SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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Definitive Additional Materials

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TRANSAMERICA FUNDS

TRANSAMERICA SERIES TRUST

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TRANSAMERICA FUNDS

Transamerica Dividend Focused

TRANSAMERICA SERIES TRUST

Transamerica Barrow Hanley Dividend FocusedJPMorgan Core Bond VP

Transamerica PIMCO Total Return VP

1801 California Street, Suite 5200

Denver, Colorado 80202

October 21, 2020August 4, 2022

Dear Shareholder or Policyowner:Holder:

A special meeting of shareholders of, or, as applicable, policyownersholders (the “Holders”) investing in (together, the “Shareholders”) Transamerica Dividend Focused, a series of Transamerica Funds,JPMorgan Core Bond VP and Transamerica Barrow Hanley Dividend FocusedPIMCO Total Return VP (each, a “Portfolio” and collectively, the “Portfolios”), each a series of Transamerica Series Trust, (each series,through a “Fund” and collectively, the “Funds”), is scheduled tovariable life insurance policy or variable annuity contract, will be held as a virtual meeting on November 25, 2020,October 5, 2022 at 10:00 a.m. (Mountain Time) for Transamerica Dividend Focused,JPMorgan Core Bond VP, and on November 25, 2020,October 5, 2022 at 11:00 a.m. (Mountain Time) for Transamerica Barrow Hanley Dividend Focused VP (for each Fund a “Special Meeting” and collectively, the “Special Meetings”).PIMCO Total Return VP. In light of public health concerns regarding the ongoing coronavirus (COVID-19) pandemic and taking into account related orders and guidance issued by federal, state and local governmental bodies, the Board of Trustees of each Fundyour Portfolio has determined that the Fund’s Special MeetingPortfolio’s special meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. The details on how to participate in the virtual Special Meetingsspecial meetings are included in the followingenclosed joint proxy statement.

At the respective Special Meeting:special meetings, you are being asked to vote on the following proposals, as applicable:

ShareholdersApprove a new sub-adviser for Transamerica JPMorgan Core Bond VP. Holders of Transamerica Dividend FocusedJPMorgan Core Bond VP are being asked to approve a new sub-advisory agreement with Aegon AssetUSA Investment Management, UK plcLLC (“AAM”AUIM”), an affiliate of Transamerica Asset Management, Inc. (“TAM”), the Fund’sPortfolio’s investment manager.

ShareholdersApprove a new sub-adviser for Transamerica PIMCO Total Return VP. Holders of Transamerica Barrow Hanley Dividend FocusedPIMCO Total Return VP are being asked to approve a new sub-advisory agreement with AAM.

TAM acts as a manager of managers for the Funds pursuant to an exemptive order from the Securities and Exchange Commission. Under the terms of the exemptive order, TAM may not enter into a sub-advisory agreement with any affiliated sub-adviser without such agreement being approved by the shareholders of the fund.AUIM.

We are seeking your approval of these proposalsthe applicable proposal(s) through the enclosed joint proxy statement, which we invite you to review closely.

AAM would replace Barrow, Hanley, Mewhinney & Strauss, LLC as the sub-adviser to each Fund. In connection with the proposed change in sub-adviser, there would be related changes to each Fund’s name, principal investment strategies, principal risks and management and sub-advisory fee schedules.

Importantly, after careful consideration, the Board of Trustees of Transamerica Funds and Transamerica Series Trustyour Portfolio has considered the proposal for the respective Fund to be voted on at the Special MeetingPortfolio and has determined it is in the best interest of the Fund,your Portfolio, and unanimously recommends that you vote “FOR” the proposal with respect to your Fund.Portfolio. However, before you vote, please read the full text of the joint proxy statement for an explanation of the proposal with respect to your Fund.Portfolio.

ShareholdersHolders of record of each FundPortfolio as of the close of business on October 8, 2020June 17, 2022 are entitled to vote at the relevant Special Meetingapplicable special meeting and any adjournments or postponements thereof. Whether or not you plan to virtually attend the meeting and regardless of how many shares you own or the size of the interest you hold, your vote is very important to us. By responding promptly, you will save the expense of additional follow-up mailings and solicitations. Please vote today.

Voting is quick and easy. You may vote by telephone, via the internet or by simply completing and signing the enclosed proxy card (your ballot) and mailing it in the accompanying postage-paid return envelope.

If you have any questions, please call 1-888-233-4339 for Transamerica Funds, or 1-800-851-9777 for Transamerica Series Trust.Trust at 1-800-851-9777.

 

Sincerely,

/s/ Marijn P. Smit

Chairman of the BoardsBoard of Trustees, President and Chief Executive Officer


QUESTIONS AND ANSWERS

   i 

NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERSHOLDERS

   I 

JOINT PROXY STATEMENT

   1 

Introduction

   1 

Quorum Vote Required and Manner of Voting Proxies

   2 

Revoking Proxies

   43 

TRANSAMERICA FUNDS PROPOSAL I — APPROVAL OF A NEW SUB-ADVISORY AGREEMENT

5

TRANSAMERICA SERIES TRUST PROPOSAL I — APPROVAL OF A NEW SUB-ADVISORY AGREEMENT - TRANSAMERICA JPMORGAN CORE BOND VP

   134
TRANSAMERICA SERIES TRUST PROPOSAL II — APPROVAL OF NEW SUB-ADVISORY AGREEMENT - TRANSAMERICA PIMCO TOTAL RETURN VP12 

OTHER BUSINESS

   2120 

ADDITIONAL INFORMATION

   2120 

Information about the Sub-Adviser

   2120 

Brokerage Information

   21 

ShareholderHolder Approval

   2221 

Transfer Agent and Principal Underwriter

   2221 

Custodian

   2221 

Annual and Semi-Annual Reports

   2221 

Proxy Solicitation

   22 

Principal ShareholdersHolders

   2322 

ShareholdersHolders Communications to the Boards

   2322 

ShareholdersHolders Sharing the Same Address

   23 

ShareholderHolder Proposals

   2423 

Fiscal Year

   2423 

General

   2423 

Adjournment

   2423 

Information About the FundsPortfolios

   2423 

APPENDIX  A – FORM OF INVESTMENT–INVESTMENT SUB-ADVISORY AGREEMENTSAGREEMENT

   A-1 

APPENDIX B – 5% AND 25% INTEREST OWNERSHIP

   B-1 


IMPORTANT INFORMATION FOR SHAREHOLDERSHOLDERS

Please read the full text of the enclosed joint proxy statement.

Below is a brief overview of the proposals to be voted on. Your vote is important.

QUESTIONS AND ANSWERS

 

Q.

Why am I receiving the joint proxy statement?

 

A.

As a shareholder of Transamerica Dividend Focused,holder (each, a series of Transamerica Funds, or as a shareholder of or policyowner“Holder”) who invests in Transamerica Barrow Hanley Dividend FocusedJPMorgan Core Bond VP and/or Transamerica PIMCO Total Return VP (each, a “Portfolio” and collectively, the “Portfolios”), each a series of Transamerica Series Trust (each series, a “Fund” and collectively, the “Funds”(the “Trust”), through a variable annuity contract or variable life insurance policy, (each shareholder and policyowner referred to herein as a “Shareholder”), you are being asked to vote “FOR” the following proposal(s) as applicable to your Fund(s.)Portfolio(s). Each proposal has been approved by the applicable Fund’s Board of Trustees.Trustees of the Trust.

Transamerica Funds Proposal I: Approve a New Sub-Advisory Agreement for Transamerica Dividend FocusedJPMorgan Core Bond VP (“TF Dividend Focused”Transamerica Core Bond VP”): ShareholdersHolders are being asked to vote on a new sub-advisory agreement with a new sub-adviser, Aegon AssetUSA Investment Management, UK plcLLC (“AAM”AUIM”). Transamerica Asset Management, Inc. (“TAM”) serves as investment manager to TF Dividend Focused,Transamerica Core Bond VP, and AAMAUIM is affiliated with TAM. In connection with the proposed change in sub-adviser, there would also be changes to the name, principal investment strategies, management fee schedule and sub-advisory fee schedule for TF Dividend Focused as described in this joint proxy statement. If approved by Shareholders, it is anticipated that the change in sub-adviser and related changes would occur on or about December 1, 2020. At that time, among other things, TF Dividend Focused is expected to be renamed Transamerica Sustainable Equity Income.

Transamerica Series Trust Proposal I:II: Approve a New Sub-Advisory Agreement for Transamerica Barrow Hanley Dividend FocusedPIMCO Total Return VP (“TST Dividend FocusedTransamerica Total Return VP”): ShareholdersHolders are being asked to vote on a new sub-advisory agreement with a new sub-adviser, AAM.AUIM. As noted above, AAMAUIM is affiliated with TAM, who serves as investment manager to TST Dividend FocusedTransamerica Total Return VP. In connection with

AUIM would replace both J.P. Morgan Investment Management, Inc as the proposed change in sub-adviser there would also be changes to the name, principal investment strategies, management fee schedulesTransamerica Core Bond VP and sub-advisory fee schedules for TST Dividend Focused VPPacific Investment Management Company LLC as described in this joint proxy statement. If approved by Shareholders, it is anticipated that the change in sub-adviser and related changes would occur on or about December 1, 2020. At that time, among other things, TST Dividend Focused VP is expected to be renamed Transamerica Aegon Sustainable Equity IncomeTotal Return VP.

Under the terms of the TAM’s manager of managers exemptive order, TAM may not enter into a new sub-advisory agreement with anyan affiliated sub-adviser with respect to a Portfolio without such agreement being approved by the shareholdersHolders of the fund.Portfolio.

The implementation of a proposal is not contingent upon the approval of the other proposal.

 

Q.

Who is Aegon Asset Management UK plc?AUIM?

 

A.

Aegon Asset Management UK plc (formerly, Kames Capital plc),AUIM, located at 3 Lochside Crescent, Edinburgh EH12 9SA,6300 C Street SW, Cedar Rapids, IA 52499, has been a registered investment adviser since 2017. AAM,December 2001. AUIM, an affiliate of TAM, is a wholly owned, indirect subsidiary of Aegon N.V., a Netherlands corporation and publicly traded international insurance group. As of June 30, 2020, AAMDecember 31, 2021, AUIM had approximately $44.7$135.9 billion in assets under management.

 

Q.

If shareholdersHolders approve a new sub-advisory agreement with AAM,AUIM, what changes are anticipated in connection with the change in sub-adviser for each Fund?of the Portfolios?

In connection with the proposed appointment of AAMAUIM as sub-adviser to each of TF Dividend FocusedTransamerica Core Bond VP and TST Dividend FocusedTransamerica Total Return VP, it is anticipated that TF Dividend Focused would be renamed “Transamerica Sustainable Equity Income” and TST Dividend Focused VP would be renamed “Transamerica Aegon Sustainable Equity Income VP.” Therethere would also be changes to each Fund’sPortfolio’s name, investment objective, principal investment strategies, and principal risks, and management and sub-advisory fee schedules, as noted below and further described in each proposal. These changes do not require approval by the Fund shareholders.Holders.

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Transamerica Core Bond VP. If the new new-sub-advisorysub-advisory agreement is approved AAM would implement an active strategy that generally invests in large and middle U.S. capitalization companies, focusing on those that pay dividends andwith respect to Transamerica Core Bond VP, it is anticipated that the sub-adviser views as having a favorable sustainability profile. Portfolio would be renamed “Transamerica Aegon Core Bond VP.” The Portfolio would seek to achieve maximum total return.

In pursuing each Fund’sthe Portfolio’s investment objective, AAMAUIM would, lookunder normal circumstances, invest at least 80% of the Portfolio’s net assets (plus the amount of borrowings, if any, for investment purposes) in fixed-income securities. The Portfolio’s portfolio weighted average duration would typically range from 3 to buy stocks10 years. The Portfolio would have the ability to invest up to 10% in high-yield debt securities (commonly referred to as “junk bonds”) and hold them over multi-year periodsup to 10% in an effort to benefit fromemerging market

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debt securities, but would invest no more than 15% of the compounding effects of increasing dividends.Portfolio’s net assets in high yield debt securities and emerging market debt securities combined. In addition, theAUIM, as sub-adviser, would seekbe permitted to investengage in stocks it views as having positive sustainability credentials. AAM considers stocks with positive sustainability credentials to be stocks that have been determined by AAM as likely to perform well based on environmental, social and/or governance (ESG) factors. Each Fund’s principalcertain investment strategies would no longer include the current limitation to invest only in stocks that have a consecutive 25-year history of paying cash dividends. It is also expected that each Fund’s portfolio would include a significant technology weighting whereas the Funds currently have none. involving derivatives.

If the change in sub-adviser is approved, each Fundthe Portfolio would be subject to the following additional principal risks: SustainabilityInflation risk, Focused Investing risk, DerivativesCurrency Hedging risk, LeveragingDollar Rolls risk, Emerging Markets risk, Hedging risk, High Yield Debt Securities risk, Inflation-Protected Securities risk, Loans risk, Municipal Securities risk, Repurchase Agreements risk, Sovereign Debt risk, To Be Announced Transactions risk and InvestmentsYield risk.

Transamerica Total Return VP. If the new sub-advisory agreement is approved with respect to the Transamerica Total Return VP, it is anticipated that the Portfolio would be renamed “Transamerica Aegon Bond VP.” The Portfolio would seek to provide high total return through a combination of current income and capital appreciation.

In pursuing the Portfolio’s investment objective, AUIM would invest, under normal circumstances, at least 80% of the Portfolio’s net assets (plus the amount of borrowings, if any, for investment purposes) in fixed-income securities. AUIM, as sub-adviser would normally invest at least 50% of the Portfolio’s net assets in (a) debt securities rated investment grade or higher (rated at least BBB by Affiliated FundsStandard & Poor’s or Fitch or Baa by Moody’s) by at least two rating agencies or, if unrated, are determined to be of comparable quality by AUIM; (b) securities issued or guaranteed by the U.S. government or its agencies or instrumentalities; (c) commercial paper rated Prime, Prime-1 or Prime-2 by NCO/Moody’s Commercial Paper Division, or A-1 or A-2 by Standard & Poor’s; and/or (d) cash or cash equivalents. AUIM would have the ability to invest up to 50% of the Portfolio’s assets in high yield securities (commonly referred to as “junk bonds”). The Portfolio would have the ability to invest up to 20% of its net assets in equity securities. The Portfolio would have the ability to invest in securities of any maturity and Unaffiliated Fundswould not have a target average duration.

If the change in sub-adviser is approved, the Portfolio would be subject to the following additional principal risks: Inflation risk, Bank Obligations risk, Distressed or Defaulted Securities risk, Floating Rate Loans risk, Focused Investing risk, Hedging risk, Inflation-Protected Securities risk, Loans risk, Municipal Securities risk, Sustainability and Environmental, Social and Governance (“ESG”) Considerations risk, Warrants and Rights risk and Yield risk. The Portfolio would no longer be subject to the following principal risks: Reverse Repurchase Agreements risk and Short Sales risk.

Each Portfolio. As sub-adviser to each Portfolio, AUIM research analysts would also integrate environmental, social and/or governance (“ESG”) factors within their analytical process for credit, sovereign and structured issuers alongside traditional credit metrics as a risk management tool and as a method to identify financially material ESG factors with respect to an investment by the Portfolio. Consideration of ESG matters would not be determinative in AUIM’s investment process, and AUIM may conclude that other attributes of an investment outweigh ESG considerations when making investment decisions.

 

Q.

Why am I being asked to vote on these proposals?

 

A.

You are being asked to vote as a ShareholderHolder of one or both of the Funds.Portfolios. The enclosed joint proxy statement and proxy card identify the proposal(s) you are being asked to approve. Your Fund’sPortfolio’s Board has approved the proposal, believes it is in Shareholders’Holders’ best interests and recommends you vote “FOR” the proposal with respect to your Fund.Portfolio.

 

Q.

Will my vote make a difference?

 

A.

Your vote is very important and can make a difference in the governance of your Fund,Portfolio, no matter how many shares you own orthe size of the interests you hold. Your vote can help ensure that the proposal recommended by your Fund’sPortfolio’s Board can be implemented. We encourage all ShareholdersHolders to participate in the governance of their Funds.Portfolios.

 

Q.

Who is paying for the preparation, printing and mailing of the joint proxy statement and solicitation of proxies?

 

A.

It is anticipated that the totalThe cost of preparing, printing and mailing the joint proxy statement and soliciting proxies will range from approximately $80,000 to $100,000, which cost will be borne by TAM and AAMAegon Asset Management (“AAM”), AUIM’s parent company, and not the Funds.Portfolios.

 

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Q.

Who do I call if I have questions?

 

A.

If you need more information, or have any questions about the proposals please call 1-888-233-4339 for TF Dividend Focused or1-800-851-9777 for TST Dividend Focused VP. If you have any questions about voting, please call AST Fund Solutions, LLC,Mediant Communications Inc., the Funds’Portfolios’ proxy solicitor, at 1-888-605-1956.1-888-823-1460.

 

Q.

How do I vote my interests?

 

A.

You can provide voting instructions by telephone by calling the toll-free number on the enclosed proxy card, or by computer by going to the internet address provided on the proxy card and following the instructions, using your proxy card as a guide. Alternatively, you can vote your shares or interests by signing and dating the enclosed proxy card and mailing it in the enclosed postage-paid envelope.

You may also virtually attend the Special Meetingspecial meeting(s) and vote your interests. However, even if you intend to do so, we encourage you to provide voting instructions by one of the methods described above.

 

Q:

When and where will the Special Meetingsspecial meetings be held?

 

A.

We intend to hold each Fund’s Special MeetingPortfolio’s special meeting as a virtual meeting on November 25, 2020,October 5, 2022, at 10:00 a.m. Mountain Time for TF Dividend Focused,Transamerica Core Bond VP, and at 11:00 a.m. Mountain Time for TST Dividend FocusedTransamerica Total Return VP. In light of public health concerns regarding the ongoing coronavirus (COVID-19) pandemic and taking into account related orders and guidance issued by federal, state and local governmental bodies, the Board of each FundPortfolio has determined that the respective Special Meetingspecial meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. The details on how to participate in the virtual Special Meetingsspecial meetings are included in this joint proxy statement.

 

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TRANSAMERICA FUNDS

Transamerica Dividend Focused

TRANSAMERICA SERIES TRUST

Transamerica Barrow Hanley Dividend FocusedJPMorgan Core Bond VP

Transamerica PIMCO Total Return VP

1801 California Street, Suite 5200

Denver, CO 80202

NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERSHOLDERS

Scheduled to be Held Virtually on November 25, 2020October 5, 2022

Please take notice that a Special Meetingspecial meeting of shareholders of, or, as applicable, policyownersholders (the “Holders”) investing in (together, the “Shareholders”) Transamerica Dividend Focused, a seriesone or more of Transamerica Funds,JPMorgan Core Bond VP and Transamerica Barrow Hanley Dividend FocusedPIMCO Total Return VP (each, a “Portfolio” and collectively, the “Portfolios”), each a series of Transamerica Series Trust (each series,(the “Trust”), through a “Fund” and collectively, the “Funds”), is scheduled tovariable life insurance policy or variable annuity contract, will be held as a virtual meeting on November 25, 2020,October 5, 2022 at 10:00 a.m. (Mountain Time) for Transamerica Dividend Focused,JPMorgan Core Bond VP, and on November 25, 2020,October 5, 2022 at 11:00 a.m. (Mountain Time) for Transamerica Barrow Hanley Dividend FocusedPIMCO Total Return VP (for each Portfolio a “Special Meeting” and collectively, the “Special Meetings”), to consider and vote on the following proposals:

Transamerica Funds:

I.

To approve anew sub-advisory agreement for Transamerica Dividend Focused. Shareholders are being asked to approve a new sub-advisory agreement with Aegon Asset Management UK plc (“AAM”), an affiliate of TAM; and

II.

To transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof.

Transamerica Series Trust:

 

 I.

To approve a new sub-advisory agreement for Transamerica BarrowHanley Dividend FocusedJPMorgan Core Bond VP. ShareholdersHolders of the Portfolio are being asked to approve a new sub-advisory agreement with AAM;Aegon USA Investment Management, LLC (“AUIM”), an affiliate of Transamerica Asset Management Inc. (“TAM”); and

 

 II.

To approve a new sub-advisory agreement for Transamerica PIMCO Total Return VP. Holders of the Portfolio are being asked to approve a new sub-advisory agreement with AUIM; and

III.

To transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof.

After careful consideration of theeach proposal, the Board of Trustees of each Fundthe Trust approved Proposal I for the FundTransamerica JPMorgan Core Bond VP and Proposal II for Transamerica PIMCO Total Return VP and recommends that ShareholdersHolders vote “FOR” the proposal for the Fund.applicable proposal.

Each ShareholderHolders of record of each FundPortfolio at the close of business on October 8, 2020 isJune 17, 2022 are entitled to notice of and to vote at the Fund’sPortfolio’s respective Special Meeting and any adjournments or postponements thereof.

PLEASE NOTE: In light of public health concerns regarding the ongoing coronavirus (COVID-19) pandemic and taking into account related orders and guidance issued by federal, state and local governmental bodies, the Board of Trustees of each FundPortfolio has determined that the Fund’sPortfolio’s Special Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. The details on how to participate in each virtual Special Meeting are included in this Joint Proxy Statement.

 

By Order of the Boards,Board,
/s/ Erin D. NelsonDennis P. Gallagher
Erin D. NelsonDennis P. Gallagher
Chief Legal Officer and Secretary

October 21, 2020August 4, 2022

SHAREHOLDERSHOLDERS ARE INVITED TO ATTEND THE VIRTUAL SPECIAL MEETINGS. HOWEVER, YOU MAY VOTE PRIOR TO THE SPECIAL MEETINGS BY TELEPHONE, VIA THE INTERNET OR BY RETURNING YOUR COMPLETED PROXY CARD. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.

