdviserFunds. However, Subadvisor shall be responsible for reviewing the Subadviser shall prices of the Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance to the Fund Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with information intermediaries or others about portfolio management and investment-related matters regarding the Allocated Assets to reasonably assist Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Fund in determining the appropriate valuation of such assets, provided Funds or that the Adviser acknowledges Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ensuring that any transactions knowingly effected for the Subadviser is not a valuation agent.Subadvisor Managed Assets between Subadvisor and PWP or any other subadvisor engaged to manage some of the assets of the Funds (“Other Subadvisors”) are consistent with the requirements of the Investment Company Act and with the Funds’ policy regarding Section 17

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional InformationInformation in the form provided to the Subadviser by TAM from time to time, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser, all of which shall be communicated to Subadvisor reasonably in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldof being effective. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time and provided to the Subadvisor by ▇▇▇ (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), applicable interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the SubadviserSubadviser in writing, which shall be provided to Subadviser reasonably in advance of effectiveness. The Subadviser’s responsibility for providing investment research, advice, management and supervision the services described herein to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-11a2- 2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assetswill notify TAM promptly. In addition, provided that the Adviser acknowledges that the Subadviser is not will be available to consult with TAM in the event of a valuation agentpricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), ) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund Funds is limited to that discrete portion of the Fund Funds represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s Funds’ assets concerning Fund Funds transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund Funds as to deliveries of securities and other investments and payments of cash for the account of the FundFunds. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund Funds in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust Transamerica Funds or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. Subadviser shall not be responsible for filing or completing any legal notices for the Fund, including class action or bankruptcy proofs of claim, although the Subadviser shall provide transactional information to assist TAM or the Fund as requested. (e) As reasonably requested by The Subadviser applies its fair value procedures daily and, upon request, will notify TAM promptly if it believes fair valuation is warranted based on the Adviservaluations Subadviser uses to value securities held in the Fund for its internal purposes and management of any separate accounts. In addition, the Subadviser shall provide will be available to consult with TAM in the Fund with information regarding event of a pricing problem and to participate in the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentTrust’s Valuation Committee meetings upon request.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser Subadviser, and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the opening of accounts, negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets, except for the purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act, and, to the extent that other subadvisers may be engaged to provide investment advisory services to the Fund, the Subadviser shall be responsible for providing investment advisory services only with respect to the Allocated Assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets of the Fund in one or more investment companies. The Subadviser shall have no responsibility for filing proofs of claim on behalf of the Trust related to class actions involving any of the Allocated Assets. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which such agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will be available to consult with TAM in the Adviserevent of a pricing problem upon receiving a reasonable advance written request from TAM. Upon receiving such a request, the Subadviser shall provide reasonable assistance to TAM to assist TAM in its determination of the Fund with information regarding the proper value of any Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assetsAssets, provided provided, that the Adviser TAM acknowledges that the Subadviser is shall not a valuation agentbe responsible for valuing the Allocated Assets.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision general oversight of the Trust’s Board and the general supervision, oversight and direction of Trustees (the “Board”) PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shallAdvisor, with respect to the Allocated Subadvisor Managed Assets, determine Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement, with the provisions of this Agreement, with such written guidelines as Advisor may from time to time what securities provide to Subadvisor and with the IPS; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other investments agreements) as necessary to place such orders; and instruments will be purchased, retained, sold or exchanged by the Fund (iii) maintain such books and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the Allocated Assets to the custodian securities transactions of the Fund Funds as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to are required by applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all law or substantially all of the Allocated Assets of the Fund in one or more investment companiesregulation. (b) The Subadviser In providing the Subadvisory Services, Subadvisor will place orders pursuant supervise the Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assets. In addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to its investment determinations the instruments that the Funds may hold or contemplate purchasing. Advisor and Subadvisor expressly agree that Subadvisor is not liable for how Advisor uses such information, but shall be liable to the extent provided in Section 20 hereof for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection validity of such brokers or dealers information. (c) Subadvisor will at all times comply, with respect to the Subadvisor Managed Assets, with (i) the policies and procedures of the placing Funds, Issuer and Advisor of such orderswhich it has received written notice, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (ii) the Rules (as those terms are defined in Section 28(e3 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of the Securities Exchange Act of 19341986, as amended (the “Exchange ActCode”)) to the Fund and/or the , and all other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage applicable federal and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage state laws, rules 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. regulations (c) The Fund hereby authorizes any entity or person associated collectively with the Subadviser which is a member of a national securities exchange to effect any transaction on Registration Statement, the exchange for IPS, the account of Investment Company Act, the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunderAdvisers Act, and the Fund hereby consents to Code, the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv“Relevant Laws”). Notwithstanding Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the foregoing, the Subadviser agrees that it Funds. Subadvisor will not deal be responsible for complying with itself, or with Trustees any such material changes of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will which it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be has not been provided in advance to the Subadviserwritten notice. (d) Unless TAM advises All cash, securities and other assets of the Subadviser in writing that Funds shall be held at all times by such entity or entities engaged by Issuer to be the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another partycustodian, including prime brokers and futures commission merchants (collectively, the Subadviser “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall exercise voting rights incident not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to any security purchased withor from the Custodian. Advisor shall provide, or comprising a portion ofshall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the Allocated Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Subadvisor Managed Assets due to circumstances reasonably deemed by Advisor to be outside the normal course of business, Subadvisor shall be responsible for reimbursing the Funds. With respect to the Subadvisor Managed Assets, in accordance with Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the SubadviserCustodian’s proxy voting policies and procedures without consultation with TAM or records on a daily basis, (ii) reconcile the Fund. The Subadviser agrees market value from its internal records to furnish the Custodian’s records on a copy of its proxy voting policies and proceduresmonthly basis, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any amendments thereto, to TAMmaterial discrepancies as defined by Advisor. (e) As reasonably requested Advisor acknowledges and agrees that Subadvisor is not the Funds’ pricing agent, and is not responsible for pricing the securities held by the AdviserFunds. However, Subadvisor shall be responsible for reviewing the prices of the Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any basis to challenge a price provided by a pricing vendor that is materially different than the price used by Subadvisor as soon as possible but no later than 10 am CST the following business day. Upon request, Subadvisor will provide reasonable assistance to the Advisor’s valuation committee or to the Funds’ pricing agents in valuing Subadvisor Managed Assets. Subadvisor will bear no liability in connection with the pricing of Subadvisor Managed Assets absent Subadvisor’s willful misconduct or fraud. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or others about portfolio management and investment-related matters regarding the Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ensuring that any transactions effected by Subadvisor for the Subadvisor Managed Assets between Subadvisor and PWP or any other subadvisor engaged to manage some of the assets of the Funds (“Other Subadvisors”) are consistent with the requirements of the Investment Company Act and with the Funds’ policy regarding Section 17 transactions. Except with respect to PWP, Subadvisor will not consult with any Other Subadvisors of the Funds or other subadvisors to a series under common control with the Funds concerning transactions of the Funds in securities or other assets. (i) Subadvisor will not advise or act for the Funds in any legal proceedings, including bankruptcies or class actions, involving securities held in the Funds or issues of those securities, unless otherwise agreed. (j) The Funds have claimed an exclusion from the definition of a Commodity Pool Operator pursuant to CFTC Rule 4.5 (the “CPO Exclusion”) and Subadvisor shall not manage the Subadvisor Managed Assets in a manner that would cause any Fund to not qualify for the CPO Exclusion unless otherwise approved by the Advisor in writing. (k) In connection with collateral requirements associated with transactions effected with respect to the Subadvisor Managed Assets, Advisor’s administrative agent shall be responsible for moving subadvised assets into and out of any tri-party special custody accounts established by the Funds for bilateral trading agreements and to meet prime brokerage requirements, and for providing notice of such movement to Subadvisor as soon as reasonably practicable. Advisor is responsible for establishing such tri-party special custody accounts. Subadvisor shall be responsible for ensuring, based on the notice from the Advisor’s administrative agent, the Subadviser shall provide accuracy of such collateral movement and for ensuring that adequate collateral is available for this purpose. In addition, Subadvisor will be responsible for providing instructions for posting cash as initial margin and daily variation margin for the Fund out of the Subadvisor Managed Assets in compliance with information regarding Rule 17f-6 under the Allocated Investment Company Act for futures transactions in the Subadvisor Managed Assets. Advisor’s administrative agent and not Subadvisor is responsible for the calculation of asset coverage and segregating liquid assets on the Funds’ books for purposes of compliance with Section 18 of the Investment Company Act and the guidance and interpretation of the staff of the SEC. Subadvisor is responsible for monitoring the Subadvisor Managed Assets to reasonably assist ensure the Fund in determining adequacy of eligible collateral based on collateral and eligibility requirements provided to Subadvisor by the appropriate valuation of such assets, provided that administrative agent and will take any necessary action to resolve any deficiencies as promptly as practicable under the Adviser acknowledges that the Subadviser is not a valuation agentcircumstances.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-11a2- 2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. (f) As reasonably requested by the AdviserFund, the Subadviser shall will provide the Fund with information and advice regarding assets in the Allocated Assets Portion to reasonably assist the Fund in (i) determining the appropriate valuation liquidity classifications of such assetsassets and whether liquidity information provided by the Fund’s liquidity classification agents is reasonable; and (ii) risk identification, provided that risk assessment, and monitoring of risk guidelines with respect to the Adviser acknowledges that the Subadviser is not a valuation agent.Fund’s derivatives risk management program;

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed in writing to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. TAM shall provide the Subadviser with copies of the Trust’s Declaration of Trust, By-Laws, Policies, the Guidelines, and the Fund’s Prospectus, and shall provide the Subadviser with reasonable notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus or in any policies or guidelines adopted by the Board and/or TAM, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Allocated Assets in compliance with such documents and changes, provided that the Subadviser has received notice of the effectiveness of such changes from the Fund or TAM and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Subadviser, provided, further, that any such changes shall be deemed to be acceptable to the Subadviser unless the Subadviser has provided TAM written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptable. In addition to such notice, TAM shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, a copy of which policies and procedures will be provided in writing to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. The Subadviser shall promptly inform TAM of all tender offers, rights offerings and other voluntary corporate action requests affecting securities in a Fund with respect to the Allocated Assets and, absent specific written instructions to the contrary provided to the Subadviser by ▇▇▇, shall respond on behalf of a Fund to all such corporate action requests and shall complete and file notices of claims in connection with class action lawsuits concerning securities in a Fund with respect to the Allocated Assets. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. (f) As reasonably requested by the AdviserFund, the Subadviser shall will provide the Fund with information and advice regarding assets in the Allocated Assets Portion to reasonably assist the Fund in (i) determining the appropriate valuation liquidity classifications of such assetsassets and whether liquidity information provided by the Fund’s liquidity classification agents is reasonable; and (ii) risk identification, provided that risk assessment, and monitoring of risk guidelines with respect to the Adviser acknowledges that the Subadviser is not a valuation agent.Fund’s derivatives risk management program;

