Common use of Subadvisory Services Clause in Contracts

Subadvisory Services. In its capacity as subadviser to the Funds, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, and only with respect to such portion of each Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”), the Subadviser shall regularly provide the Funds with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with each Fund’s investment objectives, policies and restrictions, as stated in each Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser 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 Funds and what portion of the Allocated Assets will be held in the various securities and other investments in which the Funds invest, 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 Funds’ 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 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”), 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 Funds referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, 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 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 the agent of the Trust 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) The Subadviser will place orders pursuant to its investment determinations for the Funds 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 Funds 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 research services a commission for executing a portfolio transaction for a 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 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 its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify or restrict the Subadviser’s authority regarding the execution of the Funds’ portfolio transactions provided herein. (c) The Funds hereby authorize any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Funds which is permitted by Section 11(a) of the Exchange Act and Rule 1la2-2(T) thereunder, and the Funds hereby consent to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) under the Exchange Act. Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Funds, as principals or agents in making purchases or sales of securities or other property for the account of the Funds, 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 Funds 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 Funds from time to time, and will comply with all other provisions of the Governing Documents and the Funds’ then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Series Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Funds. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If, as a result of this review, the Subadviser believes that a 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 a pricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the Funds, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, and only the Subadviser shall regularly provide the Funds with respect to such portion of each Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”), the Subadviser shall regularly provide the Funds ) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with each Fund’s the Funds’ investment objectives, policies and restrictions, as stated in each Fund’s the Funds’ current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser 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 Funds and what portion of the Allocated Assets will be held in the various securities and other investments in which the Funds invest, and shall implement those decisions (including assistance with the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Funds’ 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 Trust’s Declaration of Trust and By-Laws Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, the conditions of any exemptive order or no-action relief pursuant to which the Funds are operating, as well as the investment objectives, policies and restrictions of the Funds referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, 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 Fund Funds is limited to that discrete portion of the each Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other Subadviser subadviser for a portion of the Fund’s Funds’ assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund Funds as to deliveries of securities and other investments and payments of cash for the account of the FundFunds. 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 Funds in one or more investment companies. (b) The Subadviser will place orders pursuant to its investment determinations for the Funds 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 Funds 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 research services a commission for executing a portfolio transaction for a Fund the Funds 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 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 its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify or and restrict the Subadviser’s authority regarding the execution of the Funds’ portfolio transactions provided herein. (c) The Funds Each Fund hereby authorize authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Funds such Fund which is permitted by Section 11(a) of the Exchange Act and Rule 1la211a2-2(T) thereunder, and the Funds such Fund hereby consent consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) under the Exchange Act). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Funds, as principals or agents in making purchases or sales of securities or other property for the account of the Funds, 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 Funds a 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 Funds from time to time, and will comply with all other provisions of the Governing Documents and the Funds’ then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Series the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Funds. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser agrees to provide TAM in a timely manner with all information relating to the Subadviser necessary for preparation of, among other things, the Funds’ proxy statements, registration statement, shareholder reports or other required mailings, as may be needed from time to time. (f) The Subadviser will monitor the security valuations of the Allocated Assets. If, as a result of this review, If the Subadviser believes that a Fund’s the Funds’ 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 a pricing problem and to participate in the Trust’s Valuation Committee meetings. (g) The Subadviser represents and warrants that none of the information or work product utilized by it in connection with its provision of subadvisory services pursuant to this Agreement infringes on any third party patent, copyright, trade secret, trademark, or other intellectual property rights of any kind, without limitation, and that there is no actual or threatened claim or lawsuit by any third party for infringement of those rights. Subadviser further represents and warrants that it shall promptly inform TAM if, after the effective date, Subadviser receives an actual or threatened claim or lawsuit by any third party based on a violation of such rights.