The proxy materials will be available to review at: http://vote.proxyonline.transamerica/docs/proxy2020.pdf.www.proxypush.com/TST. A paper or email copy of the proxy materials may be obtained, without charge, by contacting the Funds’Portfolios’ proxy solicitor, AST Fund Solutions, LLCMediant Communications Inc., at 1-888-605-1956.1-888-823-1460.

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YOU CAN HELP YOUR FUND AVOID THE EXPENSE OF FURTHER PROXY SOLICITATION BY PROMPTLY VOTING YOUR SHARES OR INTERESTS USING ONE OF THREE CONVENIENT METHODS: (A) BY CALLING THE TOLL-FREE NUMBER AS DESCRIBED IN THE ENCLOSED PROXY CARD; (B) BY ACCESSING THE INTERNET WEBSITE AS DESCRIBED IN THE ENCLOSED PROXY CARD; OR (C) BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

 

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TRANSAMERICA FUNDS

Transamerica Dividend Focused

TRANSAMERICA SERIES TRUST

Transamerica Barrow Hanley Dividend FocusedJPMorgan Core Bond VP

Transamerica PIMCO Total Return VP

1801 California Street, Suite 5200

Denver, CO 80202

JOINT PROXY STATEMENT

Introduction

This Joint Proxy Statementjoint proxy statement (“Joint Proxy Statement”) is furnished in connection with the solicitation of proxies by the BoardsBoard of Trustees (the “Board” and each member of a Board, a “Board Member”) of Transamerica Dividend Focused (“TF Dividend Focused”), a series of Transamerica FundsJPMorgan Core Bond VP (“Transamerica Funds”Core Bond VP”), and Transamerica Barrow Hanley Dividend FocusedPIMCO Total Return VP (“TST Dividend FocusedTransamerica Total Return VP”), each a series of Transamerica Series Trust (“TST”Trust”) (each, a “Fund”“Portfolio” and, collectively, the “Funds”“Portfolios”). The proxies are being solicited for use at a special meeting of shareholders of, or, as applicable, policyownersholders (the “Holders”) investing in (together, the “Shareholders”), each FundPortfolio to be held as a virtual meeting on November 25, 2020,October 5, 2022, at 10:00 a.m. (Mountain Time) for Transamerica Dividend Focused,Core Bond VP, and on November 25, 2020,October 5, 2022, at 11:00 a.m. (Mountain Time) for Transamerica Barrow Hanley Dividend FocusedTotal Return VP (for each Fund,Portfolio, a “Special Meeting” and collectively, the “Special Meetings”), and at any and all adjournments or postponements thereof.of the Special Meetings. The Special Meetings will be held for the purposes set forth in the accompanying Notice of Special Meetings of Shareholders.Holders.

The Board of each of Transamerica Funds and TST, eachthe Trust, an open-end management investment company that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), has determined that the use of this Joint Proxy Statement for each Fund’sPortfolio’s Special Meeting is in the best interests of each FundPortfolio and its respective ShareholdersHolders in light of the similar matters being considered and voted on by the ShareholdersHolders with respect to each of the Funds.Portfolio. This Joint Proxy Statement and the accompanying materials are being first mailed by the BoardsBoard to ShareholdersHolders of each FundPortfolio on or about October 23, 2020.August 8, 2022.

PLEASE NOTE: The Special Meetings will be held virtually over the internet. To attend, vote, and submit any questions at the Special Meetings, please register at attendameeting@astfinancial.com.register.proxypush.com/TST.

In order for beneficial owners of shares registered in the name of a broker, bank, or other nominee to attend, participate, and vote at the virtual Special Meetings, you must first obtain a legal proxy from the relevant broker, bank, or other nominee and then register your attendance ahead of the applicable Special Meeting at attendameeting@astfinancial.com.

Each of Transamerica Funds and TSTThe Trust is organized as a Delaware statutory trust. TST Dividend FocusedTransamerica Core Bond VP and Transamerica Total Return VP, each a series of TST, isthe Trust, are offered to variable annuity and variable life insurance separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies and to certain asset allocation portfolios. Though theThe only shareholders of TST Dividend FocusedTransamerica Core Bond VP and Transamerica Total Return VP are the insurance company separate accounts and the asset allocation portfolios, but as a Holder you invest in one or more of the separate accounts and policyownersyou are being asked to give instructions to your insurance company as to how to vote on your behalf. Holders are not shareholders of the Fund,Portfolios, but for ease of reference shareholders and policyownersHolders are sometimes collectively referred to in this Joint Proxy Statement as “Shareholders,“Holders” or “shareholders,” and the shares or beneficial interests that they hold in the FundsPortfolios are sometimes referred to as “interests.”

In certain cases, for ease of comprehension, the term “Fund”“Portfolio” is used in this Joint Proxy Statement where it may be more precise to refer to the Trust of which the Fundeach Portfolio is a series.

You are being asked to vote at the Special Meeting of each FundPortfolio in which you held interests as of the close of business on October 8, 2020June 17, 2022 (the “Record Date”). Each ShareholderHolder of record of a FundPortfolio at the close of business on the Record Date is entitled to one vote for each dollar of net asset value of the FundPortfolio represented by the Shareholder’sHolder’s shares of the applicable FundPortfolio (with proportional fractional votes for fractional shares). The net assets and total number of shares of each FundPortfolio outstanding and the net assetsasset value per share of each FundPortfolio at the close of business on the Record Date were as follows:

Transamerica Core Bond VP

Class Net Assets ($) Total Shares Outstanding Net Asset Value Per Share

Initial

 $123,427,995.99 10,932,260.24 $11.29

Service

 $304,299,382.59 25,022,035.09 $12.16

Transamerica Total Return VP

Class Net Assets ($) Total Shares Outstanding Net Asset Value Per Share

Initial

 $872,925,931.06 90,069,294.32 $9.69

Service

 $608,019,250.96 63,469,704.71 $9.58

 

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TF Dividend Focused

 

Class

  Net Assets ($)  Total Shares Outstanding  Net Asset Value Per Share
 

A

  $74,165,689.38  10,180,649.16  $7.28
 

C

  $2,842,749.23  391,820.43  $7.26
 

I

  $7,957,209.04  1,093,104.70  $7.28
 

I2

  $447,101,577.01  61,395,686.75  $7.28
 

R1*

  $0  0  $0
 

R6

  $4,847,547.81  666,095.84  $7.28
 

T2*

  $0  0  $0

* Class R1 and Class T2 shares of the Fund are not currently offered to investors.

TST Dividend Focused VP

 

Class

  Net Assets ($)  Total Shares Outstanding  Net Asset Value Per Share
 

Initial

  $414,476,640.98  25,866,719.01  $16.02
 

Service

  $213,061,888.29  13,266,342.58  $16.06

The FundPortfolio(s) with respect to which your vote is being solicited is named on the proxy card included with this Joint Proxy Statement. If you have the right to vote with respect to more than one FundPortfolio as of the Record Date, you may receive more than one proxy card. Please sign, date and return each proxy card, or if you prefer to provide voting instructions by telephone or over the internet, please vote on the proposal with respect to each applicable Fund.Portfolio. If you vote by telephone or over the internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s). This code is designed to confirm your identity, provide access to the voting sites and confirm that your voting instructions are properly recorded.

All properly executed proxies received prior to a Fund’sPortfolio’s Special Meeting will be voted at that Special Meeting. On the matters coming before each Special Meeting as to which a holderHolder has specified a choice on that holder’sHolder’s proxy, the holder’sHolder’s shares will be voted accordingly. If a proxy is properly executed and returned and no choice is specified with respect to one or more proposal, the shares will be voted “FOR” each such proposal. The duly appointed proxies may, in their discretion, vote upon such other matters as may properly come before the Special Meetings.

ShareholdersHolders who execute proxies or provide voting instructions by telephone, mail, or the internet may revoke them with respect to any or all proposals at any time before a vote is taken on a proposal at a Special Meeting by filing with the applicable FundPortfolio a written notice of revocation (addressed to the Secretary at the principal executive offices of the FundPortfolio at the address above), by delivering a duly executed proxy bearing a later date or by attending and voting at the applicable Special Meeting, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending a Special Meeting, however, will not revoke any previously executed proxy. If you hold your shares through a bank or other intermediary or if you are the holder of a variable annuity contract or variable life insurance policy (as discussed below), please consult your bank or intermediary or your participating insurance company regarding your ability to revoke voting instructions after such instructions have been provided.

Quorum, Vote Required and Manner of Voting Proxies

Quorum

A quorum of ShareholdersHolders of a FundPortfolio is required to take action at the Fund’sPortfolio’s Special Meeting. For the purposes of taking action on Proposal I for each Fund, Shareholdersand Proposal II, Holders entitled to vote and present at the Special Meeting or by proxy representing at least thirty percent (30%) of the voting power of the Fundrespective Portfolio shall constitute a quorum at a Special Meeting.

Votes cast at each Special Meeting will be tabulated by the inspectors of election appointed for each Special Meeting. The inspectors of election will determine whether or not a quorum is present at the Special Meetings. The inspectors of election will treat abstentions as present for purposes of determining a quorum.

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In the absence of a quorum, a Special Meeting may be adjourned by the motion of the person presiding at the Special Meeting. If a quorum is present but sufficient votes to approve a proposal are not received, a Special Meeting may be adjourned by the affirmative vote of a majority of the shares present at the Special Meeting or represented by proxy at the Special Meeting. The persons named as proxies may, at their discretion, vote those proxies in favor of an adjournment of a Special Meeting. A vote may be taken on any proposal prior to any such adjournment if sufficient votes have been received.

Vote Required

The approval of Proposal Ia proposal for each Funda Portfolio requires the vote of a “majority of the outstanding voting securities” of the FundPortfolio within the meaning of the 1940 Act, which is defined as the affirmative vote of the lesser of (a) 67% or more of the voting power of the voting securities of the FundPortfolio that are present or represented by proxy at the Special Meeting if holders of shares representing more than 50% of the voting power of the outstanding voting securities of the FundPortfolio are present or represented by proxy, or (b) more than 50% of the voting power of the outstanding securities of the Fund.

If applicable, any abstentions or broker non-votes would effectively be treated as votes “AGAINST” Proposal I. “Broker non-votes” are shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter. Please note that broker non-votes are not expected with respect to Proposal I because brokers are required to receive instructions from the beneficial owners or persons entitled to vote in order to submit proxies on such a matter.Portfolio.

The following table shows how FundPortfolio shares will be treated for the purposes of quorum and voting requirements.

 

Shares  Quorum  Voting

In General

  

All shares “present” at the meeting or by proxy are counted toward a quorum.

  

Shares “present” at the meeting will be voted at the meeting. Shares present by proxy will be voted in accordance with instructions.

Signed Proxy with No-Voting Instruction (other than Broker Non-Vote)

  

Considered “present” at the meeting for purposes of quorum.

  

Voted “for” Proposal I.the proposal.

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Broker Non-Vote (where the underlying beneficial owner or person entitled to vote had not voted and the broker or nominee does not have authority to vote the shares on the matter)Shares  Because Proposal I is considered a non-routine matter, broker non-votes are not counted towards establishing a quorumQuorumVoting

Vote to Abstain

Considered “present” at the meeting.meeting for purposes of quorum.

  Broker non-votes

Abstentions do not count as a vote “for” Proposal Ia proposal and have the same effect as a vote “against” the Proposal. Please note that broker non-votes are not expected with respect to Proposal I to be voted on because brokers are required to receive instructions from the beneficial owners or persons entitled to vote in order to submit proxies on the matter.

Vote to AbstainConsidered “present” at the meeting for purposes of quorum.Abstentions do not count as a vote “for” Proposal I and have the same effect as a vote “against” the Proposal.proposal.

Manner of Voting

If you hold your shares directly (not through a broker-dealer, bank, insurance company or other intermediary), and if you return a signed proxy card that does not specify how you wish to vote on a proposal, your shares will be voted “FOR” Proposal I with respect to your Fund.

The Funds expect that, before the Special Meetings, broker-dealer firms holding shares of a Fund in “street name” for their customers will request voting instructions from their customers and beneficial owners. The New York Stock Exchange (the “NYSE”) takes the position that a broker-dealer that is a memberInterests of the NYSE and that has not received instructions from a customer or client prior to the date specified in the broker-dealer firm’s request for voting instructions may not vote such customer or client’s shares with respect to non-routine proposals, including Proposal I.

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If you hold shares in a Fund through a bank or other financial institution or intermediary (called a service agent) that has entered into a service agreement with the Fund or the distributor of the Fund, the service agent may be the record shareholder of your shares. At the Special Meetings, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by a beneficial Shareholder that does not specify how the beneficial Shareholder’s shares should be voted on the Proposal may be deemed an instruction to vote such shares in favor of the Proposal. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares for which it has not received specific voting instructions from its customers in the same proportion as other shareholders with similar accounts that have submitted voting instructions to the service agent. This practice is commonly referred to as “proportional voting” or “echo voting.” Shareholders should consult their service agent for more information.

In the case of TST Dividend Focused VP, the interests in whichPortfolios are not offered directly to the public but are sold only sold to certain asset allocation portfolios and(1) insurance companies and their separate accounts as the underlying investment medium for Holders as owners of variable annuity contracts and variable life policies (collectively, the “Policies”) (including, and (2) certain asset allocation portfolios that are series of the Trust (the “Asset Allocation Portfolios”). As such, Transamerica Life Insurance Company (“TLIC”) and Transamerica Financial Life Insurance Company Inc.(“TFLIC”) (collectively, the “Insurance Companies”)) to fund and the Policies, ownershipAsset Allocation Portfolios are the only shareholders of the interests is legally vestedinvestment portfolios offered by the Trust. The Insurance Companies each offer the opportunity to invest in the separate accounts. It is the Fund’s understanding, that thePortfolios through their respective products.

The Insurance Companies will vote shares held by these separate accounts in a manner consistent with voting instructions timely received from the ShareholdersHolders of the Policies used to fund the accounts. A signed proxy card or other authorization by a ShareholderHolder that does not specify how the Shareholder’sHolder’s interest should be voted mayon a proposal will be deemed an instruction to vote such interest in favor of the applicable proposal.

The Insurance Companies will use proportional voting to vote interestsshares held by separate accounts for which no timely instructions are received from Shareholdersthe Holders of the Policies. It is the Fund’s understanding, that theThe Insurance Companies do not require that a specified number of owners of the Policies submit voting instructions before the Insurance Companies will vote the interests inshares of the FundPortfolios held by their registeredits separate accounts at the Special Meetings. As a result, a small number of ownersHolders of the Policies could determine how the Insurance Companies vote, if other ownersHolders fail to vote. Other participating insurance companies may follow similarIn addition, TAM, the Insurance Companies and their affiliates will use proportional voting procedures.to vote any shares held by TAM, the Insurance Companies or their affiliates for their own account.

If you beneficially own shares that are held in “street name” through a broker-dealerA signed proxy card or that are held of recordother authorization by a service agent, or if you holdbeneficial owner of shares throughin a Policy, and you doPortfolio that does not provide specific voting instructions for yourspecify how the beneficial owner’s shares they may notshould be voted at all or,on a proposal will be deemed an instruction to vote such shares in favor of the applicable proposal(s).

Proxy voting authority with respect to each of the Portfolio’s shares held by the applicable Asset Allocation Portfolios is retained by TAM. Consistent with TAM’s Proxy Voting Policies and Procedures, TAM will vote the shares of underlying Portfolios held by the relevant Asset Allocation Portfolios in accordance with the recommendation from the Board of Trustees of those Asset Allocation Portfolios (which is the same Board as described above, they maythe Board of Trustees of the Portfolios). The Board of Trustees has recommended that shares of each Portfolio held by those Asset Allocation Portfolios be voted in a manner that you may not intend. In particular, failurefavor of the applicable proposal(s). Therefore, in accordance with this recommendation, shares of each Portfolio held by the relevant Asset Allocation Portfolios will be voted in favor of the applicable proposal(s). As of the Record Date, Transamerica Core Bond VP had net assets of $427,727,379, with $65,698,925 of those net assets attributable to vote may not be an effective waythe relevant Asset Allocation Portfolios, collectively. As of the Record Date, Transamerica Total Return VP had net assets of $1,480,945,182, with $689,676,171 of those net assets attributable to oppose a Proposal. Therefore, you are strongly encouraged to give your broker-dealer, service agent or participating insurance company specific instructions as to how you want your shares to be voted.the relevant Asset Allocation Portfolios, collectively.

If you need more information or have any questions about the Proposals, please call 1-888-233-4339 for Transamerica Dividend Focusedproposals or1-800-851-9777 for TST Dividend Focused VP. If you have any questions about voting, please call AST Fund Solutions, LLC, the Funds’Portfolios’ proxy solicitor, Mediant Communications Inc., at 1-888-605-1956.1-888-823-1460.

Revoking Proxies

Each Fund ShareholderHolder signing and returning a proxy has the power to revoke it at any time before it is exercised:

 

By filing a written notice of revocation with the Secretary of the Trust;

 

By returning a duly executed proxy bearing a later date;

 

By voting by telephone or over the Internet at a later date; or

 

By attending a Special Meeting and voting at the Special Meetingmeeting and giving oral notice of revocation to the chairman of the Special Meeting.meeting.

However, attendance at the Special Meetings,meeting, by itself, will not revoke a previously executed and returned proxy.

If a Holder holds Portfolio shares through a bank or other intermediary, the bank or intermediary should be consulted regarding the shareholder’s ability to revoke voting instructions after such instructions have been provided.

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3


TRANSAMERICA FUNDSSERIES TRUST PROPOSAL I — APPROVAL OF A NEW INVESTMENT SUB-ADVISORY AGREEMENT

TRANSAMERICA DIVIDEND FOCUSEDJPMORGAN CORE BOND VP

To approve a new sub-advisory agreement with Aegon AssetUSA Investment Management, UK plcLLC (“AAM”AUIM”) (to be voted on by ShareholdersHolders of Transamerica Dividend Focused)JPMorgan Core Bond VP).

This Proposal I is to be voted on by ShareholdersHolders of Transamerica Dividend FocusedJPMorgan Core Bond VP (for purposes of this proposal, the “Fund”“Portfolio”), a series of Transamerica FundsSeries Trust (for purposes of this proposal, the “Trust”).

At the Special Meeting, ShareholdersHolders will be asked to approve a new sub-advisory agreement (the “New TFCore Bond Sub-Advisory Agreement”) between Transamerica Asset Management, Inc. (“TAM”), the Fund’sPortfolio’s investment manager, and AAM,AUIM, the Fund’sPortfolio’s proposed new sub-adviser. AAMAUIM is an affiliate of TAM. In connection with the proposed change of sub-adviser, there would be changes to the name, investment objective, principal investment strategies, principal risks, management fee schedules and sub-advisory fee schedules for the Fund,Portfolio, as discussed further below. TAM will continue to serve as the Fund’sPortfolio’s investment manager.

Currently, Barrow, Hanley, Mewhinney & Strauss, LLCJ.P. Morgan Investment Management Inc. (“Barrow Hanley”JPMorgan”) serves as the sub-adviser to the FundPortfolio and is a party to an investment sub-advisory agreement with TAM with respect to the FundPortfolio (the “Current TFCore Bond Sub-Advisory Agreement”). Under the Current TFCore Bond Sub-Advisory Agreement, dated November 10, 2017,May 1, 2002, as amended, Barrow HanleyJPMorgan provides sub-advisory services to the FundPortfolio in a manner consistent with the terms of the Current TFCore Bond Sub-Advisory Agreement and the investment objective, strategies and policies of the Fund.Portfolio. The Current TFCore Bond Sub-Advisory Agreement was last approved by the Trust’s Board on June 1715 and 18, 20201.16, 2022.

A general description of the proposed New TFCore Bond Sub-Advisory Agreement is included below. The terms of the New TFCore Bond Sub-Advisory Agreement are substantially similar to those of the Current TFCore Bond Sub-Advisory Agreement it replaces.would replace. The Trust’s Board approved the New TFCore Bond Sub-Advisory Agreement at a virtual meeting held on August 5June 15 and 6, 20201. Shareholder16, 2022. Holder approval of the New TFCore Bond Sub-Advisory Agreement must also be obtained, and the Board has authorized seeking such approval. The form of the New TFCore Bond Sub-Advisory Agreement is included in Appendix A.

The Fund’sPortfolio’s investment management agreement dated March 1, 2016, as amended, with TAM, a Florida corporation located at 1801 California Street, Suite 5200, Denver, CO 80202, was last approved by ShareholdersHolders on December 21, 2012 when certain changes were made to standardize terms across all the investment management agreements for funds in the Transamerica fund complex. The Board last approved the Fund’sPortfolio’s investment management agreement with TAM on June 1715 and 18, 20201.16, 2022. TAM is directly owned by Transamerica Life Insurance Company (“TLIC”) (77%) and AUSA Holding, LLC (“AUSA”) (23%), both of which are indirect, wholly owned subsidiaries of Aegon NV.N.V. TLIC is owned by Commonwealth General Corporation (“Commonwealth”). Commonwealth and AUSA are wholly owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is wholly owned by The Aegon Trust, which is wholly owned by Aegon International B.V., which is wholly owned by Aegon NV,N.V., a Netherlands corporation and a publicly traded international insurance group.

