AMENDMENT NO. 3 TO SUB-ADVISORY AGREEMENT BETWEEN TRANSAMERICA ASSET MANAGEMENT, INC. AND PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

Exhibit (d)(7)(ii)

AMENDMENT NO. 3 TO SUB-ADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND PACIFIC INVESTMENT

MANAGEMENT COMPANY LLC

THIS AMENDMENT is made as of May 1, 2011, to the Sub-Advisory Agreement dated March 1, 2002, as amended (the “Agreement”), between Transamerica Asset Management, Inc. (the “Investment Adviser”) and Pacific Investment Management Company LLC (the “Sub-Adviser”), on behalf of Transamerica PIMCO Total Return, a separate series of Transamerica Funds (the “Trust”). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. Compensation.

Schedule A to the Agreement is hereby deleted in its entirety and replaced with the following:

See attached Schedule A.

In all other respects, the Sub-Advisory Agreement dated March 1, 2002, as amended, is confirmed and remains in full force and effect.

The parties hereto have caused this amendment to be executed as of May 1, 2011.

TRANSAMERICA ASSET MANAGEMENT, INC.
By:		/s/ Xxxxxxxxxxx X. Xxxxxxx
Name:		Xxxxxxxxxxx X. Xxxxxxx
Title:		Senior Vice President and Chief Investment Officer
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Managing Director

Schedule A

If “aggregate assets” equal or exceed $3 billion, the following fee schedule shall apply to Transamerica PIMCO Total Return and Transamerica PIMCO Total Return VP, a separate series of Transamerica Series Trust, (collectively, the “Combined Funds”), paid quarterly in arrears based on the total average daily net assets of the Combined Funds as reported by the Investment Adviser:

Fund		Sub-Adviser Compensation
Transamerica PIMCO Total Return		0.25% of the first $1 billion of the Combined Funds’ average daily net assets; 0.225% of average daily net assets of the Combined Funds in excess of $1 billion. The calculation of Sub-Adviser compensation will be based on the combined average daily net assets of Transamerica PIMCO Total Return and Transamerica PIMCO Total Return VP, a separate series of Transamerica Series Trust.

The above fee schedule is based on “aggregate assets” which is defined to mean the aggregate assets of the following sub-advised 1940 Act registered funds that are advised by the Investment Adviser and sub-advised by the Sub-Adviser: Transamerica PIMCO Real Return TIPS, Transamerica PIMCO Real Return TIPS VP, Transamerica PIMCO Total Return and Transamerica PIMCO Total Return VP.

Should such “aggregate assets” fall below $3 billion, the following fee schedule shall apply:

Fund		Sub-Adviser Compensation
Transamerica PIMCO Total Return (the “Fund”)		0.25% of the Fund’s average daily net assets