INVESTMENT SUBADVISORY AGREEMENT Transamerica Investment Management, LLC

Exhibit 23(d)(2)
Investment Sub-Advisory Agreement

INVESTMENT SUBADVISORY AGREEMENT
Transamerica Investment Management, LLC

     This Agreement, entered into as of March 1, 2008 by and between Transamerica Asset Management, Inc., a Florida corporation (referred to herein as “TAM”) and Transamerica Investment Management, LLC, a Delaware limited liability company (referred to herein as “XXX”).

     TAM is the investment adviser to Transamerica Investors, Inc. (the “Corporation”), an open-end investment company registered under the Investment Company Act of 1940 (collectively with the rules and regulations promulgated thereunder and any exemptive orders thereunder, the “1940 Act”). TAM wishes to engage XXX to provide certain investment advisory services to each series of the Corporation listed on Schedule A hereto (each, a “Fund”). XXX desires to furnish services for the Corporation and to perform the functions assigned to it under this Agreement for the considerations provided. Accordingly, the parties have agreed as follows:

	1.		Appointment. In accordance with the Investment Advisory Agreement between the Corporation and TAM (the “Advisory Agreement”), TAM hereby appoints XXX to act as subadviser with respect to the Funds for the period and on the terms set forth in this Agreement. XXX accepts such appointment and agrees to render or cause to be rendered the services set forth for the compensation herein specified.
	2.		Subadvisory Services. In its capacity as subadviser to each Fund, XXX shall have the following responsibilities:

	(a)		Subject to the supervision of the Corporation’s Board of Directors (the “Board”) and XXX, XXX shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to XXX by XXX from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information. XXX shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Corporation’s Articales of Incorporation 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 XXX. XXX is authorized as the agent of the Corporation to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies.
	(b)		XXX will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which XXX or its affiliates exercise investment discretion. XXX is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if XXX determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular

transaction or the overall responsibilities which XXX and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict TIM’s authority regarding the execution of the Fund’s portfolio transactions provided herein.

	(c)		The Fund hereby authorizes any entity or person associated with XXX which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, XXX agrees that it will not deal with itself, or with Directors of the Corporation or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which XXX or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by XXX 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 XXX and its directors and officers.
	(d)		XXX shall, at the request of the Board, exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Allocated Assets.

	3.		Delegation. XXX xxx delegate to any other one or more companies that XXX controls, is controlled by, or is under common control with, or to specified employees of any such companies, certain of TIM’s duties under this Agreement, provided in each case XXX will supervise the activities of each such entity or employees thereof, that such delegation will not relieve XXX of any of its duties or obligations under this Agreement and provided further that any such arrangements are entered into in accordance with all applicable requirements of the 1940 Act.
	4.		Activities of XXX. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of XXX who may also be a Director, officer or employee of the Corporation or a Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of XXX to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities for a Fund and one or more other accounts of XXX is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by XXX. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with TIM’s policies and procedures as presented to the Board from time to time.
	5.		Allocation of Charges and Expenses. During the term of this Agreement, the Funds will bear all expenses not expressly assumed by TAM or XXX incurred in the operation of each Fund and the offering of its shares. Without limiting the generality of the foregoing:

a. Each Fund shall pay (i) fees payable to TAM pursuant to the Advisory Agreement; (ii) the cost (including brokerage commissions, if any) incurred in connection with purchases and sales of the Fund’s portfolio securities; (iii) expenses of organizing the Fund; (iv) filing fees and expenses relating to registering and qualifying and maintaining the registration and qualification of the Fund’s shares for sale under federal and state securities laws; (v) its allocable share of the compensation, fees and reimbursements paid to the Corporation’s non-interested Directors; (vi) custodian and transfer agent fees; (vii) legal and accounting expenses allocable to the Fund, including costs for local representation in the Corporation’s jurisdiction of organization and fees and expenses of special counsel, if any, for the independent Directors;

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(viii) all federal, state and local tax (including stamp, excise, income and franchise taxes) and the preparation and filing of all returns and reports in connection therewith; (ix) cost of certificates, if any, and delivery to purchasers; (x) expenses of preparing and filing reports with federal and state regulatory authorities; (xi) expenses of shareholders’ meetings and of preparing, printing and distributing proxy statements (unless otherwise agreed to by the Corporation and TAM); (xii) costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; (xiii) any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against the Corporation for violation of any law; (xiv) expenses of preparing, typesetting and printing prospectuses and supplements thereto for existing shareholders and of reports and statements to shareholders; (xv) fees and expenses in connection with membership in investment company organizations and 12b-1 fees; and (xvi) any extraordinary expenses incurred by the Corporation on behalf of the Fund.

	x.		XXX shall pay all expenses incurred by it in the performance of its duties under this Agreement. TAM shall also pay all fees payable to XXX pursuant to this Agreement.
	c.		XXX shall pay all expenses incurred by it in the performance of its duties under this Agreement. XXX shall authorize and permit any of its directors, officers and employees, who may be elected as Directors or officers of the Corporation, to serve in the capacities in which they are elected, and shall pay all compensation, fees and expenses of such Directors and officers.