Pursuant to the investment management agreement, TAM is responsible for providing continuous and regular investment management services, including management and supervision of the Fund’sPortfolio’s investments and investment program, and providing supervisory, compliance and administrative services to the Fund.Portfolio. TAM is authorized to enter into contracts with one or more sub-advisers to perform certain duties of TAM under the investment management agreement. TAM has recommended, and the Board has approved (subject to ShareholderHolder approval), the appointment of AAMAUIM as a new sub-adviser to the Fund,Portfolio, replacing Barrow Hanley.JPMorgan. TAM willwould oversee AAMAUIM and monitor its buying and selling of portfolio securities, its management services and its investment performance. TAM is paid investment management fees for its service as investment manager to the Fund.Portfolio. The management fee is calculated based on the average daily net assets of the Fund.Portfolio. The FundPortfolio paid TAM $3,860,809$2,341,428 in management fees after waivers, reimbursements and recaptures for the fiscal year ended OctoberDecember 31, 2019.2021. If this Proposal I is approved, TAM, not the Fund,Portfolio, will pay AAMAUIM a sub-advisory fee out of the investment management fee it receives from the Fund. It is anticipated that the Fund’s total operating expenses will be lower.Portfolio.

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Consistent with exemptive orders of the Securities and Exchange Commission (“SEC”) (Investment Company Act Rel. Nos. 33817 (March 13, 2020), 33824 (March 25, 2020) and 33897 (June 19, 2020)), the Board meeting was not held in person and was instead conducted by means of communication that allowed all Trustees participating to hear each other simultaneously during the meeting due to circumstances related to current or potential effects of COVID-19.

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TAM acts as a manager of managers for the FundPortfolio pursuant to an exemptive order from the SEC (Release IC- 23379 dated August 5, 1998). That exemptive order permits TAM, subject to certain conditions, and without the approval of shareholders, to employ a new unaffiliated sub-adviser for a fund pursuant to the terms of a new investment sub-advisory agreement, either as a replacement for an existing sub-adviser or as an additional sub-adviser. Under the terms of the exemptive order, TAM may not enter into a new sub-advisory agreement with AAM,AUIM, an affiliate of TAM, without such agreement being approved by the ShareholdersHolders of the Fund.Portfolio. This is the reason that ShareholderHolder approval of this Proposal I is being sought.

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The appointment of AAMAUIM is not expected to result in any material changes in the nature or the level of investment management services provided to the FundPortfolio by TAM. TAM will continue to provide investment management services to the Fund,Portfolio, including, among other things: the design, development and ongoing review and evaluation of the Fund,Portfolio, its investment strategy, compliance program, valuation process and proxy voting process; the ongoing oversight and analysis of portfolio trading and risk management; preparation of the Fund’sPortfolio’s prospectus and other disclosure materials; and the ongoing oversight and monitoring of AAM.AUIM.

No officer or Board Member of the Trust is a director, officer or employee of AAM.AUIM. No officer or Board Member of the Trust, through the ownership of securities or otherwise, has any other material direct or indirect interest in AAMAUIM or any other person controlling, controlled by or under common control with AAM.AUIM. Since the Record Date, none of the Board Members of the Trust have had any material interest, direct or indirect, in any material transactions, or in any material proposed transactions, to which AAMAUIM or any of its affiliates was or is to be a party.

In connection with the proposed appointment of AAMAUIM as sub-adviser, the Portfolio would be renamed “Transamerica Aegon Core Bond VP” and there would be changes to the Fund’sPortfolio’s investment objective, principal investment strategies and principal risks. If the newNew Core Bond sub-advisorySub-Advisory agreementAgreement is approved, AAMAUIM would implement an active strategy for the Portfolio that generally invests in large and middle U.S. capitalization companies, focusing on those that pay dividends and that the sub-adviser views as having a favorable sustainability profile.seeks to achieve maximum total return. In pursuing the Fund’sPortfolio’s investment objective, AAMAUIM would lookinvest, under normal circumstances, at least 80% of the Portfolio’s net assets in fixed-income securities. AUIM would normally invest primarily in investment grade debt securities. The Portfolio’s weighted average duration would typically range from 3 to buy stocks and hold them over multi-year periods in an effort to benefit from the compounding effects of increasing dividends.10 years. In addition, the sub-adviser would seekhave the ability to invest up to 10% of the Portfolio’s net assets in stocks it viewshigh yield debt securities and up to 10% in emerging market debt securities, but no more that 15% of the Portfolio’s net assets would be invested in emerging market debt securities and high yield debt securities combined. AUIM, as having positive sustainability credentials.sub-adviser, would also be permitted to engage in certain investment strategies involving derivatives.

AAM considers stocks with positive sustainability credentials to be stocks that have been determined by AAM as likely to perform well based onAUIM’s research analysts also integrate environmental, social and/orand governance (ESG) factors. The Fund’s investment universe is defined by the sub-adviser’s Responsible Investing team, which consists of employees(“ESG”) matters within their analytical process for credit, sovereign and structured issuers alongside traditional credit metrics as a risk management tool and as a method to identify financially material ESG factors and arrive at an independent, comprehensive view of the sub-adviserinvestment. Consideration of ESG matters is subjective and affiliated entities within the global Aegon Asset Management organization, who have responsible investing expertise. AAM uses both proprietary exclusionary screening and fundamentalnot determinative in AUIM’s investment process. AUIM may conclude that other attributes of an investment outweigh ESG research carried out by the Responsible Investing team in an effort to ensure that stocks that are assessed by the team as scoring poorly on ESG factors (for example having a negative impact on the environment or producing products that cause harm to people, such as tobacco or weapons) are excluded from the Fund’s investible universe. In addition, the process seeks to identify stocks that are viewed by the Responsible Investing team asconsiderations when making a positive contribution to ESG factors, for example a utility company involved in the generation of renewable energy or a healthcare company providing treatment for a serious disease.investment decisions.

If AAM is approved as the Fund’s sub-adviser, the Fund’s principal investment strategies would no longer include the current limitation to invest only in stocks that have a consecutive 25-year history of paying cash dividends. It is also expected that the Fund’s portfolio would include a significant technology weighting whereas the Fund currently has none. If the change in sub-adviser is approved, the FundPortfolio would be subject to the following additional principal risks: SustainabilityInflation risk, Focused Investing risk, DerivativesCurrency Hedging risk, LeveragingDollar Rolls risk, Emerging Markets risk, Hedging risk, High Yield Debt Securities risk, Inflation-Protected Securities risk, Loans risk, Municipal Securities risk, Repurchase Agreements risk, Sovereign Debt risk, To Be Announced Transactions risk and Investments by Affiliated FundsYield risk.

The changes to the Portfolio that would be made in connection with the proposed change in sub-adviser are further described in a supplement to the Portfolio’s prospectus and Unaffiliated Funds risk.

AAM has asset management capabilities in sustainable investing,summary prospectus mailed with this proxy statement, as well as large value, dividend-focused investing, and a depththe Portfolio’s Statement of research and management staff and resources that will enable it to implement the proposed investment strategies of the Fund. AAM will utilize the expertise of its portfolio managers while leveraging the experience, scale, depth of talent and institutional resources of AAM.Additional Information, each dated August 4, 2022.

In connection with the proposed appointment of AAMAUIM as sub-adviser, it is expected that there would be extensive purchases and sales of portfolio holdings to align the FundPortfolio with its revisedchanged investment strategies. This repositioning of the FundPortfolio may have a negative impact on performance by increasing brokerage commissions and/or other transaction costs, and may generate greater amounts of net short-term capital gains, which, for shareholders holding shares in taxable accounts, would generally be subject to tax at ordinary income tax rates upon distribution.costs.

Based on AAM’sAUIM’s experience in both dividend and sustainability investing,TAM’s desire to engage a sub-adviser with strong research and management capabilities across the fixed income spectrum and with the ability to implement the revised investment strategies of the Portfolio, among other things, TAM recommended to the Board that AAMAUIM be appointed as the Fund’sPortfolio’s new sub-adviser and the Board has approved AAM’sAUIM’s appointment, subject to ShareholderHolder approval.

If approved by Shareholders,Holders, the change in sub-adviser and related changes are anticipated to become effective on or about DecemberNovember 1, 2020. At that time, TAM would file new prospectuses and summary prospectuses for the Fund to reflect the Fund’s new name, new sub-adviser, new management fee and sub-advisory fee schedules, new principal investment strategies and principal risks (as described below). In addition, the Fund’s statement of additional information, dated March 1, 2020, as amended and restated on July 31, 2020, will also be revised to reflect applicable changes.2022.

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General Comparison of Sub-Advisory Agreements

Set forth below is a general description of certain terms of the New TFCore Bond Sub-Advisory Agreement and a comparison with the terms of the Current Core Bond Sub-Advisory Agreement. A copy of the form of New TFCore Bond Sub-Advisory Agreement is attached to this Joint Proxy Statement as Appendix A, and you should refer to Appendix A for the complete terms of the New TFCore Bond Sub-Advisory Agreement.

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Investment ManagementSub-Advisory Services.Under the terms of the New TFCore Bond Sub-Advisory Agreement, subject to the supervision of the Trust’s Board and TAM, AAMAUIM will manage the investment and reinvestment of the portfolio assets of the Fund,Portfolio, all without prior consultation with TAM, subject to and in accordance with the investment objective and policies of the FundPortfolio set forth in the Fund’sPortfolio’s current prospectus and statement of additional information, as may be amended from time to time, and any written instructions which TAM or the Fund’sPortfolio’s Board may issue from time-to-time in accordance therewith. In pursuance of the foregoing, AAMAUIM will make all determinations with respect to the purchase and sale of portfolio securities and takes such action necessary to implement the same. AAMAUIM shall render regular reports as to the Trust’s Board of Trustees and TAM concerning the investment activities of the Fund.Portfolio. The Current TFCore Bond Sub-Advisory Agreement addresses the services to be provided in a similar manner.

The New TFCore Bond Sub-Advisory Agreement provides that AAMAUIM will place orders for the purchase and sale of portfolio securities with the issuer or with such broker-dealers who provide brokerage services to the FundPortfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to AAM,AUIM, or to any other FundPortfolio or account over which AAMAUIM or its affiliates exercise investment discretion. The New TFCore Bond Sub-Advisory Agreement also provides that, subject to such policies and procedures as may be adopted by the Board and officers of the Fund, AAMPortfolio, AUIM may pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, in such instances where AAMAUIM has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage services provided by such broker or dealer, viewed in terms of either that particular transaction or AAM’sAUIM’s overall responsibilities with respect to the FundPortfolio and to other portfolios and clients for which AAMAUIM exercises investment discretion. The Trust’s Board may adopt policies and procedures that modify and restrict AAM’sAUIM’s authority regarding the execution of the Fund’sPortfolio’s portfolio transactions. The Current TFCore Bond Sub-Advisory Agreement contains similar provisions.

The New TFCore Bond Sub-Advisory Agreement states that in connection with the placement of orders for the execution of portfolio transactions of the Fund, AAMPortfolio, AUIM shall create and maintain all necessary records in accordance with applicable laws, rules and regulations. All records shall be the property of the FundPortfolio and shall be available for inspection and use by the SEC, the Fund,Portfolio, TAM or any person retained by the FundPortfolio at reasonable times. Where applicable, such records shall be maintained by AAMAUIM for the periods and in the places required by applicable recordkeeping rules under the 1940 Act. The Current TFCore Bond Sub-Advisory Agreement containedcontains similar provisions.

The New TFCore Bond Sub-Advisory Agreement further provides that, unless TAM advises the sub-adviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the sub-adviser will exercise voting rights incident to any securities purchased with, or comprising a portion of, the allocated assets in accordance with the sub-adviser’s proxy voting policies and procedures without consultation with TAM or the Fund.Portfolio. The New TF Core Bond Sub-Advisory Agreement further provides that the sub-adviser will furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. The Current TFCore Bond Sub-Advisory Agreement also containsdoes not contain these provisions.

The New TFCore Bond Sub-Advisory Agreement provides that the sub-adviser will monitor the security valuations of the assets allocated to it and that if the sub-adviser believes that the carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the sub-adviser will notify TAM promptly. In addition, the sub-adviser will be available to consult with TAM in the event of a pricing problem and to participate in the Fund’sPortfolio’s valuation committee meetings. The Current TFCore Bond Sub-Advisory Agreement also containsdoes not contain these provisions.

The New TFCore Bond Sub-Advisory Agreement requires that AAM,AUIM, at its expense, supply the Board, the officers of the Trust and TAM with all information and reports reasonably required by them and reasonably available to AAMAUIM relating to the services provided pursuant to the New TFCore Bond Sub-Advisory Agreement, including such information that the Fund’sPortfolio’s Chief Compliance Officer reasonably believes necessary for compliance with Rule 38a-1 under the 1940 Act. The Current TFCore Bond Sub-Advisory Agreement also contains suchsimilar provisions.

Sub-Advisory Fees. Under both the Current TFCore Bond Sub-Advisory Agreement and the New TFCore Bond Sub-Advisory Agreement, TAM pays the sub-adviser a fee out of the investment management fee TAM receives from the Fund.Portfolio. Fees paid to Barrow HanleyJPMorgan during the Fund’sPortfolio’s most recent fiscal year ended OctoberDecember 31, 20192021 were $995,008.$572,349. The proposed investment management and sub-advisory fees for the FundPortfolio would, based on the Portfolio’s net assets as of February 28, 2022, result in a nominal net annual decreaseincrease in investment management fees of the Portfolio retained by TAM. In conjunction with the proposed sub-adviser change, the investment management fee schedule for the FundPortfolio would be lower.lower at the Portfolio’s current asset level. Please see additional information under “Management Fees” below.

7


Under the New TFCore Bond Sub-Advisory Agreement, if approved, TAM (not the Fund)Portfolio) will pay AAMAUIM sub-advisory fees, according to the following schedule, for its services with respect to the Fund’sPortfolio’s average daily net assets on an annual basis:

0.20%0.12% of the first $200 million$1 billion

0.15% over $200 million up to $500 million

0.13%0.05% in excess of $500 million$1 billion

6


The average daily net assets for purposes of calculating the sub-advisory fees will be determined on a combined basis with the following: (1) the portion of the assets of Transamerica Barrow Hanley Dividend Focused VP.Multi-Managed Balanced VP that is sub-advised by AUIM, a series of the Trust; (2) Transamerica Intermediate Bond and the portion of the assets of Transamerica Balanced II and Transamerica Multi-Managed Balanced that are sub-advised by AUIM, each a series of Transamerica Funds; and (3) the portion of the assets of Balanced Ret Opt and Bond Ret Opt, each separately managed accounts of Transamerica Life Insurance Company that are advised by AUIM (the “Other AUIM Intermediate Bond Funds and Accounts”). The aggregation of the assets of the Portfolio with the assets of the Other AUIM Intermediate Bond Funds and Accounts for purposes of calculating the sub-advisory fees for the Other AUIM Intermediate Bond Funds and Accounts, based on net assets as of February 28, 2022, is estimated to result in an increase in the net investment management fees retained by TAM for the applicable TAM-managed funds.

Under the Current TFCore Bond Sub-Advisory Agreement, TAM (not the Fund)Portfolio) pays Barrow HanleyJPMorgan sub-advisory fees according toof 0.11% of the following schedule, for its services with respect to the Fund’sPortfolio’s average daily net assets on an annual basis:

0.30% of the first $200 million

0.20% over $200 million up to $500 million

0.15% in excess of $500 millionbasis for its services.

Payment of Expenses. The New TFCore Bond Sub-Advisory Agreement requires the sub-adviser to pay all expenses incurred by it in the performance of its duties under the Agreement and requires TAM to pay all expenses incurred by it in the performance of TAM’s duties under the Agreement. Under the New TFCore Bond Sub-Advisory Agreement, the FundPortfolio will bear all expenses not expressly assumed by TAM or the sub-adviser incurred in the operation of the FundPortfolio and the offering of its shares. The operating expenses of the FundPortfolio are expected to decrease as a result of entering into the New TFCore Bond Sub-Advisory Agreement.

Conflicts of Interest. The New TFCore Bond Sub-Advisory Agreement provides that the sub-adviser will not deal with itself, or with members of the Fund’sPortfolio’s Board or any principal underwriter of the Fund,Portfolio, as principals or agents in making purchases or sales of securities or other property for the account of the Fund,Portfolio, nor will it purchase any securities from an underwriting or selling group in which the sub-adviser or its affiliates is participating, or arrange for purchases and sales of securities between the FundPortfolio and another account advised by the sub-adviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the FundPortfolio from time to time. The New TFCore Bond Sub-Advisory Agreement specifically provides that personnel of the sub-adviser may nonetheless engage in any other business or devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature. In addition, the sub-adviser may engage in any other business or render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. The New TFCore Bond Sub-Advisory Agreement also provides that if the purchase or sale of securities consistent with the investment policies of the FundPortfolio or one or more other accounts of the sub-adviser are considered at or about the same time, transactions in such securities must be allocated among the accounts in a manner deemed equitable by the sub-adviser. In addition, if transactions of the FundPortfolio and another client are combined, as permitted by applicable laws and regulations, such transactions must be consistent with the sub-adviser’s policies and procedures as presented to the Board from time to time. The Current TFCore Bond Sub-Advisory Agreement containsdoes not contain similar provisions.

Limitation on Liability. Under the New TFCore Bond Sub-Advisory Agreement, the sub-adviser assumes no responsibility other than to render the services called for by the agreement in good faith, and the sub-adviser is not liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund.Portfolio. The sub-adviser is not protected, however, against liability by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the agreement. This same limitation of liability applies to affiliates of the sub-adviser who may provide services to the FundPortfolio as contemplated by the New TFCore Bond Sub-Advisory Agreement. The Current TFCore Bond Sub-Advisory Agreement also contains thesesimilar provisions.

Term and Continuance. If approved by ShareholdersHolders of the Fund,Portfolio, the New TFCore Bond Sub-Advisory Agreement for the FundPortfolio will continue in effect, unless sooner terminated as set forth therein, for two years from its effective date, and will continue in effect from year to year thereafter, if continuance is specifically approved at least annually by (i) the vote of a majority of the Board Members who are not parties thereto or interested persons of any party thereto, cast in person at a meeting called for the purpose of voting on the approval of the terms of renewal, and by (ii) either the Board or the affirmative vote of a majority of the outstanding voting securities of the Fund.Portfolio. Notwithstanding the foregoing, the New TFCore Bond Sub-Advisory Agreement will be considered by the Board on the same calendar as the investment management agreement with TAM.

Termination. The New TFCore Bond Sub-advisorySub-Advisory Agreement provides that it: (i) may be terminated with respect to the FundPortfolio at any time, without penalty, either by vote of the Board or by vote of a majority of the outstanding voting securities of the Fund;Portfolio; (ii) may be terminated by TAM upon written notice to AAM,AUIM, without the payment of any penalty; (iii) may be terminated by AAMAUIM upon 90 days’ advance written notice to TAM; and (iv) will terminate immediately in the event of its assignment (within the meaning of the 1940 Act) by AAMAUIM and shall not be assignable by TAM without the consent of AAM.AUIM. The Current TFCore Bond Sub-Advisory Agreement contains similar provisions.provisions but may be terminated by JPMorgan or TAM upon 60 days’ advance written notice to the other party.

 

8

7


MANAGEMENT FEES

In connection with and contingent upon the proposed change in sub-adviser, the management fee rate payable by the FundPortfolio to TAM will be reduced.changed. Under the investment management agreement, the FundPortfolio would pay TAM on an annual basis the following management fee based on its average daily net assets:

 

First $500 million

0.663

Over $500 million up to $1 billion

  0.580.42%

Over $1 billion up to $1.5$2 billion

  0.38%

Over $2 billion up to $3.5 billion

0.550.365%

Over $3.5 billion up to $5 billion

0.36%

In excess of $1.5$5 billion

  0.530.355%

Currently, the FundPortfolio pays TAM a management fee of 0.78%0.45% the first $200$750 million; 0.68%0.39% over $200$750 million up to $500 million; 0.63%$1 billion; 0.375% over $500 million$1 billion up to $1.5 billion; 0.59%0.37% over $1.5 billion up to $2.5$3 billion; and 0.58%0.365% in excess of $2.5$3 billion for its services with respect to the Fund’sPortfolio’s average daily net assets on an annual basis.

Management fees are accrued daily and paid by the FundPortfolio monthly. As of October 8, 2020,June 17, 2022, the net assets of the FundPortfolio were $536,914,772.47.$427,727,378.58.

TAM currently has contractually agreed through MarchMay 1, 20212023 to waive fees and/or reimburse FundPortfolio expenses to the extent that the total operating expenses exceed 1.15%0.57% for Initial Class A shares, 1.90% for Class C shares, 0.90% for Class I shares, 0.85% for Class I2 shares, 1.40% for Class R1 shares, 0.85% for Class R6 shares and 1.15%0.83% for Service Class T2 shares, excluding, as applicable, acquired fund fees and expenses, interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, extraordinary expenses and other expenses not incurred in the ordinary course of the Fund’sPortfolio’s business. These arrangements cannot be terminated prior to May 1, 2023 without the Board of Trustees’ consent. TAM is permitted to recapture amounts waived and/or reimbursed to a class during any of the 36 months from the date on which TAM waived fees and/or reimbursed expenses for the class. A class may reimburse TAM amounts previously contractually waived or reimbursed only if such reimbursement does not cause, on any particular business day of the portfolio, the class’s total annual operating expenses (after the reimbursement is taken into account) to exceed the applicable expense cap described above or any other lower limit then in effect. If the new sub-adviser is approved, TAM will lower the expense cap to 0.54% for Initial Class shares and 0.80% for Service Class shares.

The following chart compares the actual management fees paid by the FundPortfolio to TAM (with and without regard to waivers/expense reimbursements) for the fiscal year ended OctoberDecember 31, 20192021 to a hypothetical example of management fees that would have been paid by the FundPortfolio to TAM for the same period under the proposed new management fee schedule, and also shows the percentage difference between the actual and hypothetical values.

