Common use of Subadvisory Services Clause in Contracts

Subadvisory Services. (a) Subject to the general oversight of the Board and the general supervision, oversight and direction of PWP and Advisor, with respect to the Subadvisor Managed Assets, 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 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 agreements) as necessary to place such orders; and (iii) maintain such books and records with respect to the securities transactions of the Funds placed by Subadvisor as are required by applicable law or regulation. Advisor will provide Subadvisor with advance notice of any change in the Registration Statement or guidelines that may impact Subadvisor’s activities under this Agreement. (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, with respect to the 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 the Funds, Issuer and Advisor of which it has received written notice applicable to the Subadvisor Managed Assets, (ii) the Rules (as defined in Section 3 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 1986, as amended (the “Code”), 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”) with respect to the Subadvisor Managed Assets. Subadvisor will be given prompt notice of any change to any policy and/or procedures of the Funds. Subadvisor will not be responsible for complying with any such changes of which it has not received notice. Subadvisor shall have no responsibility or liability for the actions or omissions of the Advisor, PWP or any other subadvisor or agent of the Funds or the Issuer. (d) 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 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, 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 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 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 institutional investors 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 will use its reasonable best efforts to ensure that any transactions effected for the 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 general oversight supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the general supervisionSubadviser 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, oversight advice, management and direction 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 PWP and AdvisorAdditional Information. The Subadviser shall, with respect to the Subadvisor Managed Allocated Assets, 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 determine from time to time provide 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 Subadvisor; 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), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (iicollectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) place purchase and sale orders on behalf 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, 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 Funds is limited to that discrete portion of the Funds represented by the Allocated Assets and enter such orders on behalf the Subadviser is prohibited from directly or indirectly consulting with any other Subadviser for a portion of the Funds’ assets concerning Funds under trading agreements transactions in securities or other assets. The Subadviser is authorized as the Advisor or Issuer has entered for use by agent of the Funds (such as ISDAs, futures agreements, MSFTAs, and other agreements) as necessary Trust to place such orders; and (iii) maintain such books and records give instructions with respect to the securities transactions Allocated Assets to the custodian of the Funds placed by Subadvisor as are required by to deliveries of securities and other investments and payments of cash for the account of the Funds. Subject to applicable law provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or regulation. Advisor will provide Subadvisor with advance notice substantially all of any change the assets of the Funds in the Registration Statement one or guidelines that may impact Subadvisor’s activities under this Agreementmore investment companies. (b) In providing The Subadviser will place orders pursuant to its investment determinations for the Subadvisory ServicesFund either directly with the issuer or with any broker or dealer, Subadvisor will supervise the Subadvisor Managed Assets and conduct a continual program of investmentforeign currency dealer, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assetsfutures commission merchant or others selected by it. In additionconnection with the selection of such brokers or dealers and the placing of such orders, with respect subject to the Subadvisor Managed Assetsapplicable law, Subadvisor will furnish PWP, Issuer brokers or Advisor whatever information, including statistical data, PWP, Issuer or Advisor dealers 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 be selected who also provide brokerage and procedures of the Funds, Issuer and Advisor of which it has received written notice applicable to the Subadvisor Managed Assets, (ii) the Rules research services (as those terms are defined in Section 3 below28(e) applicable to of the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the “CodeExchange 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 all other applicable federal 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 state laws, rules 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 regulations 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. (collectively c) The Fund hereby authorizes any entity or person associated with the Registration Statement, Subadviser which is a member of a national securities exchange to effect any transaction on the IPS, exchange for the Investment Company Act, account of the Advisers ActFund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the CodeFund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the “Relevant Laws”) Subadviser agrees that it will not deal with respect 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 Subadvisor Managed Assets. Subadvisor will be given prompt notice of any change to any policy and/or procedures of the Funds. Subadvisor will not be responsible for complying with any such changes of which it has not received notice. Subadvisor shall have no responsibility or liability for the actions or omissions of the Advisor, PWP or any other subadvisor or agent of the Funds or the IssuerSubadviser and its directors and officers. (d) All cash, securities and other assets of Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Funds shall be held at all times by such entity or entities engaged by Issuer otherwise delegated to be the custodian, including prime brokers and futures commission merchants (collectivelyanother party, the “Custodian”) Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in compliance accordance with Section 17(f) the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of the Investment Company Actits proxy voting policies and procedures, and any amendments thereto, to TAM. Subadvisor Subadviser shall not be responsible for filing or completing any custody arrangements involving any assets of the Funds or legal notices 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 requestFund, including daily class action or bankruptcy proofs of claim, although the Subadviser shall provide transactional information on cash balances available for investment, to assist TAM or the 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, 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 Advisorrequested. (e) Advisor acknowledges and agrees that Subadvisor The Subadviser applies its fair value procedures daily and, upon request, will notify TAM promptly if it believes fair valuation is not warranted based on the Funds’ pricing agent, and is not responsible for pricing the valuations Subadviser uses to value securities held by in the Funds. However, Subadvisor shall be responsible Fund for reviewing the prices of the Subadvisor Managed Assets used to value the Funds for reasonableness on a regular basis its internal purposes and notifying Advisor management of any need separate accounts. In addition, the Subadviser will be available to challenge a price provided by consult with TAM in the event of a pricing vendor. Upon request, Subadvisor will provide reasonable assistance problem and 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 the Trust’s Valuation Committee meetings with intermediaries or institutional investors about portfolio management and investment-related matters regarding the Fundsupon request. (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 will use its reasonable best efforts to ensure that any transactions effected for the 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 sub-adviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the general oversight supervision of the Fund’s Board of Directors (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Parent Allocated Assets as shall be allocated to the 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 Sole 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 authority to determine the amount of the Parent Allocated Assets to be invested in and retained by the Fund and the general supervision, oversight amount of the Allocated Assets to be withdrawn from the Fund and direction of PWP and Advisorreinvested in the Sole Shareholder. The Subadviser shall, with respect to the Subadvisor Managed Allocated Assets, Subadvisor will use its reasonable best efforts to (i) make investment decisions for invest and reinvest 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 Allocated Assets by determining from time to time provide to Subadvisor; (ii) place purchase what securities and sale orders on behalf other investments and instruments of the Funds United States and enter such orders on behalf of the Funds under trading agreements the Advisor foreign entities will be purchased, retained, sold or Issuer has entered for use exchanged by the Funds (such as ISDAs, futures agreements, MSFTAs, and other agreements) as necessary to place such orders; and (iii) maintain such books and records with respect to the securities transactions of the Funds placed by Subadvisor as are required by applicable law or regulation. Advisor will provide Subadvisor with advance notice of any change in the Registration Statement or guidelines that may impact Subadvisor’s activities under this Agreement. (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 AssetsFund. In addition, the Subadviser shall, with respect to the Subadvisor Managed Allocated Assets, Subadvisor determine what portion of the Allocated Assets will furnish PWPbe held in the various securities and other investments in which the Fund invests, Issuer and shall implement those decisions (including, the negotiation 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, subject