[LETTERHEAD]
February 11, 2011
VIA EDGAR
Mr. Houghton R. Hallock, Jr.
Mr. Craig Ruckman
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: |
Transamerica Funds
(File Nos. 033-02659, 811-04556) |
Dear Messrs. Hallock and Ruckman:
On behalf of Transamerica Funds, Transamerica Series Trust, and Transamerica Income Shares, Inc. (each a “Registrant” and together, the “Registrants”), we are filing this letter to respond in writing to the Staff’s comments on the preliminary copy of the Notice of Meeting, Joint Proxy Statement, and Form of Proxy Card (together, the “Preliminary Joint Proxy Statement”), filed with the Securities and Exchange Commission (the “Commission”) on January 31, 2011, to be used in connection with a Special Meeting of Shareholders of each Registrant to be held on March 18, 2011.
Below are the Staff’s comments on the Preliminary Joint Proxy Statement and the Registrants’ responses thereto.
Comment 1. Please include an address on Page 2 to advise shareholders that they may write to request an annual report in addition to calling the toll free number.
Response: The Registrants have made revisions consistent with the Staff’s comment.
Comment 2. With respect to the discussion of the payment of expenses under the proposed new sub-advisory agreements, the Staff commented that the discussion should address whether the operating expenses of each fund are expected to increase as a result of the change in sub-adviser.
Response: The Registrants have made revisions consistent with the Staff’s comment.
Comment 3. With respect to the discussion of the provisions of the proposed new sub-advisory agreements that address conflicts of interest, the Staff commented that the discussion should address any policies and procedures that the funds may adopt to address certain potential conflicts.
Response: The Registrants have made revisions consistent with the Staff’s comment.
Comment 4. With respect to the discussion of the consideration of the proposed new sub-advisory agreements by the board of directors or trustees of each fund, the Staff commented that the discussion should address how appointment of the new sub-adviser has the potential to attract additional assets.
Response: The Registrants have made revisions consistent with the Staff’s comment.
Comment 5. With respect to the discussion of the proposed new sub-adviser and its key personnel, the Staff commented that the discussion should include information concerning the ownership of the proposed new sub-adviser.
Response: The Registrants have made revisions consistent with the Staff’s comment.
Comment 6. With respect to the expense limitation agreements currently in place for the funds, the Staff commented that the Registrants should discuss what (if any) impact the proposed sub-adviser changes will have on those agreements.
Response: Supplementally, the Registrants confirm the existence and the continuance of the expense limitation agreements.
Response: The Registrants have added disclosure to note that the expense limitation agreements will not be impacted by the proposed sub-adviser changes.
On behalf of the Registrant, it is hereby acknowledged that:
· the Registrants are responsible for the adequacy and accuracy of the disclosure in this filing;
· the action of the SEC or its staff acknowledging the effective date of this filing does not relieve the Registrants from their responsibility for the adequacy and accuracy of the disclosure in this filing; and
· the Registrants may not assert SEC staff comments, or changes in disclosure in response to the same, as a defense in any proceeding initiated by the SEC or any person under the federal securities laws.
Should you have any questions or comments regarding this filing, please contact the undersigned at 727-299-1803.
Very truly yours,
/s/ Margaret A. Cullem-Fiore
Margaret A. Cullem-Fiore
Vice President and Senior Counsel
Transamerica Asset Management, Inc.