Subadvisory Services. In its capacity as subadviser to the FundsFund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision oversight of the Trust’s Board of Trustees (the “Board”) and TAM, and only the Subadviser shall regularly provide the Fund with respect to such portion of each the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”), the Subadviser shall regularly provide the Funds ) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with each the Fund’s investment objectives, policies and restrictions, as stated in each the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser 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 Funds Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Funds invest, and Fund invests. The Subadviser shall implement those portfolio management decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Funds’ 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 amendments to any material amendments terms to existing investment agreements and the opportunity for prompt legal review), 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”), 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 Funds referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, 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 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 subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust 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) The Subadviser and its applicable employees are authorized to open and maintain brokerage accounts for securities and other property for and in the name of the Fund. The Subadviser will place orders pursuant to its investment determinations for the Funds 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 Funds 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 research services a commission for executing a portfolio transaction for a 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 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 its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify or restrict the Subadviser’s authority regarding the execution of the Funds’ portfolio transactions provided herein. (c) The Funds Fund hereby authorize authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Funds Fund which is permitted by Section 11(a) of the Exchange Act and Rule 1la211a2-2(T) thereunder, and the Funds Fund hereby consent consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) under the Exchange Act). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the FundsFund, as principals or agents in making purchases or sales of securities or other property for the account of the FundsFund, 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 Funds 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 Funds Fund from time to time, and will comply with all other provisions of the Governing Documents and the Funds’ Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Series the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the FundsFund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If, as a result of this review, If the Subadviser believes that a 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 upon reasonable notice will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. (d) The Subadviser will not have custody of any securities, cash or other assets of the Fund and will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reasonable reliance on instructions of Subadviser. The custodian will be responsible for the custody, receipt and delivery of securities and other assets of the Fund, and the Subadviser shall have no authority, responsibility or obligation with respect to the custody, receipt or delivery of securities or other assets of the Fund. TAM shall be responsible for all custodial arrangements, including the payment by the Fund of all fees and expenses charged by the custodian.

Subadvisory Services. In its capacity as subadviser to the FundsFund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the TrustFund’s Board of Trustees Directors (the “Board”) and TAM, and only the Subadviser shall regularly provide the Fund with respect to such portion of each the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”), the Subadviser shall regularly provide the Funds ) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with each the Fund’s investment objectives, policies and restrictions, as stated in each Fundthe Sole Shareholder’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser 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 Funds Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Funds investFund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, agreements including, without limitation, swap, futures, options and other agreements with counterparties, and to open and close accounts in connection therewith, on the Funds’ 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 and copies to TAM of any new investment agreements and of any material amendments to existing investment agreements and the opportunity for legal reviewagreements), all subject to the provisions of the TrustFund’s Declaration Memorandum and Articles of Trust and By-Laws Association (collectively, the “Governing DocumentsArticles”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable Cayman Islands and U.S. federal and state law, as well as the investment objectives, policies and restrictions of the Funds referred to aboveFund and, any written instructions and directions of the Board or TAM provided to the Subadviser from time to timeextent applicable, and the Sole Shareholder, any other specific policies adopted by the Board and disclosed to and acknowledged by the Subadviser. For the avoidance of doubt, Subadviser is authorized to enter into any and all permissible trading and derivative contracts on behalf of the Fund (e.g., ISDA agreements). The Subadviser’s responsibility for providing investment research, advice, management management, compliance monitoring 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 the agent of the Trust Fund 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) The Subadviser will place orders pursuant to its investment determinations for the Funds 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 Funds 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 research services a commission for executing a portfolio transaction for a 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 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 its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify or and restrict the Subadviser’s authority regarding the execution of the Funds’ Fund’s portfolio transactions provided herein. (c) The Funds Fund hereby authorize authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Funds Fund which is permitted by Section 11(a) of the Exchange Act and Rule 1la211a2-2(T) thereunder, and the Funds Fund hereby consent consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) under the Exchange Act). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees Directors of the Trust Fund or any principal underwriter of the FundsFund, as principals or agents in making purchases or sales of securities or other property for the account of the FundsFund, 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 Funds 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 Funds Fund and acknowledged by the Subadviser from time to time, and will comply with all other provisions of the Governing Documents Articles and the Funds’ Sole Shareholder’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Series Trust the Fund or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the FundsFund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. For the avoidance of doubt, TAM is responsible for: (i) ensuring compliance with all applicable regulations relating to the reporting of proxy votes, including all required reports on SEC Form N-PX; and (ii) making any and all filings in connection with any securities litigation or class action lawsuits involving securities held or that were held by the Fund. (e) The Subadviser will monitor agrees to provide, upon request, reasonable assistance to TAM, the security valuations Trust’s Valuation Committee and the Fund’s pricing agent in making determinations of the Allocated Assetsfair value of the Fund’s portfolio securities in accordance with the Trust’s valuation procedures. IfOn a periodic basis (e.g., monthly, quarterly) and as a result of this review, the Subadviser believes that a Fundsupplement to TAM’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transactionvaluation process, the Subadviser will review security valuations in accordance with the Subadviser’s own pricing hierarchy and validation logic and will notify TAM promptlyon a reasonable basis if Subadviser becomes aware of any material differences (as defined by Subadviser) between Subadviser’s internal valuations and TAM’s custodial valuations. Subadviser shall also notify TAM on an ongoing basis, as a supplement to TAM’s valuation processes, of any significant market events (e.g., large-scale market disruptions) of which Subadviser becomes aware that impact the types of securities held in the Fund. In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. Notwithstanding the foregoing, the Subadviser shall not be responsible for any valuation determinations made with respect to the Fund.

Subadvisory Services. In its capacity as subadviser to the Fundseach Fund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, and only the Subadviser shall regularly provide the Fund with respect to such portion of each the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”), the Subadviser shall regularly provide the Funds ) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with each the Fund’s investment objectives, policies and restrictions, as stated in each the Fund’s current Prospectus and Statement of Additional InformationInformation (“Investment Policies”),, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the SubadviserSubadviser (“Limitations”). The Subadviser 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 Funds Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Funds investFund 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 Funds’ 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 Trust’s current 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”), 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 Funds referred to aboveInvestment Policies, any written instructions and directions of the Board or TAM provided to the Subadviser from time to timetime (“Instructions”), and any other specific policies adopted by the Board and disclosed to the SubadviserSubadviser (“Board Policies”). 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 subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust 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) The Subadviser will place orders pursuant to its investment determinations for the Funds 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 Funds 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 research services a commission for executing a portfolio transaction for a 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 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 its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify or and restrict the Subadviser’s authority regarding the execution of the Funds’ Fund’s portfolio transactions provided herein. (c) The Funds Fund hereby authorize authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Funds Fund which is permitted by Section 11(a) of the Exchange Act and Rule 1la211a2-2(T) thereunder, and the Funds Fund hereby consent consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) under the Exchange Act). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the FundsFund, as principals or agents in making purchases or sales of securities or other property for the account of the FundsFund, 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 Funds 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 Funds Trust and applicable to the Fund from time to timetime (“Procedures”) , and will comply with all other provisions of the Governing Documents and the Funds’ Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Series the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the FundsFund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If, as a result of this review, If the Subadviser believes that a 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 a pricing problem and to participate in the Trust’s Valuation Committee meetings. (f) In performing its duties to the Fund hereunder, the Subadviser shall not be accountable for compliance with the Governing Documents, the Investment Policies, Limitations, Instructions, Board Policies, Procedures and/or any amendments thereto unless and until provided to the Subadviser by TAM.