to TAM’s final review and execution of such investment documentation and agreements on behalf of the Fund (other than as specified in subparagraph (b)(ii) of this Paragraph 2 which allows for execution by Subadviser)), all subject to the provisions of the Fund’s Memorandum and Articles of Association (collectively, the “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 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 Advisor whatever informationregulatory requirements applicable to Subadviser (collectively, including statistical datathe “Investment Guidelines”). The Subadviser’s responsibility for providing investment research, PWPadvice, Issuer 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 Advisor may reasonably request 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 instruments that Allocated Assets to the Funds 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 hold entail the investment of all or contemplate purchasingsubstantially all of the assets of the Fund in one or more investment companies. (ci) Subadvisor will at all times use its reasonable best efforts 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 (i) 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 procedures restrictions of the FundsFund and, Issuer to the extent applicable, the Sole Shareholder (as stated in the Sole Shareholder’s current Prospectus and Advisor Statement of which it has received written notice 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 Subadvisor Managed AssetsSubadviser’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 may open and maintain brokerage accounts (including the Rules execution of any documentation related thereto) of all types on behalf of and in the name of the Fund, with respect to the 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 selection of any broker or dealer, foreign currency dealer, futures commission merchant, bank or any other agent, and the placing of orders 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 3 below28(e) applicable to of the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the “CodeExchange 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 all other applicable federal 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 state laws, rules 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 regulations 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. (collectively c) The Fund hereby authorizes any entity or person associated with the Registration Statement, Subadviser which is a member of a national securities exchange to effect any transaction on the IPS, exchange for the Investment Company Act, account of the Advisers ActFund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the CodeFund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the “Relevant Laws”) Subadviser agrees that it will not deal with respect itself, or with Directors of the 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 time that have been notified to the Subadvisor Managed Assets. Subadvisor will be given prompt notice of any change to any policy and/or procedures Subadviser and are in effect as of the Funds. Subadvisor will not be responsible for complying with any such changes of which it has not received notice. Subadvisor shall have no responsibility or liability for the actions or omissions date of the Advisortransaction, PWP or any and will comply with all other subadvisor or agent provisions of the Funds or Articles and the IssuerSole Shareholder’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) All cash, securities and other assets of Unless TAM advises the Funds shall be held at all times by such entity Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or entities engaged by Issuer the Fund or otherwise delegated to be the custodian, including prime brokers and futures commission merchants (collectivelyanother party, the “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor Subadviser shall not be responsible for exercise voting rights incident to 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 providesecurity purchased with, or shall direct comprising a portion of, the Custodian Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to providefurnish a copy of its proxy voting policies and procedures, and any amendments thereto, 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 receiving trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. 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 AdvisorTAM. (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 The Subadviser will review security valuations of the Subadvisor Managed Allocated Assets used to value the Funds for reasonableness on a regular basis from sources other than TAM’s custodian and notifying Advisor will notify TAM promptly if Subadviser becomes aware of any need position that requires fair valuation or a material adjustment. In addition, the Subadviser will be available to challenge a price provided by consult with TAM in the event of a pricing vendor. Upon request, Subadvisor will provide reasonable assistance problem and 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 institutional investors about portfolio management and investment-related matters regarding the FundsTrust’s Valuation Committee meetings. (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 will use its reasonable best efforts to ensure that any transactions effected for the 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. (a) Subject to the general oversight of the Board and the general supervision, oversight and direction of PWP and Advisor, with respect to the Subadvisor Managed Assets, Subadvisor will use its reasonable best efforts to (i) make investment decisions recommendations for the Funds in accordance with (x) each Fund’s 's respective investment objective and policies as stated in such Fund’s 's Registration Statement as of Statement, the date hereof and as amended from time to timeIPS, (y) the provisions of this Agreement Agreement, and (z) with such other written guidelines as Advisor may from time to time provide to Subadvisor; (ii) place purchase communicate its investment recommendations for each Fund by delivering to the Advisor a model portfolio together with portfolio parameters (collectively, the “Model Portfolio”) setting forth the recommended security positions and sale orders weights for the Fund portfolio, which will be communicated on behalf 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 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 agreements) as necessary to place such ordersFund; and (iiiiv) maintain such books and records with respect to the securities transactions of the Funds placed by Subadvisor Subadvisory Services as are required by applicable law or regulation. Advisor will provide Subadvisor with advance notice of any change in the Registration Statement or guidelines that may impact Subadvisor’s activities under this Agreement. (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 not have discretion to place securities orders on behalf of the Subadvisor Managed AssetsFunds. In addition, 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 Managed Assets, the current portfolio holdings (positions and weights) of the Fund to assist Subadvisor in the provision of the Subadvisory Services. (c) Subadvisor will furnish PWP, the Issuer or and/or Advisor whatever information, including statistical data, PWP, the Issuer or and/or Advisor may reasonably request with respect to the instruments that the Funds may hold or contemplate purchasingModel Portfolio. (cd) Subadvisor will at all times use its reasonable best efforts to comply with (i) the policies and procedures of the Funds, Issuer Issuer, and Advisor of which it has received written notice applicable to the Subadvisor Managed Assetsnotice, (ii) the Rules (as defined in Section 3 below) applicable to the Subadvisor Managed AssetsFunds, 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”"), and all other applicable federal and state laws, rules rules, and regulations (collectively with the Registration Statement, the IPS, the Investment Company Act, the Advisers Act, and the Code, the “"Relevant Laws”) with respect to the "). Advisor will give Subadvisor Managed Assets. Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the Funds. Subadvisor will not be responsible for complying with any such material changes of which it has not received notice. Subadvisor shall have no responsibility or liability for the actions or omissions of the Advisor, PWP or any other subadvisor or agent of the Funds or the Issuer. (de) 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 Subadvisor Managed Assets 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 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, 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. (ef) 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 on a regular basis and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will may provide reasonable assistance to the Advisor’s 's valuation committee or to the Funds’ ' pricing agents in valuing securities held by a Fund. (fg) At the reasonable request of Advisor, Subadvisor will may participate in educational meetings with intermediaries or institutional investors others about portfolio management and investment-related matters regarding the Funds. (gh) 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. (hi) Subadvisor will use its reasonable best efforts to ensure that any transactions effected not advise or act for the Subadvisor Managed Assets by Subadvisor between 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 any other Fund or account managed by Subadvisor, PWP or any other subadvisor engaged Subadvisor shall not make investment recommendations to manage some of the assets of the Funds (“Other Subadvisors”) are consistent with that would cause any Fund to not qualify for the requirements of CPO Exclusion unless otherwise approved by the Investment Company Act and with the Funds’ policy regarding Section 17Advisor in writing.