 

   Actual Management Fees
Payable to TAM from
November 1, 2018 through
October 31, 2019 under

Current Management Fee
Schedule
 Hypothetical
Management Fees
Payable to TAM from
November  1, 2018
through October 31, 2019
under Proposed New
Management Fee
Schedule
 Percent Difference
Management Fees Payable to TAM Prior
to Waivers/Expense Reimbursements and Recaptures
 $3,861,296 $3,555,634 -7.92%

Management Fees Payable to TAM After

Waivers/Expense Reimbursements and Recaptures

 $3,860,809 $3,555,634 -7.90%
    Actual Management Fees
Payable to TAM from
January 1, 2021  through
December 31, 2021 under
Current Management Fee
Schedule
  Hypothetical Management
Fees Payable to TAM from
January 1,  2021 through
December 31, 2021 under
Proposed New
Management Fee Schedule
  Percent Difference

Management Fees Payable to TAM Prior to Waivers/Expense Reimbursements

  $2,341,428  $2,185,333  -6.7%

Management Fees Payable to TAM After Waivers/Expense Reimbursements

  $2,341,428  $2,185,333  -6.7%

SUB-ADVISORY FEES

Under the Current TFCore Bond Sub-Advisory Agreement, TAM (not the Fund)Portfolio) has agreed to pay Barrow Hanley 0.30%JPMorgan 0.11% of the first $200 million, 0.20% over $200 million up to $500 million, and 0.15% in excess of $500 million with respect to the Fund’sPortfolio’s average daily net assets on an annual basis.

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Under the New TFCore Bond Sub-Advisory Agreement, TAM (not the Fund)Portfolio) will pay AAM 0.20%AUIM 0.12% of the first $200 million, 0.15% over $200 million up to $500 million, and 0.13%$1 billion, 0.05% in excess of $500 million$1 billion with respect to the Fund’sPortfolio’s average daily net assets on an annual basis. Under the New Core Bond Sub-Advisory Agreement, fees would be based on the combined assets for the Portfolio and the following: (1) Transamerica Multi-Managed Balanced VP, a series of the Trust; (2) Transamerica Intermediate Bond and the portion of the assets of Transamerica Balanced II and Transamerica Multi-Managed Balanced that are sub-advised by AUIM, each, a series of Transamerica Funds; and (3) the portion of assets of Balanced Ret Opt and Bond Ret Opt, each separately managed accounts of Transamerica Life Insurance Company that are advised by AUIM. The hypothetical sub-advisory fee shown below reflects this aggregation.

8


The following chart compares the actual sub-advisory fees paid by TAM to Barrow HanleyJPMorgan (net of fees reimbursed) for the fiscal year ended OctoberDecember 31, 20192021 to a hypothetical example of sub-advisory fees that would have been paid by TAM to AAMAUIM for the same period under the New TFCore Bond Sub-Advisory Agreement, and also shows the percentage difference between the actual and hypothetical values.

 

Actual Sub-Advisory Fees Payable by TAM to Barrow Hanley from November 1, 2018 through October 31, 2019 under Current TF Sub-Advisory Agreement

 

Hypothetical Sub-Advisory Fees Payable by TAM to AAM from November 1, 2018 through October 31, 2019 under New TF Sub-Advisory Agreement

 

Percent Difference

$995,008 $785,187 -21.09%
   
Actual Sub-Advisory Fees Payable by TAM  to
JPMorgan from January 1, 2021 through
December 31, 2021 under Current Core Bond
Sub-Advisory Agreement
 Hypothetical Sub-Advisory Fees
Payable by TAM to AUIM from
January 1, 2021 through December 31,
2021 under New Core Bond
Sub-Advisory Agreement
 Percent Difference
   

$572,349

 $357,181 -37.59%

Amounts paid to TAM, other than management fees, and to affiliates of TAM during the fiscal year ended OctoberDecember 31, 20192021 by the FundPortfolio and the services for which the amounts were paid, if any, are listed below. There were no other material payments by the FundPortfolio to Barrow Hanley,JPMorgan, TAM, or any of their affiliates during that period.

 

  Payments to TAM (or affiliates)
   As of Date: Transfer Agent Distribution

Transamerica Dividend Focused

 10/31/2019 $82,952 $311,087
   Payments to TAM (or affiliates)
   As of Date:             TAM         Transfer Agent     Distribution

Transamerica Core Bond VP

 12/31/2021 $0 $0 $922,090

Evaluation by the Board

At a meeting of the Board of Trustees of Transamerica Fundsthe Trust (for purposes of this section, the “Board”) held on August 5 and 6, 2020,June 15-16, 2022, the Board considered the termination of Barrow HanleyJPMorgan as sub-adviser to the FundPortfolio and the approval of the New TF Core Bond Sub-Advisory Agreement for the FundPortfolio between TAM and AAM,AUIM, the Fund’sPortfolio’s proposed new sub-adviser, as well as the approval of a revised management fee schedule for the Fund.Portfolio.

Following theirits review and consideration, the Board Members determined that the terms of the New TFCore Bond Sub-Advisory Agreement were reasonable and that the termination of Barrow HanleyJPMorgan as sub-adviser to the FundPortfolio and the approval of the New TFCore Bond Sub-Advisory Agreement were in the best interests of the FundPortfolio and its Shareholders.investors. The Board, including the independent members of the Board (“Independent Board Members”),Members, authorized TAM to terminate the Current TFCore Bond Sub-Advisory Agreement with Barrow HanleyJPMorgan and unanimously approved the New TFCore Bond Sub-Advisory Agreement for an initial two-year period. The Board, including the Independent Board Members, also unanimously approved the revised management fee schedule for the Fund.Portfolio.

Prior to reaching their decision, the Board Members requested and received from TAM and AAMAUIM certain information. They then reviewed such information as they deemed reasonably necessary to evaluate the proposed New TFCore Bond Sub-Advisory Agreement, including information they had previously received from TAM as part of their regular oversight of the Fund,Portfolio and from AUIM as part of their regular oversight of other funds sub-advised by AUIM, and knowledge they gained over time through meeting with TAM.TAM and AUIM. Among other materials, the Board Members considered fee, expense and profitability information prepared by TAM.

In their deliberations, the Independent Board Members met privately without representatives of TAM or AAMAUIM present and were represented throughout the process by their independent legal counsel. In considering whether to approve the New TFCore Bond Sub-Advisory Agreement, between TAM and AAM with respect to the Fund, the Board Members evaluated and weighed a number of considerations that they believed to be relevant in light of the legal advice furnished to them by counsel, including independent legal counsel, and made a decision in the exercise of their own business judgment. TheyThe Board Members based their decisions on the considerations discussed below, among others, although they did not identify any particular consideration or item of information that was controlling of their decisions, and each Board Member may have attributed different weights to the various factors.

10


Nature, Extent and Quality of the Services to be Provided

In evaluating the nature, extent and quality of the services to be provided by AAMAUIM under the New TFCore Bond Sub-Advisory Agreement, the Board Members considered, among other things, information provided by TAM and AAMAUIM regarding AAM’sthe operations, facilities, organization and personnel of AAM,AUIM, the anticipated ability of AAMAUIM to perform its duties under the New TFCore Bond Sub-Advisory Agreement and the proposed changes to the Fund’sPortfolio’s principal investment strategies. The Board Members further considered that: (i) AAMAUIM is an experienced asset management firm; (ii) TAM is recommending that AAMAUIM be appointed as sub-adviser to the Fund;Portfolio; and (iii) TAM believes that AAMAUIM has the capabilities, resources and personnel necessary to provide sub-advisory services to the FundPortfolio based on TAM’s assessment of AAM’sAUIM’s organization, investment personnel and investment personnel.experience sub-advising other funds

9


in the Transamerica fund complex. The Board Members also considered AAM’sAUIM’s proposed responsibilities and experience with the Fund’sPortfolio’s proposed principal investment strategies.

The Board Members noted that TAM had advised the Board Members that neither the approval of the New TFCore Bond Sub-Advisory Agreement nor the approval of the revised management fee schedule was expected to result in any diminution in the nature, extent and quality of the services provided to the FundPortfolio and its Shareholders,investors, including compliance services. Based on these and other considerations, the Board Members determined that AAMAUIM can provide sub-advisory services that are appropriate in scope and extent in light of the proposed investment program for the FundPortfolio and that AAM’sAUIM’s appointment is not expected to diminish the nature, extent and quality of services provided to the Fund.Portfolio.

Investment Performance

The Board Members considered AAM’sAUIM’s investment management experience, capabilities and resources. The Board Members reviewed the historical performance of the FundPortfolio for various trailingthe past 1-, 3-, 5- and 10-year periods ended May 31, 2020 againstFebruary 28, 2022, as compared to: (i) the Fund’s benchmark.proposed strategy; (ii) the Portfolio’s benchmark; and (iii) the Portfolio’s Morningstar peer group median. The Board Members noted that the Fund’s proposed strategy under AAM management was a custom strategy for which no historical performance data was available.performed above the Portfolio over the past 10-year period, performed equal to the Portfolio over the past 3- and 5-year periods and performed below the Portfolio over the past 1-year period. The Board Members reviewedalso considered that the historical performance of: (i) AAM Global Equity Income, an Irish domiciledproposed strategy performed above the Portfolio’s benchmark over the past open-end1-, 3- fund managed by AAM that usesand 10-year periods and performed above the same dividend-focused philosophy as that proposed forMorningstar category median over the Fund; (ii) AAM Ethical Equity, apast UK-domiciled open-end1- fund managed by AAM that employs a similar ESG dedicated strategy as that proposed forand 10-year periods, but performed below the Fund;Portfolio’s benchmark over the past 5-year period and (iii)below the U.S. sleeve of AAM Global Equity Income, as a way to demonstrateMorningstar category median over the team’s stock-picking skills in the U.S. market with a dividend approach. past 3- and 5-year periods.

On the basis of this information and the Board Members’ assessment of the nature, extent and quality of the sub-advisory services to be provided by AAM,AUIM, the Board Members concluded that AAMAUIM is capable of generating a level of investment performance that is appropriate in scope and extent in light of the Fund’sPortfolio’s proposed new principal investment strategies, the competitive landscape of the investment company business and investor needs.

Management and Sub-Advisory Fees and Total Expense Ratio

The Board Members considered the revised management and new sub-advisory fee schedules (“Fee Changes”) for the Fund.Portfolio. The Board Members noted that the Fee Changes would result in lower management and sub-advisory fees based on assets as of February 28, 2022, resulting in immediate savings for current investors as well as additional savings as the Portfolio’s assets grow in size. The Board Members reviewed the management fee and total expense ratio of each class of the Fund,Portfolio, based on current assets as of February 28, 2022 and assuming implementation of the Fee Changes, as compared to the applicable BroadridgeLipper and Morningstar peer group medians. The Board considered that the management fee would be below the Lipper peer group median and above the Morningstar peer group median, and that the total expense ratio of the Initial Class of the Portfolio would be equal to the Lipper peer group median and above the Morningstar peer group median, while the Service Class of the Portfolio would be below the Lipper peer group median and above the Morningstar peer group median. The Board Members noted that although the management fee and for certain share classes theand/or total expense ratio would, in some cases, be above the applicable Broadridge and/or Morningstar peer group medians, it would, in all cases, be below or in line with the applicable Lipper peer group medians and TAM believes the management fee and total expense ratio of each class of the FundPortfolio would be competitive relative to peers.

The Board Members considered that the revised asset weighted management and new sub-advisoryfee schedules would be lower at all asset levels than the current management and sub-advisoryfee schedules.at the Portfolio’s current asset level. The Board Members also considered that TAM had negotiated with AAMAUIM to have the Fund’sPortfolio’s assets aggregated with the assets of TST Dividend FocusedTransamerica Intermediate Bond, the portion of the assets of Transamerica Multi-Managed Balanced, Transamerica Multi-Managed Balanced VP and Transamerica Balanced II that are sub-advised by AUIM and the portion of assets of Balanced Ret Opt and Bond Ret Opt, each separately managed accounts of Transamerica Life Insurance Company, that are advised by AUIM, for purposes of computing breakpoints in the new sub-advisory fee schedule and that TAM had agreed to reimburse 0.09% of sub-transfer agency fees on Class I shares for the Fund.schedule. The Board Members noted that if the Fee Changes are implemented, the total expense ratio of each class of the FundPortfolio is expected to decrease. The Board Members noted that as the FundPortfolio grows in size, the revised management and new sub-advisory fee schedules haveschedule has the potential to result in additional savings for shareholders.investors.

The Board Members considered the portion of the Fund’sPortfolio’s management fee to be retained by TAM following payment of the sub-advisory fee by TAM to AAMAUIM and noted that TAM considered the amount to be reasonable compensation for its services. The Board Members also considered that TAM has entered into an expense limitation arrangement with the Portfolio, which may result in TAM waiving fees for the benefit of investors, and that the expense limit applicable to each class of the Portfolio under this arrangement would be lowered. On the basis of these and other considerations, together with the other information it considered, the Board Members determined that the revised management fee schedule and new sub-advisory fee schedule were reasonable in light of the services to be provided.

10


Cost of Services to be Provided and Level of ProfitabilityProfitability.

The Board Members reviewed pro forma estimated profitability information provided by TAM for TAM and its affiliates, including AAM.AUIM. The Board Members noted that, based on assets as of May 31, 2020,February 28, 2022, there was expected to be a decreasean increase in the net management fees retained by TAM but an increaseon the Portfolio and in overall profitability to the Transamerica/Aegon organization due to the fact that, unlike Barrow Hanley, AAMJPMorgan, AUIM is an affiliated sub-adviser. The Board Members also considered TAM’s view that the Fund’sPortfolio’s proposed net management fee would allow TAM to be reasonably compensated for its services. The Board Members also considered the pro forma revenue, expense and pre-distribution profit margin information provided by TAM and determined that the profitability of TAM and its affiliates from their relationships with the FundPortfolio was not anticipated to be excessive.

11


Economies of Scale

In evaluating the extent to which the Fund’sPortfolio’s revised management fee schedule and new sub-advisory fee schedule reflected economies of scale or would permit economies of scale to be realized in the future, the Board Members considered the existence of breakpoints in both the management and sub-advisory fee schedules. The Board Members noted that the breakpoints in the revised management fee schedule and new sub-advisory fee schedule lower the asset levels for the last two breakpoints, which would benefit shareholdersinvestors as the FundPortfolio grows in size. The Board Members concluded that they would have the opportunity to periodically reexamine the appropriateness of the management fees payable by the FundPortfolio to TAM, and the sub-advisory fees payable by TAM to AAM,AUIM, in light of any economies of scale experienced in the future.

Fall-Out Benefits

The Board considered other benefits expected to be derived by AAMAUIM from its relationship with the Fund.Portfolio. The Board noted that TAM would not receive benefits from research obtained with commissions paid to broker-dealers for portfolio transactions (“soft dollars”) as a result of its relationships with AAMAUIM or the Fund,Portfolio, and that AAMAUIM had indicated it also would not engage in soft dollar arrangements and receive such benefits as a result of its relationships with TAM and the Fund.Portfolio.

Conclusion

After consideration of the factors described above, as well as other factors, the Board Members, including the Independent Board Members, concluded that the approval of the revised management fee schedule and the New TFCore Bond Sub-Advisory Agreement was in the best interests of the FundPortfolio and its Shareholdersinvestors and voted to approve the revised management fee schedule and the New TFCore Bond Sub-Advisory Agreement.

In the event that ShareholdersHolders do not approve this Proposal I, the Board will determine the appropriate course of action with respect to the management of the Fund.Portfolio.

Your Board recommends that you vote “FOR” the approval of the New TFCore Bond Sub-Advisory Agreement.

 

12

11


TRANSAMERICA SERIES TRUST PROPOSAL III — APPROVAL OF A NEW INVESTMENT SUB-ADVISORY AGREEMENT

TRANSAMERICA BARROW HANLEY DIVIDEND FOCUSEDPIMCO TOTAL RETURN VP

To approve a new sub-advisory agreement with Aegon AssetUSA Investment Management, UK plcLLC (“AAM”AUIM”) (to be voted on by ShareholdersHolders of Transamerica Barrow Hanley Dividend FocusedPIMCO Total Return VP).

This Proposal III is to be voted on by ShareholdersHolders of Transamerica Barrow Hanley Dividend FocusedPIMCO Total Return VP (for purposes of this proposal, the “Portfolio”), a series of Transamerica Series Trust (for purposes of this proposal, the “Trust”).

At the Special Meeting, ShareholdersHolders will be asked to approve a new sub-advisory agreement (the “New TSTTotal Return Sub-Advisory Agreement”) between Transamerica Asset Management, Inc. (“TAM”), the Portfolio’s investment manager, and AAM,AUIM, the Portfolio’s proposed new sub-adviser. AAMAUIM is an affiliate of TAM. In connection with the proposed change of sub-adviser, there would be changes to the name, investment objective, principal investment strategies, principal risks, management fee schedules and sub-advisory fee schedules for the Portfolio, as discussed further below. TAM will continue to serve as the Portfolio’s investment manager.

Currently, Barrow, Hanley, Mewhinney & Strauss,Pacific Investment Management Company LLC (“Barrow Hanley”PIMCO”) serves as the sub-adviser to the Portfolio and is a party to an investment sub-advisory agreement with TAM with respect to the Portfolio (the “Current TSTTotal Return Sub-Advisory Agreement”). Under the Current TSTTotal Return Sub-Advisory Agreement, dated November 10, 2017,May 1, 2002, as amended, Barrow HanleyPIMCO provides sub-advisory services to the Portfolio in a manner consistent with the terms of the Current TSTTotal Return Sub-Advisory Agreement and the investment objective, strategies and policies of the Portfolio. The Current TSTTotal Return Sub-Advisory Agreement was last approved by the Trust’s Board on June 1715 and 18, 20202.16, 2022.

A general description of the proposed New TSTTotal Return Sub-Advisory Agreement is included below. The terms of the New TSTTotal Return Sub-Advisory Agreement are substantially similar to those of the Current TSTTotal Return Sub-Advisory Agreement it replaces.would replace. The Trust’s Board approved the New TSTTotal Return Sub-Advisory Agreement at a virtual meeting held on August 5June 15 and 6, 20202. Shareholder16, 2022. Holder approval of the New TSTTotal Return Sub-Advisory Agreement must also be obtained, and the Board has authorized seeking such approval. The form of the New TSTTotal Return Sub-Advisory Agreement is included in Appendix A.

The Portfolio’s investment management agreement dated March 1, 2016, as amended, with TAM, a Florida corporation located at 1801 California Street, Suite 5200, Denver, CO 80202, was last approved by ShareholdersHolders on December 21, 2012 when certain changes were made to standardize terms across all the investment management agreements for funds in the Transamerica fund complex. The Board last approved the Portfolio’s investment management agreement with TAM on June 1715 and 18, 20202.16, 2022. TAM is directly owned by Transamerica Life Insurance Company (“TLIC”) (77%) and AUSA Holding, LLC (“AUSA”) (23%), both of which are indirect, wholly owned subsidiaries of Aegon NV.N.V. TLIC is owned by Commonwealth General Corporation (“Commonwealth”). Commonwealth and AUSA are wholly owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is wholly owned by The Aegon Trust, which is wholly owned by Aegon International B.V., which is wholly owned by Aegon NV,N.V., a Netherlands corporation and a publicly traded international insurance group.

Pursuant to the investment management agreement, TAM is responsible for providing continuous and regular investment management services, including management and supervision of the Portfolio’s investments and investment program, and providing supervisory, compliance and administrative services to the Portfolio. TAM is authorized to enter into contracts with one or more sub-advisers to perform certain duties of TAM under the investment management agreement. TAM has recommended, and the Board has approved (subject to ShareholderHolder approval), the appointment of AAMAUIM as a new sub-adviser to the Portfolio, replacing Barrow Hanley.PIMCO. TAM willwould oversee AAMAUIM and monitor its buying and selling of portfolio securities, its management services and its investment performance. TAM is paid investment management fees for its service as investment manager to the Portfolio. The management fee is calculated based on the average daily net assets of the Portfolio. The Portfolio paid TAM $5,451,211$12,980,052 in management fees for the fiscal year ended December 31, 2019.2021. If this Proposal III is approved, TAM, not the Portfolio, will pay AAMAUIM a sub-advisory fee out of the investment management fee it receives from the Portfolio. It is anticipated thatIn conjunction with the Portfolio’s total operating expenses will be lower.proposed change in sub-adviser, TAM proposes lowering its management fee for the Portfolio which would result in immediate savings for current shareholders.

2

Consistent with exemptive orders of the Securities and Exchange Commission (“SEC”) (Investment Company Act Rel. Nos. 33817 (March 13, 2020), 33824 (March 25, 2020) and 33897 (June 19, 2020)), the Board meeting was not held in person and was instead conducted by means of communication that allowed all Trustees participating to hear each other simultaneously during the meeting due to circumstances related to current or potential effects of COVID-19.

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TAM acts as a manager of managers for the Portfolio pursuant to an exemptive order from the SEC (Release IC- 23379 dated August 5, 1998.1998). That exemptive order permits TAM, subject to certain conditions, and without the approval of shareholders, to employ a new unaffiliated sub-adviser for a fund pursuant to the terms of a new investment sub-advisory agreement, either as a replacement for an existing sub-adviser or as an additional sub-adviser. Under the terms of the exemptive order, TAM may not enter into a new sub-advisory agreement with AAM,AUIM, an affiliate of TAM, without such agreement being approved by the ShareholdersHolders of the Fund.Portfolio. This is the reason that ShareholderHolder approval of this Proposal III is being sought.

