Transamerica Funds

Transamerica Series Trust

Transamerica ETF Trust

January, 2022

Schwab Rule 12d1-4

FUND OF FUNDS INVESTMENT AGREEMENT

THIS AGREEMENT, dated as of January 19, 2022, by and among Transamerica Funds, Transamerica Series Trust and Transamerica ETF Trust, each a statutory trust organized under the laws of the State of Delaware (each an “Acquiring Management Company”), on behalf of each Acquiring Management Company’s series identified on Schedule A, severally and not jointly (each, an “Acquiring Fund,” and collectively, the “Acquiring Funds”), and Schwab Strategic Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), on behalf of its series identified on Schedule B, severally and not jointly (each, an “Acquired Fund” and, collectively, the “Acquired Funds”).

WHEREAS, each Acquiring Fund and each Acquired Fund is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, and Section 12(d)(1)(B) of the 1940 Act limits the extent to which a registered investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies;

WHEREAS, Rule 12d1-4 under the 1940 Act, as interpreted or modified by the SEC or its staff from time to time, (the “Rule”) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule; and

WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) of the 1940 Act in reliance on the Rule.

NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and certain additional terms of investment as provided below.    

I.     TERMS OF INVESTMENT

A.        In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Fund’s investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows:

(i)    In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, and Rule 6c-11, the Acquired Fund may honor any redemption request partially or wholly in-kind in the sole discretion of the Acquired Fund (which discretion of the Acquired Fund shall include the selection of portfolio securities to distribute in-kind).

(ii)    Timing/advance notice of redemptions. The Acquiring Fund will use reasonable efforts to spread orders given to an Authorized Participant that reasonably are expected to result in that Authorized Participant redeeming shares from the Acquired Fund (greater than

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5% of the Acquired Fund’s total outstanding shares) over multiple days or to provide advance notification of such orders to the Acquired Fund whenever practicable. The Acquiring Fund and Acquired Fund each acknowledge and agree that this voluntary notification provision does not apply to trades placed by the Acquiring Fund in secondary markets.

The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem the Acquired Fund’s shares and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any.

(iii)    Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investment in the Acquired Fund.

B.        In order to assist the Acquiring Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule. Such fee and expense information shall be limited to that which is made publicly available by the Acquired Fund.

II.     REPRESENTATIONS OF THE ACQUIRED FUNDS

In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

III.    REPRESENTATIONS OF THE ACQUIRING FUNDS

A.        In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

B.        Each Acquiring Fund will promptly notify an Acquired Fund in writing at the time of any purchase or acquisition of shares of the Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities. Upon such investment, such Acquiring Fund shall also provide to the Acquired Fund in writing a list of the names of each “affiliated person” (as defined under the 1940 Act) of the Acquiring Fund that is (i) a broker-dealer, (ii) a broker-dealer or bank that borrows as part of a securities lending program, (iii) an issuer that privately places its own fixed-income securities, (iv) a bank that provides credit support or structures money market securities or (v) a futures commission merchant or a swap dealer, and shall notify the Acquired Fund of any changes to such list as soon as reasonably practicable after a change occurs.

C.        Each Acquiring Fund will promptly notify an Acquired Fund in writing of any purchase or acquisition of shares of the Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities.

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D.        Each Acquiring Fund will promptly notify an Acquired Fund in writing of any purchase or acquisition of shares of an Acquired Fund that causes such Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, to hold more than 25% of such Acquired Fund’s total outstanding voting securities.

E.        Each Acquiring Fund will notify an Acquired Fund in writing any time an Acquiring Fund and its Advisory Group, as applicable, no longer holds voting securities of the Acquired Fund in excess of the amount noted in Sections III.B., III.C. or III.D. above.

F.        An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in an Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request.

G.        Each Acquiring Fund acknowledges and understands that an Acquired Fund reserves the right to reject any purchase of shares by an Acquiring Fund or any direct purchase of Creation Units by an Acquiring Fund.