Subadvisory Services. In its capacity as sub-adviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the general oversight supervision of the Fund’s Board of Directors (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Parent Allocated Assets as shall be allocated to the 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 Sole 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 authority to determine the amount of the Parent Allocated Assets to be invested in and retained by the Fund and the general supervision, oversight amount of the Allocated Assets to be withdrawn from the Fund and direction of PWP and Advisorreinvested in the Sole Shareholder. The Subadviser shall, with respect to the Subadvisor Managed Allocated Assets, Subadvisor will use its reasonable best efforts to (i) make investment decisions for invest and reinvest 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 Allocated Assets by determining from time to time provide to Subadvisor; (ii) place purchase what securities and sale orders on behalf other investments and instruments of the Funds United States and enter such orders on behalf of the Funds under trading agreements the Advisor foreign entities will be purchased, retained, sold or Issuer has entered for use exchanged by the Funds (such as ISDAs, futures agreements, MSFTAs, and other agreements) as necessary to place such orders; and (iii) maintain such books and records with respect to the securities transactions of the Funds placed by Subadvisor as are required by applicable law or regulation. Advisor will provide Subadvisor with advance notice of any change in the Registration Statement or guidelines that may impact Subadvisor’s activities under this Agreement. (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 AssetsFund. In addition, the Subadviser shall, with respect to the Subadvisor Managed Allocated Assets, Subadvisor determine what portion of the Allocated Assets will furnish PWPbe held in the various securities and other investments in which the Fund invests, Issuer and shall implement those decisions (including, the negotiation 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, subject to TAM’s final review and execution of such investment documentation and agreements on behalf of the Fund(other than as specified in subparagraph (b)(ii) of this Paragraph 2 which allows for execution by Subadviser)), all subject to the provisions of the Fund’s Memorandum and Articles of Association (collectively, the “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 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 Advisor whatever informationregulatory requirements applicable to Subadviser (collectively, including statistical datathe “Investment Guidelines”). The Subadviser’s responsibility for providing investment research, PWPadvice, Issuer 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 Advisor may reasonably request 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 instruments that Allocated Assets to the Funds 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 hold entail the investment of all or contemplate purchasingsubstantially all of the assets of the Fund in one or more investment companies. (ci) Subadvisor will at all times use its reasonable best efforts 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 (i) 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 procedures restrictions of the FundsFund and, Issuer to the extent applicable, the Sole Shareholder (as stated in the Sole Shareholder’s current Prospectus and Advisor Statement of which it has received written notice 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 Subadvisor Managed AssetsSubadviser’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 may open and maintain brokerage accounts (including the Rules execution of any documentation related thereto) of all types on behalf of and in the name of the Fund, with respect to the 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 selection of any broker or dealer, foreign currency dealer, futures commission merchant, bank or any other agent, and the placing of orders 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 3 below28(e) applicable to of the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the “CodeExchange 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 all other applicable federal 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 state laws, rules 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 regulations 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. (collectively c) The Fund hereby authorizes any entity or person associated with the Registration Statement, Subadviser which is a member of a national securities exchange to effect any transaction on the IPS, exchange for the Investment Company Act, account of the Advisers ActFund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the CodeFund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the “Relevant Laws”) Subadviser agrees that it will not deal with respect itself, or with Directors of the 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 time that have been notified to the Subadvisor Managed Assets. Subadvisor will be given prompt notice of any change to any policy and/or procedures Subadviser and are in effect as of the Funds. Subadvisor will not be responsible for complying with any such changes of which it has not received notice. Subadvisor shall have no responsibility or liability for the actions or omissions date of the Advisortransaction, PWP or any and will comply with all other subadvisor or agent provisions of the Funds or Articles and the IssuerSole Shareholder’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) All cash, securities and other assets of Unless TAM advises the Funds shall be held at all times by such entity Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or entities engaged by Issuer the Fund or otherwise delegated to be the custodian, including prime brokers and futures commission merchants (collectivelyanother party, the “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor Subadviser shall not be responsible for exercise voting rights incident to 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 providesecurity purchased with, or shall direct comprising a portion of, the Custodian Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to providefurnish a copy of its proxy voting policies and procedures, and any amendments thereto, 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 receiving trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. 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 AdvisorTAM. (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 The Subadviser will review security valuations of the Subadvisor Managed Allocated Assets used to value the Funds for reasonableness on a regular basis from sources other than TAM’s custodian and notifying Advisor will notify TAM promptly if Subadviser becomes aware of any need position that requires fair valuation or a material adjustment. In addition, the Subadviser will be available to challenge a price provided by consult with TAM in the event of a pricing vendor. Upon request, Subadvisor will provide reasonable assistance problem and 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 institutional investors about portfolio management and investment-related matters regarding the FundsTrust’s Valuation Committee meetings. (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 will use its reasonable best efforts to ensure that any transactions effected for the 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 general oversight 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 supervisioneconomic conditions and trends, oversight management and direction 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 PWP and AdvisorAdditional Information, provided the same have been delivered to the Subadviser. The Subadviser shall, with respect to the Subadvisor Managed Allocated Assets, Subadvisor will use its reasonable best efforts to (i) make investment decisions for invest and reinvest 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 Allocated Assets by determining from time to time provide to Subadvisor; (ii) place purchase what securities and sale orders on behalf other investments and instruments of the Funds United States and enter such orders on behalf of the Funds under trading agreements the Advisor foreign entities will be purchased, retained, sold or Issuer has entered for use exchanged by the Funds (such as ISDAs, futures agreements, MSFTAs, and other agreements) as necessary to place such orders; and (iii) maintain such books and records with respect to the securities transactions of the Funds placed by Subadvisor as are required by applicable law or regulation. Advisor will provide Subadvisor with advance notice of any change in the Registration Statement or guidelines that may impact Subadvisor’s activities under this Agreement. (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 AssetsFund. In addition, the Subadviser shall, with respect to the Subadvisor Managed Allocated Assets, Subadvisor determine what portion of the Allocated Assets will furnish PWPbe held in the various securities and other investments in which the Fund invests, Issuer and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-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, 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 Advisor whatever informationregulatory requirements applicable to Subadviser (collectively, including statistical datathe “Investment Guidelines”). The Subadviser’s responsibility for providing investment research, PWPadvice, Issuer 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 Advisor may reasonably request 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. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the instruments that Allocated Assets to the Funds 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 hold entail the investment of all or contemplate purchasingsubstantially all of the assets of the Fund in one or more investment companies. (ci) Subadvisor will at all times use its reasonable best efforts 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 (i) the policies and procedures of the Fundsfederal regulations, Issuer and Advisor of which it has received written notice all other federal laws applicable to registered investment advisors and the Subadvisor Managed AssetsSubadviser’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 may open and maintain brokerage accounts (including the Rules execution of any documentation related thereto) of all types on behalf of and in the name of the Fund, with respect to the 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 selection of any broker or dealer, foreign currency dealer, futures commission merchant, bank or any other agent, and the placing of orders 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 3 below28(e) applicable to of the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the “CodeExchange 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 all other applicable federal 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 state laws, rules 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 regulations 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. (collectively c) The Fund hereby authorizes any entity or person associated with the Registration Statement, Subadviser which is a member of a national securities exchange to effect any transaction on the IPS, exchange for the Investment Company Act, account of the Advisers ActFund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the CodeFund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the “Relevant Laws”) Subadviser agrees that it will not deal with respect 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 that have been notified to the Subadvisor Managed Assets. Subadvisor will be given prompt notice of any change to any policy and/or procedures Subadviser and are in effect as of the Funds. Subadvisor will not be responsible for complying with any such changes of which it has not received notice. Subadvisor shall have no responsibility or liability for the actions or omissions date of the Advisortransaction, PWP or any and will comply with all other subadvisor or agent provisions of the Funds or Governing Documents and the IssuerFund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) All cash, securities and other assets of Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Funds shall be held at all times by such entity or entities engaged by Issuer otherwise delegated to be the custodian, including prime brokers and futures commission merchants (collectivelyanother party, the “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor Subadviser shall not be responsible for exercise voting rights incident to 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 providesecurity purchased with, or shall direct comprising a portion of, the Custodian Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to providefurnish a copy of its proxy voting policies and procedures, and any amendments thereto, 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 receiving trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. 