Subadvisory Services. In its capacity as subadviser to the FundFunds, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund Funds with respect to such portion of the each Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s Funds’ investment objectives, policies and restrictions, as stated in the Fund’s Funds’ current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund Funds and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund investsFunds invest, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s Funds’ behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund Funds referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund Funds is limited to that discrete portion of the each Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s Funds’ assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund Funds as to deliveries of securities and other investments and payments of cash for the account of the FundFunds. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund Funds in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund Funds either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund Funds and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund Funds which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s Funds’ portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Each Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the such Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the such Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the FundFunds, as principals or agents in making purchases or sales of securities or other property for the account of the FundFunds, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the a Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund Funds from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s Funds’ then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the FundFunds. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. The Subadviser agrees to provide TAM in a timely manner with all information relating to the Subadviser necessary for preparation of the Funds’ proxy statements or other required mailings, as may be needed from time to time. (e) As reasonably requested by The Subadviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Subadviser believes that the Funds’ carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. (f) The Subadviser represents and warrants that none of the information or work product utilized by it in connection with its provision of subadvisory services pursuant to this Agreement infringes on any third party patent, copyright, trade secret, trademark, or other intellectual property rights of any kind, without limitation, and that there is no actual or threatened claim or lawsuit by any third party for infringement of those rights. Subadviser further represents and warrants that it shall provide promptly inform TAM if, after the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation effective date, Subadviser receives an actual or threatened claim or lawsuit by any third party based on a violation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentrights.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to such written instructions and supervision as the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser Adviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management furnish and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the a Fund’s investment objectivesobjective, policies and restrictions, applicable restrictions as stated in the such Fund’s current most recent Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser will provide an investment program for the Segment, including investment research and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, management with respect to securities and investments, including cash and cash equivalents in the Allocated AssetsSegment, with full discretion to determine from time to time what securities and other investments and instruments will be purchased, retainedretained or sold by and within the Segment. The Subadviser will exercise full discretion to implement such determinations through the placement, sold on behalf of each Fund, of orders for the execution of portfolio transactions through such brokers or exchanged dealers as it may select. The Subadviser may utilize the personnel of its affiliates to assist it with providing its services under this Agreement, provided that Subadviser: will remain solely responsible for the provision of services under this Agreement; will supervise the personnel of its affiliates and subject them to its Code of Ethics; and represents that it will satisfy the conditions adopted by the Fund and what portion SEC staff with respect to utilizing personnel of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out affiliates. ln fulfilling its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior agrees that it will, with respect to entering into any new investment agreements each Fund: a. use reasonable care and any material amendments act in a manner consistent with applicable national, federal and state laws and regulations in rendering the services it agrees to existing investment agreements ), provide under this Agreement; b. conform with all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by of the SEC staff and, in addition, will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Subadviser and any shall furnish such written reports or other applicable federal and state law, as well documents substantiating such compliance as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser Adviser reasonably may request from time to time time; c. not make loans to any person to purchase or carry shares of beneficial interest in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed Trust or make loans to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets of the Fund in one or more investment companies. (b) The Subadviser will Trust; d. place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any an underwriter, market maker or broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with placing orders, the selection of such brokers or dealers and the placing Subadviser will use its commercially reasonable best efforts to seek best execution of such orders, subject having regard to applicable all factors it considers relevant. Consistent with this obligation, the Subadviser may, to the extent permitted by law, effect portfolio securities transactions through brokers or and dealers may be selected who also provide brokerage and research services (as those terms are defined in within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to or for the benefit of the Fund and/or the other accounts over which the Subadviser or its affiliates exercise exercises investment discretion. The Subject to the review of the Trust’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Subadviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for executing effecting a portfolio securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is was 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 which of the Subadviser and its affiliates have with respect to the accounts over as to which they exercise it exercises investment discretion. The Board may adopt policies and procedures that modify and restrict Trust or the Subadviser’s authority regarding Adviser may, from time to time in writing, direct the Subadviser to place orders through one or more brokers or dealers and, thereafter, the Subadviser will have no responsibility for ensuring best execution of the Fund’s with respect to such orders. In no instance will portfolio transactions provided herein, which will securities be provided purchased from or sold to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes or any entity or affiliated person associated with of the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any as principal underwriter of the Fund, except as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as may be permitted by the 1940 Act and or an exemption therefrom. If the Subadviser determines in accordance with such good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Subadviser, subject to the Trust’s policies and procedures (as may be adopted by provided to the Fund Subadviser from time to time, ) and will comply with all other provisions of the Governing Documents applicable laws and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by the Adviser, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agent.regulations;

Subadvisory Services. In its capacity as subadviser to the FundFunds, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund and only with respect to such portion of the each Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) ), the Subadviser shall regularly provide the Funds with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the each Fund’s investment objectives, policies and restrictions, as stated in the each Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund Funds and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund investsFunds invest, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s Funds’ behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund Funds referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund Funds either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund Funds and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and or restrict the Subadviser’s authority regarding the execution of the Fund’s Funds’ portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund Funds hereby authorizes authorize any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund Funds which is permitted by Section 11(a) of the Exchange Act and Rule 11a21la2-2(T) thereunder, and the Fund Funds hereby consents consent to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv)) under the Exchange Act. Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the FundFunds, as principals or agents in making purchases or sales of securities or other property for the account of the FundFunds, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund Funds and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund Funds from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s Funds’ then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Transamerica Series Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the FundFunds. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will monitor the Advisersecurity valuations of the Allocated Assets. If, as a result of this review, the Subadviser shall provide believes that a Fund’s carrying value for a security does not fairly represent the Fund with information regarding price that could be obtained for the Allocated Assets to reasonably assist the Fund security in determining the appropriate valuation of such assetsa current market transaction, provided that the Adviser acknowledges that the Subadviser is not will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a valuation agentpricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, what portion shall be held uninvested in cash, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-11a2- 2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by the Adviser, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agent.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision general oversight of the Trust’s Board and the general supervision, oversight and direction of Trustees (the “Board”) PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shallAdvisor, with respect to the Allocated Subadvisor Managed Assets, determine Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time what securities provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other investments agreements) as necessary to place such orders; and instruments will be purchased, retained, sold or exchanged by the Fund (iii) maintain such books and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the Allocated Assets to the custodian securities transactions of the Fund Funds as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to are required by applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all law or substantially all of the Allocated Assets of the Fund in one or more investment companiesregulation. (b) The Subadviser In providing the Subadvisory Services, Subadvisor will place orders pursuant supervise the Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assets. In addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to its investment determinations for the instruments that the Subadvisor may cause the Fund either directly to hold or contemplate purchasing. (c) Subadvisor will at all times comply with (i) the issuer or with any broker or dealerpolicies and procedures of the Funds, foreign currency dealerIssuer and Advisor of which it has received written notice, futures commission merchant or others selected by it. In connection with (ii) the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services Rules (as those terms are defined in Section 28(e3 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of the Securities Exchange Act of 19341986, as amended (the “Exchange ActCode”)) to the Fund and/or the , and all other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage applicable federal and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage state laws, rules 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. regulations (c) The Fund hereby authorizes any entity or person associated collectively with the Subadviser which is a member of a national securities exchange to effect any transaction on Registration Statement, the exchange for IPS, the account of Investment Company Act, the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunderAdvisers Act, and the Fund hereby consents to Code, the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv“Relevant Laws”). Notwithstanding Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the foregoing, the Subadviser agrees that it Funds. Subadvisor will not deal be responsible for complying with itself, or with Trustees any such material changes of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will which it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviserhas not received notice. (d) Unless TAM advises All cash, securities and other assets of the Subadviser Funds shall be held at all times by such entity or entities engaged by Issuer to be the custodian, including prime brokers and futures commission merchants (collectively, the “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to or from the Custodian. Advisor shall provide, or shall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Subadvisor Managed Assets due to circumstances deemed by the Subadvisor in good faith to be outside the normal course of business, Subadvisor shall be responsible for reimbursing the Funds. With respect to the Subadvisor Managed Assets, Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the Custodian’s records on a daily basis, (ii) reconcile the market value from its internal records to the Custodian’s records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any material discrepancies as defined by Advisor and provided to the Subadvisor in writing that the right from time to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAMtime. (e) As reasonably requested Advisor acknowledges and agrees that Subadvisor is not the Funds’ pricing agent, and is not responsible for pricing the securities held by the AdviserFunds. However, Subadvisor shall be responsible for reviewing the Subadviser shall prices of the Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance to the Fund Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with information intermediaries or others about portfolio management and investment-related matters regarding the Allocated Assets to reasonably assist Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Fund in determining the appropriate valuation of such assets, provided Funds or that the Adviser acknowledges Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ensuring that any transactions effected for the Subadviser is not a valuation agent.Subadvisor Managed Assets between Subadvisor and PWP or any other subadvisor engaged to manage some of the assets of the Funds (“Other Subadvisors”) are consistent with the requirements of the Investment Company Act and with the Funds’ policy regarding Section 17

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision general oversight of the Trust’s Board and the general supervision, oversight and direction of Trustees (the “Board”) PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shallAdvisor, with respect to the Allocated Subadvisor Managed Assets, determine Subadvisor will use its reasonable best efforts to (i) make investment decisions for the Funds in accordance with (x) each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement as of the date hereof and as amended from time to time, (y) the provisions of this Agreement and (z) such written guidelines as Advisor may from time to time what securities provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other investments agreements) as necessary to place such orders; and instruments will be purchased, retained, sold or exchanged by the Fund (iii) maintain such books and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the Allocated Assets to the custodian securities transactions of the Fund Funds placed by Subadvisor as to deliveries are required by applicable law or regulation. Advisor will provide Subadvisor with advance notice of securities and other investments and payments of cash for any change in the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder Registration Statement or guidelines that may entail the investment of all or substantially all of the Allocated Assets of the Fund in one or more investment companiesimpact Subadvisor’s activities under this Agreement. (b) The Subadviser In providing the Subadvisory Services, Subadvisor will place orders pursuant to its investment determinations for supervise the Fund either directly with Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by itSubadvisor Managed Assets. In connection addition, with respect to the selection Subadvisor Managed Assets, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to the instruments that the Funds may hold or contemplate purchasing. (c) Subadvisor will at all times use its reasonable best efforts to comply with (i) the policies and procedures of such brokers or dealers the Funds, Issuer and Advisor of which it has received written notice applicable to the placing of such ordersSubadvisor Managed Assets, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (ii) the Rules (as those terms are defined in Section 28(e3 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of the Securities Exchange Act of 19341986, as amended (the “Exchange ActCode”), and all other applicable federal and state laws, rules and regulations (collectively with the Registration Statement, the IPS, the Investment Company Act, the Advisers Act, and the Code, the “Relevant Laws”) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretionthe Subadvisor Managed Assets. The Board may adopt policies and Subadvisor will be given prompt notice of any change to any policy and/or procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which Funds. Subadvisor will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes responsible for complying with any entity such changes of which it has not received notice. Subadvisor shall have no responsibility or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange liability for the account actions or omissions of the Fund which is permitted by Section 11(a) Advisor, PWP or any other subadvisor or agent of the Exchange Act and Rule 11a2-2(T) thereunder, and Funds or the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the SubadviserIssuer. (d) Unless TAM advises All cash, securities and other assets of the Subadviser in writing that Funds shall be held at all times by such entity or entities engaged by Issuer to be the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another partycustodian, including prime brokers and futures commission merchants (collectively, the Subadviser “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall exercise voting rights incident not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to any security purchased withor from the Custodian. Advisor shall provide, or comprising a portion ofshall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the Allocated Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for receiving trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. With respect to the Subadvisor Managed Assets, in accordance with Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the SubadviserCustodian’s proxy voting policies and procedures without consultation with TAM or records on a daily basis, (ii) reconcile the Fund. The Subadviser agrees market value from its internal records to furnish a copy of its proxy voting policies and proceduresthe Custodian’s records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any amendments thereto, to TAMmaterial discrepancies as defined by Advisor. (e) As reasonably requested Advisor acknowledges and agrees that Subadvisor is not the Funds’ pricing agent, and is not responsible for pricing the securities held by the AdviserFunds. However, Subadvisor shall be responsible for reviewing the Subadviser shall prices of the Subadvisor Managed Assets used to value the Funds for reasonableness on a regular basis and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance to the Fund Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with information intermediaries or institutional investors about portfolio management and investment-related matters regarding the Allocated Assets to reasonably assist Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Fund in determining the appropriate valuation of such assets, provided Funds or that the Adviser acknowledges Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor will use its reasonable best efforts to ensure that any transactions effected for the Subadviser is not a valuation agent.Subadvisor Managed Assets by Subadvisor between the Funds and any other Fund or account managed by Subadvisor, PWP or any other subadvisor engaged to manage some of the assets of the Funds (“Other Subadvisors”) are consistent with the requirements of the Investment Company Act and with the Funds’ policy regarding Section 17