Subadvisory Services. In its capacity as subadviser sub-adviser to the FundsFund, the Subadviser Sub-adviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, and only the Sub-adviser shall regularly provide the Fund with respect to such portion of each the Fund’s assets as shall be allocated to the Subadviser Sub-adviser by TAM from time to time (the “Allocated Assets”), the Subadviser shall regularly provide the Funds ) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with each the Fund’s investment objectives, policies and restrictions, as stated in each the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the SubadviserSub-adviser. The Subadviser Sub-adviser 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 Funds Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Funds investFund 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 Funds’ Fund’s behalf as the Subadviser Sub-adviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser Sub-adviser 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 (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), 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 Funds Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser Sub-adviser from time to time, and any other specific policies adopted by the Board and disclosed to the SubadviserSub-adviser. The SubadviserSub-adviser’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 Sub-adviser is prohibited from directly or indirectly consulting with any other Subadviser sub-adviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser Sub-adviser is authorized as the agent of the Trust 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) The Subadviser Sub-adviser will place orders pursuant to its investment determinations for the Funds 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 Funds Fund and/or the other accounts over which the Subadviser Sub-adviser or its affiliates exercise investment discretion. The Subadviser Sub-adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a 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 Sub-adviser 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 the Subadviser Sub-adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify or and restrict the SubadviserSub-adviser’s authority regarding the execution of the Funds’ Fund’s portfolio transactions provided herein. (c) The Funds Fund hereby authorize authorizes any entity or person associated with the Subadviser Sub-adviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Funds Fund which is permitted by Section 11(a) of the Exchange Act and Rule 1la211a2-2(T) thereunder, and the Funds Fund hereby consent consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) under the Exchange Act). Notwithstanding the foregoing, the Subadviser Sub-adviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the FundsFund, as principals or agents in making purchases or sales of securities or other property for the account of the FundsFund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser Sub-adviser or its affiliates is participating, or arrange for purchases and sales of securities between the Funds Fund and another account advised by the Subadviser Sub-adviser 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 Funds Fund from time to time, and will comply with all other provisions of the Governing Documents and the Funds’ Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser Sub-adviser and its directors and officers. (d) Unless TAM advises the Subadviser Sub-adviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Series the Trust or otherwise delegated to another party, the Subadviser Sub-adviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the SubadviserSub-adviser’s proxy voting policies and procedures without consultation with TAM or the FundsFund. The Subadviser Sub-adviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser Sub-adviser will monitor the security valuations of the Allocated Assets. If, as a result of this review, If the Subadviser Sub-adviser believes that a 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 Sub-adviser will notify TAM promptly. In addition, the Subadviser Sub-adviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser to the FundsFund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, and only the Subadviser shall regularly provide the Fund with respect to such portion of each the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”), the Subadviser shall regularly provide the Funds ) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with each the Fund’s investment objectives, policies and restrictions, as stated in each the Fund’s current Prospectus and Statement of Additional InformationInformation (“Investment Policies”),, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the SubadviserSubadviser (“Limitations”). The Subadviser 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 Funds Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Funds investFund 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 Funds’ 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 Trust’s current 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”), 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 Funds referred to aboveInvestment Policies, any written instructions and directions of the Board or TAM provided to the Subadviser from time to timetime (“Instructions”), and any other specific policies adopted by the Board and disclosed to the SubadviserSubadviser (“Board Policies”). 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 subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust 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) The Subadviser will place orders pursuant to its investment determinations for the Funds 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 Funds 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 research services a commission for executing a portfolio transaction for a 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 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 its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify or and restrict the Subadviser’s authority regarding the execution of the Funds’ Fund’s portfolio transactions provided herein. (c) The Funds Fund hereby authorize authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Funds Fund which is permitted by Section 11(a) of the Exchange Act and Rule 1la211a2-2(T) thereunder, and the Funds Fund hereby consent consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) under the Exchange Act). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the FundsFund, as principals or agents in making purchases or sales of securities or other property for the account of the FundsFund, 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 Funds 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 Funds Trust and applicable to the Fund from time to timetime (“Procedures”) , and will comply with all other provisions of the Governing Documents and the Funds’ Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Series the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the FundsFund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If, as a result of this review, If the Subadviser believes that a 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 a pricing problem and to participate in the Trust’s Valuation Committee meetings. (f) In performing its duties to the Fund hereunder, the Subadviser shall not be accountable for compliance with the Governing Documents, the Investment Policies, Limitations, Instructions, Board Policies, Procedures and/or any amendments thereto unless and until provided to the Subadviser by TAM.