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 AdvisorTAM. (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 The Subadviser will review security valuations of the Subadvisor Managed Allocated Assets used to value the Funds for reasonableness on a regular basis from sources other than TAM’s custodian and notifying Advisor will notify TAM promptly if Subadviser becomes aware of any need position that requires fair valuation or a material adjustment. In addition, the Subadviser will be available to challenge a price provided by consult with TAM in the event of a pricing vendor. Upon request, Subadvisor will provide reasonable assistance problem and 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 institutional investors about portfolio management and investment-related matters regarding the FundsTrust’s Valuation Committee meetings. (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 will use its reasonable best efforts to ensure that any transactions effected for the 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. (a) Subject to the general oversight of the Board and the general supervision, oversight and direction of PWP and Advisor, with respect to the Subadvisor Managed Assets, 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 timeStatement, (y) with the provisions of this Agreement and (z) with such written guidelines as Advisor may from time to time provide to Subadvisor; (ii) determine from time to time on a discretionary basis and without prior consent of Advisor which securities or other assets/instruments are to be purchased, sold, exchanged, converted, retained or borrowed for the Subadvisor Managed Assets; (iii) determine what portion of the 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 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 agreements) as necessary to place such orders; and (iiivi) maintain such books and records with respect to the securities transactions of the Funds placed by Subadvisor as are required by applicable law or regulation. Advisor will provide Subadvisor with advance notice of any change in the Registration Statement or guidelines that may impact Subadvisor’s activities under this Agreement. (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, with respect to the 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 the Funds, Issuer and Advisor of which it has received written notice applicable to the Subadvisor Managed Assetsnotice, (ii) the Rules (as defined in Section 3 below) applicable to the Subadvisor Managed Assets, and (iii) the relevant provisions of the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (the “Code”), 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 Subadvisor shall only be responsible for compliance with respect to the Subadvisor Managed AssetsAssets and shall only be responsible for those provisions of the Code that relate to the provision of the Subadvisory Services. Subadvisor will be given prompt notice of any material change to any policy and/or procedures of the Funds. Subadvisor will not be responsible for complying with any such changes For the avoidance of which it has not received notice. doubt, Advisor understands and agrees that the Subadvisor shall have bear no responsibility or liability for failure to comply with the actions Registration Statement, IPS, any direction of Advisor or omissions PWP, any policies and procedures of the Funds, Issuer or Advisor, PWP the Rules (as defined in Section 3 below), or any other subadvisor amendment or agent of supplement thereto, unless the Funds or the IssuerSubadvisor has received such materials and had a reasonable opportunity to review and comply with such materials. (d) 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. 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 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 receiving 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, 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 as received from the Custodian 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 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 institutional investors 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, whether relative or absolute, including any other clients of Subadvisor or any index. (hg) Subadvisor will use its reasonable best efforts to ensure is responsible for ensuring that any transactions effected for the Subadvisor Managed Assets by between 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”) ), or any affiliated person of such subadvisor, 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 general oversight supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the general supervisionSubadviser 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, oversight advice, management and direction 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 PWP and AdvisorAdditional Information. The Subadviser shall, with respect to the Subadvisor Managed Allocated Assets, 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 determine from time to time provide to Subadvisor; (ii) place purchase what securities and sale orders on behalf other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Funds Allocated Assets will be held in the various securities and enter such orders on behalf other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Funds under trading agreements Trust’s Declaration of Trust and By-Laws (collectively, the Advisor or Issuer has entered for use “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Funds Securities and Exchange Commission (such the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as ISDAswell as the investment objectives, futures agreements, MSFTAspolicies and restrictions of the Fund referred to above, and any other agreements) 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 as necessary the agent of the Trust to place such orders; and (iii) maintain such books and records give instructions with respect to the securities transactions Allocated Assets to the custodian of the Funds placed by Subadvisor Fund as are required by to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable law provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or regulation. Advisor will provide Subadvisor with advance notice substantially all of any change the assets of the Fund in the Registration Statement one or guidelines that may impact Subadvisor’s activities under this Agreementmore investment companies. (b) In providing The Subadviser will place orders pursuant to its investment determinations for the Subadvisory ServicesFund either directly with the issuer or with any broker or dealer including any broker or dealer affiliated with the Subadviser, Subadvisor will supervise the Subadvisor Managed Assets and conduct a continual program of investmentforeign currency dealer, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assetsfutures commission merchant or others selected by it. In additionconnection with the selection of such brokers or dealers and the placing of such orders, with respect subject to the Subadvisor Managed Assetsapplicable law, Subadvisor will furnish PWP, Issuer brokers or Advisor whatever information, including statistical data, PWP, Issuer or Advisor dealers 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 be selected who also provide brokerage and procedures of the Funds, Issuer and Advisor of which it has received written notice applicable to the Subadvisor Managed Assets, (ii) the Rules research services (as those terms are defined in Section 3 below28(e) applicable to of the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the “CodeExchange 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 all other applicable federal 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 state laws, rules 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 regulations 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. (collectively c) The Fund hereby authorizes any entity or person associated with the Registration Statement, Subadviser which is a member of a national securities exchange to effect any transaction on the IPS, exchange for the Investment Company Act, account of the Advisers ActFund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the CodeFund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the “Relevant Laws”) Subadviser agrees that it will not deal with respect 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 Subadvisor Managed Assets. Subadvisor will be given prompt notice of any change to any policy and/or procedures of the Funds. Subadvisor will not be responsible for complying with any such changes of which it has not received notice. Subadvisor shall have no responsibility or liability for the actions or omissions of the Advisor, PWP or any other subadvisor or agent of the Funds or the IssuerSubadviser and its directors and officers. (d) All cash, securities and other assets of Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Funds shall be held at all times by such entity or entities engaged by Issuer otherwise delegated to be the custodian, including prime brokers and futures commission merchants (collectivelyanother party, the “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor Subadviser shall not be responsible for exercise voting rights incident to 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 providesecurity purchased with, or shall direct comprising a portion of, the Custodian Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to providefurnish a copy of its proxy voting policies and procedures, and any amendments thereto, 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 receiving trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. 