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The appointment of AAMAUIM is not expected to result in any material changes in the nature or the level of investment management services provided to the Portfolio by TAM. TAM will continue to provide investment management services to the Portfolio, including, among other things: the design, development and ongoing review and evaluation of the Portfolio, its investment strategy, compliance program, valuation process and proxy voting process; the ongoing oversight and analysis of portfolio trading and risk management; preparation of the Portfolio’s prospectus and other disclosure materials; and the ongoing oversight and monitoring of AAM.AUIM.

No officer or Board Member of the Trust is a director, officer or employee of AAM.AUIM. No officer or Board Member of the Trust, through the ownership of securities or otherwise, has any other material direct or indirect interest in AAMAUIM or any other person controlling, controlled by or under common control with AAM.AUIM. Since the Record Date, none of the Board Members of the Trust have had any material interest, direct or indirect, in any material transactions, or in any material proposed transactions, to which AAMAUIM or any of its affiliates was or is to be a party.

In connection with the proposed appointment of AAMAUIM as sub-adviser, the Portfolio would be renamed “Transamerica Aegon Bond VP” and there would be changes to the Portfolio’s investment objective, principal investment strategies and principal risks. If the New Total Return new-sub-advisorySub-Advisory agreementAgreement is approved, AAMAUIM would implement an active strategy that generally invests in largeseeks to provide high total return through a combination of current income and middle U.S. capitalization companies, focusing on those that pay dividends and that the sub-adviser views as having a favorable sustainability profile.capital appreciation. In pursuing the Portfolio’s investment objective, AAMAUIM would look to buy stocksinvest, under normal circumstances, at least 80% of the Portfolio’s net assets (plus the amount of borrowings, if any, for investment purposes) in fixed-income securities, which may include U.S. government and hold them over multi-year periodsforeign government bonds and notes (including emerging markets), mortgage-backed, commercial mortgage-backed, and asset-backed securities (including collateralized mortgage obligations), corporate bonds of issuers in an effort to benefit from the compounding effects of increasing dividends. In addition, theU.S. and foreign countries (including emerging markets), convertible bonds and other convertible securities, bank loans and loan participations, structured notes, and preferred securities. AUIM, as sub-adviser, would seeknormally invest at least 50% of the Portfolio’s net assets in (a) debt securities rated investment grade or higher (rated at least BBB by Standard & Poor’s or Fitch or Baa by Moody’s) by at least two rating agencies or, if unrated, are determined to be of comparable quality by AUIM; (b) securities issued or guaranteed by the U.S. government or its agencies or instrumentalities; (c) commercial paper rated Prime, Prime-1 or Prime-2 by NCO/Moody’s Commercial Paper Division, or A-1 or A-2 by Standard & Poor’s; and/or (d) cash or cash equivalents. AUIM would have the ability to invest up to 50% of the Portfolio’s assets in high yield securities (commonly referred to as “junk bonds”) and up to 20% of its net assets in equity securities. The Portfolio would have the ability to invest in stocks it views as having positive sustainability credentials.securities of any maturity and would not have a target average duration.

AAM considers stocks with positive sustainability credentials to be stocks that have been determined by AAM as likely to perform well based onAUIM’s research analysts also integrate environmental, social and/orand governance (ESG) factors. The Portfolio’s investment universe is defined by the sub-adviser’s Responsible Investing team, which consists of employees(“ESG”) matters within their analytical process for credit, sovereign and structured issuers alongside traditional credit metrics as a risk management tool and as a method to identify financially material ESG factors and arrive at an independent, comprehensive view of the sub-adviserinvestment. Consideration of ESG matters is subjective and affiliated entities within the global Aegon Asset Management organization, who have responsible investing expertise. AAM uses both proprietary exclusionary screening and fundamentalnot determinative in AUIM’s investment process. AUIM may conclude that other attributes of an investment outweigh ESG research carried out by the Responsible Investing team in an effort to ensure that stocks that are assessed by the team as scoring poorly on ESG factors (for example having a negative impact on the environment or producing products that cause harm to people, such as tobacco or weapons) are excluded from the Portfolio’s investible universe. In addition, the process seeks to identify stocks that are viewed by the Responsible Investing team asconsiderations when making a positive contribution to ESG factors, for example a utility company involved in the generation of renewable energy or a healthcare company providing treatment for a serious disease.investment decisions.

If AAM is approved as the Portfolio’s sub-adviser, the Portfolio’s principal investment strategies would no longer include the current limitation of the Portfolio to invest only in stocks that have a consecutive 25-year history of paying cash dividends. It is also expected that the Portfolio’s portfolio would include a significant technology weighting whereas the Portfolio currently has none. If the change in sub-adviser is approved, the Portfolio would be subject to the following additional principal risks: SustainabilityInflation risk, Bank Obligations risk, Distressed or Defaulted Securities risk, Floating Rate Loans risk, Focused Investing risk, DerivativesHedging risk, LeveragingInflation-Protected Securities risk, Loans risk, Municipal Securities risk, Sustainability and Environmental, Social and Governance (“ESG”) Considerations risk, Warrants and Rights risk and Investments by Affiliated FundsYield risk. The Portfolio would no longer be subject to the following principal risks: Reverse Repurchase Agreements risk and Unaffiliated FundsShort Sales risk.

AAM has asset management capabilitiesThe changes to the Portfolio that would be made in sustainable investing,connection with the proposed change in sub-adviser are further described in a supplement to the Portfolio’s prospectus and summary prospectus mailed with this proxy statement, as well as large value, dividend-focused investing, and a depththe Portfolio’s Statement of research and management staff and resources that will enable it to implement the proposed investment strategies of the Portfolio. AAM will utilize the expertise of its portfolio managers while leveraging the experience, scale, depth of talent and institutional resources of AAM.Additional Information, each dated August 4, 2022.

In connection with the proposed appointment of AAMAUIM as sub-adviser, it is expected that there would be extensive purchases and sales of portfolio holdings to align the Portfolio with its changed investment strategies. This repositioning of the Portfolio may have a negative impact on performance by increasing brokerage commissions and/or other transaction costs.

Based on AAM’sAUIM’s experience in both dividend and sustainability investing,TAM’s desire to engage a sub-adviser with strong research and management capabilities across the fixed income spectrum and with the ability to implement the revised investment strategies of the Portfolio, among other things, TAM recommended to the Board that AAMAUIM be appointed as the Portfolio’s new sub-adviser and the Board has approved AAM’sAUIM’s appointment, subject to ShareholderHolder approval.

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If approved by Shareholders,Holders, the change in sub-adviser and related changes are anticipated to become effective on or about DecemberNovember 1, 2020. At that time, TAM would file a new prospectus and summary prospectus for the Portfolio to reflect the Portfolio’s new name, new sub-adviser, new management fee and sub-advisory fee schedules, new principal investment strategies and principal risks (as described below). In addition, the Portfolio’s statement of additional information, dated May 1, 2020, as supplemented, will also be revised to reflect applicable changes.2022.

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General Comparison of Sub-Advisory Agreements

Set forth below is a general description of certain terms of the New TSTTotal Return Sub-Advisory Agreement and a comparison with the terms of the Current Total Return Sub-Advisory Agreement. A copy of the form of New TSTTotal Return Sub-Advisory Agreement is attached to this Joint Proxy Statement as Appendix A, and you should refer to Appendix A for the complete terms of the New TSTTotal Return Sub-Advisory Agreement.

Investment ManagementSub-Advisory Services. Under the terms of the New TSTTotal Return Sub-Advisory Agreement, subject to the supervision of the Trust’s Board and TAM, AAMAUIM will manage the investment and reinvestment of the portfolio assets of the Portfolio, all without prior consultation with TAM, subject to and in accordance with the investment objective and policies of the Portfolio set forth in the Portfolio’s current prospectus and statement of additional information, as may be amended from time to time, and any written instructions which TAM or the Portfolio’s Board may issue from time-to-time in accordance therewith. In pursuance of the foregoing, AAMAUIM will make all determinations with respect to the purchase and sale of portfolio securities and takes such action necessary to implement the same. AAMAUIM shall render regular reports as to the Trust’s Board of Trustees and TAM concerning the investment activities of the Portfolio. The Current TSTTotal Return Sub-Advisory Agreement addresses the services to be provided in a similar manner.

The New TSTTotal Return Sub-Advisory Agreement provides that AAMAUIM will place orders for the purchase and sale of portfolio securities with the issuer or with such broker-dealers who provide brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to AAM,AUIM, or to any other Portfolio or account over which AAMAUIM or its affiliates exercise investment discretion. The New TSTTotal Return Sub-Advisory Agreement also provides that, subject to such policies and procedures as may be adopted by the Board and officers of the Portfolio, AAMAUIM may pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, in such instances where AAMAUIM has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage services provided by such broker or dealer, viewed in terms of either that particular transaction or AAM’sAUIM’s overall responsibilities with respect to the Portfolio and to other portfolios and clients for which AAMAUIM exercises investment discretion. The Trust’s Board may adopt policies and procedures that modify and restrict AAM’sAUIM’s authority regarding the execution of the Portfolio’s portfolio transactions. The Current TSTTotal Return Sub-Advisory Agreement contains similar provisions.

The New TSTTotal Return Sub-Advisory Agreement states that in connection with the placement of orders for the execution of portfolio transactions of the Portfolio, AAMAUIM shall create and maintain all necessary records in accordance with applicable laws, rules and regulations. All records shall be the property of the Portfolio and shall be available for inspection and use by the SEC, the Portfolio, TAM or any person retained by the Portfolio at reasonable times. Where applicable, such records shall be maintained by AAMAUIM for the periods and in the places required by applicable recordkeeping rules under the 1940 Act. The Current TSTTotal Return Sub-Advisory Agreement containedcontains similar provisions.

The New TSTTotal Return Sub-Advisory Agreement further provides that, unless TAM advises the sub-adviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the sub-adviser will exercise voting rights incident to any securities purchased with, or comprising a portion of, the allocated assets in accordance with the sub-adviser’s proxy voting policies and procedures without consultation with TAM or the Portfolio. The New TSTTotal Return Sub-Advisory Agreement further provides that the sub-adviser will furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM. The Current TSTTotal Return Sub-Advisory Agreement also contains these provisions.

The New TSTTotal Return Sub-Advisory Agreement provides that the sub-adviser will monitor the security valuations of the assets allocated to it and that if the sub-adviser believes that the carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the sub-adviser will notify TAM promptly. In addition, the sub-adviser will be available to consult with TAM in the event of a pricing problem and to participate in the Portfolio’s valuation committee meetings. The Current TSTTotal Sub-Advisory Agreement also contains these provisions.

The New TSTTotal Return Sub-Advisory Agreement requires that AAM,AUIM, at its expense, supply the Board, the officers of the Trust and TAM with all information and reports reasonably required by them and reasonably available to AAMAUIM relating to the services provided pursuant to the New TSTTotal Return Sub-Advisory Agreement, including such information that the Portfolio’s Chief Compliance Officer reasonably believes necessary for compliance with Rule 38a-1 under the 1940 Act. The Current TST Total Return Sub-advisory Agreement also contains such provisions.

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Sub-Advisory Fees. Under both the Current TSTTotal Return Sub-advisorySub-Advisory Agreement and the New TSTTotal Return Sub-Advisory Agreement, TAM pays the sub-adviser a fee out of the investment management fee TAM receives from the Portfolio. Fees paid to Barrow HanleyPIMCO during the Portfolio’s most recent fiscal year ended December 31, 20192021 were $1,459,251.$4,505,987. The proposed investment management and sub-advisory fees for the Portfolio, based on the Portfolio’s net assets as of February 28, 2022, would result in a nominal asset weighted net annual decrease in investment management fees of the Portfolio retained by TAM. In conjunction with the

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proposed sub-adviser change, the investment management fee schedule for the Portfolio would be lower. Please see additional information under “Management Fees” below.

Under the New TSTTotal Return Sub-Advisory Agreement, if approved, TAM (not the Portfolio) will pay AAMAUIM sub-advisory fees, according to the following schedule, for its services with respect to the Portfolio’s average daily net assets on an annual basis:

0.20%0.12% of the first $200$250 million

0.15%0.10% over $200$250 million up to $500 million

0.13%0.08% over $500 million up to $1 billion

0.075% in excess of $500 million$1 billion

The average daily net assets for purposes of calculating the sub-advisory fees will be determined on a combined basis with Transamerica Dividend Focused.Bond. The aggregation of the assets of the Portfolio with the assets of Transamerica Bond for purposes of calculating the sub-advisory fees for Transamerica Bond, based on net assets as of February 28, 2022, is estimated to result in an increase in the net investment management fees retained by TAM for Transamerica Bond that is greater than the estimated decrease in net investment management fees retained by TAM for the Portfolio.

Under the Current TSTTotal Return Sub-Advisory Agreement, TAM (not the Portfolio) pays Barrow HanleyPIMCO sub-advisory fees, according tofor its services of 0.25% the following schedule,first $1 billion; and 0.20% in excess of $1 billion for its services with respect to the Fund’sPortfolio’s average daily net assets on an annual basis:

0.30% of the first $200 million

0.20% over $200 million up to $500 million

0.15% in excess of $500 millionbasis.

Payment of Expenses. The New TSTTotal Return Sub-Advisory Agreement requires the sub-adviser to pay all expenses incurred by it in the performance of its duties under the Agreement and requires TAM to pay all expenses incurred by it in the performance of TAM’s duties under the Agreement. Under the New TSTTotal Return Sub-Advisory Agreement, the Portfolio will bear all expenses not expressly assumed by TAM or the sub-adviser incurred in the operation of the Portfolio and the offering of its shares. The operating expenses of the Portfolio are expected to decrease as a result of entering into the New TSTTotal Return Sub-Advisory Agreement.

Conflicts of Interest. The New TSTTotal Return Sub-Advisory Agreement provides that the sub-adviser will not deal with itself, or with members of the Portfolio’s Board or any principal underwriter of the Portfolio, as principals or agents in making purchases or sales of securities or other property for the account of the Portfolio, nor will it purchase any securities from an underwriting or selling group in which the sub-adviser or its affiliates is participating, or arrange for purchases and sales of securities between the Portfolio and another account advised by the sub-adviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Portfolio from time to time. The New TSTTotal Return Sub-Advisory Agreement specifically provides that personnel of the sub-adviser may nonetheless engage in any other business or devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature. In addition, the sub-adviser may engage in any other business or render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. The New TSTTotal Return Sub-Advisory Agreement also provides that if the purchase or sale of securities consistent with the investment policies of the Portfolio or one or more other accounts of the sub-adviser are considered at or about the same time, transactions in such securities must be allocated among the accounts in a manner deemed equitable by the sub-adviser. In addition, if transactions of the Portfolio and another client are combined, as permitted by applicable laws and regulations, such transactions must be consistent with the sub-adviser’s policies and procedures as presented to the Board from time to time. The Current TSTTotal Return Sub-Advisory Agreement containsdoes not contain similar provisions.

Limitation on Liability. Under the New TSTTotal Return Sub-Advisory Agreement, the sub-adviser assumes no responsibility other than to render the services called for by the agreement in good faith, and the sub-adviser is not liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Portfolio. The sub-adviser is not protected, however, against liability by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the agreement. This same limitation of liability applies to affiliates of the sub-adviser who may provide services to the Portfolio as contemplated by the New TSTTotal Return Sub-Advisory Agreement. The Current TSTTotal Return Sub-Advisory Agreement also contains these provisions.

Term and Continuance. If approved by ShareholdersHolders of the Portfolio, the New TST Total Return Sub-Advisory Agreement for the Portfolio will continue in effect, unless sooner terminated as set forth therein, for two years from its effective date, and will continue in effect from year to year thereafter, if continuance is specifically approved at least annually by (i) the vote of a majority of the Board Members who are not parties thereto or interested persons of any party thereto, cast in person at a meeting called for the purpose of voting on the approval of the terms of renewal, and by (ii) either the Board or the affirmative vote of a majority of the outstanding

15


voting securities of the Portfolio. Notwithstanding the foregoing, the New TST Total Return Sub-Advisory Agreement will be considered by the Board on the same calendar as the investment management agreement with TAM.

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Termination. The New TSTTotal Return Sub-Advisory Agreement provides that it: (i) may be terminated with respect to the Portfolio at any time, without penalty, either by vote of the Board or by vote of a majority of the outstanding voting securities of the Portfolio; (ii) may be terminated by TAM upon written notice to AAM,AUIM, without the payment of any penalty; (iii) may be terminated by AAMAUIM upon 90 days’ advance written notice to TAM; and (iv) will terminate immediately in the event of its assignment (within the meaning of the 1940 Act) by AAMAUIM and shall not be assignable by TAM without the consent of AAM.AUIM. The Current TSTTotal Return Sub-Advisory Agreement contains similar provisions.provisions but may be terminated by PIMCO upon 60 days’ advance written notice to TAM.

MANAGEMENT FEES

In connection with and contingent upon the proposed change in sub-adviser, the management fee rate payable by the Portfolio to TAM will be reduced. Under the investment management agreement, the Portfolio would pay TAM on an annual basis the following management fee based on its average daily net assets:

 

First $500 million

  0.6630.51%

Over $500 million up to $1 billion

  0.580.49%

Over $1 billion up to $1.5 billion

  0.550.48%

In excess of $1.5 billion

  0.530.475%

Currently, the Portfolio pays TAM a management fee of 0.78%0.68% the first $200$250 million; 0.68%0.67% over $200$250 million up to $500 million; 0.63%0.66% over $500 million up to $1.5$750 million; 0.63% over $750 million up to $1 billion; 0.59%0.60% over $1.5$1 billion up to $2.5$3 billion; and 0.58%0.57% in excess of $2.5$3 billion for its services with respect to the Portfolio’s average daily net assets on an annual basis.

Management fees are accrued daily and paid by the Portfolio monthly. As of October 8, 2020,June 17, 2022, the net assets of the Portfolio were $627,538,529.27.$1,480,945,182.02.

TAM currently has contractually agreed through May 1, 20212023 to waive fees and/or reimburse Portfolio expenses to the extent that the total operating expenses exceed 0.85%0.72% for Initial Class shares and 1.10%0.97% for Service Class shares, excluding, as applicable, acquired fund fees and expenses, interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, extraordinary expenses and other expenses not incurred in the ordinary course of the Portfolio’s business. These arrangements cannot be terminated prior to May 1, 2023 without the Board of Trustees’ consent. TAM is permitted to recapture amounts waived and/or reimbursed to a class during any of the 36 months from the date on which TAM waived fees and/or reimbursed expenses for the class. A class may reimburse TAM amounts previously contractually waived or reimbursed only if such reimbursement does not cause, on any particular business day of the portfolio, the class’s total annual operating expenses (after the reimbursement is taken into account) to exceed the applicable expense cap described above or any other lower limit then in effect. If the new sub-adviser is approved, TAM will lower the expense cap to 0.66% for Initial Class shares and 0.87% for Service Class shares.

The following chart compares the actual management fees paid by the Portfolio to TAM (with and without regard to waivers/expense reimbursements) for the fiscal year ended December 31, 20192021 to a hypothetical example of management fees that would have been paid by the Portfolio to TAM for the same period under the proposed new management fee schedule, and also shows the percentage difference between the actual and hypothetical values.

 

   Actual Management Fees
Payable to TAM from
January 1, 2019 through
December 31, 2019 under

Current Management Fee
Schedule
 Hypothetical
Management Fees
Payable to TAM from
January  1, 2019
through December 31, 2019
under Proposed New
Management Fee
Schedule
 Percent Difference
Management Fees Payable to TAM Prior
to Waivers/Expense Reimbursements
 $5,451,211 $5,019,289 -7.92%

Management Fees Payable to TAM After

Waivers/Expense Reimbursements

 $5,451,211 $5,019,289 -7.92%
    Actual Management Fees
Payable to TAM from
January 1, 2021 through
December 31, 2021 under
Current Management Fee
Schedule
  Hypothetical
Management Fees
Payable to TAM from
January 1, 2021  through
December 31, 2021
under Proposed New
Management Fee
Schedule
  Percent Difference
Management Fees Payable to TAM Prior to Waivers/Expense Reimbursements  $12,908,052  $10,075,874  -22.4%
Management Fees Payable to TAM After Waivers/Expense Reimbursements  $12,980,052  $10,075,874  -22.4%

 

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SUB-ADVISORY FEES

Under the Current TSTTotal Return Sub-Advisory Agreement, TAM (not the Portfolio) has agreed to pay Barrow Hanley 0.30%PIMCO 0.25% of the first $200 million,$1 billion; and 0.20% over $200 million up to $500 million, and 0.15% in excess of $500 million$1 billion for its services with respect to the Portfolio’s average daily net assets on an annual basis.

Under the New TSTTotal Return Sub-Advisory Agreement, TAM (not the Portfolio) will pay AAM 0.20%AUIM 0.12% of the first $200$250 million, 0.15%0.10% over $200$250 million and up to $500 million, 0.08% over $500 million and 0.13%up to $1 billion, and 0.075% in excess of $500 million$1 billion with respect to the Portfolio’s average daily net assets on an annual basis. Under the New Total Return Sub-Advisory Agreement, fees would be based on the combined assets for the Portfolio and Transamerica Bond, a series of Transamerica Funds. The hypothetical sub-advisory fee shown below reflects this aggregation.

The following chart compares the actual sub-advisory fees paid by TAM to Barrow HanleyPIMCO (net of fees reimbursed) for the fiscal year ended December 31, 20192021 to a hypothetical example of sub-advisory fees that would have been paid by TAM to AAMAUIM for the same period under the New TSTTotal Return Sub-Advisory Agreement, and also shows the percentage difference between the actual and hypothetical values.

