0000930413-11-003361 Sample Contracts

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

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

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INVESTMENT SUBADVISORY AGREEMENT MADISON ASSET MANAGEMENT, LLC
Investment Subadvisory Agreement • April 29th, 2011 • Transamerica Series Trust • Florida

This Agreement, entered into as of May 1, 2011, by and between Transamerica Asset Management, Inc., a Florida corporation (referred to herein as “TAM”) and Madison Asset Management, LLC, a Wisconsin limited liability company (referred to herein as the “Subadviser”).

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

THIS AMENDMENT is made as of March 22, 2011 to the Sub-Advisory Agreement dated May 1, 2002, as amended (the “Agreement”), between Transamerica Asset Management, Inc. and Morgan Stanley Investment Management Inc. (the “Sub-Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDED AND RESTATED DISTRIBUTION AGREEMENT Revised May 1, 2011
Distribution Agreement • April 29th, 2011 • Transamerica Series Trust

Listed below are current series of the Trust. All series, except as noted, offer Initial Class shares and Service Classes shares. Transamerica WMC Diversified Growth II VP currently only offers Initial Class shares. Transamerica Madison Balanced Allocation VP, Transamerica Madison Conservative Allocation VP, Transamerica Madison Diversified Income VP, Transamerica Madison Large Cap Growth VP, Transamerica Madison Moderate Growth Allocation VP and Transamerica ProFund UltraBear VP currently only offer Service Class shares.

TRANSAMERICA SERIES TRUST INVESTMENT ADVISORY AGREEMENT Schedule A
Transamerica Series Trust • April 29th, 2011

Transamerica WMC Diversified Growth VP 0.75% of the first $500 million of average daily net assets; 0.70% over $500 million to $2.5 billion; 0.65% of average daily net assets in excess of $2.5 billion May 1, 2002

INVESTMENT SUBADVISORY AGREEMENT PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
Investment Subadvisory Agreement • April 29th, 2011 • Transamerica Series Trust • Florida

This Agreement, entered into as of May 1, 2011 by and between Transamerica Asset Management, Inc., a Florida corporation (referred to herein as “TAM”) and Pacific Investment Management Company LLC, a limited liability company, organized and existing under the laws of the State of Delaware (referred to herein as the “Subadviser”).

AMENDMENT TO ASSET ALLOCATION MANAGEMENT AGREEMENT
Asset Allocation Management Agreement • April 29th, 2011 • Transamerica Series Trust

This Amendment (the “Amendment”) effective April 1, 2011 to the Asset Allocation Management Agreement (the “Agreement”) dated April 1, 2005 by and between Morningstar Associates, LLC, a Delaware limited liability company with its principal offices at 22 West Washington, Chicago, Illinois, 60602 (“Manager”) and Transamerica Asset Management, Inc., a Florida corporation (f/k/a Transamerica Fund Advisors, Inc) (“TAM”), investment adviser for Transamerica Series Trust (“TST”), a Delaware statutory trust of the series type registered under the Investment Company Act of 1940 as an open-end management investment company.

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

THIS AMENDMENT is made as of March 22, 2011 to the Investment Sub-Advisory Agreement dated April 9, 2010, as amended (the “Agreement”), between Transamerica Asset Management, Inc. and Wellington Management Company, LLP (the “Sub-Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

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

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

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

THIS AMENDMENT is made as of May 1, 2011 to the Sub-Advisory Agreement dated as of March 22, 2011, as amended (the “Agreement”), between Transamerica Asset Management, Inc. (“TAM”) and J.P. Morgan Investment Management, Inc. (the “Sub-Adviser”).

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN TRANSAMERICA ASSET MANAGEMENT, INC. AND AEGON USA INVESTMENT MANAGEMENT, LLC
Investment Sub-Advisory Agreement • April 29th, 2011 • Transamerica Series Trust

THIS AMENDMENT is made as of May 1, 2011 to the Investment Sub-Advisory Agreement dated March 22, 2011, as amended (the “Agreement”), between Transamerica Asset Management, Inc. and AEGON USA Investment Management, LLC (the “Sub-Adviser”), In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT AMONG TRANSAMERICA SERIES TRUST, TRANSAMERICA CAPITAL, INC., AND TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY
Participation Agreement • April 29th, 2011 • Transamerica Series Trust

The Participation Agreement, dated October 20, 2008 (“Agreement”) among Transamerica Series Trust (the “Trust”), Transamerica Capital, Inc. (the “Distributor”), and Transamerica Advisors Life Insurance Company (f/k/a Merrill Lynch Life Insurance Company) (the “Insurance Company”), is hereby amended as of May 1, 2011 as follows:

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 29th, 2011 • Transamerica Series Trust

EXPENSE LIMITATION AGREEMENT, effective as of January 1, 2006, and amended and restated as of May 1, 2011, by and between Transamerica Asset Management, Inc. (the “Investment Manager”), and Transamerica Series Trust (the “Company”), on behalf of each series of the Company set forth in Schedule A (each a “Fund,” and collectively, the “Funds”).

AMENDMENT NO. 44 TO PARTICIPATION AGREEMENT AMONG TRANSAMERICA SERIES TRUST, TRANSAMERICA LIFE INSURANCE COMPANY, TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, AND MONUMENTAL LIFE INSURANCE COMPANY
Participation Agreement • April 29th, 2011 • Transamerica Series Trust

The Participation Agreement, dated July 1, 1992, as amended (“Agreement”) among Transamerica Series Trust (the “Fund”), Transamerica Life Insurance Company (“Transamerica”), Transamerica Financial Life Insurance Company (“TFLIC”), and Monumental Life Insurance Company (“Monumental”), (herein collectively, “the Companies”), is hereby amended as as follows:

AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT AMONG TRANSAMERICA SERIES TRUST, TRANSAMERICA CAPITAL, INC., AND TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY OF NEW YORK
Participation Agreement • April 29th, 2011 • Transamerica Series Trust

The Participation Agreement, dated September 1, 2008 (“Agreement”) among Transamerica Series Trust (the “Trust”), Transamerica Capital, Inc. (the “Distributor”), and Transamerica Advisors Life Insurance Company of New York (f/k/a ML Life Insurance Company of New York), (the “Insurance Company”), is hereby amended as of May 1, 2011:

MASTER CUSTODIAN AND FUND ACCOUNTING AGREEMENT
Master Custodian and Fund Accounting Agreement • April 29th, 2011 • Transamerica Series Trust • Massachusetts

This Agreement is made as of January 1, 2011 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN TRANSAMERICA ASSET MANAGEMENT, INC. AND BLACKROCK FINANCIAL MANAGEMENT, INC.
Transamerica Series Trust • April 29th, 2011

THIS AMENDMENT is made as of March 22, 2011 to the Investment Sub-Advisory Agreement dated May 1, 2009, as amended (the “Agreement”), between Transamerica Asset Management, Inc. and BlackRock Financial Management, Inc. (the “Sub-Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT NO. 36 TO PARTICIPATION AGREEMENT BETWEEN TRANSAMERICA SERIES TRUST AND WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
Participation Agreement • April 29th, 2011 • Transamerica Series Trust

Amendment No. 36 to the Participation Agreement (“Agreement”), dated February 27, 1991, as amended, between Transamerica Series Trust (the “Fund”) and Western Reserve Life Assurance Co. of Ohio (the “Company”).

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