0000930413-10-004952 Sample Contracts

GOLDMAN SACHS INVESTMENT SUB-ADVISORY AGREEMENT INVESTMENT SUBADVISORY AGREEMENT GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Subadvisory Agreement • September 30th, 2010 • Transamerica Funds • Florida

This Agreement, dated September, 30, 2010 (the “Effective Date”), is by and between Transamerica Asset Management, Inc., a Florida corporation (referred to herein as “TAM”) and Goldman Sachs Asset Management, L.P., a Delaware partnership (referred to herein as the “Subadviser”).

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INVESTMENT ADVISORY AGREEMENT TRANSAMERICA ASSET MANAGEMENT, INC.
Investment Advisory Agreement • September 30th, 2010 • Transamerica Funds • Florida

This Agreement, entered into as of September 30, 2010 between Transamerica Funds, a Delaware statutory trust (referred to herein as the “Trust”) and Transamerica Asset Management Inc., a Florida corporation (referred to herein as “TAM”), to provide certain management and advisory services to each series of the Trust listed on Schedule A hereto (collectively, the “Funds”; each, a “Fund”).

INVESTMENT SUBADVISORY AGREEMENT TRANSAMERICA INVESTMENT MANAGEMENT, LLC
Investment Subadvisory Agreement • September 30th, 2010 • Transamerica Funds • Florida

This Agreement, dated September 30, 2010 (the “Effective Date”), is by and between Transamerica Asset Management, Inc., a Florida corporation (referred to herein as “TAM”) and AQR Capital Management, LLC, a Delaware limited liability company (referred to herein as the “Subadviser”).

AMENDED SCHEDULE I UNDERWRITING AGREEMENT
Underwriting Agreement • September 30th, 2010 • Transamerica Funds
SCHEDULE A DATED AS OF SEPTEMBER 30, 2010 TRANSAMERICA FUNDS OPERATING EXPENSE LIMITS
Operating Expense Limits Agreement • September 30th, 2010 • Transamerica Funds

† The Investment Manager has agreed to further reduce Fund Operating Expenses by waiving 0.10% of the 0.35% 12b-1 fee for one year through March 1, 2011, as applicable to Class A shares of Transamerica Short-Term Bond and Class A shares of Transamerica Flexible Income.

TRANSAMERICA FUNDS AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 30th, 2010 • Transamerica Funds

THIS AMENDMENT is made as of September 30, 2010 to the Investment Advisory Agreement dated as of December 28, 2006, as amended (the “Agreement”), between Transamerica Funds and Transamerica Asset Management, Inc. In consideration of the mutual covenants contained herein, the parties agree as follows:

TRANSFER AGENCY AGREEMENT AMENDED FEE SCHEDULE
Transfer Agency Agreement • September 30th, 2010 • Transamerica Funds

THIS AMENDMENT is made as of November 30, 2009 to the Transfer Agency Agreement dated February 1, 1988, as amended (the “Agreement”), by and between Transamerica Funds (the “Trust”) and Transamerica Fund Services, Inc. (the “Transfer Agent”).

TRANSFER AGENCY AGREEMENT AMENDED FEE SCHEDULE
Transfer Agency Agreement • September 30th, 2010 • Transamerica Funds

THIS AMENDMENT is made as of July 1, 2010 to the Transfer Agency Agreement dated February 1, 1988, as amended (the “Agreement”), by and between Transamerica Funds (the “Trust”) and Transamerica Fund Services, Inc. (“TFS” or the “Transfer Agent”).

Transamerica Funds Transamerica Series Trust Transamerica Income Shares, Inc. Transamerica Partners Funds Group Transamerica Partners Funds Group II ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • September 30th, 2010 • Transamerica Funds • Florida

This Agreement is entered into as of July 15, 2010 by Transamerica Funds, a Delaware statutory trust, Transamerica Series Trust, a Delaware statutory trust (“TST”), Transamerica Income Shares, Inc., a Maryland corporation, Transamerica Partners Funds Group, a Massachusetts business trust (“TPFG”), Transamerica Partners Funds Group II (“TPFG II”), a Massachusetts business trust (each of the foregoing entities, a “Fund”), and Transamerica Fund Services, Inc. (“TFS”), a Florida corporation.

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