IV.    INDEMNIFICATION

A.        Each Acquiring Management Company and the Acquiring Funds, severally and not jointly, agree to hold harmless, indemnify and defend an Acquired Fund and the Trust, including any of their principals, trustees, officers, employees and agents (“Trust Agents”), against and from any and all losses, costs, expenses or liabilities incurred by or claims or actions (“Claims”) asserted against the Acquired Fund and/or the Trust, including any Trust Agents, to the extent such Claims result from: (i) any untrue statement or alleged untrue statement of a material fact contained in an Acquiring Fund’s prospectus, statement of additional information or sales literature or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) a material breach or alleged material breach by such Acquiring Fund of any provision of this Agreement; or (iii) a violation or alleged violation by such Acquiring Fund of the terms and conditions of the Rule. The indemnification provided for in this paragraph shall include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims.

B.        The Trust and the Acquired Funds, severally and not jointly, agree to hold harmless, indemnify and defend an Acquiring Fund and each Acquiring Management Company, including any of their principals, trustees, officers, employees and agents (“Acquiring Fund Agents”), against and from any and all Claims asserted against the Acquiring Fund and/or each Acquiring Management Company, including any Acquiring Fund Agents, to the extent such Claims result from: (i) any untrue statement or alleged untrue statement of a material fact contained in an Acquired Fund’s prospectus, statement of additional information or sales literature or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) a material breach or alleged material breach by such Acquired Fund of any provision of this Agreement; or (iii) a violation or alleged violation by such Acquired Fund of the terms and conditions of the Rule. The indemnification provided for in this paragraph shall include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims.

C.        In any action involving the Acquiring Funds or the Acquired Funds under this Agreement, the parties agree to look solely to the individual Acquiring Fund(s) or Acquired Fund(s) that is/are involved in the matter in controversy and not to any other series.

D.        To the greatest extent permitted by applicable law, and without limiting the generality of the foregoing, in no event will either party be liable for any indirect, special, incidental, punitive or

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consequential damages or any similar damages or losses resulting from any action or failure to act under this Agreement, and each party hereby irrevocably and unconditionally waives any right that it may have to claim and recover any such damages, even if it has informed the other party of the possibility or likelihood of such damages.

V.     USE OF NAME

A.        The Acquired Funds hereby consent to the following information being included in the Acquiring Funds’ prospectuses, statements of additional information, fact sheets or similar disclosure documents, and shareholder reports: (a) the name of the Trust or an Acquired Fund, and the names of their affiliates and (b) a description of an Acquired Fund’s investment strategy and risks. To the extent that an Acquiring Fund refers to the Trust or one or more Acquired Funds in any such materials (except when the reference to the Trust or an Acquired Fund is included in a list of holdings), each Acquiring Fund agrees to refer to the Trust as “Schwab Strategic Trust” and refer to such Acquired Funds as, for example, “Schwab [________] ETF”. In addition, except when the reference to the Trust or an Acquired Fund is included in a list of holdings, the Acquiring Fund agrees to include the following notice within reasonable proximity to the reference of the Trust or such Acquired Fund: “None of Schwab Strategic Trust, Schwab [_________] ETF, or Charles Schwab Investment Management, Inc. make any representations regarding the advisability of investing in [Name of Acquiring Fund].”

B.         No Acquiring Fund shall use the name or any tradename, trademark, service mark, symbol or any abbreviation, contraction or simulation thereof of a Acquired Fund, the Trust, Charles Schwab Investment Management, Inc. or any of their affiliates in its shareholder communications, advertising, sales literature and similar communications (other than a prospectus, statement of additional information, fact sheet or similar disclosure document, or shareholder report) unless it first receives prior written approval (including approval through written electronic communications) of the Acquiring Fund or Charles Schwab Investment Management, Inc. Additionally, no Acquiring Fund shall use any logo of the Acquired Fund or of Charles Schwab Investment Management, Inc. without entering into a separate trademark license agreement with Charles Schwab Investment Management, Inc.

VI.    CERTIFICATION

A.         Upon request of the Investing Funds, each Acquired Fund agrees to deliver to the Acquiring Fund and its Adviser on an annual basis a certificate, duly certified by an Officer of the Acquired Fund, substantially in the form attached hereto as Exhibit A.