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 AdvisorTAM. (e) Advisor acknowledges and agrees that Subadvisor is not The Subadviser will be available to consult with TAM in 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 event 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 problem and 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 institutional investors about portfolio management and investment-related matters regarding the FundsTrust’s Valuation Committee meetings. (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 will use its reasonable best efforts to ensure that any transactions effected for the 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 general oversight supervision of the Trust's Board of Trustees (the "Board") and TAM, and consistent with the Fund's investment objectives, policies and restrictions, as stated in the Fund's current Prospectus and Statement of Additional Information, the Subadviser shall direct the asset allocation strategy and the general supervision, oversight and direction of PWP and Advisor, with respect to the Subadvisor Managed Assets, Subadvisor will use its reasonable best efforts to (i) make investment decisions to implement such strategy for the Funds Fund in accordance with the target level of equity exposure as determined by TAM on the first Business Day of every month (x"Target Allocation") each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement as by the proprietary dynamic asset allocation model from Transamerica Capital Management (the "Model"). Following receipt of the date hereof and as amended from time Target Allocation by the Subadviser, the Subadviser shall have 5 Business Days to timereallocate the Fund's portfolio to reflect the new allocation; however, (y) the provisions of Subadviser may request that TAM extend this Agreement and (z) period if the Subadviser deems such written guidelines as Advisor may from time an extension to time provide to Subadvisor; (ii) place purchase and sale orders on behalf be in the best interest of the Funds Fund and enter such orders on behalf request shall not be unreasonably withheld. The Subadviser shall not be responsible for determining the portion of the Funds under trading agreements Fund's assets that are directly held in cash and cash equivalents, but shall be responsible for allocating such assets among the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other agreements) as necessary to place such orders; and (iii) maintain such books and records with respect to the securities transactions of the Funds placed by Subadvisor as are required by applicable law or regulation. Advisor will provide Subadvisor with advance notice of any change in the Registration Statement or guidelines that may impact Subadvisor’s activities under this Agreementappropriate Underlying Funds. (b) In providing Based on the Subadvisory ServicesModel's Target Allocation, Subadvisor 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 supervise the Subadvisor Managed Assets invest and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment how much of the Subadvisor Managed AssetsFund's assets to allocate to an Underlying Fund. In addition, with respect The Subadviser shall not be required to allocate to all Underlying Funds. The Subadviser shall rebalance the Subadvisor Managed Assets, Subadvisor will furnish PWP, Issuer 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 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 purchasingits affiliates. (c) Subadvisor 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 at all times use its reasonable best efforts to comply be voted by TAM, in accordance with (i) the current proxy voting policies and procedures of the Funds, Issuer Trust and Advisor of which it has received written notice applicable to the Subadvisor Managed Assets, (ii) the Rules (as defined in Section 3 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 1986, as amended (the “Code”), 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”) with respect to the Subadvisor Managed Assets. Subadvisor will be given prompt notice of any change to any policy and/or procedures of the Funds. Subadvisor will not be responsible for complying with any such changes of which it has not received notice. Subadvisor shall have no responsibility or liability for the actions or omissions of the Advisor, PWP or any other subadvisor or agent of the Funds or the Issuer. (d) 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 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, 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 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 Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a FundTAM. (f) At Nothing in this Agreement shall limit or restrict the reasonable request right of Advisorany director, Subadvisor will participate officer, or employee of the Subadviser to engage in educational meetings with intermediaries any other business or institutional investors about portfolio 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 investment-related matters regarding the Fundsmanagement services, to any other fund, firm, individual or association. (g) Subadvisor makes The Subadviser shall have no representations power, authority, responsibility, or warrantiesobligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, express class action securities litigation, or impliedother 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 any level of performance no such power, authority, responsibility 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 indexobligation is delegated hereunder. (h) Subadvisor will use its reasonable best efforts to ensure that any transactions effected for the 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 general oversight supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the general supervisionSubadviser 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, oversight advice, management and direction supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions that apply to the Allocated Assets’ investment strategy, as stated in the Fund’s current Prospectus and Statement of PWP Additional Information, and Advisorin accordance with investment guidelines agreed upon by TAM and Subadviser (“Investment Guidelines”). The Subadviser shall, with respect to the Subadvisor Managed Allocated Assets, 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 determine from time to time provide to Subadvisor; (ii) place purchase what securities and sale orders on behalf other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Funds Allocated Assets will be held in the various securities and enter such orders on behalf other investments in which the Allocated Assets may invest, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Funds under trading agreements Trust’s Declaration of Trust and By-Laws (collectively, the Advisor or Issuer has entered for use “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Funds Securities and Exchange Commission (such the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as ISDAswell as the investment objectives, futures agreementspolicies and restrictions applicable to the Allocated Assets’ investment strategy referred to above, MSFTAsthe 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 consulting with any other agreements) Subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as necessary the agent of the Trust to place such orders; and (iii) maintain such books and records give instructions with respect to the securities transactions Allocated Assets to the custodian of the Funds placed by Subadvisor Fund as are required by to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable law provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or regulation. Advisor will provide Subadvisor with advance notice substantially all of any change the assets of the Fund in the Registration Statement one or guidelines that may impact Subadvisor’s activities under this Agreementmore investment companies. (b) In providing The Subadviser will place orders pursuant to its investment determinations for the Subadvisory ServicesFund either directly with the issuer or with any broker or dealer, Subadvisor will supervise the Subadvisor Managed Assets and conduct a continual program of investmentforeign currency dealer, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assetsfutures commission merchant or others selected by it. In additionconnection with the selection of such brokers or dealers and the placing of such orders, with respect subject to the Subadvisor Managed Assetsapplicable law, Subadvisor will furnish PWP, Issuer brokers or Advisor whatever information, including statistical data, PWP, Issuer or Advisor dealers 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 be selected who also provide brokerage and procedures of the Funds, Issuer and Advisor of which it has received written notice applicable to the Subadvisor Managed Assets, (ii) the Rules research services (as those terms are defined in Section 3 below28(e) applicable to of the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the “CodeExchange 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 all other applicable federal 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 state laws, rules 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 regulations 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 TAM hereby acknowledges could adversely affect the execution of the Fund’s portfolio transactions. (collectively c) The Fund hereby authorizes any entity or person associated with the Registration Statement, Subadviser which is a member of a national securities exchange to effect any transaction on the IPS, exchange for the Investment Company Act, account of the Advisers ActFund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the CodeFund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the “Relevant Laws”) Subadviser agrees that it will not deal with respect 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 Subadvisor Managed Assets. Subadvisor will be given prompt notice of any change to any policy and/or procedures of the Funds. Subadvisor will not be responsible for complying with any such changes of which it has not received notice. Subadvisor shall have no responsibility or liability for the actions or omissions of the Advisor, PWP or any other subadvisor or agent of the Funds or the IssuerSubadviser and its directors and officers. (d) All cash, securities and other assets of Unless TAM advises the Funds shall be held at all times by such entity Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or entities engaged by Issuer the Trust or otherwise delegated to be the custodian, including prime brokers and futures commission merchants (collectivelyanother party, the “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor Subadviser shall not be responsible for exercise voting rights incident to 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 providesecurity purchased with, or shall direct comprising a portion of, the Custodian Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to providefurnish a copy of its proxy voting policies and procedures, and any amendments thereto, 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 receiving trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. 