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision general oversight of the Trust’s Board and the general supervision, oversight and direction of Trustees Advisor, Subadvisor will (i) make investment recommendations for the “Board”) Funds in accordance with each Fund's respective investment objective and TAMpolicies as stated in such Fund's Registration Statement, the Subadviser shall regularly provide IPS, the Fund provisions of this Agreement, and with respect to such portion of the Fund’s assets other written guidelines as shall be allocated to the Subadviser by TAM Advisor may from time to time provide to Subadvisor; (the “Allocated Assets”ii) with communicate its investment research, advice, management and supervision and shall furnish a continuous investment program recommendations for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed each Fund by the officers of TAM or the Trust by notice in writing in advance delivering to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, Advisor a model portfolio together with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time portfolio parameters (collectively, the “Governing DocumentsModel Portfolio”) setting forth the recommended security positions and weights for the Fund portfolio, which will be communicated on a weekly basis on such day and at such time mutually agreed by the parties from time to time; (iii) pursuant to the communication process agreed upon by the parties from time to time, deliver any updates to the Model Portfolio that Subadvisor has determined are necessary for the management of the Fund; and (iv) maintain such books and records with respect to the Subadvisory Services as are required by applicable law or regulation. (b) Subadvisor will not have discretion to place securities orders on behalf of the Funds. Advisor will exercise investment discretion with respect to the implementation of the Model Portfolio on behalf of the Funds. All purchase and sale orders will be the responsibility of the Advisor and implemented pursuant to Advisor’s policies and procedures regarding securities transactions. On a daily basis, the Advisor agrees to provide Subadvisor the current portfolio holdings (positions and weights) of the Fund to assist Subadvisor in the provision of the Subadvisory Services. (c) Subadvisor will furnish the Issuer and/or Advisor whatever information, including statistical data, the Issuer and/or Advisor may reasonably request with respect to the Model Portfolio. (d) Subadvisor will at all times comply with (i) the policies and procedures of the Funds, Issuer, and Advisor of which it has received written notice, (ii) the Rules (as defined in Section 3 below) applicable to the Funds, and (iii) the Funds' Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code"), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any all other applicable federal and state lawlaws, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviserrules, and any other specific policies adopted by regulations (collectively with the Board and disclosed to Registration Statement, the Subadviser. The Subadviser’s responsibility for providing investment researchIPS, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Investment Company Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Advisers Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to Code, the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv"Relevant Laws"). Notwithstanding Advisor will give Subadvisor prompt notice of any material change to any policy and/or procedures of the foregoing, the Subadviser agrees that it Funds. Subadvisor will not deal be responsible for complying with itself, or with Trustees any such material changes of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will which it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAMnot received notice. (e) As reasonably requested All cash, securities and other assets of the Funds shall be held at all times by such entity or entities engaged by Issuer to be the custodian, including prime brokers and futures commission merchants (collectively, the "Custodian") in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to or from the Custodian. Advisor shall provide, or shall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the Funds as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the AdviserFunds. (f) Advisor acknowledges and agrees that Subadvisor is not the Funds' pricing agent, and is not responsible for pricing the Subadviser shall securities held by the Funds. Upon request, Subadvisor may provide reasonable assistance to the Fund Advisor's valuation committee or to the Funds' pricing agents in valuing securities held by a Fund. (g) At the reasonable request of Advisor, Subadvisor may participate in educational meetings with information intermediaries or others about portfolio management and investment-related matters regarding the Allocated Assets to reasonably assist Funds. (h) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Fund in determining the appropriate valuation of such assets, provided Funds or that the Adviser acknowledges Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (i) Subadvisor will not advise or act for the Funds in any legal proceedings, including bankruptcies or class actions, involving securities held in the Funds or issues of those securities, without the Advisor's prior written consent. (j) The Funds have claimed an exclusion from the definition of a Commodity Pool Operator pursuant to CFTC Rule 4.5 (the "CPO Exclusion") and Subadvisor shall not make investment recommendations to the Funds that would cause any Fund to not qualify for the Subadviser is not a valuation agentCPO Exclusion unless otherwise approved by the Advisor in writing.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, agreements including without limitation, the power to execute swap, futures, options and other agreements agreements, including collateral agreements, with counterparties, and to open and close accounts in connection therewith, on the FundTrust’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, hereunder provided that TAM shall have the Subadviser provides TAM notice as soon as reasonably practicable right to review and approve such documentation and agreements prior to entering into any new investment agreements and any material amendments their execution or amendment as may be agreed to existing investment agreements by the parties from time to time), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, Laws as may be amended from time disclosed to time the Subadviser (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), ) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assetsassets except as permitted by applicable law. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to timetime and provided to the Subadviser, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust Transamerica Funds or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As The Subadviser will provide the Adviser with reasonable assistance in connection with the Adviser’s obligation to fair value certain securities in the Fund. In addition, the Subadviser agrees to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. (f) The Adviser acknowledges and agrees that the Subadviser shall have no power, authority, obligation or responsibility for filing claims on behalf of the Adviser, the Trust or the Fund or for providing advice with respect to any class action, bankruptcy proceeding or any other action or proceeding (the “Litigation”) in which the Fund or the Trust may be entitled to participate as a result of its securities holdings. The Subadviser’s responsibility with respect thereto shall be limited to providing any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the . The Adviser acknowledges that the Subadviser is not a valuation agentthe official record keeper with respect to the managed assets.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision general oversight of the Trust’s Board and the general supervision, oversight and direction of Trustees (the “Board”) PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shallAdvisor, with respect to the Allocated Subadvisor Managed Assets, determine Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time what securities provide to Subadvisor; (ii) to the extent consistent with Subadvisor’s duty to seek best execution, place purchase and sale orders on behalf of the Funds in respect of the Subadvisor Managed Assets and enter such orders on behalf of the Funds in respect of the Subadvisor Managed Assets under trading agreements the Advisor or Issuer has entered into for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission ) (the “SECTrading Agreements”), interpretive guidance issued thereunder by the SEC staff ) as necessary to place such orders; and any other applicable federal (iii) maintain such books and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the Allocated Assets to the custodian securities transactions of the Fund Subadvisor Managed Assets as to deliveries of securities are required by Rule 31a-1 under the Investment Company Act and other investments and payments of cash for the account Rule 204-2 of the Fund. Subject to applicable provisions of the 1940 Advisers Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets of the Fund in one or more investment companies. (b) The Subadviser In providing the Subadvisory Services, Subadvisor will place orders pursuant to its investment determinations for supervise the Fund either directly with Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by itSubadvisor Managed Assets. In connection addition, Subadvisor will furnish PWP, Issuer or Advisor information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to the selection instruments constituting the Subadvisor Managed Assets. (c) In providing the Subadvisory Services, Subadvisor will at all times comply, in all material respects, with (i) the policies and procedures of such brokers or dealers the Funds, Issuer and Advisor applicable to the placing Subadvisor Managed Assets and of such orderswhich it has received written notice, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (ii) the Rules (as those terms are defined in Section 28(e4 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of the Securities Exchange Act of 19341986, as amended (the “Exchange ActCode”)) to the Fund and/or the , and all other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage applicable federal and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage state laws, rules 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. regulations (c) The Fund hereby authorizes any entity or person associated collectively with the Subadviser which is a member of a national securities exchange to effect any transaction on Registration Statement, the exchange for IPS, the account of Investment Company Act, the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunderAdvisers Act, and the Fund hereby consents to Code, the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv“Relevant Laws”). Notwithstanding Subadvisor will be given prompt notice of any material change that may impact the foregoingSubadvisor or the Subadvisor Managed Assets to any policy and/or procedures of the Funds, the Subadviser agrees that it Registration Statement, the Trading Agreements or to any Rules. Subadvisor will not deal be responsible for complying with itself, or with Trustees any such material changes of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will which it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviserhas not received notice. (d) Unless TAM advises All cash, securities and other assets of the Subadviser in writing that Funds shall be held at all times by such entity or entities engaged by Issuer to be the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another partycustodian, including prime brokers and futures commission merchants (collectively, the Subadviser “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall exercise voting rights incident not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. Subadvisor shall have no liability for the acts or omissions of any Custodian. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to any security purchased withor from the Custodian. Advisor shall provide, or comprising a portion ofshall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the Allocated Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. With respect to the Subadvisor Managed Assets, in accordance with Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the SubadviserCustodian’s proxy voting policies and procedures without consultation with TAM or records on a daily basis, (ii) reconcile the Fund. The Subadviser agrees market value from its internal records to furnish the Custodian’s records on a copy of its proxy voting policies and proceduresmonthly basis, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any amendments theretomaterial discrepancies; provided, to TAMfor the avoidance of doubt, that nothing in this sentence shall result in the Subadvisor being responsible for pricing the securities held by the Funds or determining the Funds’ net asset value. (e) As reasonably requested Advisor acknowledges and agrees that Subadvisor is not the Funds’ pricing agent, and is not responsible for pricing the securities held by the AdviserFunds. However, Sub-Adviser shall promptly notify Advisor if Subadvisor, based on market data, believes that the Subadviser valuation of any Subadvisor Managed Asset (as provided to Subadvisor by the Fund administrator or the Advisor) used in calculating a Fund’s net asset value differs materially from what Subadvisor believes is its market value. Upon request, Subadvisor will provide reasonable assistance to the Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a Fund. (f) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (g) Subadvisor acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the Investment Company Act, (i) Subadvisor will not knowingly consult with any persons previously identified to the Subadvisor by the Advisor as either another subadvisor for the Funds (“Other Subadvisor”) or another subadvisor to the Issuer or any other registered investment company under common control with the Issuer concerning transactions for the Funds in securities or other assets, and (ii) its responsibility in providing investment subadvisory services to the Funds shall be limited solely to the Subadvisor Managed Assets. (h) Subadvisor will not advise or act for the Funds in any legal proceedings, including bankruptcies or class actions, involving securities held in the Funds or issues of those securities, unless otherwise agreed to by Subadvisor in writing. (i) Advisor will be responsible for the preparation and filing of reports on Schedules 13D or 13G, if applicable with respect to the portfolio holdings held or previously held in the Subadvisor Managed Assets. (j) The Funds have claimed an exclusion from the definition of a Commodity Pool Operator pursuant to CFTC Rule 4.5 (the “CPO Exclusion”) and Subadvisor shall not manage the Subadvisor Managed Assets in a manner that, if such assets represented the entirety of a Fund, would cause the Fund to not qualify for the CPO Exclusion unless otherwise approved by the Advisor in writing. (k) In connection with collateral requirements associated with transactions effected with respect to the Subadvisor Managed Assets, Advisor’s administrative agent shall be responsible for moving subadvised assets into and out of any tri-party special custody accounts established by the Funds for bilateral trading agreements and to meet prime brokerage requirements. Advisor is responsible for establishing such tri-party special custody accounts. Subadvisor shall be responsible for ensuring the accuracy of such collateral movement and for ensuring that adequate collateral is available for this purpose. In addition, Subadvisor will be responsible for providing the Custodian and any applicable futures commission merchant or commodity clearing organization with instructions with respect to posting cash as initial margin and daily variation margin in compliance with Rule 17f-6 under the Investment Company Act for futures transactions in the Subadvisor Managed Assets. Advisor’s administrative agent and not Subadvisor is responsible for the calculation of asset coverage and segregating liquid assets on the Funds’ books for purposes of compliance with Section 18 of the Investment Company Act and the guidance and interpretation of the staff of the SEC. Subadvisor is responsible for monitoring the Subadvisor Managed Assets to ensure the adequacy of eligible collateral and will take any necessary action to resolve any deficiencies as promptly as practicable under the circumstances. (l) Advisor shall provide the Fund Subadvisor with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation a list of each person who is an “affiliated person” (and any affiliated person of such assetsan affiliated person), provided that as such term is defined in the Adviser acknowledges that Investment Company Act, of any Fund. Advisor agrees to provide such list prior to Subadvisor commencing actual management of the Subadviser is not a valuation agentassets of the Subadvisor Managed Assets and to promptly update such list whenever Advisor becomes aware of any changes to such list of affiliated persons.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated interpretive guidance issued thereunder by the staff of the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff ) and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to and acknowledged by the Subadviser. The Subadviser’s responsibility for providing investment researchFor the avoidance of doubt, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian enter into any and all permissible trading and derivative contracts on behalf of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act(e.g., the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by the Adviser, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agent.ISDA