 

Actual Sub-Advisory Fees Payable by TAM to Barrow Hanley from January 1, 2019 through December 31, 2019 under Current TST Sub-Advisory Agreement

  

Hypothetical Sub-Advisory Fees

Payable by TAM to AAM from

January 1, 2019 through December 31,

2019 under New TST Sub-Advisory Agreement

  

Percent Difference

$1,459,251  $1,151,323  -21.10%
   
Actual Sub-Advisory Fees Payable by TAM to
PIMCO from January 1, 2021 through
December 31, 2021 under Current Total
Return Sub-Advisory Agreement
  Hypothetical Sub-Advisory Fees
Payable by TAM to AUIM from
January 1, 2021 through December 31,
2021 under New Total Return
Sub-Advisory Agreement
  Percent Difference
$4,505,987  $1,653,947  -63.29%

Amounts paid to TAM, other than management fees, and to affiliates of TAM during the fiscal year ended December 31, 20192021 by the Portfolio and the services for which the amounts were paid, if any, are listed below. There were no other material payments by the Portfolio to Barrow Hanley,PIMCO, TAM, or any of their affiliates during that period.

 

    Payments to TAM (or affiliates)
    As of Date:  Transfer Agent  Distribution

Transamerica Barrow Hanley Dividend

Focused VP

  12/31/2019  $0  $98,952,830
   Payments to TAM (or affiliates)
    As of Date:  TAM  Transfer Agent  Distribution
Transamerica Total Return VP  12/31/2021  $0  $0  $1,943,514

Evaluation by the Board

At a meeting of the Board of Trustees of TSTthe Trust (for purposes of this section, the “Board”) held on August 5 and 6, 2020,June 15-16, 2022, the Board considered the termination of Barrow HanleyPIMCO as sub-adviser to the Portfolio and the approval of the New TSTTotal Return Sub-Advisory Agreement for the Portfolio between TAM and AAM,AUIM, the Portfolio’s proposed new sub-adviser, as well as the approval of a revised management fee schedule for the Portfolio.

Following theirits review and consideration, the Board Members determined that the terms of the New TSTTotal Return Sub-Advisory Agreement were reasonable and that the termination of Barrow HanleyPIMCO as sub-adviser to the Portfolio and the approval of the New TSTTotal Return Sub-Advisory Agreement were in the best interests of the Portfolio and its investors. The Board, Members, including the Independent Board Members, authorized TAM to terminate the Current TSTTotal Return Sub-Advisory Agreement with Barrow HanleyPIMCO and unanimously approved the New TSTTotal Return Sub-Advisory Agreement for an initial two-year period. The Board, Members, including the Independent Board Members, also unanimously approved the revised management fee schedule for the Portfolio.

Prior to reaching their decision, the Board Members requested and received from TAM and AAMAUIM certain information. They then reviewed such information as they deemed reasonably necessary to evaluate the proposed New TSTTotal Return Sub-Advisory Agreement, including information they had previously received from TAM as part of their regular oversight of the Portfolio and from AUIM as part of their regular oversight of other funds sub-advised by AUIM, and knowledge they gained over time through meeting with TAM.TAM and AUIM. Among other materials, the Board Members considered fee, expense and profitability information prepared by TAM.

In their deliberations, the Independent Board Members met privately without representatives of TAM or AAMAUIM present and were represented throughout the process by their independent legal counsel. In considering whether to approve the New TSTTotal Return Sub-Advisory Agreement, the Board Members evaluated and weighed a number of considerations that they believed to be relevant in light of the legal advice furnished to them by counsel, including independent legal counsel, and made a decision in the exercise of their own business judgment. TheyThe Board Members based their decisions on the considerations discussed below, among others,

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although they did not identify any particular consideration or item of information that was controlling of their decisions, and each Board Member may have attributed different weights to the various factors.

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Nature, Extent and Quality of the Services to be Provided

In evaluating the nature, extent and quality of the services to be provided by AAMAUIM under the New TSTTotal Return Sub-Advisory Agreement, the Board Members considered, among other things, information provided by TAM and AAMAUIM regarding the operations, facilities, organization and personnel of AAM,AUIM, the anticipated ability of AAMAUIM to perform its duties under the New TSTTotal Return Sub-Advisory Agreement and the proposed changes to the Portfolio’s principal investment strategies. The Board Members further considered that: (i) AAMAUIM is an experienced asset management firm; (ii) TAM is recommending that AAMAUIM be appointed as sub-adviser to the Portfolio; and (iii) TAM believes that AAMAUIM has the capabilities, resources and personnel necessary to provide sub-advisory services to the Portfolio based on TAM’s assessment of AAM’sAUIM’s organization, investment personnel and investment personnel.experience sub-advising other funds in the Transamerica fund complex. The Board Members also considered AAM’sAUIM’s proposed responsibilities and experience with the Portfolio’s proposed principal investment strategies.

The Board Members noted that TAM had advised the Board Members that neither the approval of the New TSTTotal Return Sub-Advisory Agreement nor the approval of the revised management fee schedule was expected to result in any diminution in the nature, extent and quality of the services provided to the Portfolio and its investors, including compliance services. Based on these and other considerations, the Board Members determined that AAMAUIM can provide sub-advisory services that are appropriate in scope and extent in light of the proposed investment program for the Portfolio and that AAM’sAUIM’s appointment is not expected to diminish the nature, extent and quality of services provided to the Portfolio.

Investment Performance

The Board Members considered AAM’sAUIM’s investment management experience, capabilities and resources. The Board Members reviewed the historical performance of the Portfolio for various trailingthe past 1-, 3-, 5- and 10-year periods ended May 31, 2020 againstFebruary 28, 2022, as compared to: (i) the proposed strategy; (ii) the Portfolio’s benchmark.benchmark; and (iii) the Portfolio’s Morningstar peer group median. The Board Members noted that the Portfolio’s proposed strategy under AAM management was a custom strategy for which no historical performance data was available. The Board Members reviewedcompared favorably over all periods, outperforming the historical performance of: (i) AAM Global Equity Income, an Irish domiciledPortfolio and the Portfolio’s benchmark over the past open-end1-, 3-, 5- fund managed by AAM that usesand 10-year periods and outperforming the same dividend-focused philosophy as that proposed forMorningstar peer group median over the Portfolio; (ii) AAM Ethical Equity, apast UK-domiciled open-end1-, 5- fund managed by AAM that employs a similar ESG dedicated strategy as that proposed forand 10-year periods, but performing below the Portfolio; and (iii)Morningstar peer group median over the U.S. sleeve of AAM Global Equity Income, as a way to demonstrate the team’s stock-picking skills in the U.S. market with a dividend approach. past 3-year period.

On the basis of this information and the Board Members’ assessment of the nature, extent and quality of the sub-advisory services to be provided by AAM,AUIM, the Board Members concluded that AAMAUIM is capable of generating a level of investment performance that is appropriate in scope and extent in light of the Portfolio’s proposed new principal investment strategies, the competitive landscape of the investment company business and investor needs.

Management and Sub-Advisory Fees and Total Expense Ratio

The Board Members considered the revised management and new sub-advisory fee schedules (“Fee Changes”) for the Portfolio. The Board Members noted that the Fee Changes would result in lower management and sub-advisory fees based on assets as of February 28, 2022, resulting in immediate savings for current investors as well as additional savings as the Portfolio’s assets grow in size. The Board Members reviewed the management fee and total expense ratio of each class of the Portfolio, based on current assets as of February 28, 2022 and assuming implementation of the Fee Changes, as compared to the applicable BroadridgeLipper and Morningstar peer group medians. The Board considered that the management fee would be above the Lipper and Morningstar peer group medians and that the total expense ratio of each class of the Portfolio would be below the Lipper and Morningstar peer group medians. The Board Members noted that although the management fee and/or total expense ratio would in some cases, be above the applicable Broadridge and/orLipper and Morningstar peer group medians, TAM believes the management fee and total expense ratio of each class of the Portfolio would be competitive relative to peers.

The Board Members considered that the revised management and new sub-advisory fee schedules would be lower at all asset levels than the current management and sub-advisory fee schedules. The Board Members also considered that TAM had negotiated with AAMAUIM to have the Portfolio’s assets aggregated with the assets of TF Dividend FocusedTransamerica Bond for purposes of computing breakpoints in the new sub-advisory fee schedule. The Board Members noted that if the Fee Changes are implemented, the total expense ratio of each class of the Portfolio is expected to remain the same.decrease. The Board Members noted that as the Portfolio grows in size, the revised management and new sub-advisory fee schedules haveschedule has the potential to result in additional savings for investors.

The Board Members considered the portion of the Portfolio’s management fee to be retained by TAM following payment of the sub-advisory fee by TAM to AAMAUIM and noted that TAM considered the amount to be reasonable compensation for its services. The Board Members also considered that TAM has entered into an expense limitation arrangement with the Portfolio, which may result in TAM waiving fees for the benefit of investors, and that the expense limit applicable to each class of the Portfolio under this arrangement would be lowered. On the basis of these and other considerations, together with the other information it considered, the

18


Board Members determined that the revised management fee schedule and new sub-advisory fee schedule were reasonable in light of the services to be provided.

Cost of Services to be Provided and Level of Profitability.

The Board Members reviewed pro forma estimated profitability information provided by TAM for TAM and its affiliates, including AAM.AUIM. The Board Members noted that, based on assets as of May 31, 2020,February 28, 2022, there was expected to be a slight decrease in the net management fees retained by TAM buton the Portfolio and an increase in overall profitability to the Transamerica/Aegon organization due to the fact that, unlike Barrow Hanley, AAMPIMCO, AUIM is an affiliated sub-adviser. The Board Members also considered TAM’s view that the Portfolio’s proposed net management fee would allow TAM to be reasonably compensated for its services. The Board Members also considered the pro forma revenue, expense and pre-distribution profit margin information provided by TAM and determined that the profitability of TAM and its affiliates from their relationships with the Portfolio was not anticipated to be excessive.

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Economies of Scale

In evaluating the extent to which the Portfolio’s revised management fee schedule and new sub-advisory fee schedule reflected economies of scale or would permit economies of scale to be realized in the future, the Board Members considered the existence of breakpoints in both the management and sub-advisory fee schedules. The Board Members noted that the breakpoints in the revised management fee schedule and new sub-advisory fee schedule lower the asset levels for the last two breakpoints, which would benefit investors as the Portfolio grows in size. The Board Members concluded that they would have the opportunity to periodically reexamine the appropriateness of the management fees payable by the Portfolio to TAM, and the sub-advisory fees payable by TAM to AAM,AUIM, in light of any economies of scale experienced in the future.

Fall-Out Benefits

The Board considered other benefits expected to be derived by AAMAUIM from its relationship with the Portfolio. The Board noted that TAM would not receive benefits from research obtained with commissions paid to broker-dealers for portfolio transactions (“soft dollars”) as a result of its relationships with AAMAUIM or the Portfolio, and that AAMAUIM had indicated it also would not engage in soft dollar arrangements and receive such benefits as a result of its relationships with TAM and the Portfolio.

Conclusion

After consideration of the factors described above, as well as other factors, the Board Members, including the Independent Board Members, concluded that the approval of the revised management fee schedule and the New TSTTotal Return Sub-Advisory Agreement was in the best interests of the Portfolio and its investors and voted to approve the revised management fee schedule and the New TSTTotal Return Sub-Advisory Agreement.

In the event that ShareholdersHolders do not approve this Proposal I,II, the Board will determine the appropriate course of action with respect to the management of the Portfolio.

Your Board recommends that you vote “FOR” the approval of the New TSTTotal Return Sub-Advisory Agreement.

 

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OTHER BUSINESS

The Board Members do not know of any matters to be presented at the Special Meetings other than those set forth in this Joint Proxy Statement. If other business should properly come before a Special Meeting, including any questions as to an adjournment or postponement of the Shareholdersuch Meeting of Holders, any such matter will be voted in accordance with the judgment of the persons named in the accompanying proxy card.

ADDITIONAL INFORMATION

Information about the Sub-Adviser

AAM,AUIM, located at 3 Lochside Crescent, Edinburg EH12 9SA,6300 C Street SW, Cedar Rapids, IA 52499, has been a registered investment adviser since 2017. AAM,December 2001. AUIM, an affiliate of TAM, is a wholly owned subsidiary of Aegon N.V., a Netherlands corporation and publicly traded international insurance group, located at AEGONplein 50, 2591 TV, The Hague, The Netherlands.and is an affiliate of TAM. As of June 30, 2020, AAMDecember 31, 2021, AUIM had approximately $44.7$135.9 billion in total assets under management.

Portfolio Managers. The following portfolio managers would be responsible for the day to dayday-to-day management of the Funds:Portfolios:

 

Name  Sub-Adviser  Positions Over Past Five Years

Mark Peden,

Bradley D. Doyle, CFA

Aegon Asset Management UK plc

  

Portfolio Manager of the Funds since 2020; Lead Portfolio Manager of the Aegon Global Equity Income strategy since 2011; joined Aegon

AssetUSA Investment Management, UK plc in 1992LLC

Robin BlackAegon Asset Management UK plc  Portfolio Manager of the FundsPortfolio since 2020; 2022. Portfolio Manager with Aegon USA Investment Management, LLC since 2004; Head of Investment Grade Credit since 2017.

Tyler A. Knight, CFA

Aegon USA Investment Management, LLC

Portfolio Manager of the Portfolio since 2022. Portfolio Manager with Aegon Global Equity Income strategyUSA Investment Management, LLC since 2017; joined 2008; Head of Structured Finance since 2018.

Jeremy Mead, CFA*

Aegon USA Investment Management, LLC

Portfolio Manager of the Portfolio since 2022. Portfolio Manager with Aegon USA Investment Management, LLC since 2016; Head of US Client Investment Solutions and Insurance Asset Management UK plc in 2016; prior to 2016, Managing Director at Macquarie from 2010-2016since 2016.

Sivakumar N. Rajan**

Aegon USA Investment Management, LLC

Portfolio Manager of the Portfolio since 2022. Portfolio Manager with Aegon USA Investment Management, LLC since 2015.

Brian W. Westhoff, CFA

Aegon USA Investment Management, LLC

Portfolio Manager of the Portfolio since 2022. Portfolio Manager with Aegon USA Investment Management, LLC since 2011; Head of Multi-Sector Portfolio Management and Emerging Market Debt Strategies.

*

Transamerica Aegon Bond VP (currently, Transamerica PIMCO Total Return VP) only.

**

Transamerica Aegon Core Bond VP (currently, Transamerica JPMorgan Core Bond VP) only.

Management and Governance. Listed below are the names, positions and principal occupations of the directors and principal executive officers of AAMAUIM as of October 8, 2020.June 17, 2022. The principal address of each individual as it relates to his or her duties at AAMAUIM is the same as that of AAMAUIM unless otherwise noted.

 

Name

Position with AAM
Stephen Jones

 

Executive Director, Position with AUIM

Christopher C. Thompson

Chief Executive Officer and Elected Manager

Thomas J. Scherer

Chief Legal Officer, Executive Vice President and Elected Manager

Stephen Jones

AAM Chief Investment Officer, Fixed Income, Equity and AAM UK Board

DirectorMulti-asset (global CIO supervising AUIM investment activities)

Jane Daniel

James A. Mautino

 Executive Director and AAM UK Board Director

Chief Compliance Officer

Bas NieuweWeme

Lara Ann Osterhaus

 AAM UK Non-Executive Board Director
John O’DonnellChief Risk Officer
Jim MautinoChief Compliance Officer

Elected Manager

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Management Activities. AAM does not actAs of June 17, 2022, AUIM acts as an adviser or sub-adviser for any registered investment companies, or series of a registered investment company,companies, with investment objectives similar to the Fund.Portfolios as noted below.

Comparable fund for which AUIM serves as Adviser

Assets Managed by AUIM

(as of June 17, 2022)

Advisory Fee Paid to AUIM (annually)

Transamerica Bond

$1.33 billion

0.12% of the first $250 million

0.10% over $250 million up to $500 million

0.08% over $500 million up to $1 billion

0.075% in excess of $1 billion.

Transamerica Intermediate Bond(1)

$1.35 billion

0.12% of the first $1 billion

0.05% in excess of $1 billion

(1)

The average daily net assets for the purpose of calculating sub-advisory fees is determined on a combined basis with the portion of assets of Transamerica Balanced II, Transamerica Multi-Managed Balanced and Transamerica Multi-Managed Balanced VP that are sub-advised by AUIM. Also included are the portion of assets of Balanced Ret Opt and Bond Ret Opt, each separately managed accounts of Transamerica Life Insurance Company that are advised by AUIM.

Brokerage Information

There were no brokerage commissions incurred on security transactions placed with affiliates of TAM or AAMAUIM for the fiscal year ended October 31, 2019 for TF Dividend Focused or December 31, 20192021 for TST Dividend FocusedTransamerica Core Bond VP. For the fiscal year ended December 31, 2021, Transamerica Total Return VP paid brokerage commissions of $31,423.

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ShareholderHolder Approval

To become effective with respect to the applicable Fund,Portfolio, each of the New TFCore Bond Sub-Advisory Agreement and the New TSTTotal Return Sub-Advisory Agreement must be approved by a vote of a majority of the outstanding voting securities of that Fund.Portfolio. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (a) 67% or more of the voting power of the voting securities of the FundPortfolio that are present at the Meeting or represented by proxy if holders of shares representing more than 50% of the voting power of the outstanding voting securities of the FundPortfolio are present or represented by proxy or (b) more than 50% of the voting power of the outstanding voting securities of the Fund. ThePortfolio. Each of the New TFCore Bond Sub-Advisory Agreement and the New TSTTotal Return Sub-Advisory Agreement were each approved by the Independent Board Members, separately, and by the Board of each Fund,Portfolio, as a whole, after consideration of all factors which were determined to be relevant to their deliberations, including those discussed above.

Your Board recommends that you for “FOR” the approval of both the New TFCore Bond Sub-Advisory Agreement orand the New TSTTotal Return Sub-Advisory Agreement, as applicable.

Transfer Agent and Principal Underwriter

Transamerica Fund Services, Inc. (“TFS”), the transfer agent of each of the Funds,Portfolios, is located at 1801 California Street, Suite 5200, Denver, CO 80202. TFS has outsourced the provision of certain transfer agency services to DST Asset Manager Solutions, Inc. located at 2000 Crown Colony Drive, Quincy, MA 02169. The current distributor of each of the FundsPortfolios is Transamerica Capital, Inc. (“TCI”), located at 1801 California Street, Suite 5200, Denver, CO 80202. TAM, TFS and TCI are all affiliated due to their common ultimate ownership by Aegon, N.V.

Custodian

State Street Bank & Trust Company, located at One Lincoln Street, Boston, MA 02111, serves as each Fund’sPortfolio’s custodian.

Annual and Semi-Annual Reports

ShareholdersHolders of TF Dividend Focused can find important information about the Fund in the Fund’s annual report dated October 31, 2019Transamerica Core Bond VP and its semi-annual report dated April 30, 2020 which have been previously mailed to Shareholders. Shareholders of TST Dividend FocusedTransamerica Total Return VP can find important information about the FundPortfolios in the Fund’sPortfolios’ annual report dated December 31, 20192021 and itsthe Portfolios’ semi-annual report dated June 30, 2020,2021, which have been previously mailedprovided to Shareholders.Holders. You may obtain copies of these reports without charge by writing to the FundsPortfolio at the address shown below or by calling 1-888-233-4339 for Transamerica Funds, or 1-800-851-9777 for Transamerica Series Trust.1-800-851-9777.

ShareholderHolder inquiries and transaction requests should be mailed to:

Transamerica Fund Services Inc.

P.O. Box 219945

Kansas City, MO 64121-9945

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Proxy Solicitation

The solicitation of proxies will be principally conducted by the mailing of this Joint Proxy Statement beginning on or about October 23, 2020,August 8, 2022, but proxies may also be solicited by telephone and/or online by representatives of the Funds,Portfolios, regular employees of TAM or its affiliate(s), or AST Fund Solutions, LLC,Mediant Communications Inc., a private proxy services firm. It is anticipated that the estimated solicitation costs, including retaining AST Fund Solutions, LLC,Mediant Communications Inc., will be approximately $80,000$113,000 to $100,000.$125,000. If we have not received your vote as the date of each Special Meeting approaches, you may receive a call from these parties to ask for your vote. Arrangements will be made with brokerage houses and custodians, nominees and fiduciaries to forward proxies and proxy materials to their clients.

AST Fund Solutions, LLC,Mediant Communications Inc. will provide mailing, solicitation and tabulation services in order to reach quorum and the required vote for the Funds’Portfolios’ proposals by the Shareholderrespective Special Meeting Date or any adjournment thereof. The services will include: (i) designing proxy ballots and reminder letters; (ii) processing shareholder data to determine solicitation strategies and efficiencies; (iii) printing proxy ballots; (iv) inserting and mailing proxy materials to record date shareholders; (v) providing internet and touchtone voting services to secure votes from shareholders; (vi) scanning return proxy cards; (vii) providing solicitation analysis and consultation before and during solicitation period to maximize voting returns; (viii) daily reporting of solicitation results, as applicable; (ix) providing final meeting reports and affidavits; and (x) providing virtual meeting service and support.

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The cost of the Special Meetings, including the preparation and mailing of the Notice, Joint Proxy Statement and the solicitation of proxies, including reimbursement to brokerage firms and others for their expenses in forwarding proxy materials to the beneficial owners and soliciting them to execute proxies, will be borne by TAM and AAM and not the Funds.Portfolios.

