0000930413-11-003368 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT WATER ISLAND CAPITAL, LLC
Investment Subadvisory Agreement • April 29th, 2011 • Transamerica Funds • Florida

This Agreement, entered into as of May 1, 2011 by and between Transamerica Asset Management, Inc., a Florida corporation (referred to herein as “TAM”) and Water Island Capital, LLC, a Delaware Limited Liability corporation (referred to herein as the “Subadviser”).

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INVESTMENT SUBADVISORY AGREEMENT BLACKROCK FINANCIAL MANAGEMENT, INC.
Investment Subadvisory Agreement • April 29th, 2011 • Transamerica Funds • Florida

This Agreement, entered into as of March 22, 2011 by and between Transamerica Asset Management, Inc., a Florida corporation (referred to herein as “TAM”) and BlackRock Financial Management, Inc., a Delaware corporation (referred to herein as the “Subadviser”).

INVESTMENT SUB-ADVISORY AGREEMENT AEGON USA Investment Management, LLC
Sub-Advisory Agreement • April 29th, 2011 • Transamerica Funds • Florida

This Agreement, entered into as of March 22, 2011 by and between Transamerica Asset Management, Inc., a Florida corporation (referred to herein as “TAM”) and AEGON USA Investment Management, LLC, an Iowa limited liability company (referred to herein as the “Sub-adviser”).

AMENDED SCHEDULE I UNDERWRITING AGREEMENT
Underwriting Agreement • April 29th, 2011 • Transamerica Funds
AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN TRANSAMERICA ASSET MANAGEMENT, INC. AND J.P. MORGAN INVESTMENT MANAGEMENT INC.
Transamerica Funds • April 29th, 2011

THIS AMENDMENT is made as of March 22, 2011 to the Sub-Advisory Agreement dated as of November 7, 2005, as amended (the “Agreement”), between Transamerica Asset Management, Inc. (“TAM”) and J.P. Morgan Investment Management Inc. (the “Sub-Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT Systematic Financial Management L.P.
Advisory Agreement • April 29th, 2011 • Transamerica Funds • Florida

This Agreement, entered into as of March 22, 2011 by and between Transamerica Asset Management, Inc., a Florida corporation (referred to herein as “TAM”) and Systematic Financial Management L.P., a Delaware limited partnerhip (referred to herein as the “Sub-adviser”).

TRANSAMERICA FUNDS AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2011 • Transamerica Funds

THIS AMENDMENT is made as of May 1, 2011, to the Investment Advisory Agreement dated as of February 28, 2011, as amended (the “Agreement”), between Transamerica Funds and Transamerica Asset Management, Inc.

SCHEDULE A DATED AS OF MAY 1, 2011 TRANSAMERICA FUNDS OPERATING EXPENSE LIMITS
Transamerica Funds • April 29th, 2011

† The Investment Manager has agreed to further reduce Fund Operating Expenses by waiving 0.10% of the 0.35% 12b-1 fee for one year through March 1, 2012, as applicable to Class A shares of Transamerica AEGON Short-Term Bond and Class A shares of Transamerica AEGON Flexible Income.

AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN TRANSAMERICA ASSET MANAGEMENT, INC. AND WELLINGTON MANAGEMENT COMPANY, LLP
Sub-Advisory Agreement • April 29th, 2011 • Transamerica Funds

THIS AMENDMENT is made as of March 22, 2011 to the Investment Sub-Advisory Agreement dated September 15, 2008, as amended (the “Agreement”), between Transamerica Asset Management, Inc. and Wellington Management Company, LLP (the “Sub-Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

Transamerica Asset Management, Inc. P.O. Box 9012 Clearwater, Florida 33758-9012 727-299-1800 March 22, 2011 AEGON USA Investment Management, LLC ATTN: Stephanie M. Phelps, Senior Vice President & Chief Financial Officer 4333 Edgewood Road NE Cedar...
Transamerica Funds • April 29th, 2011

This letter is being executed in connection with a certain fee waiver under the Sub-Advisory Agreement dated March 22, 2011, between Transamerica Asset Management, Inc. (“TAM”) and AEGON USA Investment Management, LLC (“AUIM”) on behalf of the above-referenced fund (the “Fund”). This letter expresses certain understandings between TAM, adviser to the Fund, and AUIM, sub-adviser to the Fund.

AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN TRANSAMERICA ASSET MANAGEMENT, INC. AND MORGAN STANLEY INVESTMENT MANAGEMENT INC.
Sub-Advisory Agreement • April 29th, 2011 • Transamerica Funds

THIS AMENDMENT is made as of March 22, 2011 to the Sub-Advisory Agreement dated June 23, 2004, as amended (the “Agreement”), between Transamerica Asset Management, Inc. and Morgan Stanley Investment Management Inc. (the “Sub-Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

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