Subadvisory Services. In its capacity as subadviser to the FundsFund, the Subadviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, and only the Subadviser shall regularly provide the Fund with respect to such portion of each the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”), the Subadviser shall regularly provide the Funds ) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with each the Fund’s investment objectives, policies and restrictions, as stated in each the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser 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 Funds Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Funds investFund 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 Funds’ 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 Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated interpretive guidance issued thereunder by the staff of the Securities and Exchange Commission (the “SEC”), 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 Funds Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to and acknowledged by the Subadviser. The Subadviser’s responsibility for providing investment researchFor the avoidance of doubt, 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 the agent of the Trust 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) The Subadviser will place orders pursuant to its investment determinations for the Funds 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 Funds 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 enter into any and research services a commission for executing a portfolio transaction for a Fund which is in excess all permissible trading and derivative contracts on behalf 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 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 its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify or restrict the Subadviser’s authority regarding the execution of the Funds’ portfolio transactions provided herein. Fund (c) The Funds hereby authorize any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Funds which is permitted by Section 11(a) of the Exchange Act and Rule 1la2-2(T) thereundere.g., and the Funds hereby consent to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) under the Exchange Act. Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Funds, as principals or agents in making purchases or sales of securities or other property for the account of the Funds, 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 Funds 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 Funds from time to time, and will comply with all other provisions of the Governing Documents and the Funds’ then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Series Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Funds. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If, as a result of this review, the Subadviser believes that a 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 a pricing problem and to participate in the Trust’s Valuation Committee meetings.ISDA

Subadvisory Services. In its capacity as subadviser sub-adviser to the FundsFund, the Subadviser Sub-adviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, and only the Sub-adviser shall regularly provide the Fund with respect to such portion of each the Fund’s assets as shall be allocated to the Subadviser Sub-adviser by TAM from time to time (the “Allocated Assets”), the Subadviser shall regularly provide the Funds ) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with each the Fund’s investment objectives, policies and restrictions, as stated in each the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the SubadviserSub-adviser. The Subadviser Sub-adviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold sold, converted or exchanged by the Funds Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Funds investFund 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 Funds’ Fund’s behalf as the Subadviser Sub-adviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser Sub-adviser 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 as delivered by TAM to the Sub-adviser (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, other than the Internal Revenue Code of 1986, as amended, as well as the investment objectives, policies and restrictions of the Funds Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser Sub-adviser from time to time, and any other specific policies adopted by the Board and disclosed in writing to the SubadviserSub-adviser. Sub-adviser is fully protected in relying on the most recent version of such documents, policies or procedures delivered by TAM and is not responsible for any changes in such documents, policies or procedures until such changes are delivered in writing to Sub-adviser. The SubadviserSub-adviser’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 Sub-adviser is prohibited from directly or indirectly consulting with any other Subadviser sub-adviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser Sub-adviser is authorized as the agent of the Trust 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) The Subadviser Sub-adviser will place orders pursuant to its investment determinations for the Funds Fund with respect to the Allocated Assets 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 Funds Fund and/or the other accounts over which the Subadviser Sub-adviser or its affiliates exercise investment discretion. The Subadviser Sub-adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a 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 Sub-adviser 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 the Subadviser Sub-adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify or and restrict the SubadviserSub-adviser’s authority regarding the execution of the Funds’ Fund’s portfolio transactions provided hereinherein if such policies and procedures are provided in writing to the Sub-adviser. (c) The Funds Fund hereby authorize authorizes any entity or person associated with the Subadviser Sub-adviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Funds Fund which is permitted by Section 11(a) of the Exchange Act and Rule 1la211a2-2(T) thereunder, and the Funds Fund hereby consent consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) under the Exchange Act). Notwithstanding the foregoing, the Subadviser Sub-adviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the FundsFund, as principals or agents in making purchases or sales of securities or other property for the account of the FundsFund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser Sub-adviser or its affiliates is participating, or arrange for purchases and sales of securities any of the Allocated Assets between the Funds Fund and another account advised by the Subadviser Sub-adviser 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 Funds Fund from time to time, and will comply with all other provisions of the Governing Documents and the Funds’ Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser Sub-adviser and its directors and officersofficers as delivered to the Sub-adviser. (d) Unless TAM advises the Subadviser Sub-adviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Series the Trust or otherwise delegated to another party, the Subadviser Sub-adviser shall exercise voting rights (or withhold therewith) incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the SubadviserSub-adviser’s proxy voting policies and procedures without consultation with TAM or the FundsFund so long as the Sub-adviser receives the proxy materials from the Fund’s custodian. The Subadviser Sub-adviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If, as a result of this review, the Subadviser believes that a 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 Sub-adviser will be available upon reasonable request to consult with provide reasonable assistance to TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings.