Principal ShareholdersHolders

As of October 8,June 17, 2022, the outstanding shares of each FundPortfolio were as follows:

TF Dividend Focused

Transamerica Core Bond VP

   Class  Total Shares Outstanding
 AInitial  10,180,649.1610,932,260.24
 CService    391,820.43
I1,093,104.70
I261,395,686.75
R1*0
R6666,095.84
T2*025,022,035.09

* Class R1 and Class T2 shares of the Fund are not currently offered to investors.

TST Dividend FocusedTransamerica Total Return VP

   Class  Total Shares Outstanding
 Initial  25,866,719.0190,069,294.32
 Service  13,266,342.5863,469,704.71

To the knowledge of the Trusts,Trust, as of October 8, 2020,June 17, 2022, the Board Members and officers of eachthe Trust, individually and as a group, owned beneficially less than 1% of the outstanding shares of the Funds.Portfolios.

As of October 8, 2020,June 17, 2022, the persons listed in Appendix B owned of record 5% or more of the shares of the FundsPortfolios indicated in Appendix B.

ShareholdersHolders Communications to the Boards

ShareholdersHolders may mail written communications to a Fund’seach Portfolio’s Board, addressed to the care of the Secretary of the Fund,Portfolio, at the Funds’ address.address of the Portfolio. Each ShareholderHolder communication must (i) be in writing and be signed by the Shareholder,Holder, and (ii) identify the full name of the Fund.Portfolio. The Secretary is responsible for collecting, reviewing and organizing all properly submitted Shareholder communications. Except as provided below, with respect to each properly submitted ShareholderHolder communication, the Secretary will either (i) provide a copy of the communication to the Board at the next regularly scheduled Board meeting, or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Board promptly after receipt. The Secretary may, in good faith, determine that a ShareholderHolder communication should not be provided to the Board because the communication, among other things, (i) does not reasonably relate to the FundPortfolio or its operations, management, activities, policies, service providers, Board, officers, ShareholdersHolders or other matters relating to an investment in a Fund,Portfolio, or (ii) is ministerial in nature (such as a request for FundPortfolio literature, share data or financial information).

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ShareholdersHolders Sharing the Same Address

As permitted by law, each FundPortfolio will deliver only one copy of this Joint Proxy Statement to ShareholdersHolders residing at the same address, unless such ShareholdersHolders have notified the Funda Portfolio of their desire to receive multiple copies of the ShareholderHolder reports and proxy statements the FundPortfolio sends. If you would like to receive an additional copy, please contact your FundPortfolio by writing to the address shown on the front page of this Joint Proxy Statement or by calling 1-888-233-43391-888-823-1460. for Transamerica Funds, or 1-800-851-9777 for Transamerica Series Trust. The FundPortfolio will then promptly deliver, upon request, a separate copy of this Joint Proxy Statement to any ShareholderHolder residing at an address to which only one copy was mailed. ShareholdersHolders wishing to receive separate copies of each Fund’s ShareholderPortfolio’s Holder reports and proxy statements in the future, and ShareholdersHolders sharing an address that wish to receive a single copy if they are receiving multiple copies, should also send a request as indicated.

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ShareholderHolder Proposals

The FundsPortfolios are not required to and do not intend to hold regular annual meetings of Shareholders. ShareholdersHolders. Holders wishing to submit proposals for inclusion in a proxy statement for a subsequent meeting (if any) should send their written proposals to Erin D. Nelson,Dennis P. Gallagher, Secretary, 1801 California Street, Suite 5200, Denver, CO 80202.

Proposals relating to FundsPortfolios must be received a reasonable time prior to the date of a meeting of shareholders of a FundPortfolio to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. A shareholder proposal may be presented at a meeting of shareholders only if such proposal concerns a matter that may be properly brought before the meeting under applicable federal proxy rules, state law and other governing instruments.

Fiscal Year

The fiscal year end of TF Dividend Focused is October 31. The fiscal year end of TST Dividend FocusedTransamerica Core Bond VP and Transamerica Total Return Bond VP is December 31.

General

Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Special Meetings. However, if other matters are properly presented to a Special Meeting for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the applicable Fund.Portfolio.

A list of ShareholdersHolders entitled to be present and to vote at the Special Meetings will be available at the offices of the Funds,Portfolios, 1801 California Street, Suite 5200, Denver, CO 80202 for inspection by any holderHolder during regular business hours beginning ten days prior to the date of the Special Meetings.

Adjournment

Failure of a quorum to be present at a Special Meeting will necessitate adjournment. The persons named in the enclosed proxy may also move for an adjournment of a Special Meeting if a quorum is present but sufficient votes have not been received to approve a proposal, or for any other reason consistent with applicable law and eachthe Trust’s Declaration of Trust, Charter and By-Laws, including to allow for the further solicitation of proxies. Under each Fund’sthe Trust’s By-Laws, in the absence of a quorum, a Special Meeting may be adjourned by the motion of the person presiding at the Special Meeting. If a quorum is present but sufficient votes to approve a proposal are not received, a Special Meeting may be adjourned by the affirmative vote of a majority of the shares present in person or represented by proxy at the Special Meeting. Any adjournment may be made with respect to any business which might have been transacted at such meeting, and any adjournment will not delay or otherwise affect the effectiveness and validity of any business transacted at the ShareholderSpecial Meeting of Holders prior to adjournment.

Information about the FundsPortfolios

Each of the FundsPortfolios is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act and files reports, proxy statements and other information with the SEC. These reports, proxy statements and other information have been filed by the FundsPortfolios and may be obtained upon payment of a duplication fee or by electronic request at the following e-mail address, publicinfo@sec.gov.publicinfo@sec.gov. Reports and other information about the FundsPortfolios are also available on the SEC’s Internet site at http://www.sec.gov. To obtain a copy of this Joint Proxy Statement or other information about the Funds,Portfolios, without charge, or to request other information or make other inquiries about the Funds,Portfolios, call 1-888-233-4339 for Transamerica Funds, or 1-800-851-9777 for Transamerica Series Trust or write to the Trusts,Trust, 1801 California Street, Suite 5200, Denver, CO 80202, or visit the website at www.transamerica.com for TF Dividend Focused, and www.transamericaseriestrust.com for TST Dividend Focused VP..

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Please submit your voting instructions promptly by signing and dating the enclosed proxy card and returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to similarly provide voting instructions by telephone or by the Internet.

 

By Order of the Boards,

/s/ Erin D. NelsonDennis P. Gallagher

Erin D. Nelson

Dennis P. Gallaher

Chief Legal Officer and Secretary

October 21, 2020August 4, 2022

 

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Appendix A

TRANSAMERICA SERIES TRUST

FORM OF AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

AEGON USA INVESTMENT SUBADVISORY AGREEMENTMANAGEMENT, LLC

Aegon Asset Management UK plc (formerly, Kames Capital plc)

This Agreement, entered intoTHIS AMENDMENT is made as of DecemberNovember 1, 2020 by and2022, to the Sub-Advisory Agreement dated as of March 22, 2011, as amended, (the “Agreement”) between Transamerica Asset Management, Inc. and Aegon USA Investment Management, LLC.

In consideration of the mutual covenants contained herein, the parties agree as follows:

Schedule A. Schedule A to the Agreement is hereby deleted entirely and replaced as follows:

  PORTFOLIOSSUB-ADVISER COMPENSATION1

Transamerica Aegon Bond VP (formerly known as Transamerica PIMCO Total Return VP)

0.12% of the first $250 million;

0.10% over $250 million up to $500 million;

0.08% over $500 million up to $1 billion;

0.075% over $1 billion2

Transamerica Aegon High Yield Bond VP

0.35% of the first $20 million;

0.24% over $20 million up to $40 million;

0.19% over $40 million up to $125 million; and

0.14% over $125 million3

Transamerica Aegon Core Bond VP (formerly known as Transamerica JPMorgan Core Bond VP)

0.12% of the first $1 billion; and

0.05% over $1 billion4

Transamerica Aegon U.S. Government Securities VP

0.15% of average daily net assets

Transamerica Multi-Managed Balanced VP

0.12% of the first $1 billion; and

0.05% over $1 billion4

1

As a percentage of average daily net assets on an annual basis.

2

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Bond and Transamerica Aegon Bond VP.

3

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica High Yield Bond and Transamerica High Yield ESG.

4

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Intermediate Bond, Transamerica Aegon Core Bond VP, the portion of assets of Transamerica Multi-Managed Balanced, Transamerica Multi-Managed Balanced VP, and Transamerica Balanced II that are sub-advised by Aegon USA Investment Management LLC (“AUIM”) and the portion of assets of Balanced Ret Opt and Bond Ret Opt, each separately managed accounts of Transamerica Life Insurance Company that are advised by AUIM.

In all other respects, the Agreement dated as of March 22, 2011, as amended, is confirmed, and remains in full force and effect.

[signature page follows]

A-1


The parties hereto have caused this amendment to be executed as of November 1, 2022.

TRANSAMERICA ASSET MANAGEMENT, INC.
By:

Name:
Title:
AEGON USA INVESTMENT MANAGEMENT, LLC
By:

Name:
Title:

A-2


TRANSAMERICA SERIES TRUST

AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

AEGON USA INVESTMENT MANAGEMENT, LLC

THIS AMENDMENT is made as of July 31, 2020 to the Sub-Advisory Agreement dated as of March 22, 2011, as amended, (the “Agreement”) between Transamerica Asset Management, Inc. and Aegon USA Investment Management, LLC.

In consideration of the mutual covenants contained herein, the parties agree as follows:

Schedule A. Schedule A to the Agreement is hereby deleted entirely and replaced as follows:

PORTFOLIOS

SUB-ADVISER COMPENSATION1

Transamerica Aegon High Yield Bond VP

0.35% of the first $20 million;

0.24% over $20 million up to $40 million;

0.19% over $40 million up to $125 million; and

0.14% over $125 million2

Transamerica Aegon U.S. Government Securities VP0.15% of average daily net assets
Transamerica Multi-Managed Balanced VP

0.12% of the first $1 billion; and

0.05% over $1 billion3

1

As a percentage of average daily net assets on an annual basis.

2

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica High Yield Bond and Transamerica High Yield ESG.

3

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Intermediate Bond, the portion of assets of Transamerica Balanced II, the portion of assets of Transamerica Multi-Managed Balanced, the portion of assets of Balanced Ret Opt and Bond Ret Opt, each separately managed accounts of Transamerica Life Insurance Company that are advised by Aegon USA Investment Management, LLC.

In all other respects, the Agreement dated as of March 22, 2011, as amended, is confirmed and remains in full force and effect.

[signature page follows]

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The parties hereto have caused this amendment to be executed as of July 31, 2020.

TRANSAMERICA ASSET MANAGEMENT, INC.
By:

/s/ Thomas R. Wald

Name:Thomas R. Wald
Title:Chief Investment Officer and Senior Vice President
AEGON USA INVESTMENT MANAGEMENT, LLC
By:

/s/ Stephanie Phelps

Name:Stephanie Phelps
Title:CAO

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TRANSAMERICA SERIES TRUST

AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

AEGON USA INVESTMENT MANAGEMENT, LLC

THIS AMENDMENT is made as of January 6, 2020 to the Sub-Advisory Agreement dated as of March 22, 2011, as amended, (the “Agreement”) between Transamerica Asset Management, Inc. and Aegon USA Investment Management, LLC.

In consideration of the mutual covenants contained herein, the parties agree as follows:

Schedule A. Schedule A to the Agreement is hereby deleted entirely and replaced as follows:

PORTFOLIOSSUB-ADVISER COMPENSATION1

Transamerica Aegon High Yield Bond VP

0.35% of the first $20 million;
0.24% over $20 million up to $40 million;
0.19% over $40 million up to $125 million;
and

0.14% over $125 million2

0.15% of average daily net assets

Transamerica Aegon U.S. Government Securities VP

Transamerica Multi-Managed Balanced VP

0.12% of the first $1 billion; and

0.05% over $1 billion3

1 As a percentage of average daily net assets on an annual basis.

2 The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica High Yield Bond.

3 The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Intermediate Bond, the portion of assets of Transamerica Balanced II, the portion of assets of Transamerica Multi-Managed Balanced, the portion of assets of Balanced Ret Opt and Bond Ret Opt, each separately managed accounts of Transamerica Life Insurance Company that are advised by Aegon USA Investment Management, LLC.

In all other respects, the Agreement dated as of March 22, 2011, as amended, is confirmed and remains in full force and effect.

[signature page follows]

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The parties hereto have caused this amendment to be executed as of January 6, 2020.

TRANSAMERICA ASSET MANAGEMENT, INC.

By:

/s/ Christopher A. Staples

Name:  Christopher A. Staples
Title:Senior Vice President

AEGON USA INVESTMENT MANAGEMENT, LLC

By:

/s/ Stephanie Phelps

Name:  Stephanie Phelps
Title:CAO
    TRANSAMERICA SERIES TRUST

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AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

AEGON USA INVESTMENT MANAGEMENT, LLC

THIS AMENDMENT is made as of July 1, 2016 to the Sub-Advisory Agreement dated as of March 22, 2011, as amended, (the “Agreement”) between Transamerica Asset Management, Inc. and Aegon USA Investment Management, LLC.

In consideration of the mutual covenants contained herein, the parties agree as follows:

Schedule A. Schedule A to the Agreement is hereby deleted entirely and replaced as follows:

PORTFOLIOS

SUB-ADVISER COMPENSATION1

Transamerica Aegon High Yield Bond VP

0.35% of the first $20 million;

0.25% over $20 million up to $40 million;

0.20% over $40 million up to $125 million; and

0.15% over $125 million2

Transamerica Aegon Government Money Market VP

0.05% of the first $1 billion;

0.04% over $1 billion up to $3 billion; and

0.03% over $3 billion3

Transamerica Aegon U.S. Government Securities VP

0.15% of average daily net assets

Transamerica Multi-Managed Balanced VP

0.12% of the first $1 billion; and

0.05% over $1 billion4

Transamerica Multi-Manager Alternative Strategies VP

0.20% of the first $500 million;

0.19% over $500 million up to $600 million;

0.18% over $600 million up to $1 billion;

0.17% over $1 billion up to $2 billion; and

0.16% over $2 billion5

1

As a percentage of average daily net assets on an annual basis.

2

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica High Yield Bond and Transamerica Partners High Yield Bond Portfolio.

3

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Government Money Market and Transamerica Partners Government Money Market Portfolio.

4

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Intermediate Bond, Transamerica Multi-Managed Balanced, Transamerica Partners Balanced Portfolio, Transamerica Partners Core Bond Portfolio, the portion of assets of Balanced Ret Opt and Bond Ret Opt, each separately managed accounts of Transamerica Life Insurance Company that are advised by Aegon USA Investment Management, LLC.

5

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Multi-Manager Alternative Strategies Portfolio.

In all other respects, the Agreement dated as of March 22, 2011, as amended, is confirmed and remains in full force and effect.

[signature page follows]

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The parties hereto have caused this amendment to be executed as of July 1, 2016.

TRANSAMERICA ASSET MANAGEMENT, INC.
By:

    /s/ Christopher A. Staples

Name:    Christopher A. Staples
Title:    Senior Vice President and Chief Investment Officer, Advisory Services
AEGON USA INVESTMENT MANAGEMENT, LLC
By:

    /s/ Stephanie M. Phelps

Name:    Stephanie M. Phelps
Title:    Sr. VP, Chief Financial Officer

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TRANSAMERICA SERIES TRUST

AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

AEGON USA INVESTMENT MANAGEMENT, LLC

THIS AMENDMENT is made as of May 1, 2016 to the Sub-Advisory Agreement dated as of March 22, 2011, as amended, (the “Agreement”) between Transamerica Asset Management, Inc. and Aegon USA Investment Management, LLC.

In consideration of the mutual covenants contained herein, the parties agree as follows:

Schedule A. Schedule A to the Agreement is hereby deleted entirely and replaced as follows:

PORTFOLIOS

SUB-ADVISER COMPENSATION1
Transamerica Aegon High Yield Bond VP

0.35% of the first $20 million;

0.25% over $20 million up to $40 million;

0.20% over $40 million up to $125 million; and

0.15% over $125 million2

Transamerica Aegon Government Money Market VP

0.05% of the first $1 billion;

0.04% over $1 billion up to $3 billion; and

0.03% over $3 billion3

Transamerica Aegon U.S. Government Securities VP

0.15% of average daily net assets

Transamerica Asset Allocation – Conservative VP

0.08% of the first $10 billion; and

0.075% over $10 billion4

Transamerica Asset Allocation – Growth VP

0.08% of the first $10 billion; and

0.075% over $10 billion4

Transamerica Asset Allocation – Moderate Growth VP

0.08% of the first $10 billion; and

0.075% over $10 billion4

Transamerica Asset Allocation – Moderate VP

0.08% of the first $10 billion; and

0.075% over $10 billion4

Transamerica International Moderate Growth VP

0.08% of the first $10 billion; and

0.075% over $10 billion4

Transamerica Multi-Managed Balanced VP

0.12% of the first $1 billion; and

0.05% over $1 billion5

Transamerica Multi-Manager Alternative Strategies VP

0.20% of the first $500 million;

0.19% over $500 million up to $600 million;

0.18% over $600 million up to $1 billion;

0.17% over $1 billion up to $2 billion; and

0.16% over $2 billion6

1

As a percentage of average daily net assets on an annual basis.

2

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica High Yield Bond and Transamerica Partners High Yield Bond Portfolio.

3

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Government Money Market and Transamerica Partners Government Money Market Portfolio.

4

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Asset Allocation Conservative VP, Transamerica Asset Allocation Growth VP, Transamerica Asset Allocation Moderate Growth VP, Transamerica Asset Allocation Moderate VP, and Transamerica International Moderate Growth VP.

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5

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Intermediate Bond, Transamerica Multi-Managed Balanced, Transamerica Partners Balanced Portfolio, Transamerica Partners Core Bond Portfolio, the portion of assets of Balanced Ret Opt and Bond Ret Opt, each separately managed accounts of Transamerica Life Insurance Company that are advised by Aegon USA Investment Management, LLC.

6

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Multi-Manager Alternative Strategies Portfolio.

In all other respects, the Agreement dated as of March 22, 2011, as amended, is confirmed and remains in full force and effect.

The parties hereto have caused this amendment to be executed as of May 1, 2016.

TRANSAMERICA ASSET MANAGEMENT, INC.
By:

  /s/ Christopher A. Staples

Name:    Christopher A. Staples
Title:

Senior Vice President and Chief Investment Officer, Advisory Services

AEGON USA INVESTMENT MANAGEMENT, LLC
By:

  /s/ Stephanie M. Phelps

Name:    Stephanie M. Phelps
Title:  Sr. VP, Chief Financial Officer

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AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

AEGON USA INVESTMENT MANAGEMENT, LLC

THIS AMENDMENT is made as of October 1, 2015 (the “Amendment”), a Florida corporation (referred to hereinthe Investment Subadvisory Agreements dated as “TAM”of March 22, 2011, August 18, 2011, and March 1, 2013, as amended from time to time (the “Agreement”), between Transamerica Asset Management, Inc. (“TAM”) and Aegon AssetUSA Investment Management, UK plc, a United Kingdom Public Limited Company (referredLLC (the “Subadviser”), pursuant to herein as the “Subadviser”).

which TAM is the investment adviser to Transamerica Funds (the “Trust”), an open-end investment company registered under the Investment Company Act of 1940 (collectively with the rules and regulations promulgated thereunder and any exemptive orders thereunder, the “1940 Act”). TAM wishes to engagehas engaged the Subadviser to provide certain investment advisory services to the fund(s) and/or portfolio(s) listed on Schedule A to this Amendment (each, a “Fund”), each Fund a separate series of the TrustTransamerica trust listed on Schedule A hereto (the “Fund”). The Subadviser desires to furnish services for the Trust and to perform the functions assigned to it under this Agreement for the considerations provided. Accordingly, the parties have agreed as follows:

1.Appointment. In accordance with the Investment Advisory Agreement between the Trust and TAM (the “Advisory Agreement”), TAM hereby appoints the Subadviser to act as subadviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render or cause to be rendered the services set forth for the compensation herein specified.

2.Subadvisory Services. In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities:

(a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’s behalf as the Subadviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the Subadviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws, as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or TAM provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies.

(b) The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law,

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brokers or dealers may be selected who also provide brokerage services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein.

(c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers.

(d) Unless TAM advises the Subadviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with TAM or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM.

(e) The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify TAM promptly.In addition, the Subadviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings.

3.Activities of the Subadviser. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Subadviser to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities for the Fund and one or more other accounts of the Subadviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Subadviser. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Subadviser’s policies and procedures as presented to the Board from time to time.

4.Allocation of Charges and Expenses. During the term of this Agreement, the Fund will bear all expenses not expressly assumed by TAM or the Subadviser incurred in the operation of the Fund and the offering of its shares. Without limiting the generality of the foregoing:

(a) The Fund shall pay its allocable share of (i) fees payable to TAM pursuant to the Advisory Agreement; (ii) the cost (including brokerage commissions, if any) incurred in connection with purchases and sales of the Fund’s portfolio securities; (iii) expenses of organizing the Fund; (iv) filing fees and expenses relating to registering and qualifying and maintaining the registration and qualification of the Fund’s shares for sale under federal and state securities laws; (v) the compensation, fees and reimbursements paid to the Trust’s non-interested Trustees; (vi) custodian and transfer agent fees; (vii) legal and accounting expenses allocable to the Fund, including costs for local representation in the Trust’s jurisdiction of organization and fees and expenses of special counsel, if any, for the independent Trustees;

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(viii) all federal, state and local tax (including stamp, excise, income and franchise taxes) and the preparation and filing of all returns and reports in connection therewith; (ix) cost of certificates, if any, and delivery to purchasers; (x) expenses of preparing and filing reports with federal and state regulatory authorities; (xi) expenses of shareholders’ meetings and of preparing, printing and distributing proxy statements (unless otherwise agreed to by the Trust and TAM); (xii) costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; (xiii) any costs, expenses or losses arising out of any liability of, or claim for damage or other relief asserted against, the Trust for violation of any law; (xiv) expenses of preparing, typesetting and printing prospectuses and supplements thereto for existing shareholders and of reports and statements to shareholders; (xv) fees and expenses in connection with membership in investment company organizations and 12b-1 fees; and (xvi) any extraordinary expenses incurred by the Trust on behalf of the Fund.