B.         Each Acquired Funds acknowledges that such certificate will be accepted and reasonably relied upon by the Acquiring Fund, its Adviser and their affiliates as conclusive evidence of the facts set forth therein.

VII.    NOTICES

All notices, including all information that any party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below, which address may be changed from time to time by written notice to the other party.

If to the Acquired Funds:

Charles Schwab Investment Management, Inc.

Attn: President

211 Main Street

San Francisco, CA 94105

Email address:SchwabIntermediaryOversight@schwab.com

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With a copy to:

Charles Schwab Investment Management, Inc.

Attn: Chief Counsel

211 Main Street

San Francisco, CA 94105

Fax No: 415 667 0078

If to the Acquiring Funds:

Compliance Department

c/o Transamerica Asset Management, Inc.

1801 California St.

Denver, CO 80202

Email: shtamcomplianceinbox@transamerica.com

With a copy to:

Legal Department

c/o Transamerica Asset Management, Inc.

1801 California St.

Denver, CO 80202

Email: TAMLegalManager@transamerica.com

VIII.     ADDITION OF NEW FUNDS

A.        Schedule A lists the Acquiring Funds governed by the terms of this Agreement. In the event that an Acquiring Management Company desires to add an additional series as an “Acquiring Fund” under this Agreement, it shall so notify the Trust in writing, and subject to the Trust’s written acceptance of such addition, the additional series shall be added to Schedule A by written amendment as an “Acquiring Fund” hereunder prior to any investment by such additional series and shall be governed by the terms of this Agreement.

B.        Schedule B lists the Acquired Funds eligible for investment as of the date of this Agreement. In the event an Acquiring Fund wishes to (i) invest in a Schwab ETF that is in existence as of the date of this Agreement but is not listed on Schedule B or (ii) invest in a Schwab ETF created after the date of this Agreement, the parties agree that, pending confirmation by the Trust that such Schwab ETF has been deemed eligible for investment, such Schwab ETF shall be added to Schedule B by written amendment prior to any investment by the Acquiring Fund and the investment shall be governed by the terms of this Agreement.

IX.    GOVERNING LAW

A.        This Agreement will be governed by California law without regard to choice of law principles.

B.        In any action involving an Acquired Fund under this Agreement, each Acquiring Management Company and each Acquiring Fund agree to look solely to the individual Acquired Fund(s) that is/are involved in the matter in controversy and not to any other series of the Trust.

X.     TERM AND TERMINATION

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A.        This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until termination pursuant to Section X.B. below.

B.        This Agreement will continue until terminated in writing by either party upon 60 days’ notice to the other party. Upon termination of this Agreement, the Acquiring Funds may not purchase additional shares of the Acquired Funds beyond the Section 12(d)(1)(A) limits in reliance of the Rule.

XI.    MISCELLANEOUS

A.        Assignment. This Agreement may not be assigned by either party without the prior written consent of the other.

B.        Amendments. This Agreement may be amended or modified only by a written amendment signed by an authorized representative of each party.

C.        Counterparts. This Agreement may be executed in two or more counterparts, each of which is deemed an original but all of which together constitute one and the same instrument. This Agreement may be executed by facsimile signature or electronically scanned signature and such signatures shall constitute an original for all purposes.

D.        Severability. If any provision of this Agreement is determined to be invalid, illegal, in conflict with any law or otherwise unenforceable, the remaining provisions hereof will be considered severable and will not be affected thereby, and every remaining provision hereof will remain in full force and effect and will remain enforceable to the fullest extent permitted by applicable law.

E.         Waiver of Notice to Terminate Prior Agreement. To the extent that the parties have entered into an existing agreement pursuant to which one or more Acquiring Funds may invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) of the 1940 Act in reliance on exemptive relief obtained by the Trust (the “Participation Agreement”) the parties hereby mutually agree to terminate the Participation Agreement as of the date hereof and waive any notice required for termination as set forth therein. This waiver of notice to terminate shall extend to all acquired funds, as defined under the Participation Agreement, regardless of whether such acquired funds are subject to this Agreement.

