0000950123-09-062418 Sample Contracts

INVESTMENT ADVISORY AGREEMENT TRANSAMERICA ASSET MANAGEMENT, INC.
Investment Advisory Agreement • November 13th, 2009 • Transamerica Funds • Florida

This Agreement, entered into as of November 13, 2009 between Transamerica Funds, a Delaware statutory trust (referred to herein as the “Trust”) and Transamerica Asset Management Inc., a Florida corporation (referred to herein as “TAM”), to provide certain management and advisory services to each series of the Trust listed on Schedule A hereto (collectively, the “Funds”; each, a “Fund”).

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INVESTMENT SUBADVISORY AGREEMENT TRANSAMERICA INVESTMENT MANAGEMENT, LLC
Investment Subadvisory Agreement • November 13th, 2009 • Transamerica Funds • Florida

This Agreement, dated November 6, 2009 (the “Effective Date”), is 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 the “Subadviser”).

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Underwriting Agreement • November 13th, 2009 • Transamerica Funds
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Transamerica Funds • November 13th, 2009

THIS AMENDMENT is made as of November 13, 2009 to the Sub-Advisory Agreement dated April 22, 1992, as amended (the “Agreement”), between Transamerica Asset Management, Inc. and AEGON USA Investment Management, LLC on behalf of Transamerica High Yield Bond. In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT NO. 2 TO SUB-ADVISORY AGREEMENT BETWEEN TRANSAMERICA ASSET MANAGEMENT, INC. AND PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
Transamerica Funds • November 13th, 2009

THIS AMENDMENT is made as of July 1, 2009 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:

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Investment Advisory Agreement • November 13th, 2009 • Transamerica Funds

THIS AMENDMENT is made as of August 1, 2009 to the Investment Advisory Agreement dated as of March 1, 2002, as amended (the “Agreement”), between Transamerica Funds and Transamerica Asset Management, Inc. on behalf of Transamerica MFS International Equity (the “Fund”). In consideration of the mutual covenants contained therein, the parties agree as follows:

AMENDMENT NO. 2 TO SUB-ADVISORY AGREEMENT BETWEEN TRANSAMERICA ASSET MANAGEMENT, INC. AND PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
Transamerica Funds • November 13th, 2009

THIS AMENDMENT is made as of July 1, 2009 to the Sub-Advisory Agreement dated March 1, 2003, 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 Real Return TIPS, a separate series of Transamerica Funds (the “Trust”). In consideration of the mutual covenants contained herein, the parties agree as follows:

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Investment Advisory Agreement • November 13th, 2009 • Transamerica Funds

THIS AMENDMENT is made as of November 13, 2009 to the Investment Advisory Agreement dated as of March 1, 2000, as amended (the “Agreement”), between Transamerica Funds and Transamerica Asset Management, Inc. on behalf of Transamerica Equity (the “Fund”). In consideration of the mutual covenants contained herein, the parties agree as follows:

TRANSAMERICA FUNDS AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 13th, 2009 • Transamerica Funds

THIS AMENDMENT is made as of November 13, 2009 to the Management and Investment Advisory Agreement dated as of June 25, 1998, as amended (the “Agreement”), between Transamerica Funds and Transamerica Asset Management, Inc. on behalf of Transamerica Balanced and Transamerica Templeton Global (each, a “Fund”). In consideration of the mutual covenants contained herein, the parties agree as follows:

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Transamerica Funds • November 13th, 2009

THIS AMENDMENT is made as of August 1, 2009 to the Sub-Advisory Agreement dated as of July 1, 2006, as amended (the “Agreement”), between Transamerica Asset Management, Inc. and MFS® Investment Management on behalf of Transamerica MFS International Equity. In consideration of the mutual covenants contained therein, the parties agree as follows:

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Investment Advisory Agreement • November 13th, 2009 • Transamerica Funds

THIS AMENDMENT is made as of November 1, 2009 to the Investment Advisory Agreement dated as of December 28, 2006, as amended (the “Agreement”), between Transamerica Funds and Transamerica Asset Management, Inc. on behalf of Transamerica UBS Dynamic Alpha (the “Fund”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • November 13th, 2009 • Transamerica Funds

EXPENSE LIMITATION AGREEMENT, effective as of March 1, 2005, and amended and restated as of November 13, 2009, by and between Transamerica Asset Management, Inc. (the “Investment Manager”), and Transamerica Funds (the “Company”), on behalf of each series of the Company set forth in Schedule A (each a “Fund,” and collectively, the “Funds”).

TRANSAMERICA FUNDS AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 13th, 2009 • Transamerica Funds

THIS AMENDMENT is made as of November 6, 2009 to the Management and Investment Advisory Agreement dated as of March 1, 1999, as amended (the “Agreement”), between Transamerica Funds and Transamerica Asset Management, Inc. on behalf of Transamerica Marsico Growth and Transamerica Legg Mason Partners All Cap (each, a “Fund”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN TRANSAMERICA ASSET MANAGEMENT, INC. AND TRANSAMERICA INVESTMENT MANAGEMENT, LLC
Transamerica Funds • November 13th, 2009

THIS AMENDMENT is made as of November 13, 2009 to the Sub-Advisory Agreement dated October 27, 2006, as amended, (the “Agreement”), between Transamerica Asset Management, Inc. and Transamerica Investment Management, LLC (the “Sub-Adviser”) on behalf of Transamerica Templeton Global (the “Fund”). In consideration of the mutual covenants contained herein, the parties agree as follows:

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Management and Investment Advisory Agreement • November 13th, 2009 • Transamerica Funds

THIS AMENDMENT is made as of November 13, 2009 to the Management and Investment Advisory Agreement dated as of April 22, 1992, as amended (the “Agreement”), between Transamerica Funds and Transamerica Asset Management, Inc., on behalf of Transamerica High Yield Bond. In consideration of the mutual covenants contained herein, the parties agree as follows:

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Transamerica Funds • November 13th, 2009

THIS AMENDMENT is made as of July 1, 2009 to the Investment Advisory Agreement dated March 1, 2003, as amended, between Transamerica Funds and Transamerica Asset Management, Inc. (“TAM”), on behalf of Transamerica PIMCO Real Return TIPS. In consideration of the mutual covenants contained herein, the parties agree as follows:

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