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 AdvisorTAM. (e) Advisor acknowledges and agrees that Subadvisor is not The Subadviser will provide assistance to TAM in determining or confirming, 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 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 Advisor’s valuation committee portfolio securities 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 institutional investors 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 will use its reasonable best efforts to ensure that any transactions effected for the 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 Allocated Assets for which TAM seeks assistance from the Subadviser or identifies for review by the Subadviser. This includes (“Other Subadvisors”i) are consistent being available for consultation with TAM in the requirements event of a pricing problem and when the Investment Company Act Trust’s Valuation Committee meets; (ii) notifying TAM that it has changed its pricing source for a security; and with (iii) assisting TAM in finding a pricing source for a security. In addition, the Funds’ policy regarding Section 17Subadviser will notify TAM in the event the Subadviser determines the value of a security pursuant to the Subadviser’s procedures for determining the fair value of a security.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the general oversight supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the general supervisionSubadviser 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, oversight advice, management and direction 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 PWP and AdvisorAdditional Information. The Subadviser shall, with respect to the Subadvisor Managed Allocated Assets, 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 determine from time to time provide to Subadvisor; (ii) place purchase what securities and sale orders on behalf other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Funds Allocated Assets will be held in the various securities and enter such orders on behalf other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Funds under trading agreements Trust’s Declaration of Trust and By-Laws (collectively, the Advisor or Issuer has entered for use “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Funds Securities and Exchange Commission (such the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as ISDAswell as the investment objectives, futures agreements, MSFTAspolicies and restrictions of the Fund referred to above, and any other agreements) 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 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 necessary the agent of the Trust to place such orders; and (iii) maintain such books and records give instructions with respect to the securities transactions Allocated Assets to the custodian of the Funds placed by Subadvisor Fund as are required by to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable law provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or regulation. Advisor will provide Subadvisor with advance notice substantially all of any change the assets of the Fund in the Registration Statement one or guidelines that may impact Subadvisor’s activities under this Agreementmore investment companies. (b) In providing The Subadviser will place orders pursuant to its investment determinations for the Subadvisory ServicesFund either directly with the issuer or with any broker or dealer, Subadvisor will supervise the Subadvisor Managed Assets and conduct a continual program of investmentforeign currency dealer, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assetsfutures commission merchant or others selected by it. In additionconnection with the selection of such brokers or dealers and the placing of such orders, with respect subject to the Subadvisor Managed Assetsapplicable law, Subadvisor will furnish PWP, Issuer brokers or Advisor whatever information, including statistical data, PWP, Issuer or Advisor dealers 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 be selected who also provide brokerage and procedures of the Funds, Issuer and Advisor of which it has received written notice applicable to the Subadvisor Managed Assets, (ii) the Rules research services (as those terms are defined in Section 3 below28(e) applicable to of the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the “CodeExchange 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 all other applicable federal 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 state laws, rules 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 regulations 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 TAM hereby acknowledges could adversely affect the execution of the Fund’s portfolio transactions. (collectively c) The Fund hereby authorizes any entity or person associated with the Registration Statement, Subadviser which is a member of a national securities exchange to effect any transaction on the IPS, exchange for the Investment Company Act, account of the Advisers ActFund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the CodeFund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the “Relevant Laws”) Subadviser agrees that it will not deal with respect 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 Subadvisor Managed Assets. Subadvisor will be given prompt notice of any change to any policy and/or procedures of the Funds. Subadvisor will not be responsible for complying with any such changes of which it has not received notice. Subadvisor shall have no responsibility or liability for the actions or omissions of the Advisor, PWP or any other subadvisor or agent of the Funds or the IssuerSubadviser and its directors and officers. (d) All cash, securities and other assets of Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Funds shall be held at all times by such entity or entities engaged by Issuer otherwise delegated to be the custodian, including prime brokers and futures commission merchants (collectivelyanother party, the “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor Subadviser shall not be responsible for exercise voting rights incident to 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 providesecurity purchased with, or shall direct comprising a portion of, the Custodian Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to providefurnish a copy of its proxy voting policies and procedures, and any amendments thereto, 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 receiving trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. 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 AdvisorTAM. (e) Advisor acknowledges and agrees that Subadvisor is not The Subadviser will provide assistance to TAM in determining or confirming 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 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 Advisor’s valuation committee portfolio securities 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 institutional investors 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 will use its reasonable best efforts to ensure that any transactions effected for the 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 Allocated Assets for which TAM seeks assistance from the Subadviser or which TAM identifies for review by the Subadviser. This includes (“Other Subadvisors”i) are consistent being available for consultation with TAM in the requirements event of a pricing problem and when the Investment Company Act Trust’s Valuation Committee meets; (ii) notifying TAM that it has changed its pricing source for a security; and with (iii) assisting TAM in finding a pricing source for a security. In addition, the Funds’ policy regarding Section 17Subadviser will notify TAM in the event the Subadviser determines the value of a security pursuant to the Subadviser’s procedures for determining the fair value of a security.

Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities: (a) Subject to the general oversight supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the general supervisionSubadviser 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, oversight advice, management and direction 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 PWP and AdvisorAdditional Information. The Subadviser shall, with respect to the Subadvisor Managed Allocated Assets, 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 determine from time to time provide to Subadvisor; (ii) place purchase what securities and sale orders on behalf other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Funds Allocated Assets will be held in the various securities and enter such orders on behalf other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Funds under trading agreements Trust’s Declaration of Trust and By-Laws (collectively, the Advisor or Issuer has entered for use “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Funds Securities and Exchange Commission (such the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as ISDAswell as the investment objectives, futures agreements, MSFTAspolicies and restrictions of the Fund referred to above, and any other agreements) 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 as necessary the agent of the Trust to place such orders; and (iii) maintain such books and records give instructions with respect to the securities transactions Allocated Assets to the custodian of the Funds placed by Subadvisor Fund as are required by to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable law provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or regulationsubstantially all of the assets of the Fund in one or more investment companies. Advisor If TAM or the Trust participates in a securities lending program, TAM agrees and understands that the Sub-Adviser will provide Subadvisor with advance notice