AMENDMENT TO AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT Transamerica Funds Transamerica Government Money Market

Exhibit (h)(2)(ii)

AMENDMENT

TO

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

Transamerica Funds

Transamerica Government Money Market

THIS AMENDMENT, dated as of September 16, 2016, is by and between Transamerica Asset Management, Inc. (the “Investment Manager”) and Transamerica Funds (the “Company”), on behalf of the Company’s series Transamerica Government Money Market (formerly, Transamerica Money Market) (the “Fund”).

WHEREAS, the Company and the Investment Manager have entered into an Amended and Restated Expense Limitation Agreement effective as of March 1, 2005, and amended and restated as of March 1, 2011, as amended (the “Expense Limitation Agreement”), pursuant to which the Investment Manager has agreed, under certain circumstances, to maintain the expenses of the Fund (and those other series of the Company as set forth on Schedule A to the Expense Limitation Agreement) at a level below the level to which the Fund may otherwise be subject; and

WHEREAS, the Investment Manager has also previously agreed to voluntarily waive and/or reimburse additional amounts with respect to the Fund from time to time and under certain circumstances in order to prevent a negative yield;

WHEREAS, the Company and the Investment Manager wish to amend a provision of the voluntary limitation of the Fund’s expenses;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1.	Replacement of Section 5.2.

The Expense Limitation Agreement is amended by removing Section 5.2 of the Agreement in its entirety and replacing it with the following:

5.2 The Investment Manager shall be entitled to reimbursement by the Money Market Fund of the fees waived and/or expenses reimbursed by the Investment Manager or any of its affiliates to the Money Market Fund pursuant to the above paragraph during any of the previous thirty-six (36) months beginning on July 1, 2009. Any such reimbursement shall not result in the Money Market Fund’s effective daily yield to be negative.

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2.	No Other Changes.

Except as provided herein, the Expense Limitation Agreement remains unchanged. The Expense Limitation Agreement, as amended hereby, is and remains in full force and effect, and this Amendment and the Expense Limitation Agreement shall be read and construed as one agreement.

The undersigned officer of the Company has executed this Amendment not individually, but as an officer under the Declaration of Trust of the Trust and the obligations of this Amendment are not binding upon any of the Trustees, officers or shareholders of the Trust individually.

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the day and year first mentioned above.