F.        Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Transamerica Funds, on behalf of its series
listed on Schedule A, Severally and Not Jointly
By:	/s/ Christopher A. Staples
Name:	Christopher A. Staples
Title:	Vice President and Chief Investment Officer
	- Advisory Services

Transamerica Series Trust, on behalf of its series
listed on Schedule A, Severally and Not Jointly
By:	/s/ Christopher A. Staples
Name:	Christopher A. Staples
Title:	Vice President and Chief Investment Officer
	- Advisory Services

Transamerica ETF Trust, on behalf of its series
listed on Schedule A, Severally and Not Jointly
By:	/s/ Christopher A. Staples
Name:	Christopher A. Staples
Title:	Vice President and Chief Investment Officer

Schwab Strategic Trust, on behalf of its series
listed on Schedule B, Severally and Not Jointly
By:	/s/ Mark Fischer
Name:	Mark Fischer
Title:	CFO

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SCHEDULE A

Acquiring Funds

TRANSAMERICA FUNDS:

Transamerica ClearTrack 2015

Transamerica ClearTrack 2020

Transamerica ClearTrack 2025

Transamerica ClearTrack 2030

Transamerica ClearTrack 2035

Transamerica ClearTrack 2040

Transamerica ClearTrack 2045

Transamerica ClearTrack 2050

Transamerica ClearTrack 2055

Transamerica ClearTrack 2060

Transamerica ClearTrack Retirement Income

Transamerica Asset Allocation Intermediate Horizon

Transamerica Asset Allocation Long Horizon

Transamerica Asset Allocation Short Horizon

Transamerica Asset Allocation – Conservative Portfolio

Transamerica Asset Allocation – Growth Portfolio

Transamerica Asset Allocation – Moderate Growth Portfolio

Transamerica Asset Allocation – Moderate Portfolio

Transamerica Balanced II

Transamerica Bond

Transamerica Capital Growth

Transamerica Core Bond

Transamerica Emerging Markets Debt

Transamerica Emerging Markets Opportunities

Transamerica Energy Infrastructure

Transamerica Floating Rate

Transamerica Government Money Market

Transamerica High Quality Bond

Transamerica High Yield Bond

Transamerica High Yield ESG

Transamerica High Yield Muni

Transamerica Inflation Opportunities

Transamerica Inflation-Protected Securities

Transamerica Intermediate Bond

Transamerica Intermediate Muni

Transamerica International Equity

Transamerica International Focus

Transamerica International Small Cap Value

Transamerica International Stock

Transamerica Large Cap Value

Transamerica Large Core

Transamerica Large Growth

Transamerica Large Value Opportunities

Transamerica Mid Cap Growth

Transamerica Mid Cap Value

Transamerica Mid Cap Value Opportunities

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Transamerica Multi-Asset Income

Transamerica Multi-Managed Balanced

Transamerica Short-Term Bond

Transamerica Small Cap Growth

Transamerica Small Cap Value

Transamerica Small/Mid Cap Value

Transamerica Stock Index

Transamerica Sustainable Bond

Transamerica Sustainable Equity Income

Transamerica Total Return

Transamerica Unconstrained Bond

Transamerica US Growth

TRANSAMERICA SERIES TRUST:

Transamerica BlackRock Government Money Market VP

Transamerica BlackRock iShares Active Asset Allocation – Conservative VP

Transamerica BlackRock iShares Active Asset Allocation – Moderate Growth VP

Transamerica BlackRock iShares Active Asset Allocation – Moderate VP

Transamerica BlackRock iShares Dynamic Allocation – Balanced VP

Transamerica BlackRock iShares Dynamic Allocation – Moderate Growth VP

Transamerica BlackRock iShares Edge 40 VP

Transamerica BlackRock iShares Edge 50 VP

Transamerica BlackRock iShares Edge 75 VP

Transamerica BlackRock iShares Edge 100 VP

Transamerica BlackRock Tactical Allocation VP

Transamerica Goldman Sachs 70/30 Allocation VP

Transamerica International Focus VP

Transamerica Janus Balanced VP

Transamerica Janus Mid-Cap Growth VP

Transamerica JPMorgan Asset Allocation – Conservative VP

Transamerica JPMorgan Asset Allocation – Growth VP

Transamerica JPMorgan Asset Allocation – Moderate Growth VP

Transamerica JPMorgan Asset Allocation – Moderate VP

Transamerica JPMorgan Core Bond VP

Transamerica JPMorgan Enhanced Index VP

Transamerica JPMorgan International Moderate Growth VP

Transamerica JPMorgan Mid Cap Value VP

Transamerica JPMorgan Tactical Allocation VP

Transamerica Madison Diversified Income VP

Transamerica Managed Risk – Balanced ETF VP

Transamerica Managed Risk – Conservative ETF VP

Transamerica Managed Risk – Growth ETF VP

Transamerica Market Participation Strategy VP

Transamerica Morgan Stanley Capital Growth VP

Transamerica Morgan Stanley Global Allocation VP

Transamerica Morgan Stanley Global Allocation Managed Risk – Balanced VP

Transamerica MSCI EAFE Index VP

Transamerica Multi-Managed Balanced VP

Transamerica PIMCO Tactical – Balanced VP

Transamerica PIMCO Tactical – Conservative VP

Transamerica PIMCO Tactical – Growth VP

Transamerica PIMCO Total Return VP

Transamerica PineBridge Inflation Opportunities VP

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Transamerica ProFund UltraBear VP

Transamerica Rothschild & Co Large Cap Value VP

Transamerica S&P 500 Index VP

Transamerica Small/Mid Cap Value VP

Transamerica T. Rowe Price Small Cap VP

Transamerica TS&W International Equity VP

Transamerica WMC US Growth VP

TRANSAMERICA ETF TRUST:

DeltaShares S&P 400 Managed Risk ETF

DeltaShares S&P 500 Managed Risk ETF

DeltaShares S&P 600 Managed Risk ETF

DeltaShares S&P International Managed Risk ETF

DeltaShares S&P EM 100 & Managed Risk ETF

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SCHEDULE B

Schwab U.S. Broad Market ETF

Schwab U.S. Large-Cap ETF

Schwab U.S. Large-Cap Growth ETF

Schwab U.S. Large-Cap Value ETF

Schwab U.S. Mid-Cap ETF

Schwab U.S. Small-Cap ETF

Schwab U.S. REIT ETF

Schwab International Equity ETF

Schwab International Small-Cap Equity ETF

Schwab Emerging Markets Equity ETF

Schwab U.S. TIPS ETF

Schwab Short-Term U.S. Treasury ETF

Schwab Intermediate-Term U.S. Treasury ETF

Schwab U.S. Dividend Equity ETF

Schwab U.S. Aggregate Bond ETF

Schwab Fundamental U.S. Broad Market Index ETF

Schwab Fundamental U.S. Large Company Index ETF

Schwab Fundamental U.S. Small Company Index ETF

Schwab Fundamental International Large Company Index ETF

Schwab Fundamental International Small Company Index ETF

Schwab Fundamental Emerging Markets Large Company Index ETF

Schwab 1000 Index ETF

Schwab 1-5 Year Corporate Bond ETF

Schwab 5-10 Year Corporate Bond ETF

Schwab Long-Term U.S. Treasury ETF

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EXHIBIT A

Form of Officer’s Certificate

I, [                ], the duly elected and qualified Officer of [                ] hereby certify in my capacity as such officer pursuant to Section 4(a) of that certain Fund of Funds Investment Agreement dated [                ] by and among the [Trust], on behalf of each of the series identified on Schedule A to the Investment Agreement, and each Acquired Trust identified on Schedule B to the Investment Agreement, on behalf of its respective series identified on Schedule B to the Investment Agreement (the “Investment Agreement”) that during the preceding calendar year, to the best of my knowledge, each Acquired Fund complied with all applicable terms and conditions of the Rule and the Investment Agreement, including, but not limited to, the Rule’s requirement that each Acquired Fund invest no more than 10% of its total assets in other investment companies and private funds relying on Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940, as amended except as otherwise permitted by the Rule and guidance issued thereunder.

Capitalized terms used and not otherwise defined herein shall have the meanings as defined in the Investment Agreement.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the ____ day of _______, 202_.

Name:

Title: [Officer]