of not be responsible for the securities lending program, including any change transactions that fail to settle due to the inability to retrieve securities in the Registration Statement or guidelines that may impact Subadvisor’s activities under this Agreementa timely manner. (b) In providing The Subadviser will place orders pursuant to its investment determinations for the Subadvisory ServicesFund either directly with the issuer or with any broker or dealer, Subadvisor will supervise the Subadvisor Managed Assets and conduct a continual program of investmentforeign currency dealer, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assetsfutures commission merchant or others selected by it. In additionconnection with the selection of such brokers or dealers and the placing of such orders, with respect subject to the Subadvisor Managed Assetsapplicable law, Subadvisor will furnish PWP, Issuer brokers or Advisor whatever information, including statistical data, PWP, Issuer or Advisor dealers 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 be selected who also provide brokerage and procedures of the Funds, Issuer and Advisor of which it has received written notice applicable to the Subadvisor Managed Assets, (ii) the Rules research services (as those terms are defined in Section 3 below28(e) applicable to of the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the “CodeExchange 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 all other applicable federal 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 state laws, rules 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 regulations 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. (collectively c) The Fund hereby authorizes any entity or person associated with the Registration Statement, Subadviser which is a member of a national securities exchange to effect any transaction on the IPS, exchange for the Investment Company Act, account of the Advisers ActFund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the CodeFund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the “Relevant Laws”) Subadviser agrees that it will not deal with respect 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 Subadvisor Managed Assets. Subadvisor will be given prompt notice of any change to any policy and/or procedures of the Funds. Subadvisor will not be responsible for complying with any such changes of which it has not received notice. Subadvisor shall have no responsibility or liability for the actions or omissions of the Advisor, PWP or any other subadvisor or agent of the Funds or the IssuerSubadviser and its directors and officers. (d) All cash, securities and other assets of Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Funds shall be held at all times by such entity or entities engaged by Issuer otherwise delegated to be the custodian, including prime brokers and futures commission merchants (collectivelyanother party, the “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor Subadviser shall not be responsible for exercise voting rights incident to 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 providesecurity purchased with, or shall direct comprising a portion of, the Custodian Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to providefurnish a copy of its proxy voting policies and procedures, and any amendments thereto, 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 receiving trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. 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 AdvisorTAM. (e) Advisor acknowledges and agrees that Subadvisor is not The Subadviser will review 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 security valuations of the Subadvisor Managed Allocated Assets used to value the Funds for reasonableness on a regular basis and notifying Advisor 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 will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance problem and 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 institutional investors about portfolio management and investment-related matters regarding the FundsTrust’s Valuation Committee meetings. (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 will use its reasonable best efforts to ensure that any transactions effected for the 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 general oversight supervision of the Trust's Board of Trustees (the "Board") and TAM, and consistent with the Fund's investment objectives, policies and restrictions, as stated in the Fund's current Prospectus and Statement of Additional Information, the Subadviser shall direct the asset allocation strategy and the general supervision, oversight and direction of PWP and Advisor, with respect to the Subadvisor Managed Assets, Subadvisor will use its reasonable best efforts to (i) make investment decisions to implement such strategy for the Funds Fund in accordance with the target level of equity exposure as determined by TAM on the first Business Day of every month (x"Target Allocation") each Fund’s respective investment objective and policies as stated in such Fund’s Registration Statement as by the proprietary dynamic asset allocation model from Transamerica Capital Management (the "Model"). Following receipt of the date hereof and as amended from time Target Allocation by the Subadviser, the Subadviser shall have 5 Business Days to timereallocate the Fund's portfolio to reflect the new allocation; however, (y) the provisions of Subadviser may request that TAM extend this Agreement and (z) period if the Subadviser deems such written guidelines as Advisor may from time an extension to time provide to Subadvisor; (ii) place purchase and sale orders on behalf be in the best interest of the Funds Fund and enter such orders on behalf request shall not be unreasonably withheld. The Subadviser shall not be responsible for determining the portion of the Funds under trading agreements Fund's assets that are directly held in cash and cash equivalents, but shall be responsible for allocating such assets among the Advisor or Issuer has entered for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other agreements) as necessary to place such orders; and (iii) maintain such books and records with respect to the securities transactions of the Funds placed by Subadvisor as are required by applicable law or regulation. Advisor will provide Subadvisor with advance notice of any change in the Registration Statement or guidelines that may impact Subadvisor’s activities under this Agreementappropriate Underlying Funds. (b) In providing Based on the Subadvisory ServicesModel's Target Allocation, Subadvisor will supervise the Subadvisor Managed Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment Subadviser shall decide which series of the Subadvisor Managed AssetsTransamerica 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. In addition, with respect The Subadviser shall not be required to allocate to all Underlying Funds. The Subadviser shall rebalance the Subadvisor Managed Assets, Subadvisor will furnish PWP, Issuer 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 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 purchasingits affiliates. (c) Subadvisor 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 at all times use its reasonable best efforts to comply be voted by TAM, in accordance with (i) the current proxy voting policies and procedures of the Funds, Issuer Trust and Advisor of which it has received written notice applicable to the Subadvisor Managed Assets, (ii) the Rules (as defined in Section 3 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 1986, as amended (the “Code”), 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”) with respect to the Subadvisor Managed Assets. Subadvisor will be given prompt notice of any change to any policy and/or procedures of the Funds. Subadvisor will not be responsible for complying with any such changes of which it has not received notice. Subadvisor shall have no responsibility or liability for the actions or omissions of the Advisor, PWP or any other subadvisor or agent of the Funds or the Issuer. (d) 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 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, 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 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 Advisor’s valuation committee or to the Funds’ pricing agents in valuing securities held by a FundTAM. (f) At Nothing in this Agreement shall limit or restrict the reasonable request right of Advisorany director, Subadvisor will participate officer, or employee of the Subadviser to engage in educational meetings with intermediaries any other business or institutional investors about portfolio 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 investment-related matters regarding the Fundsmanagement services, to any other fund, firm, individual or association. (g) Subadvisor makes The Subadviser shall have no representations power, authority, responsibility, or warrantiesobligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, express class action securities litigation, or impliedother 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 any level of performance no such power, authority, responsibility 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 indexobligation is delegated hereunder. (h) Subadvisor will use its reasonable best efforts to ensure that any transactions effected for the 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 general oversight supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the general supervisionSubadviser 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, oversight advice, management and direction 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 PWP and AdvisorAdditional Information. The Subadviser shall, with respect to the Subadvisor Managed Allocated Assets, 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 determine from time to time provide to Subadvisor; (ii) place purchase what securities and sale orders on behalf other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Funds Allocated Assets will be held in the various securities and enter such orders on behalf other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Funds under trading agreements Trust’s Declaration of Trust and By-Laws (collectively, the Advisor or Issuer has entered for use “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Funds Securities and Exchange Commission (such the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as ISDAswell as the investment objectives, futures agreements, MSFTAspolicies and restrictions of the Fund referred to above, and any other agreements) 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 as necessary the agent of the Trust to place such orders; and (iii) maintain such books and