Subadvisory Services. In its capacity as subadviser sub-adviser to the FundsFund, the Subadviser Sub-adviser shall have the following responsibilities: (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, and only the Sub-adviser shall regularly provide the Fund with respect to such portion of each the Fund’s assets as shall be allocated to the Subadviser Sub-adviser by TAM from time to time (the “Allocated Assets”), the Subadviser shall regularly provide the Funds ) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with each the Fund’s investment objectives, policies and restrictions, as stated in each the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the SubadviserSub-adviser. The Subadviser Sub-adviser 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 Funds Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Funds investFund 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 Funds’ Fund’s behalf as the Subadviser Sub-adviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser Sub-adviser 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 (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), 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 Funds Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser Sub-adviser from time to time, and any other specific policies adopted by the Board and disclosed to the SubadviserSub-adviser. The SubadviserSub-adviser’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 Sub-adviser is prohibited from directly or indirectly consulting with any other Subadviser sub-adviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser Sub-adviser is authorized as the agent of the Trust 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) The Subadviser Sub-adviser will place orders pursuant to its investment determinations for the Funds 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 Funds Fund and/or the other accounts over which the Subadviser Sub-adviser or its affiliates exercise investment discretion. The Subadviser Sub-adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a 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 Sub-adviser 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 the Subadviser Sub-adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify or and restrict the SubadviserSub-adviser’s authority regarding the execution of the Funds’ Fund’s portfolio transactions provided herein. (c) The Funds Fund hereby authorize authorizes any entity or person associated with the Subadviser Sub-adviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Funds Fund which is permitted by Section 11(a) of the Exchange Act and Rule 1la211a2-2(T) thereunder, and the Funds Fund hereby consent consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) under the Exchange Act). Notwithstanding the foregoing, the Subadviser Sub-adviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the FundsFund, as principals or agents in making purchases or sales of securities or other property for the account of the FundsFund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser Sub-adviser or its affiliates is participating, or arrange for purchases and sales of securities between the Funds Fund and another account advised by the Subadviser Sub-adviser 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 Funds Fund from time to time, and will comply with all other provisions of the Governing Documents and the Funds’ Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser Sub-adviser and its directors and officers. (d) Unless TAM advises the Subadviser Sub-adviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Series the Trust or otherwise delegated to another party, the Subadviser Sub-adviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the SubadviserSub-adviser’s proxy voting policies and procedures without consultation with TAM or the FundsFund. The Subadviser Sub-adviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. TAM acknowledges that proxies will be voted by the Sub-adviser in accordance with the proxy service provider’s recommendations unless the Sub-adviser overrides a specific recommendation. The third-party firm may also provide proxy execution, record keeping and reporting services. (e) The Subadviser Sub-adviser will monitor the security valuations of the Allocated Assets. If, as a result of this review, If the Subadviser Sub-adviser believes that a 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 Sub-adviser will notify TAM promptly. In addition, the Subadviser Sub-adviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings. (f) TAM acknowledges that the Sub-adviser will not be responsible for evaluating and making decisions regarding securities litigation claims involving securities held by the Fund. The Sub-adviser will assist TAM and/or the custodian in evaluating such securities litigation claims, as reasonably required, but the Sub-adviser shall not be responsible for filing such claims.