	6.		Obligation to Provide Information. Each party’s obligation to provide information shall be as follows:
	(a)		TAM shall cause XXX to be kept fully informed at all times with regard to the securities owned by the Fund, its funds available, or to become available, for investment, and generally as to the condition of the Fund’s affairs. TAM shall xxxxxxx XXX with such other documents and information with regard to the Fund’s affairs as XXX xxx from time to time reasonably request.
	(b)		XXX, at its expense, shall supply the Board, the officers of the Corporation and TAM with all information and reports reasonably required by them and reasonably available to XXX relating to the services provided by XXX hereunder.
	7.		Compensation of XXX. As compensation for the services performed by XXX, TAM shall pay XXX out of the advisory fee it receives with respect to the Fund, and only to the extent thereof, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth opposite the Fund’s name on Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due XXX for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets, in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund, or portion thereof comprising the Allocated Assets, shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as stated in the Fund’s then-current Prospectus or as may be determined by the Board.
	8.		Compensation of Directors, Officers and Employees. No Director, officer or employee of the Corporation or a Fund shall receive from the Corporation or the Fund any salary or other compensation as such Director, officer or employee while he is at the same time a director, officer, or employee of XXX or any affiliated company of XXX, except as the Board may decide. This paragraph shall not apply

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to Directors, executive committee members, consultants and other persons who are not regular members of TIM’s or any affiliated company’s staff.

	9.		Term. This Agreement shall continue in effect with respect to each Fund, unless sooner terminated in accordance with its terms, for two years from its effective date, and shall continue in effect from year to year thereafter, provided such continuance is specifically approved at least annually by the vote of a majority of the Directors who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on the approval of the terms of such renewal, and by either the Board or the affirmative vote of a majority of outstanding voting securities of that Fund.
	10.		Termination. This Agreement may be terminated with respect to any Fund at any time, without penalty, by the Board or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that 60 days’ written notice of termination be given to XXX at its principal place of business, or by XXX upon not less than 90 days’ written notice to the Fund and TAM, and will be terminated upon the mutual written consent of TAM and XXX. This Agreement shall terminate automatically in the event of its assignment by XXX and shall not be assignable by TAM without the consent of XXX. For the avoidance of doubt, it is understood that this Agreement may be amended, terminated or not renewed as to one or more Funds without affecting the other Funds hereunder.
	11.		Use of Name. If this Agreement is terminated with respect to any Fund and XXX no longer serves as subadviser to the Fund, XXX reserves the right to withdraw from the Corporation the use of its name with respect to that Fund or any name misleadingly implying a continuing relationship between the Fund and XXX or any of its affiliates.
	12.		Liability of XXX. XXX xxx rely on information reasonably believed by it to be accurate and reliable. XXX assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for any Fund, provided that nothing in this Agreement shall protect XXX against any liability to TAM or the Fund to which XXX would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 12, the term “XXX” shall include any affiliates of XXX performing services for the Corporation or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of XXX and such affiliates.
	13.		Meanings of Certain Terms. For the purposes of this Agreement, each Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order.
	14.		Amendments. No provision of this Agreement may be changed, waived, discharged or terminated orally with respect to a Fund, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No material amendment of the Agreement shall be effective with respect to a Fund until approved, if so required by the 1940 Act, by vote of the holders of a majority outstanding voting securities of that Fund. Schedule A hereto may be amended at any time to add additional series of the Corporation as agreed by the Corporation, TAM and XXX.
	15.		Miscellaneous. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise,

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the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.

16. Governing Law. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Florida and the applicable provisions of the 1940 Act.

[signature page to follow]

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     The parties hereto have caused this Agreement to be executed by their duly authorized signatories as of the date and year first above written.

	TRANSAMERICA ASSET MANAGEMENT, INC.
	By:	/s/ Xxxxxxxxxxx X. Xxxxxxx
		Name:	Xxxxxxxxxxx X. Xxxxxxx
		Title:	Senior Vice President
	TRANSAMERICA INVESTMENT MANAGEMENT, LLC
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Chief Executive Officer

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Schedule A

Fund		Investment Subadvisory Fee
Transamerica Premier Focus Fund		0.85% for the first $1 billion of assets in the Fund;
		0.82% of the next $1 billion; and 0.80% of assets in excess of $2 billion.
Transamerica Premier Growth Opportunities Fund		0.85% for the first $1 billion of assets in the Fund;
		0.82% of the next $1 billion; and 0.80% of assets in excess of $2 billion.
Transamerica Premier Equity Fund		0.85% for the first $1 billion of assets in the Fund;
		0.82% of the next $1 billion; and 0.80% of assets in excess of $2 billion.
Transamerica Premier Diversified Equity Fund		0.75% for the first $1 billion of assets in the Fund;
		0.72% of the next $1 billion; and 0.70% of assets in excess of $2 billion.
Transamerica Premier Balanced Fund		0.75% for the first $1 billion of assets in the Fund;
		0.72% of the next $1 billion; and 0.70% of assets in excess of $2 billion.
Transamerica Premier High Yield Bond Fund		0.53%
Transamerica Premier Cash Reserve Fund		0.33%
Transamerica Premier Institutional Equity Fund		0.73%
Transamerica Premier Institutional Small Cap Value Fund		0.83%
Transamerica Premier Institutional Diversified Equity Fund		0.73%
Transamerica Premier Institutional Bond Fund		0.43%

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