Subadvisory Services. In its capacity as subadviser sub-adviser to the Fund, the Subadviser Sub-adviser shall have the following responsibilities: (a) Subject to the supervision of the TrustFund’s Board of Trustees Directors (the “Board”) and TAM, the Subadviser Sub-adviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser Sub-adviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the FundSole Shareholder’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser Sub-adviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold sold, converted or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser Sub-adviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser Sub-adviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the TrustFund’s Declaration Memorandum and Articles of Trust and By-Laws, as may be amended from time to time Association (collectively, the “Governing DocumentsArticles”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable Cayman Islands and U.S. federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred and, to abovethe extent applicable, the Sole Shareholder, any written instructions and directions of the Board or TAM provided to the Subadviser Sub-adviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed in writing to the SubadviserSub-adviser. Sub-adviser is fully protected in relying on the most recent version of such documents, policies or procedures delivered by TAM and is not responsible for any changes in such documents, policies or procedures until such changes are delivered in writing to Sub-adviser. The SubadviserSub-adviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser Sub-adviser is prohibited from directly or indirectly consulting with any other subadviser sub-adviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser Sub-adviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser Sub-adviser will place orders pursuant to its investment determinations for the Fund with respect to the Allocated Assets either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser Sub-adviser or its affiliates exercise investment discretion. The Subadviser Sub-adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser Sub-adviser determines in good faith that such amount of 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 which the Subadviser Sub-adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the SubadviserSub-adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be herein if such policies and procedures are provided in writing to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheldSub-adviser. (c) The Fund hereby authorizes any entity or person associated with the Subadviser Sub-adviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser Sub-adviser agrees that it will not deal with itself, or with Trustees Directors of the Trust Fund or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser Sub-adviser or its affiliates is participating, or arrange for purchases and sales of securities any of the Allocated Assets between the Fund and another account advised by the Subadviser Sub-adviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents Articles and the FundSole Shareholder’s then-current Prospectus and Statement of Additional Information relative to the Subadviser Sub-adviser and its directors and officers, which will be provided in advance officers as delivered to the SubadviserSub-adviser. (d) Unless TAM advises the Subadviser Sub-adviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust Fund or otherwise delegated to another party, the Subadviser Sub-adviser shall exercise voting rights (or withhold therewith) incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the SubadviserSub-adviser’s proxy voting policies and procedures without consultation with TAM or the Fund so long as the Sub-adviser receives the proxy materials from the Fund’s custodian. The Subadviser Sub-adviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Sub-adviser will be available upon reasonable request to provide reasonable assistance to TAM in the Adviser, event of a pricing problem and to participate in the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentTrust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional InformationInformation (“Investment Policies”),, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld(“Limitations”). The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s current Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to aboveInvestment Policies, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser(“Instructions”), and any other specific policies adopted by the Board and disclosed to the SubadviserSubadviser (“Board Policies”). The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Trust and applicable to the Fund from time to timetime (“Procedures”) , and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. (f) In performing its duties to the Fund hereunder, the Subadviser shall provide not be accountable for compliance with the Fund with information regarding Governing Documents, the Allocated Assets Investment Policies, Limitations, Instructions, Board Policies, Procedures and/or any amendments thereto unless and until provided to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentby TAM.

Subadvisory Services. In its capacity as subadviser sub-adviser to the Fund, the Subadviser Sub-adviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser Sub-adviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser Sub-adviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSub-adviser. The Subadviser Sub-adviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser Sub-adviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser Sub-adviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser Sub-adviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the SubadviserSub-adviser. The SubadviserSub-adviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser Sub-adviser is prohibited from directly or indirectly consulting with any other subadviser sub-adviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser Sub-adviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser Sub-adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser Sub-adviser or its affiliates exercise investment discretion. The Subadviser Sub-adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser Sub-adviser determines in good faith that such amount of 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 which the Subadviser Sub-adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the SubadviserSub-adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser Sub-adviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser Sub-adviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser Sub-adviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser Sub-adviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser Sub-adviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser Sub-adviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser Sub-adviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the SubadviserSub-adviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser Sub-adviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Sub-adviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Sub-adviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide Sub-adviser will notify TAM promptly. In addition, the Fund Sub-adviser will be available to consult with information regarding TAM in the Allocated Assets event of a pricing problem and to reasonably assist participate in the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentTrust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser sub-adviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the TrustFund’s Board of Trustees Directors (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets Parent Allocated Assets as shall be allocated to the Subadviser by TAM Fund from time to time (the “Allocated Assets”) with investment research, analysis, advice, evaluation of statistical, financial and economic data and judgments regarding individual investments, general economic conditions and trends, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the FundSole Shareholder’s current Prospectus and Statement of Additional Information, provided the same have been delivered to the Subadviser. In addition to the foregoing, the parties hereby agree that Subadviser, as sub-adviser to the Sole Shareholder, shall have the right and subject authority to such other restrictions determine the amount of the Parent Allocated Assets to be invested in and limitations as directed retained by the officers Fund and the amount of TAM or the Trust by notice Allocated Assets to be withdrawn from the Fund and reinvested in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSole Shareholder. The Subadviser shall, with respect to the Allocated Assets, determine invest and reinvest the Allocated Assets by determining from time to time what securities and other investments and instruments of United States and foreign entities will be purchased, retained, sold or exchanged by the Fund and Fund. In addition, the Subadviser shall, with respect to the Allocated Assets, determine what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including including, the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided subject to TAM’s final review and execution of such investment documentation and agreements on behalf of the Subadviser provides TAM notice Fund (other than as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements specified in subparagraph (b)(ii) of this Paragraph 2 which allows for execution by Subadviser)), all subject to the provisions of the TrustFund’s Declaration Memorandum and Articles of Trust and By-Laws, as may be amended from time to time Association (collectively, the “Governing DocumentsArticles”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable Cayman Islands and U.S. federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to aboveand, any written instructions and directions of the Board or TAM provided to the Subadviser from time extent applicable, the Sole Shareholder (as stated in the Sole Shareholder’s current Prospectus and Statement of Additional Information, provided the same have been delivered to time in advance and agreed to by the Subadviser), and any other specific policies adopted by the Board and disclosed to the Subadviser, provided that the Subadviser is given reasonable time to implement such policies adopted by the Board and such adopted policies do not require the Subadviser to breach any legal, tax or regulatory requirements applicable to Subadviser (collectively, the “Investment Guidelines”). The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets, except for purposes of complying with the conditions of the 1940 Act, as applicable to the Fund. The Subadviser is authorized as the agent of the Fund to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (bi) Subject to any other written instructions of the Board and/or TAM, the Subadviser is hereby appointed as the Fund’s agent and attorney-in-fact with authority to act in regard to the investment, reinvestment and management of the Allocated Assets, including, but not limited to (A) the authority to place orders for the execution of such securities transactions with or through such brokers, dealers, foreign currency dealer, futures commission merchant or issuers as the Subadviser may reasonably select; and (B) the authority to negotiate brokerage contracts, and other trading agreements on behalf of the Fund and perform such functions as it considers reasonable, necessary or convenient in order to carry out the purposes of this Agreement; provided that, the Subadviser’s actions in negotiating such documents shall comply with the Fund’s Articles and any other applicable Cayman Islands and U.S. federal and state law, as well as the investment objectives, policies and restrictions of the Fund and, to the extent applicable, the Sole Shareholder (as stated in the Sole Shareholder’s current Prospectus and Statement of Additional Information, provided the same have been delivered to the Subadviser), and any other specific policies adopted by the Board, federal regulations, all other federal laws applicable to registered investment advisers and the Subadviser’s duties and obligations under this Agreement. TAM will review all agreements prior to execution by the Fund. Notwithstanding anything to the contrary in this Agreement and subject to sub-paragraph (b)(iii) below, except as otherwise specified by notice from the Fund or TAM to the Subadviser, the Subadviser may place orders for the execution of transactions hereunder with or through any broker, dealer, foreign currency dealer, futures commission merchant, bank or any other agent or counterparty that the Subadviser may select in its own discretion. (ii) The Subadviser will place orders pursuant may open and maintain brokerage accounts (including the execution of any documentation related thereto) of all types on behalf of and in the name of the Fund, with respect to its investment determinations for the Fund either directly Allocated Assets. The Subadviser may enter into customer agreements (including the execution thereof) with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Subadviser deems desirable or appropriate. (iii) In connection with the issuer or with selection of any broker or dealer, foreign currency dealer, futures commission merchant merchant, bank or others selected by it. In connection with the selection of such brokers or dealers any other agent, and the placing of such ordersorders with any of them, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees Directors of the Trust Fund or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to timetime that have been notified to the Subadviser and are in effect as of the date of the transaction, and will comply with all other provisions of the Governing Documents Articles and the FundSole Shareholder’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust Fund or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will review security valuations of the AdviserAllocated Assets from sources other than TAM’s custodian and will notify TAM promptly if Subadviser becomes aware of any position that requires fair valuation or a material adjustment. In addition, the Subadviser shall provide will be available to consult with TAM in the Fund with information regarding event of a pricing problem and to participate in the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentTrust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the FundFunds, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund Funds with respect to such portion of the each Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s Funds’ investment objectives, policies and restrictions, as stated in the Fund’s Funds’ current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund Funds and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund investsFunds invest, and shall implement those decisions (including assistance with the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s Funds’ behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, the conditions of any exemptive order or no-action relief pursuant to which the Funds are operating, as well as the investment objectives, policies and restrictions of the Fund Funds referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund Funds is limited to that discrete portion of the each Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s Funds’ assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund Funds as to deliveries of securities and other investments and payments of cash for the account of the FundFunds. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund Funds in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund Funds either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund Funds and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund Funds which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s Funds’ portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Each Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the such Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the such Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the FundFunds, as principals or agents in making purchases or sales of securities or other property for the account of the FundFunds, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the a Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund Funds from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s Funds’ then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the FundFunds. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser agrees to provide TAM in a timely manner with all information relating to the AdviserSubadviser necessary for preparation of, among other things, the Funds’ proxy statements, registration statement, shareholder reports or other required mailings, as may be needed from time to time. (f) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Funds’ carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. (g) The Subadviser represents and warrants that none of the information or work product utilized by it in connection with its provision of subadvisory services pursuant to this Agreement infringes on any third party patent, copyright, trade secret, trademark, or other intellectual property rights of any kind, without limitation, and that there is no actual or threatened claim or lawsuit by any third party for infringement of those rights. Subadviser further represents and warrants that it shall provide promptly inform TAM if, after the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation effective date, Subadviser receives an actual or threatened claim or lawsuit by any third party based on a violation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentrights.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise exercises investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have has with respect to accounts over which they exercise it exercises investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assetswill notify TAM promptly. In addition, provided that the Adviser acknowledges that the Subadviser is not will be available to consult with TAM in the event of a valuation agentpricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-By- Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assetswill notify TAM promptly. In addition, provided that the Adviser acknowledges that the Subadviser is not will be available to consult with TAM in the event of a valuation agentpricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision general oversight of the Trust’s Board and the general superv1s1on, oversight and direction of Trustees (the “Board”) PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shallAdvisor, with respect to the Allocated Subadvisor Managed Assets, determine Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund's respective investment objective and policies as stated in such Fund's Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time what securities provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFfAs, and other investments agreements) as necessary to place such orders; and (iii) maintain such books and records with respect to the securities transactions of the Funds as are required by applicable law or regulation. (b) In providing the Subadvisory Services, Subadvisor will supervise the Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assets. In addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to the instruments will be purchased, retained, sold or exchanged by that the Subadvisor may cause the Fund to hold. (c) Subadvisor will at all times comply with (i) the policies and what portion procedures of the Allocated Assets will be held Funds, Issuer and Advisor of which it has received written notice, (ii) the Rules (as defined in Section 3 below) applicable to the various securities and other investments in which the Fund investsSubadvisor Managed Assets, and shall implement those decisions (including iii) the negotiation and execution Funds' Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of investment documentation and agreements1986, including, without limitation, swap, futures, options and other agreements with counterparties, on as amended (the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements "Code"), and all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state lawlaws, as well as rules and regulations (collectively with the investment objectivesRegistration Statement, policies the IPS, the Investment Company Act, the Advisers Act, and restrictions the Code, the "Relevant Laws''). Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the Fund referred to aboveFunds. Subadvisor will not be responsible for complying with any such material changes of which it has not received notice. (d) All cash, any written instructions securities and directions other assets of the Board Funds shall be held at all times by such entity or TAM provided entities engaged by Issuer to be the Subadviser custodian, including prime brokers and futures commission merchants (collectively, the "Custodian") in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to or from the Custodian. Advisor shall provide, or shall direct the Custodian to provide, to Subadvisor from time to time in advance such reports concerning assets, receipts and agreed disbursements with respect to the Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the SubadviserFunds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Subadvisor Managed Assets due to circwnstances deemed outside the normal course of business and that are directly attributable to the actions of Subadvisor, Subadvisor shall be responsible for reimbursing the Funds. With respect to the Subadvisor Managed Assets, Subadvisor shall (i) reconcile positions from Subadvisor's internal records to the Custodian's records on a daily basis, (ii) reconcile the market value from its internal records to the Custodian's records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any material discrepancies as defined by Advisor. (e) Advisor acknowledges and agrees that Subadvisor is not the Funds' pricing agent, and is not responsible for pricing the securities held by the Funds. However, Subadvisor shall be responsible for reviewing the prices of the Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance to the Advisor's valuation committee or to the Funds' pricing agents invaluing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or others about portfolio management and investment-related matters regarding the Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the Funds will perform comparably with any standard, including any other specific policies adopted by clients of Subadvisor or any index. (h) Subadvisor is responsible for ensuring that any transactions effected for the Board Subadvisor Managed Assets between Subadvisor and disclosed PWP or any other subadvisor engaged to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion manage some of the Fund represented by assets of the Allocated Assets Funds ("Other Subadvisors") are consistent with the requirements of the Investment Company Act and with the Subadviser is prohibited from directly or indirectly consulting Funds' policy regarding Section 17 transactions, as provided to Subadvisor. Except with respect to PWP, Subadvisor will not consult with any other subadviser for a portion Other Subadvisors of the Fund’s assets Funds or other subadvisors to a series under common control with the Funds concerning Fund transactions of the Funds in securities or other assets. . (i) Subadvisor will not advise or act for the Funds inany legal proceedings, including bankruptcies or class actions, involving securities held in the Funds or issues of those securities, unless otherwise agreed. (j) The Subadviser is authorized Funds have claimed an exclusion from the definition of a Commodity Pool Operator pursuant to give instructions CFTC Rule 4.5 (the "CPO Exclusion") and Subadvisor shall not manage the Subadvisor Managed Assets in a manner that would cause any Fund to not qualify for the CPO Exclusion unless otherwise approved by the Advisor in writing. (k) In connection with collateral and margin requirements and short sale proceeds associated with transactions effected with respect to the Allocated Subadvisor Managed Assets, Subadvisor shall be responsible for moving subadvised assets into and out of any tri-party special custody accounts established by the Funds. Advisor is responsible for establishing such tri-party special custody accounts and Subadvisor is responsible for the instruction of the collateral movement to and from such accounts. In addition, Subadvisor will be responsible for posting margin for the Funds out of the Subadvisor Managed Assets in compliance with Rule 17f-6 under the Investment Company Act. Advisor's administrative agent and not Subadvisor is responsible for the calculation of asset coverage and segregating liquid assets on the Funds' books for purposes of compliance with Section 18 of the Investment Company Act and the guidance and interpretation of the staff of the SEC. Subadvisor is responsible for monitoring the Subadvisor Managed Assets to ensure the custodian adequacy of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, eligible collateral and will comply with all other provisions of take any necessary action to resolve any deficiencies as promptly as practicable under the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadvisercircumstances. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by the Adviser, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agent.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser (other than TAM) for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assetswill notify TAM promptly. In addition, provided that the Adviser acknowledges that the Subadviser is not will be available to consult with TAM in the event of a valuation agentpricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. The Subadviser will not act on behalf of TAM or the Fund regarding any legal proceedings, including bankruptcies or class actions, involving the securities held by the Trust and the issuers of those securities. (e) As reasonably requested by The Subadviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assetswill notify TAM promptly. In addition, provided that the Adviser acknowledges that the Subadviser is not will be available to consult with TAM in the event of a valuation agentpricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), ) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-11a2- 2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust Transamerica Funds or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will review the Advisersecurity valuations of the Allocated Assets on a daily basis. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assetswill notify TAM promptly. In addition, provided that the Adviser acknowledges that the Subadviser is not will be available to consult with TAM in the event of a valuation agentpricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser sub-adviser to the Fund, the Subadviser Sub-adviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser Sub-adviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser Sub-adviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSub-adviser. The Subadviser Sub-adviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold sold, converted or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser Sub-adviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser Sub-adviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, Laws as may be amended from time delivered by TAM to time the Sub-adviser (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, other than the Internal Revenue Code of 1986, as amended, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser Sub-adviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed in writing to the SubadviserSub-adviser. Sub-adviser is fully protected in relying on the most recent version of such documents, policies or procedures delivered by TAM and is not responsible for any changes in such documents, policies or procedures until such changes are delivered in writing to Sub-adviser. The SubadviserSub-adviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser Sub-adviser is prohibited from directly or indirectly consulting with any other subadviser sub-adviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser Sub-adviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser Sub-adviser will place orders pursuant to its investment determinations for the Fund with respect to the Allocated Assets either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser Sub-adviser or its affiliates exercise investment discretion. The Subadviser Sub-adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser Sub-adviser determines in good faith that such amount of 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 which the Subadviser Sub-adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the SubadviserSub-adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be herein if such policies and procedures are provided in writing to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheldSub-adviser. (c) The Fund hereby authorizes any entity or person associated with the Subadviser Sub-adviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser Sub-adviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser Sub-adviser or its affiliates is participating, or arrange for purchases and sales of securities any of the Allocated Assets between the Fund and another account advised by the Subadviser Sub-adviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser Sub-adviser and its directors and officers, which will be provided in advance officers as delivered to the SubadviserSub-adviser. (d) Unless TAM advises the Subadviser Sub-adviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser Sub-adviser shall exercise voting rights (or withhold therewith) incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the SubadviserSub-adviser’s proxy voting policies and procedures without consultation with TAM or the Fund so long as the Sub-adviser receives the proxy materials from the Fund’s custodian. The Subadviser Sub-adviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Sub-adviser will be available upon reasonable request to provide reasonable assistance to TAM in the Adviser, event of a pricing problem and to participate in the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentTrust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision oversight of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and . The Subadviser shall implement those portfolio management decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any amendments to any material amendments terms to existing investment agreements and the opportunity for prompt legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff ) and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser and its applicable employees are authorized to open and maintain brokerage accounts for securities and other property for and in the name of the Fund. The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide will notify TAM promptly. In addition, the Subadviser upon reasonable notice will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. (d) The Subadviser will not have custody of any securities, cash or other assets of the Fund and will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reasonable reliance on instructions of Subadviser. The custodian will be responsible for the custody, receipt and delivery of securities and other assets of the Fund, and the Subadviser shall have no authority, responsibility or obligation with information regarding respect to the Allocated Assets to reasonably assist custody, receipt or delivery of securities or other assets of the Fund. TAM shall be responsible for all custodial arrangements, including the payment by the Fund in determining of all fees and expenses charged by the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentcustodian.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s 's Board of Trustees (the “"Board”") and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s 's investment objectives, policies and restrictions, as stated in the Fund’s 's current Prospectus and Statement of Additional Information, the Subadviser shall direct the asset allocation strategy and subject the investment decisions to implement such other restrictions and limitations strategy for the Fund in accordance with the target level of equity exposure as directed determined by TAM on the first Business Day of every month ("Target Allocation") by the officers proprietary dynamic asset allocation model from Transamerica Capital Management (the "Model"). Following receipt of TAM or the Trust Target Allocation by notice in writing in advance to the Subadviser, the Subadviser and agreement by shall have 5 Business Days to reallocate the Fund's portfolio to reflect the new allocation; however, the Subadviser thereto, which agreement may request that TAM extend this period if the Subadviser deems such an extension to be in the best interest of the Fund and such request shall not be unreasonably withheld. The Subadviser shall, with respect to shall not be responsible for determining the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets Fund's assets that are directly held in cash and cash equivalents, but shall be responsible for allocating such assets among the appropriate Underlying Funds. (b) Based on the Model's Target Allocation, from the series of Transamerica Funds and the Trust designated in the Fund's prospectus and any exchange-traded funds approved by TAM in writing provided to the Subadviser (the "Underlying Funds"), the Subadviser shall decide in which of those Underlying Funds the Fund will invest and how much of the Fund's assets to allocate to an Underlying Fund. The Subadviser shall not be required to allocate to all Underlying Funds. The Subadviser shall rebalance the Fund's assets among the Underlying Funds as often as needed to maintain the Model's Target Allocation. Nothing herein shall prevent the Subadviser from allocating assets of the Fund to Underlying Funds managed by the Subadviser or its affiliates. (c) Notwithstanding the Subadviser's responsibility pursuant to paragraph (b) of this section to allocate assets among the Underlying Funds, TAM shall have sole control and responsibility for selecting the Underlying Funds and monitoring the Underlying Funds' external managers. (d) The Subadviser shall communicate to the Trust's custodian and transfer agent (as identified in the Fund's current Prospectus) trade file instructions that are a result of its investment decisions, including rebalancing/reallocation determinations. (e) The Subadviser shall not vote proxy statements of the Underlying Funds that the Fund may receive. Such proxy statements will be voted by TAM, in accordance with the current proxy voting policies and procedures of the Trust and TAM. (f) Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser 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, nor to limit or restrict the right of the Subadviser to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. (g) The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting Underlying Funds held at any time in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreementsFund, including, without limitation, swap, futures, options and to file proofs of claim or other agreements with counterparties, on documents related to such proceedings (the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements "Litigation"), all subject or to investigate, initiate, supervise, or monitor the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Litigation involving Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviserassets, and any other specific policies adopted by the Board TAM acknowledges and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itselfno such power, authority, responsibility or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates obligation is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviserdelegated hereunder. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by the Adviser, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agent.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictionsrestrictions that apply to the Allocated Assets’ investment strategy, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions in accordance with investment guidelines agreed upon by TAM and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld(“Investment Guidelines”). The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund investsAllocated Assets may invest, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), ) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of applicable to the Fund Allocated Assets’ investment strategy referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, Investment Guidelines and any other specific policies adopted by the Board that are consistent with the investment objectives, policies and restrictions applicable to the Allocated Assets’ investment strategy referred to above and have been disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, herein which will be provided to TAM hereby acknowledges could adversely affect the Subadviser in advance and agreed to by execution of the Subadviser, which agreement shall not be unreasonably withheldFund’s portfolio transactions. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested The Subadviser will provide assistance to TAM in determining or confirming, the value of any portfolio securities or other assets of the Allocated Assets for which TAM seeks assistance from the Subadviser or identifies for review by the AdviserSubadviser. This includes (i) being available for consultation with TAM in the event of a pricing problem and when the Trust’s Valuation Committee meets; (ii) notifying TAM that it has changed its pricing source for a security; and (iii) assisting TAM in finding a pricing source for a security. In addition, the Subadviser shall provide will notify TAM in the Fund with information regarding event the Allocated Assets Subadviser determines the value of a security pursuant to reasonably assist the Fund in Subadviser’s procedures for determining the appropriate valuation fair value of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentsecurity.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), ) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board that are consistent with the investment objectives, policies and restrictions of the Fund referred to above and have been disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, herein which will be provided to TAM hereby acknowledges could adversely affect the Subadviser in advance and agreed to by execution of the Subadviser, which agreement shall not be unreasonably withheldFund’s portfolio transactions. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust Transamerica Funds or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested The Subadviser will provide assistance to TAM in determining or confirming the value of any portfolio securities or other assets of the Allocated Assets for which TAM seeks assistance from the Subadviser or which TAM identifies for review by the AdviserSubadviser. This includes (i) being available for consultation with TAM in the event of a pricing problem and when the Trust’s Valuation Committee meets; (ii) notifying TAM that it has changed its pricing source for a security; and (iii) assisting TAM in finding a pricing source for a security. In addition, the Subadviser shall provide will notify TAM in the Fund with information regarding event the Allocated Assets Subadviser determines the value of a security pursuant to reasonably assist the Fund in Subadviser’s procedures for determining the appropriate valuation fair value of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentsecurity.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAMTAM and subject to such other written restrictions and limitations provided by officers of TAM or the Trust to Subadviser in writing (such restrictions and limitations, the “Limitations”) and to the provisions of Section 2(h), the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional InformationInformation (“Investment Guidelines”). Subject to any existing Limitations, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund investsmay invest, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterpartiescounterparties (“Trading Documents”), on the Fund’s behalf behalf, including prior to the Effective Date, as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions Investment Guidelines of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the SubadviserLimitations, and any other specific policies adopted by the Board and disclosed to and acknowledged by the Subadviser. TAM acknowledges and agrees that GSAM will negotiate and execute such Trading Documents prior to the Effective Date. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Fund to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. Any Investment Guideline or Limitation will apply only at the time of an investment to which the Investment Guideline or Limitation is applicable and any such Investment Guideline or Limitation shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any change in circumstance resulting from, for example, a change in value, net assets or other circumstance will not be considered in determining whether any investment or the Fund complies with an Investment Guideline or Limitation. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-11a2- 2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund and acknowledged by the Subadviser from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund, except that TAM shall have the duty to vote proxies relating to investments in any pooled investment vehicles sponsored or advised by TAM. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. For the avoidance of doubt, TAM is responsible for: (i) ensuring compliance with all applicable regulations relating to the reporting of proxy votes for the Fund, including all required reports on SEC Form N-PX; and (ii) making any and all filings in connection with any securities litigation, class action lawsuits and bankruptcy, insolvency or workout proceedings relating to securities held or that were held by the Fund, or related to reporting requirements under federal and state securities laws and/or any foreign laws (as applicable) that may arise in respect of securities held in the Fund, including without limitation, filings required by the SEC or any other applicable regulatory agency (including required reporting related to short positions held in the Fund). The Subadviser shall not incur any liability to TAM by reason of any exercise of, or failure to exercise, TAM’s discretion in respect of such filings. (e) As reasonably requested The Subadviser agrees to provide, upon request, reasonable assistance to TAM, the Trust’s Valuation Committee and the Fund’s pricing agent in making determinations of the fair value of the Fund’s portfolio securities in accordance with the Trust’s valuation procedures. On a periodic basis (e.g., monthly, quarterly) and as a supplement to TAM’s valuation process, the Subadviser will review the security valuations in accordance with the Subadviser’s own pricing hierarchy and validation logic and will notify TAM on a reasonable basis if Subadviser becomes aware of any material differences (as defined by the AdviserSubadviser) between Subadviser’s internal valuations and TAM’s custodial valuations. The Subadviser will seek to notify TAM promptly if it believes, based on differences between the Fund’s valuation of a security that is a part of the Allocated Assets and the Subadviser’s valuation of the same security for another account under its management, the Fund has incorrectly valued the security to a material extent. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. Notwithstanding the foregoing, the Subadviser shall provide not be responsible for any valuation determinations made with respect to the Fund. (f) TAM acknowledges and agrees that Subadviser, its personnel, and Subadviser’s affiliates may take actions (or refrain from taking action) or have investment views that differ from actions taken or views taken with respect to the Fund hereunder. In addition, TAM acknowledges and agrees Subadviser and/or its affiliates may possess information as part of operating its other businesses or otherwise, including information that may be relevant to Underlying Fund and Manager Selection (as defined below), and that Subadviser has no obligation to share that information with TAM or the Fund, and that Subadviser may be limited in its ability to use that information regarding the Allocated Assets to reasonably assist in providing services hereunder. (g) All directions, instructions or Limitations by or on behalf of the Fund or TAM to the Subadviser shall be in determining writing signed by an authorized agent of the appropriate valuation Fund or TAM, confirmed in writing. For purposes of this Agreement, the term “in writing”, shall include directions given by facsimile or electronic mail. A list of persons authorized to give instructions to the Subadviser hereunder is set out in Schedule B to this Agreement. The Fund or TAM may revise the list of authorized persons from time to time by sending the Subadviser a revised list which has been certified by a duly authorized agent of the Fund or TAM. The Subadviser shall incur no liability whatsoever in relying upon any direction from, or document signed by, any person reasonably believed by Subadviser to be authorized to give or sign the same, whether or not the authority of such assetsperson is then effective. The Subadviser shall be under no duty to make any investigation or inquiry as to any statement contained in any writing and may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained. Directions given by the Fund or TAM to the Subadviser hereunder shall be effective only upon actual receipt by the Subadviser and shall be acknowledged by the Subadviser through its actions hereunder only, provided that unless the Adviser acknowledges Fund or TAM is advised by the Subadviser otherwise. (h) TAM shall endeavor to provide Subadviser reasonable advance notice, to the extent practicable under the circumstances, of any instructions, directions or amendments to the Investment Guidelines, Limitations, Governing Documents or any other specific policies adopted by the Board and disclosed to and acknowledged by the Subadviser (“Amendments”). TAM and the Fund agree and acknowledge that the Subadviser is may not a valuation agentbe able to comply immediately with such instructions, directions or Amendments. The Subadviser agrees to implement any such instructions, directions or Amendments as soon as reasonably practicable after their receipt or notify TAM regarding the Subadviser’s inability to comply with such instruction, directions or Amendments, and in the cases of such notice being provided, compliance by Subadviser with such instruction, directions or Amendments shall be excused and the parties agree to seek in good faith an appropriate resolution with respect to the proposed instruction, direction or Amendment.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional InformationInformation in the form provided to the Subadviser by TAM from time to time, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser, all of which shall be communicated to Subadvisor reasonably in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldof being effective. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time and provided to the Subadvisor by TAM (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), applicable interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the SubadviserSubadviser in writing, which shall be provided to Subadviser reasonably in advance of effectiveness. The Subadviser’s responsibility for providing investment research, advice, management and supervision the services described herein to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assetswill notify TAM promptly. In addition, provided that the Adviser acknowledges that the Subadviser is not will be available to consult with TAM in the event of a valuation agentpricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision general oversight of the Trust’s Board and the general supervision, oversight and direction of Trustees (the “Board”) PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shallAdvisor, with respect to the Allocated Subadvisor Managed Assets, determine Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time what securities provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other investments agreements) as necessary to place such orders; and instruments will be purchased, retained, sold or exchanged by the Fund (iii) maintain such books and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the Allocated Assets to the custodian securities transactions of the Fund Funds as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to are required by applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all law or substantially all of the Allocated Assets of the Fund in one or more investment companiesregulation. (b) The Subadviser In providing the Subadvisory Services, Subadvisor will place orders pursuant to its investment determinations for supervise the Fund either directly with Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by itSubadvisor Managed Assets. In connection addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to the selection instruments that the Funds may hold or contemplate purchasing. (c) Subadvisor will at all times comply with (i) the policies and procedures of such brokers or dealers the Funds, Issuer and Advisor of which it has received written notice, (ii) the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services Rules (as those terms are defined in Section 28(e3 below) applicable to the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of the Securities Exchange Act of 19341986, as amended (the “Exchange ActCode”)) to the Fund and/or the , and all other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage applicable federal and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage state laws, rules 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. regulations (c) The Fund hereby authorizes any entity or person associated collectively with the Subadviser which is a member of a national securities exchange to effect any transaction on Registration Statement, the exchange for IPS, the account of Investment Company Act, the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunderAdvisers Act, and the Fund hereby consents to Code, the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv“Relevant Laws”). Notwithstanding Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the foregoing, the Subadviser agrees that it Funds. Subadvisor will not deal be responsible for complying with itself, or with Trustees any such material changes of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will which it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviserhas not received notice. (d) Unless TAM advises All cash, securities and other assets of the Subadviser in writing that Funds shall be held at all times by such entity or entities engaged by Issuer to be the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another partycustodian, including prime brokers and futures commission merchants (collectively, the Subadviser “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall exercise voting rights incident not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to any security purchased withor from the Custodian. Advisor shall provide, or comprising a portion ofshall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the Allocated Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. With respect to the Subadvisor Managed Assets, in accordance with Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the SubadviserCustodian’s proxy voting policies and procedures without consultation with TAM or records on a daily basis, (ii) reconcile the Fund. The Subadviser agrees market value from its internal records to furnish a copy of its proxy voting policies and proceduresthe Custodian’s records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any amendments thereto, to TAMmaterial discrepancies as defined by Advisor. (e) As reasonably requested Advisor acknowledges and agrees that Subadvisor is not the Funds’ pricing agent, and is not responsible for pricing the securities held by the AdviserFunds. However, Subadvisor shall be responsible for reviewing the Subadviser shall prices of the Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance to the Fund Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with information intermediaries or others about portfolio management and investment-related matters regarding the Allocated Assets to reasonably assist Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Fund in determining the appropriate valuation of such assets, provided Funds or that the Adviser acknowledges Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ensuring that any transactions effected for the Subadviser is not a valuation agent.Subadvisor Managed Assets between Subadvisor and PWP or any other subadvisor engaged to manage some of the assets of the Funds (“Other Subadvisors”) are consistent with the requirements of the Investment Company Act and with the Funds’ policy regarding Section 17

Subadvisory Services. In its capacity as subadviser to the each Fund, the Subadviser T▇▇ shall have the following responsibilities: (a) Subject to the supervision of the TrustCorporation’s Board of Trustees Directors (the “Board”) and TAMT▇▇, the Subadviser ▇▇▇ shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser T▇▇ by TAM T▇▇ from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser T▇▇ shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the TrustCorporation’s Declaration Articales of Trust Incorporation and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), ) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to T▇▇. T▇▇ is authorized as the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion agent of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized Corporation to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser T▇▇ will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser T▇▇ or its affiliates exercise investment discretion. The Subadviser T▇▇ is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser T▇▇ determines in good faith that such amount of 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 which the Subadviser T▇▇ and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the SubadviserTIM’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser T▇▇ which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser T▇▇ agrees that it will not deal with itself, or with Trustees Directors of the Trust Corporation or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser T▇▇ or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser T▇▇ or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser T▇▇ and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises T▇▇ shall, at the Subadviser in writing that request of the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another partyBoard, the Subadviser shall exercise voting rights, rights incident to consent to corporate action and any security purchased with, or comprising a portion of, other rights pertaining to the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by the Adviser, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agent.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), ) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealerdealer including any broker or dealer affiliated with the Subadviser, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust Transamerica Funds or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will be available to consult with TAM in the Adviser, event of a pricing problem and to participate in the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentTrust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision general oversight of the Trust’s Board and the general supervision, oversight and direction of Trustees (the “Board”) PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shallAdvisor, with respect to the Allocated Subadvisor Managed Assets, determine Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund's respective investment objective and policies as stated in such Fund's Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time what securities provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other investments agreements) as necessary to place such orders; and (iii) maintain such books and records with respect to the securities transactions of the Funds as are required by applicable law or regulation. (b) In providing the Subadvisory Services, Subadvisor will supervise the Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assets. In addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to the instruments will be purchased, retained, sold or exchanged by that the Subadvisor may cause the Fund to hold. (c) Subadvisor will at all times comply with (i) the policies and what portion procedures of the Allocated Assets will be held Funds, Issuer and Advisor of which it has received written notice, (ii) the Rules (as defined in Section 3 below) applicable to the various securities and other investments in which the Fund investsSubadvisor Managed Assets, and shall implement those decisions (including iii) the negotiation and execution Funds' Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of investment documentation and agreements1986, including, without limitation, swap, futures, options and other agreements with counterparties, on as amended (the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements "Code"), and all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state lawlaws, as well as rules and regulations (collectively with the investment objectivesRegistration Statement, policies the IPS, the Investment Company Act, the Advisers Act, and restrictions the Code, the "Relevant Laws"). Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the Fund referred to aboveFunds. Subadvisor will not be responsible for complying with any such material changes of which it has not received notice. (d) All cash, any written instructions securities and directions other assets of the Board Funds shall be held at all times by such entity or TAM provided entities engaged by Issuer to be the Subadviser custodian, including prime brokers and futures commission merchants (collectively, the "Custodian") in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to or from the Custodian. Advisor shall provide, or shall direct the Custodian to provide, to Subadvisor from time to time in advance such reports concerning assets, receipts and agreed disbursements with respect to the Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the SubadviserFunds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Subadvisor Managed Assets due to circumstances deemed outside the normal course of business and that are directly attributable to the actions of Subadvisor, Subadvisor shall be responsible for reimbursing the Funds. With respect to the Subadvisor Managed Assets, Subadvisor shall (i) reconcile positions from Subadvisor's internal records to the Custodian's records on a daily basis, (ii) reconcile the market value from its internal records to the Custodian's records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any material discrepancies as defined by Advisor. (e) Advisor acknowledges and agrees that Subadvisor is not the Funds' pricing agent, and is not responsible for pricing the securities held by the Funds. However, Subadvisor shall be responsible for reviewing the prices of the Subadvisor Managed Assets used to value the Funds for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance to the Advisor's valuation committee or to the Funds' pricing agents in valuing securities held by a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or others about portfolio management and investment-related matters regarding the Funds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the Funds will perform comparably with any standard, including any other specific policies adopted by clients of Subadvisor or any index. (h) Subadvisor is responsible for ensuring that any transactions effected for the Board Subadvisor Managed Assets between Subadvisor and disclosed PWP or any other subadvisor engaged to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion manage some of the Fund represented by assets of the Allocated Assets Funds ("Other Subadvisors") are consistent with the requirements of the Investment Company Act and with the Subadviser is prohibited from directly or indirectly consulting Funds' policy regarding Section 17 transactions, as provided to Subadvisor. Except with respect to PWP, Subadvisor will not consult with any other subadviser for a portion Other Subadvisors of the Fund’s assets Funds or other subadvisors to a series under common control with the Funds concerning Fund transactions of the Funds in securities or other assets. . (i) Subadvisor will not advise or act for the Funds in any legal proceedings, including bankruptcies or class actions, involving securities held in the Funds or issues of those securities, unless otherwise agreed. (j) The Subadviser is authorized Funds have claimed an exclusion from the definition of a Commodity Pool Operator pursuant to give instructions CFTC Rule 4.5 (the "CPO Exclusion") and Subadvisor shall not manage the Subadvisor Managed Assets in a manner that would cause any Fund to not qualify for the CPO Exclusion unless otherwise approved by the Advisor in writing. (k) In connection with collateral and margin requirements and short sale proceeds associated with transactions effected with respect to the Allocated Subadvisor Managed Assets, Subadvisor shall be responsible for moving subadvised assets into and out of any tri-party special custody accounts established by the Funds. Advisor is responsible for establishing such tri-party special custody accounts and Subadvisor is responsible for the instruction of the collateral movement to and from such accounts. In addition, Subadvisor will be responsible for posting margin for the Funds out of the Subadvisor Managed Assets in compliance with Rule 17f-6 under the Investment Company Act. Advisor's administrative agent and not Subadvisor is responsible for the calculation of asset coverage and segregating liquid assets on the Funds' books for purposes of compliance with Section 18 of the Investment Company Act and the guidance and interpretation of the staff of the SEC. Subadvisor is responsible for monitoring the Subadvisor Managed Assets to ensure the custodian adequacy of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, eligible collateral and will comply with all other provisions of take any necessary action to resolve any deficiencies as promptly as practicable under the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadvisercircumstances. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by the Adviser, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agent.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by reasonable advance notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, the power to execute swap, futures, options and other agreements agreements, including collateral agreements, with counterparties, and to open and close accounts in connection therewith, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided that TAM shall have the Subadviser provides TAM notice as soon as reasonably practicable right to review and approve such documentation and agreements prior to entering into any new investment agreements and any material amendments their execution or amendment as may be agreed to existing investment agreements by the parties from time to time), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, Laws as may be amended from time disclosed to time the Subadviser (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), ) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assetsassets except as permitted by applicable law. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. Subject to any other written instructions of the Board and/or TAM, The Fund does hereby delegate to the Sub-Adviser all of its powers, duties and responsibilities with regard to such investment and reinvestment and hereby appoints the Sub-Adviser as its agent in fact with full authority to buy, sell or otherwise effect investment transactions involving the assets in its name and for the Fund’s account, including without limitation, the power to execute swap, futures, options and other agreements with counterparties on the Fund’s behalf as the Sub-Adviser deems appropriate from time to time in order to carry out the Sub-Adviser’s responsibilities hereunder; provided that, the Subadviser’s actions in negotiating such documents shall comply with federal regulations, all other federal laws applicable to registered investment advisers and the Subadviser’s duties and obligations under this Agreement and the Governing Documents. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a1l(a) of the Exchange Act and Rule 11a21la2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-11a2- 2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to timetime and provided to the Subadviser, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As The Subadviser will provide the Adviser with reasonable assistance in connection with the Adviser’s obligation to fair value certain securities in the Fund. In addition, the Subadviser agrees to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. (f) The Adviser acknowledges and agrees that the Subadviser shall have no power, authority, obligation or responsibility for filing claims on behalf of the Adviser, the Trust or the Fund or for providing advice with respect to any class action, bankruptcy proceeding or any other action or proceeding (the “Litigation”) in which the Fund or the Trust may be entitled to participate as a result of its securities holdings. The Subadviser’s responsibility with respect thereto shall be limited to providing any and all documentation or information relating to the Litigation as may reasonably be requested by the Adviser, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the . The Adviser acknowledges that the Subadviser is not a valuation agentthe official record keeper with respect to the managed assets.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision general oversight of the Trust’s Board and the general supervision, oversight and direction of Trustees (the “Board”) PWP and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shallAdvisor, with respect to the Allocated Subadvisor Managed Assets, Subadvisor will (i) make investment decisions for the Funds in accordance with each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement, with the provisions of this Agreement and with such written guidelines as Advisor may from time to time provide to Subadvisor; (ii) determine from time to time what on a discretionary basis and without prior consent of Advisor which securities and or other investments and assets/instruments will are to be purchased, retainedsold, sold exchanged, converted, retained or exchanged by borrowed for the Fund and Subadvisor Managed Assets; (iii) determine what portion of the Allocated Subadvisor Managed Assets will be invested or held uninvested as cash consistent with the IPS, the Registration Statement and the Rules (as defined in Section 3 below); (iv) place purchase and sale orders for the various securities Funds with brokers and/or dealers (each, a “broker-dealer”) for trade execution selected by the Subadvisor through accounts set up by Subadvisor with such broker-dealers; (v) place purchase and sale orders on behalf of the Funds and enter such orders on behalf of the Funds under trading agreements the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other investments in which the Fund invests, agreements) as necessary to place such orders; and shall implement those decisions (including the negotiation vi) maintain such books and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into any new investment agreements and any material amendments to existing investment agreements ), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions records with respect to the Allocated Assets to the custodian securities transactions of the Fund Funds as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to are required by applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all law or substantially all of the Allocated Assets of the Fund in one or more investment companiesregulation. (b) The Subadviser In providing the Subadvisory Services, Subadvisor will place orders pursuant to its investment determinations for supervise the Fund either directly with Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by itSubadvisor Managed Assets. In connection addition, Subadvisor will furnish PWP, Issuer or Advisor whatever information, including statistical data, PWP, Issuer or Advisor may reasonably request with respect to the selection instruments that the Funds may hold or contemplate purchasing. (c) Subadvisor will at all times comply with (i) the policies and procedures of such brokers or dealers the Funds, Issuer and Advisor of which it has received written notice, (ii) the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services Rules (as those terms are defined in Section 28(e3 below) applicable to the Subadvisor Managed Assets, and (iii) the relevant provisions of the Securities Exchange Act Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of 19341986, as amended (the “Exchange ActCode”)) to , and all other applicable federal and state laws, rules and regulations (collectively with the Fund and/or Registration Statement, the other accounts over which IPS, the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage Investment Company Act, the Advisers Act, and research services a commission the Code, the “Relevant Laws”); provided, however, that Subadvisor shall only be responsible for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have compliance with respect to accounts over which they exercise investment discretionthe Subadvisor Managed Assets and shall only be responsible for those provisions of the Code that relate to the provision of the Subadvisory Services. The Board may adopt Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the Funds. For the avoidance of doubt, Advisor understands and agrees that the Subadvisor shall bear no responsibility or liability for failure to comply with the Registration Statement, IPS, any direction of Advisor or PWP, any policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided hereinFunds, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity Issuer or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoingAdvisor, the Subadviser agrees that it will not deal with itselfRules (as defined in Section 3 below), or with Trustees of any amendment or supplement thereto, unless the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases Subadvisor has received such materials and sales of securities between the Fund had a reasonable opportunity to review and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance comply with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadvisermaterials. (d) Unless TAM advises All cash, securities and other assets of the Subadviser in writing that Funds shall be held at all times by such entity or entities engaged by Issuer to be the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another partycustodian, including prime brokers and futures commission merchants (collectively, the Subadviser “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall exercise voting rights incident not be responsible for any custody arrangements involving any assets of the Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets in respect of the Funds shall be made directly to any security purchased withor from the Custodian. Subadvisor shall have the authority to instruct the Custodian: (i) to pay cash for securities delivered to the Custodian, (ii) to deliver securities and other property against payment for the Funds, and (iii) to transfer assets and funds to such brokerage accounts as the Subadvisor may designate, all consistent with the powers, authorities and limitations set forth herein. Advisor shall provide, or comprising a portion ofshall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the Allocated Subadvisor Managed Assets as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Funds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Subadvisor Managed Assets due to circumstances deemed outside the normal course of business, Subadvisor shall be responsible for reimbursing the Funds. With respect to the Subadvisor Managed Assets, in accordance with Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the SubadviserCustodian’s proxy voting policies and procedures without consultation with TAM or records on a daily basis, (ii) reconcile the Fund. The Subadviser agrees market value from its internal records to furnish a copy of its proxy voting policies and proceduresthe Custodian’s records, and (iii) provide Advisor and PWP with a monthly reconciliation report listing any amendments thereto, to TAMmaterial discrepancies as defined by Advisor. (e) As reasonably requested Advisor acknowledges and agrees that Subadvisor is not the Funds’ pricing agent, and is not responsible for pricing the securities held by the AdviserFunds. However, Subadvisor shall be responsible for reviewing the Subadviser shall prices of the Subadvisor Managed Assets used to value the Funds as received from the Custodian for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance to the Fund Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a Fund. (f) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Funds or that the Funds will perform comparably with information regarding any standard, whether relative or absolute, including any other clients of Subadvisor or any index. (g) Subadvisor is responsible for ensuring that any transactions effected for the Allocated Subadvisor Managed Assets between Subadvisor and PWP or any other subadvisor engaged to reasonably assist manage some of the Fund in determining assets of the appropriate valuation Funds (“Other Subadvisors”), or any affiliated person of such assetssubadvisor, provided that are consistent with the Adviser acknowledges that requirements of the Subadviser is not a valuation agent.Investment Company Act and with the Funds’ policy regarding Section 17

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreementsdocumentation, including, without limitation, swapagreements relating to swaps, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided provided, that, upon the prior written request of TAM and so long as the Subadviser provides and TAM notice have entered into a confidentiality and non-disclosure agreement effective as soon as reasonably practicable prior to entering of the date of such request, the Subadviser shall provide TAM with template forms of such documentation entered into any new investment agreements and any material amendments to existing investment agreements by the Subadviser on behalf of the Fund), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser is authorized on behalf of the Fund, and consistent with the investment discretion delegated to the Subadviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Fund with respect to any investments made for the Funds’ Allocated Assets. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund, specifically, the Subadviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Fund with respect to any investments made pursuant to the Fund’s Prospectus and Statement of Additional Information. The Subadviser shall not have the authority to cause TAM to deliver securities or other property, or pay cash to Subadviser other than payment of the management fee provided for in this Agreement. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the . The Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheldliable for any act or omission of any brokerage firm or firms or counterparties designated by TAM or chosen by the Subadviser with reasonable care. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. Further, the Subadviser shall have the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer. (e) As The Subadviser will notify TAM as soon as reasonably requested possible of any fair valuation recommendation that is applicable to the positions in TAM’s portfolio(s) based on the Subadviser’s internal pricing policy. The Subadviser will follow its internal pricing policy when valuing securities, which may utilize different sources than those used by the AdviserTAM’s custodians. In addition, the Subadviser shall provide will be available to consult with TAM in the Fund with information regarding event of a pricing problem and to participate in the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentTrust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the each Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional InformationInformation (“Investment Policies”),, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld(“Limitations”). The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s current Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to aboveInvestment Policies, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser(“Instructions”), and any other specific policies adopted by the Board and disclosed to the SubadviserSubadviser (“Board Policies”). The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Trust and applicable to the Fund from time to timetime (“Procedures”) , and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by The Subadviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. (f) In performing its duties to the Fund hereunder, the Subadviser shall provide not be accountable for compliance with the Fund with information regarding Governing Documents, the Allocated Assets Investment Policies, Limitations, Instructions, Board Policies, Procedures and/or any amendments thereto unless and until provided to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges that the Subadviser is not a valuation agentby TAM.