Subadvisory Services. In its capacity as subadviser to the FundsFund, the Subadviser shall have the following responsibilities: (a) Subject The Subadviser shall direct the asset allocation strategy and the investment decisions to implement such strategy for the Fund by allocating the Fund’s assets primarily among a broad mixture of mutual funds advised by TAM and designated in the Fund’s Prospectus as permissible investments for the Fund (“Underlying Funds”). The Subadviser’s management of the Fund’s investments shall be subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, and only with respect to such portion of each Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”), the Subadviser shall regularly provide the Funds with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with each the Fund’s investment objectives, policies and restrictions, as stated in each the Fund’s current Prospectus and Statement of Additional Information, Information and with investment guidelines agreed upon by TAM and the Subadviser and subject to such other instructions, restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the SubadviserSubadviser that are consistent with the Fund’s investment objectives, policies and restrictions (“Investment Guidelines”). The Subadviser 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 Funds and what portion Subadviser’s management of the Allocated Assets will be held in the various securities and other Fund’s investments in which the Funds invest, 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 Funds’ 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 is also subject to the provisions of the Trust’s Declaration of Trust and By-Laws Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law. (b) Based on the Fund’s overall investment strategy and target asset class exposure levels, as well as the Subadviser will employ its investment objectives, policies process to select the specific Underlying Funds in which the Fund will invest and restrictions to determine the size of the Funds referred to above, any written instructions and directions of the Board or TAM provided Fund’s allocations to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviserselected Underlying Funds. The SubadviserSubadviser will rebalance the Fund’s responsibility for providing assets among Underlying Funds as needed based on the analysis produced by its investment researchprocess. The Subadviser is not required to allocate to all Underlying Funds. Consistent with the Fund’s objective and strategies, 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 authorized to invest any other Subadviser for a portion of the Fund’s assets concerning in Underlying Funds subadvised by the Subadviser. TAM acknowledges that the Subadviser has a potential conflict of interest when it selects an Underlying Fund transactions in securities or other assetsthat it subadvises. (c) 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 determining which series of the Transamerica Funds and the Trust will be Underlying Funds and for monitoring the Underlying Funds’ subadvisers. The Subadviser is authorized as shall have no responsibility or liability for the agent choice or supervision of the Trust to give instructions with respect to Underlying Funds’ subadvisers or for the Allocated Assets to the custodian performance of the Fund Underlying Funds for which it does not act 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 companiessubadviser. (bd) The Subadviser may invest Fund assets in derivative instruments and negotiate and execute 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. (e) The Subadviser will place orders pursuant to its investment determinations for the Funds 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 Funds 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 research services a commission for executing a portfolio transaction for a 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 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 its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify or and restrict the Subadviser’s authority regarding the execution of the Funds’ Fund’s portfolio transactions provided herein. (cf) The Funds hereby authorize any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Funds which is permitted by Section 11(a) of the Exchange Act and Rule 1la2-2(T) thereunder, and the Funds hereby consent to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) under the Exchange Act. Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Funds, as principals or agents in making purchases or sales of securities or other property for the account of the Funds, 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 Funds 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 Funds from time to time, and will comply with all other provisions of the Governing Documents and the Funds’ then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. (d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or Transamerica Series Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Funds. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. (e) The Subadviser will monitor the security valuations of the Allocated Assets. If, as a result of this review, the Subadviser believes that a 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 a pricing problem issue and to participate in the Trust’s Valuation Committee meetingsmeetings with respect to instruments, e.g., derivative instruments, the Subadviser has directly purchased for the Fund. (g) Subadviser is prohibited from directly or indirectly consulting with any other subadviser for another series of the Trust concerning Fund transactions in securities or other assets. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit the Subadviser from consulting with a subadviser to an Underlying Fund concerning transactions for the Fund in shares of the Underlying Fund. (h) 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 decisions. (i) The Subadviser shall not vote proxies of the Underlying Funds that the Fund may receive. Such proxies will be voted by TAM in accordance with the current proxy voting policies and procedures of the Trust and TAM. (j) The Subadviser shall have no power, authority, responsibility or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other 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 no such power, authority, responsibility or obligation is delegated hereunder. Notwithstanding the foregoing, the Subadviser shall cooperate with TAM regarding the provision of information requested by TAM in connection with any action taken by TAM with respect to any such claim or proceeding.