records give instructions with respect to the securities transactions Allocated Assets to the custodian of the Funds placed by Subadvisor Fund as are required by to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable law provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or regulation. Advisor will provide Subadvisor with advance notice substantially all of any change the assets of the Fund in the Registration Statement one or guidelines that may impact Subadvisor’s activities under this Agreementmore investment companies. (b) In providing The Subadviser will place orders pursuant to its investment determinations for the Subadvisory ServicesFund either directly with the issuer or with any broker or dealer, Subadvisor will supervise the Subadvisor Managed Assets and conduct a continual program of investmentforeign currency dealer, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assetsfutures commission merchant or others selected by it. In additionconnection with the selection of such brokers or dealers and the placing of such orders, with respect subject to the Subadvisor Managed Assetsapplicable law, Subadvisor will furnish PWP, Issuer brokers or Advisor whatever information, including statistical data, PWP, Issuer or Advisor dealers 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 be selected who also provide brokerage and procedures of the Funds, Issuer and Advisor of which it has received written notice applicable to the Subadvisor Managed Assets, (ii) the Rules research services (as those terms are defined in Section 3 below28(e) applicable to of the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the “CodeExchange 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 all other applicable federal 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 state laws, rules 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 regulations 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. (collectively c) The Fund hereby authorizes any entity or person associated with the Registration Statement, Subadviser which is a member of a national securities exchange to effect any transaction on the IPS, exchange for the Investment Company Act, account of the Advisers ActFund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the CodeFund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the “Relevant Laws”) Subadviser agrees that it will not deal with respect 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 Subadvisor Managed Assets. Subadvisor will be given prompt notice of any change to any policy and/or procedures of the Funds. Subadvisor will not be responsible for complying with any such changes of which it has not received notice. Subadvisor shall have no responsibility or liability for the actions or omissions of the Advisor, PWP or any other subadvisor or agent of the Funds or the IssuerSubadviser and its directors and officers. (d) All cash, securities and other assets of Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Funds shall be held at all times by such entity or entities engaged by Issuer otherwise delegated to be the custodian, including prime brokers and futures commission merchants (collectivelyanother party, the “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor Subadviser shall not be responsible for exercise voting rights incident to 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 providesecurity purchased with, or shall direct comprising a portion of, the Custodian Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to providefurnish a copy of its proxy voting policies and procedures, and any amendments thereto, 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 receiving trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. 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 AdvisorTAM. (e) Advisor acknowledges and agrees that Subadvisor is not the Funds’ pricing agentIf, and is not responsible for pricing as a result of its review of the securities held by the Funds. However, Subadvisor shall be responsible for reviewing the prices valuations of the Subadvisor Managed Assets used 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 notify TAM promptly. In addition, the Subadviser will be available to value consult with TAM in the Funds for reasonableness on a regular basis and notifying Advisor event 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 Fundproblem. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or institutional investors 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 will use its reasonable best efforts to ensure that any transactions effected for the 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 general supervision and oversight of the Trust’s Board of Trustees (the “Board”) and TAM, the general supervisionSubadviser 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, oversight advice, management and direction 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 PWP and AdvisorAdditional Information. The Subadviser shall, with respect to the Subadvisor Managed Allocated Assets, 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 determine from time to time provide to Subadvisor; (ii) place purchase what securities and sale orders on behalf other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Funds Allocated Assets will be held in the various securities and enter such orders 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 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 Funds under trading agreements Trust’s Declaration of Trust and By-Laws (collectively, the Advisor or Issuer has entered for use “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Funds Securities and Exchange Commission (such the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as ISDAswell as the investment objectives, futures agreements, MSFTAspolicies and restrictions of the Fund referred to above, and any other agreements) 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 as necessary the agent of the Trust to place such orders; and (iii) maintain such books and records give instructions with respect to the securities transactions Allocated Assets to the custodian of the Funds placed by Subadvisor Fund as are required by to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable law provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or regulation. Advisor will provide Subadvisor with advance notice substantially all of any change the assets of the Fund in the Registration Statement one or guidelines that may impact Subadvisor’s activities under this Agreementmore investment companies. (b) In providing The Subadviser will place orders pursuant to its investment determinations for the Subadvisory ServicesFund either directly with the issuer or with any broker or dealer, Subadvisor will supervise the Subadvisor Managed Assets and conduct a continual program of investmentforeign currency dealer, evaluation and, if appropriate, sale and reinvestment of the Subadvisor Managed Assetsfutures commission merchant or others selected by it. In additionconnection with the selection of such brokers or dealers and the placing of such orders, with respect subject to the Subadvisor Managed Assetsapplicable law, Subadvisor will furnish PWP, Issuer brokers or Advisor whatever information, including statistical data, PWP, Issuer or Advisor dealers 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 be selected who also provide brokerage and procedures of the Funds, Issuer and Advisor of which it has received written notice applicable to the Subadvisor Managed Assets, (ii) the Rules research services (as those terms are defined in Section 3 below28(e) applicable to of the Subadvisor Managed Assets, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the “CodeExchange 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 all other applicable federal 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 state laws, rules 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 regulations 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. (collectively c) The Fund hereby authorizes any entity or person associated with the Registration Statement, Subadviser which is a member of a national securities exchange to effect any transaction on the IPS, exchange for the Investment Company Act, account of the Advisers ActFund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the CodeFund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2- 2(T)(a)(2)(iv). Notwithstanding the foregoing, the “Relevant Laws”) Subadviser agrees that it will not deal with respect 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 Subadvisor Managed Assets. Subadvisor will be given prompt notice of any change to any policy and/or procedures of the Funds. Subadvisor will not be responsible for complying with any such changes of which it has not received notice. Subadvisor shall have no responsibility or liability for the actions or omissions of the Advisor, PWP or any other subadvisor or agent of the Funds or the IssuerSubadviser and its directors and officers. (d) All cash, securities and other assets of Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Funds shall be held at all times by such entity or entities engaged by Issuer otherwise delegated to be the custodian, including prime brokers and futures commission merchants (collectivelyanother party, the “Custodian”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor Subadviser shall not be responsible for exercise voting rights incident to 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 providesecurity purchased with, or shall direct comprising a portion of, the Custodian Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to providefurnish a copy of its proxy voting policies and procedures, and any amendments thereto, 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 receiving trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. 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 AdvisorTAM. (e) Advisor acknowledges and agrees that Subadvisor is not The Subadviser will review 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 security valuations of the Subadvisor Managed Allocated Assets used to value the Funds for reasonableness on a regular basis and notifying Advisor 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 will notify TAM promptly. In addition, the Subadviser will be available to consult with TAM in the event of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance problem and 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 institutional investors about portfolio management and investment-related matters regarding the FundsTrust’s Valuation Committee meetings. (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 will use its reasonable best efforts to ensure that any transactions effected for the 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