Subadvisory Services. In its capacity as subadviser sub-adviser to the Fund, the Subadviser Sub-adviser shall have the following responsibilities:responsibilities (which responsibilities shall commence upon receipt by the Sub-adviser of written confirmation from TAM that the transition manager appointed by TAM (or TAM’s affiliates) to cause the Fund’s assets to comprise Allocated Assets (as defined below) has fulfilled its responsibilities to do so): (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser Sub-adviser shall regularly provide the Fund Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser Sub-adviser by TAM from time to time (the “Allocated Assets”) ), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by reasonable advance notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSub-adviser. The Subadviser Sub-adviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser Sub-adviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser Sub-adviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser Sub-adviser from time to time by reasonable advance notice in advance and agreed to by the Subadviserwriting, and any other specific policies adopted by the Board and disclosed to the SubadviserSub-adviser by reasonable advance notice in writing. The SubadviserSub-adviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser Sub-adviser is prohibited from directly or indirectly consulting with any other subadviser sub-adviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. TAM shall provide reasonable prior written notice to the Sub-adviser of the appointment of any additional adviser or sub-adviser to the Fund. The Subadviser Sub-adviser does not have custody of any assets of the Fund on behalf of the Fund or TAM. The Sub-adviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the FundFund and with respect to such other matters as relate to the performance by the Sub-adviser of its duties under this Agreement. TAM has obtained the agreement of the custodian of the Fund to act in accordance with the Sub-adviser’s instructions in connection with the performance by the Sub-adviser of its duties under this Agreement. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser Sub-adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser Sub-adviser or its affiliates exercise investment discretion. The Subadviser Sub-adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser Sub-adviser determines in good faith that such amount of 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 which the Subadviser Sub-adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the SubadviserSub-adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which herein and TAM will be provided provide reasonable advance notice in writing to the Subadviser in advance and agreed to by Sub-adviser of the Subadviser, which agreement shall same. TAM acknowledges that the Sub-adviser may not be unreasonably withheldable to seek to obtain best execution on behalf of the Fund if such modifications or restrictions require the Sub-adviser to direct portfolio transactions to certain brokers or dealers (or not direct them to certain brokers or dealers). (c) The Fund hereby authorizes any entity or person associated with the Subadviser Sub-adviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser Sub-adviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser Sub-adviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser Sub-adviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser Sub-adviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser Sub-adviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser Sub-adviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the SubadviserSub-adviser’s proxy voting policies and procedures without consultation with TAM or the Fund. TAM shall instruct the custodian of the Fund and other relevant service providers to promptly forward materials relating to proxies and related matters to the Sub-adviser. The Subadviser Sub-adviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. Notwithstanding anything to the contrary herein, TAM acknowledges and agrees that the Sub-adviser shall have no power, authority, obligation or responsibility for filing claims on behalf of TAM, the Trust or the Fund or for providing advice with respect to any class action, bankruptcy proceeding or any other proceeding in which the Trust or the Fund may be entitled to participate as a result of its securities holdings. (e) As reasonably requested by The Sub-adviser will provide TAM with reasonable assistance in connection with TAM’s obligations to the AdviserFund or Trust to fair value Allocated Assets (to the extent such assets are required to be fair valued in accordance with the Fund’s valuation policies). In addition, the Subadviser shall provide Sub-adviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. TAM acknowledges and agrees that the Sub-adviser does not keep or maintain the official books and records of the Trust or Fund and/or in relation to any assets of the Fund with information regarding (including the Allocated Assets Assets). Notwithstanding anything to reasonably assist the contrary contained herein, TAM confirms that the Fund in determining or Trust and its Board, and not the appropriate Sub-adviser, is responsible for the valuation of the Fund’s assets, including the fair valuation of such assets. (f) TAM hereby instructs the Sub-adviser to sell at the earliest opportunity any security, provided securities or other property into which the following securities may be converted or exchanged: any securities issued by Better Place, Inc. (the “Better Place Securities”) that comprise a part of the Adviser Allocated Assets. TAM acknowledges that the Subadviser is Sub-adviser may not a valuation agentactively follow the Better Place Securities in the market place and TAM agrees to furnish the Sub-adviser with any information regarding opportunities to sell the Better Place Securities as such information becomes available to TAM. Without prejudice to the foregoing, if the Sub-adviser itself expressly identifies an opportunity to sell the Better Place Securities, it shall notify TAM of the same and shall sell the Better Place Securities upon TAM instructing the Sub-Adviser to do so.

Subadvisory Services. In its capacity as subadviser sub-adviser to the Fund, the Subadviser Sub-adviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser Sub-adviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser Sub-adviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSub-adviser. The Subadviser Sub-adviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser Sub-adviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser Sub-adviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser Sub-adviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the SubadviserSub-adviser. The SubadviserSub-adviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser Sub-adviser is prohibited from directly or indirectly consulting with any other subadviser sub-adviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser Sub-adviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser Sub-adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser Sub-adviser or its affiliates exercise investment discretion. The Subadviser Sub-adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser Sub-adviser determines in good faith that such amount of 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 which the Subadviser Sub-adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the SubadviserSub-adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser Sub-adviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser Sub-adviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser Sub-adviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser Sub-adviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser Sub-adviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser Sub-adviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser Sub-adviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the SubadviserSub-adviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser Sub-adviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. TAM acknowledges that proxies will be voted by the Sub-adviser in accordance with the proxy service provider’s recommendations unless the Sub-adviser overrides a specific recommendation. The third-party firm may also provide proxy execution, record keeping and reporting services. (e) As reasonably requested by The Sub-adviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Sub-adviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide Sub-adviser will notify TAM promptly. In addition, the Fund Sub-adviser will be available to consult with information regarding TAM in the Allocated Assets event of a pricing problem and to reasonably assist participate in the Fund in determining the appropriate valuation of such assets, provided that the Adviser Trust’s Valuation Committee meetings. (f) TAM acknowledges that the Subadviser is Sub-adviser will not a valuation agentbe responsible for evaluating and making decisions regarding securities litigation claims involving securities held by the Fund. The Sub-adviser will assist TAM and/or the custodian in evaluating such securities litigation claims, as reasonably required, but the Sub-adviser shall not be responsible for filing such claims.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, investment policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional InformationInformation and provided to and agreed upon by the Subadviser, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheld. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swapswaps, futures, options options, repurchase, and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior the opportunity to entering into any new investment agreements and any material amendments review the collateral schedule to existing investment agreements )master repurchase agreements, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time and provided to the Subadviser (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, investment policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadviser, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets of the Fund in one or more investment companies. In addition, the Subadviser is authorized to act for, represent, and purport to bind the Fund with respect to any Allocated Assets in any legal or administrative proceeding involving the Trust or the Fund or any such proceeding involving any Allocated Assets, including, without limitation, class action and bankruptcy proceedings, in consultation with TAM. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures of the Subadviser as may be adopted by the Fund from time to timeFund, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As reasonably requested by the AdviserTAM, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser TAM acknowledges that the Subadviser is not a valuation agent. (f) The Subadviser may, as permitted by rule, regulation or position of the staff of the SEC, utilize the personnel of its affiliates, including foreign affiliates, in providing services under this Agreement, provided that the Subadviser remains solely responsible for the provision of services under this Agreement.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice as soon as reasonably practicable prior to entering into of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures policy without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedurespolicy, and any material amendments thereto, to TAM. The Subadviser shall not be obligated to render advice or take any action on behalf of the Fund with respect to securities presently or formerly held by the Fund which become the subject of any legal proceedings, including but not limited to securities class actions and bankruptcies. (e) As reasonably requested by The Subadviser will monitor the Advisersecurity valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser shall provide the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assetswill notify TAM promptly. In addition, provided that the Adviser acknowledges that the Subadviser is not will be available to consult with TAM in the event of a valuation agentpricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing in advance to the Subadviser and agreement by the Subadviser thereto, which agreement shall not be unreasonably withheldSubadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM notice as soon as reasonably practicable prior to entering into with copies of any new investment agreements and any material amendments to existing investment agreements before executing any transactions on behalf of the Fund that are governed by such documents), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time in advance and agreed to by the Subadvisertime, and any other specific policies adopted by the Board and disclosed to the SubadviserSubadviser in writing. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets (other than a sub-subadviser to the Subadviser as contemplated by Section 1 of this Agreement) concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the Allocated Assets assets of the Fund in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of 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 which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein, which will be provided to the Subadviser in advance and agreed to by the Subadviser, which agreement shall not be unreasonably withheld. (c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the FundFund (which shall be disclosed to the Subadviser by TAM in writing), as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers, which will be provided in advance to the Subadviser. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) As TAM and the Trust’s Valuation Committee shall have primary responsibility for valuation of the Fund’s assets. The Subadviser will be reasonably available to consult with TAM and the Trust’s Valuation Committee and to provide requested by input concerning the Adviservaluation of portfolio securities. In addition, the Subadviser shall provide will promptly notify TAM in the Fund with information regarding the Allocated Assets to reasonably assist the Fund in determining the appropriate valuation of such assets, provided that the Adviser acknowledges event that the Subadviser becomes aware that the Fund is carrying a security at a value that the Subadviser believes does not fairly represent the price that could be obtained for the security in a valuation agentcurrent market transaction.