(b) TAM shall pay all expenses incurred by it in the performance of its duties under this Agreement. TAM shall also pay all fees payable to the Subadviser pursuant to this Agreement.

(c) The Subadviser shall pay all expenses incurred by it in the performance of its duties under this Agreement. The Subadviser shall authorize and permit any of its directors, officers and employees, who may be elected as Trustees or officers of the Trust, to serve in the capacities in which they are elected, and shall pay all compensation, fees and expenses of such Trustees and officers.

5.Obligation to Provide Information. Each party’s obligation to provide information shall be as follows:

(a) TAM shall cause the Subadviser to be kept fully informed at all times with regard to the securities owned by the Fund, its funds available, or to become available, for investment, and generally as to the condition of the Fund’s affairs. TAM shall furnish the Subadviser with such other documents and information with regard to the Fund’s affairs as the Subadviser may from time to time reasonably request.

(b) The Subadviser, at its expense, shall supply the Board, the officers of the Trust and TAM with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder, including such information the Fund’s Chief Compliance Officer reasonably believes necessary for compliance with Rule 38a-1 under the 1940 Act.

6.Compensation of the Subadviser. As compensation for the services performed by the Subadviser, TAM shall pay the Subadviser out of the advisory fee it receives with respect to the Fund, and only to the extent thereof, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth opposite the Fund’s name on Schedule A annexed hereto. to this Amendment (each, a “Trust”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Subadviser for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets, in that period from the beginning of such month to such date of termination, and shall be prorated accordingfollowing sections are hereby added to the ratio that the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund, or portion thereof comprising the Allocated Assets, shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as stated in the Fund’s then-current Prospectus or as may be determined by the Board.Agreement:

7.Compensation of Trustees, Officers and Employees. No Trustee, officer or employee of the Trust or the Fund shall receive from the Trust or the Fund any salary or other compensation as such Trustee, officer or employee while he is at the same time a director, officer, or employee of the Subadviser or any affiliated company of the Subadviser, except as the Board may decide. This paragraph shall not apply to Trustees, executive committee members, consultants and other persons who are not regular members of the Subadviser’s or any affiliated company’s staff.

8.Term. This Agreement shall continue in effect with respect to the Fund, unless sooner terminated in accordance with its terms, for two years from its effective date, and shall continue in effect from year to year thereafter, provided such continuance is specifically approved at least annually by the vote of a majority of the Trustees who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on the approval of the terms of such renewal, and by either the Board or the affirmative vote of a majority of outstanding voting securities of that Fund.

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9.Termination. This Agreement may be terminated with respect to the Fund at any time, without penalty, by the Board or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities. This Agreement may also be terminated by TAM upon written notice to the Subadviser, without the payment of any penalty. The Subadviser may terminate the Agreement only upon giving 90 days’ advance written notice to TAM. This Agreement shall terminate automatically in the event of its assignment by the Subadviser and shall not be assignable by TAM without the consent of the Subadviser. For the avoidance of doubt, it is understood that this Agreement may be amended, terminated or not renewed as to one or more Funds without affecting the other Funds hereunder.

10.Liability of the Subadviser. The Subadviser may rely on information reasonably believed by it to be accurate and reliable. The Subadviser assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Subadviser against any liability to TAM or the Fund to which the Subadviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 10, the term the “Subadviser” shall include any affiliates of the Subadviser performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Subadviser and such affiliates.

11.Registration Statement Disclosures.Disclosures.

The Subadviser represents, warrants and agrees that it has reviewed, and shall hereafter review, such portions of the Trust’s current registration statement on Form N-1A with respect to the Fund as filed with the SEC and any amendments or supplements thereto, including without limitation any supplements filed pursuant to Rule 497 under the Securities Act of 1933 (as so amended and supplemented from time to time, collectively, the “Registration Statement”) that describe Subadviser’s management of, or services to, the Fund, including the investment objective, principal strategy, process and principal risks for the Fund (“Covered Content”). TAM agrees to promptlyprovide Subadviser with reasonable notice and opportunity to review and approve Covered Content prior to its filing with the SEC and/or as a result of comments from the SEC. Subadviser agrees to review future amendments or supplements to the Registration Statement that relate to the Subadviser or the Fund,Covered Content, filed with the SEC (or which will be filed with the SEC in the future) and. Subadviser represents and warrants that, solely with respect to the disclosure respecting or relating to theCovered Content that has been expressly reviewed and approved by Subadviser, including any performance information the Subadviser provides that is included in or serves as the basis for information included in the Registration Statement, as of the date of this Agreement, and as of the date of Subadviser’s approval of any future amendments or supplements to the Registration Statement,Covered Content, that the Registration StatementCovered Content does not contain any untrue statement of any material fact or omit any statement of material fact which was required to be stated therein or necessary to make the statements contained therein not misleading.misleading pursuant to federal securities laws. The foregoing representation and warranty shall at all times be deemed to be qualified by any disclosures, comments or alterations made in writing by Subadviser to TAM in respect of Covered Content. For the avoidance of doubt, if TAM has not fully incorporated any such qualifications by Subadviser in the then current Registration Statement either verbatim, or with such modifications as TAM and Subadviser have agreed to in writing, then the representation and warranty herein shall be deemed to be qualified by such written disclosures to TAM by Subadviser.

The Subadviser further agrees to notify TAM and the Trust promptly of any publicly-available, material statement respecting or relating to the Subadviser contained in the Registration StatementCovered Content that becomes untrue in any material respect or if the Registration StatementCovered Content omits any statement of material fact respecting or relating to the Subadviser that is required to be stated therein or necessary to make the statements contained therein not misleading.misleading in accordance with federal securities laws; provided; however, Subadviser shall not be responsible to identify, correct or effect any such notification with respect to any and all amendments to the Registration Statement that have not been approved by Subadviser pursuant to the terms hereof.

With respect to the disclosure respecting the Fund,Covered Content, the Subadviser represents, warrants and agrees that the description in the Registration Statement, including the Fund’s investment objective, investment strategies and risks (the “Description”),Covered Content, as of the date of this Agreement and as of the date of Subadviser’s approval in writing of any future amendments or supplements to the Registration Statement,Covered Content, is, except as otherwise disclosed by Subadviser to TAM in writing promptly upon discovery thereof, consistent with the manner ininvestment guidelines pursuant to which the Subadviser is managing the Fund, and the identification and description of risks in the Registration Statement is inclusive of, and accurately describes in all material respects, all material risks known to the Subadviser that may arise in connection with the management of the Fund by the Subadviser.Fund.

The Subadviser further agrees to notify TAM and the Trust promptly in the event that the Subadviser becomes aware that the Description for a Fund is inconsistent with the manner in which the Subadviser is managing the Fund, or in the event that the identification and description of risks in the Registration Statement fails to include, or accurately describe in all material respects, all material risks known to the Subadviser that may arise in connection with the management of the Fund by the Subadviser.

A-4


12.Use of Name. TAM and the Trust are authorized to use the name of the Subadviser and any marks, symbols or logos of the Subadviser in registration statements, advertising or otherwise. If this Agreement is terminated with respect to the Fund and the Subadviser no longer serves as subadviser to the Fund, the Fund and the Adviser shall cease using its name and its marks, symbols or logos as soon as reasonably practicable, except to the extent that continued use is required by applicable laws, rules, and regulations.

13.Meanings of Certain Terms. For the purposes of this Agreement, the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order.

14.Amendments. No provision of this Agreement may be changed, waived, discharged or terminated orally with respect to the Fund, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No material amendment of the Agreement shall be effective with respect to the Fund until approved, if so required by the 1940 Act, by vote of the holders of a majority outstanding voting securities of that Fund. Schedule A hereto may be amended at any time to add additional series of the Trust as agreed by the Trust, TAM and the Subadviser.

15.Books and Records. The Subadviser agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule 31a-3 under the 1940 Act, the Subadviser hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Subadviser further agrees to arrange for the preservation of the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.

16.Independent Contractor. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund or TAM in any way or otherwise be deemed to be an agent of the Fund or TAM.

17.Miscellaneous. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.

18.Third Party Beneficiaries. The parties hereto acknowledge and agree that the Trust and the Fund are third-party beneficiaries as to the covenants, obligations, representations and warranties undertaken by the Subadviser under this Agreement and as to the rights and privileges to which TAM is entitled pursuant to this Agreement, and that the Trust and the Fund are entitled to all of the rights and privileges associated with such third-party-beneficiary status. This Agreement does not, and is not intended to, create any other third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the Trust, the Fund, and the parties and their respective successors and permitted assigns.

19.United Kingdom Regulation. TAM acknowledges that the Subadviser is a UK-domiciled and registered entity, and, as such, is subject to a number of regulations and laws, and has policies in place with respect to those regulations and laws (the “UK Requirements”) on items, including, but not limited to, anti-bribery, modern slavery, and data protection. TAM shall provide reasonable assistance to ensure the Subadviser does not breach the UK Requirements.

20.Governing Law and Forum Selection. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York without regard to conflicts of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning this Agreement shall be brought only in the U.S. District Court for the Southern District of New York, or if such action may not be brought in that court, then such action shall be brought in the New York Supreme Court (the “Designated Courts”). Each party (a) consents to jurisdiction in the Designated Courts; (b) waives any objection to venue in either Designated Court and (c) waives any objection that either Designated Court is an inconvenient forum. For any action commenced in the New York Supreme Court, application shall be submitted to the Commercial Division.

A-5


21.Interpretation. Nothing contained herein shall be deemed to require the Trust to take any action contrary to its Governing Documents, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Trust.

22.Further Assurances.

Each party agrees to perform such further reasonable and customary acts and execute such further reasonable and customary documents as are reasonably necessary to effectuate the purposes of this Agreement and the arrangements contemplated thereby, including without limitation concerningthereby.

In all other respects, the winding down or liquidation of any Fund investments.Agreement is confirmed and remains in full force and effect.

[signature page to follow]

A-6


The parties hereto have caused this Amendment to be executed as of the day and year first above mentioned.

TRANSAMERICA ASSET MANAGEMENT, INC.

A-11


By:

/s/ Christopher A. Staples

Name:Christopher A. Staples
Title:Vice President and Chief Investment Officer, Advisory Services
AEGON USA INVESTMENT MANAGEMENT, LLC
By:

/s/ Stephanie M. Phelps

Name:Stephanie M. Phelps
Title:Sr. VP & CFO

Schedule A

Transamerica Funds

Transamerica Flexible Income

Transamerica Floating Rate

Transamerica High Yield Bond

Transamerica Intermediate Bond

Transamerica Money Market

Transamerica Multi-Managed Balanced

Transamerica Multi-Manager Alternative Strategies Portfolio

Transamerica Short-Term Bond

Transamerica Series Trust

Transamerica Aegon High Yield Bond VP

Transamerica Aegon Money Market VP

Transamerica Aegon U.S. Government Securities VP

Transamerica Asset Allocation - Conservative VP

Transamerica Asset Allocation - Growth VP

Transamerica Asset Allocation - Moderate VP

Transamerica Asset Allocation - Moderate Growth VP

Transamerica International Moderate Growth VP

Transamerica Multi-Managed Balanced VP

Transamerica Multi-Manager Alternative Strategies VP

Transamerica Partners Portfolio

Transamerica Partners Balanced Portfolio

Transamerica Partners Core Bond Portfolio

Transamerica Partners High Yield Bond Portfolio

Transamerica Partners Money Market Portfolio

A-12


TRANSAMERICA SERIES TRUST

AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

AEGON USA INVESTMENT MANAGEMENT, LLC

THIS AMENDMENT is made as of July 1, 2015 to the Sub-AdvisoryAgreement dated as of March 22, 2011, as amended, (the “Agreement”) between Transamerica Asset Management, Inc. and Aegon USA Investment Management, LLC.

In consideration of the mutual covenants contained herein, the parties agree as follows:

Schedule A. Schedule A to the Agreement is hereby deleted entirely and replaced as follows:

PORTFOLIOS

SUB-ADVISER COMPENSATION1

Transamerica Aegon High Yield Bond VP

0.35% of the first $20 million;

0.25% over $20 million up to $40 million;

0.20% over $40 million up to $125 million; and

0.15% over $125 million2

Transamerica Aegon Money Market VP0.15% of average daily net assets
Transamerica Aegon U.S. Government Securities VP0.15% of average daily net assets
Transamerica Asset Allocation – Conservative VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Asset Allocation – Growth VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Asset Allocation – Moderate Growth VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Asset Allocation – Moderate VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica International Moderate Growth VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Multi-Managed Balanced VP

0.12% of the first $1 billion; and

0.05% over $1 billion4

Transamerica Multi-Manager Alternative Strategies VP

0.20% of the first $500 million;

0.19% over $500 million up to $600 million;

0.18% over $600 million up to $1 billion;

0.17% over $1 billion up to $2 billion; and

0.16% over $2 billion5

Transamerica Voya Balanced Allocation VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Voya Conservative Allocation VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Voya Moderate Growth Allocation VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

1

As a percentage of average daily net assets on an annual basis.

A-13


2

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica High Yield Bond and Transamerica Partners High Yield Bond Portfolio.

3

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Asset Allocation Conservative VP, Transamerica Asset Allocation Growth VP, Transamerica Asset Allocation Moderate Growth VP, Transamerica Asset Allocation Moderate VP, Transamerica International Moderate Growth VP, Transamerica Voya Balanced Allocation VP, Transamerica Voya Conservative Allocation VP and Transamerica Voya Moderate Growth Allocation VP.

4

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Intermediate Bond, Transamerica Multi-Managed Balanced, Transamerica Partners Balanced Portfolio, Transamerica Partners Core Bond Portfolio, the portion of assets of Balanced Ret Opt and Bond Ret Opt, each separately managed accounts of Transamerica Life Insurance Company that are advised by Aegon USA Investment Management, LLC.

5

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Multi-Manager Alternative Strategies Portfolio.

In all other respects, the Agreement dated as of March 22, 2011, as amended, is confirmed and remains in full force and effect.

The parties hereto have caused this amendment to be executed as of July 1, 2015.

TRANSAMERICA ASSET MANAGEMENT, INC.
By: /s/ Marijn P. Smit
Name: Marijn P. Smit
Title:   President, CEO
AEGON USA INVESTMENT MANAGEMENT, LLC

By:        /s/ Stephanie M. Phelps

Name:   Stephanie M. Phelps
Title:     Senior Vice President & Chief Financial Officer

A-14


TRANSAMERICA SERIES TRUST

AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

AEGON USA INVESTMENT MANAGEMENT, LLC

THIS AMENDMENT is made as of December 15, 2014 (the “Amendment”) to the Sub-Advisory Agreement dated as of March 22, 2011, as amended, (the “Agreement”) between Transamerica Asset Management, Inc. (“TAM”) and Aegon USA Investment Management, LLC (the “Sub-Adviser”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.

WHEREAS, the Sub-Adviser and TAM have theretofore entered into the Agreement governing the terms and conditions regarding the management of certain investment assets as identified therein;

WHEREAS, the Sub-Adviser and TAM desire to amend the Agreement;

NOW, THEREFORE, in consideration of the above premises, and the mutual promises and covenants herein contained, the parties hereto agree as follows:

1.

The following Section 18 is hereby added to the Agreement:

18. CFTC Required Disclosure.

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMODITY FUTURES TRADING COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. CLIENT HEREBY CONFIRMS IT IS A QUALIFIED ELIGIBLE PERSON UNDER CFTC RULE 4.7 AND CLIENT CONSENTS TO CLIENT’S ACCOUNT BEING AN EXEMPT ACCOUNT UNDER CFTC RULE 4.7.

2.

This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Amendment may be executed in one or more counterparts, all of which together shall constitute the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized signatoriesofficers, as of the dateday and year first above written.written above.

TRANSAMERICA ASSET MANAGEMENT, INC.
By: /s/ Christopher A. Staples
Title:

Senior Vice President and Chief Investment Officer,

Advisory Services

AEGON USA INVESTMENT MANAGEMENT, LLC
By:/s/ Stephanie M. Phelps
Name:Stephanie M. Phelps
Title:Senior Vice President and Chief Financial Officer

A-15


TRANSAMERICA SERIES TRUST

AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

AEGON USA INVESTMENT MANAGEMENT, LLC

THIS AMENDMENT is made as of November 10, 2014 to the Sub-Advisory Agreement dated as of March 22, 2011, as amended, (the “Agreement”) between Transamerica Asset Management, Inc. and Aegon USA Investment Management, LLC.

In consideration of the mutual covenants contained herein, the parties agree as follows:

Schedule A. Schedule A to the Agreement is hereby deleted entirely and replaced as follows:

  PORTFOLIOSSUB-ADVISER COMPENSATION1

Transamerica Aegon Active Asset
Allocation-Conservative VP

0.15% of the first $50 million;

0.13% over $50 million up to $250 million; and

0.11% in excess of $250 million

Transamerica Aegon Active Asset
Allocation-Moderate VP

0.15% of the first $50 million;

0.13% over $50 million up to $250 million; and

0.11% in excess of $250 million

Transamerica Aegon Active Asset
Allocation-Moderate Growth VP

0.15% of the first $50 million;

0.13% over $50 million up to $250 million; and

0.11% in excess of $250 million

Transamerica Aegon High Yield Bond    

VP

0.35% of the first $20 million;

0.25% over $20 million up to $40 million;

0.20% over $40 million up to $125 million; and

0.15% over $125 million2

Transamerica Aegon Money Market
VP

0.15% of average daily net assets

Transamerica Aegon U.S.
Government Securities VP

0.15% of average daily net assets

Transamerica Asset Allocation –
Conservative VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Asset Allocation –
Growth VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Asset Allocation –
Moderate Growth VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Asset Allocation –
Moderate VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica International Moderate
Growth VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Multi-Managed
Balanced VP

0.12% of the first $1 billion; and

0.05% over $1 billion4

Transamerica Multi-Manager
Alternative Strategies VP

0.20% of the first $500 million;

0.19% over $500 million up to $600 million;

0.18% over $600 million up to $1 billion;

0.17% over $1 billion up to $2 billion; and

0.16% over $2 billion5

Transamerica Vanguard ETF
Portfolio – Balanced VP

0.12% of the first $50 million;

0.10% over $50 million up to $250 million; and

0.08% in excess of $250 million

A-16


Transamerica Vanguard ETF
Portfolio – Conservative VP

0.12% of the first $50 million;

0.10% over $50 million up to $250 million; and

0.08% in excess of $250 million

Transamerica Vanguard ETF
Portfolio – Growth VP

0.12% of the first $50 million;

0.10% over $50 million up to $250 million; and

0.08% in excess of $250 million

Transamerica Voya Balanced
Allocation VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Voya Conservative

Allocation VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Voya Moderate Growth    

Allocation VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

1

As a percentage of average daily net assets on an annual basis.

2

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica High Yield Bond and Transamerica Partners High Yield Bond Portfolio.

3

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Asset Allocation Conservative VP, Transamerica Asset Allocation Growth VP, Transamerica Asset Allocation Moderate Growth VP, Transamerica Asset Allocation Moderate VP, Transamerica International Moderate Growth VP, Transamerica Voya Balanced Allocation VP, Transamerica Voya Conservative Allocation VP and Transamerica Voya Moderate Growth Allocation VP.

4

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Intermediate Bond, Transamerica Multi-Managed Balanced, Transamerica Partners Balanced Portfolio, Transamerica Partners Core Bond Portfolio, the portion of assets of Balanced Ret Opt and Bond Ret Opt, each separately managed accounts of Transamerica Life Insurance Company that are advised by Aegon USA Investment Management, LLC.

5

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Multi-Manager Alternative Strategies Portfolio.

In all other respects, the Agreement dated as of March 22, 2011, as amended, is confirmed and remains in full force and effect.

The parties hereto have caused this amendment to be executed as of November 10, 2014.

 

TRANSAMERICA ASSET MANAGEMENT, INC.
By: 
/s/ Christopher A. Staples
Name: Christopher A. Staples
Title: 

Senior Director, InvestmentsVice President and Chief Investment Officer,

Advisory Services

AEGON ASSETUSA INVESTMENT MANAGEMENT, UK PLCLLC
By: 
/s/ Stephanie M. Phelps
Name: 
Stephanie M. Phelps
Title: Sr. VP, Chief Financial Officer

 

A-7

A-17


TRANSAMERICA SERIES TRUST

AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

AEGON USA INVESTMENT MANAGEMENT, LLC

THIS AMENDMENT is made as of August 1, 2014 to the Sub-Advisory Agreement dated as of March 22, 2011, as amended, (the “Agreement”) between Transamerica Asset Management, Inc. and Aegon USA Investment Management, LLC.

In consideration of the mutual covenants contained herein, the parties agree as follows:

Schedule A. Schedule A to the Agreement is hereby deleted entirely and replaced as follows:

 

PORTFOLIOS

SUB-ADVISER COMPENSATION1

Fund

Transamerica Aegon Active Asset

Allocation-Conservative VP

 

Investment Sub-advisory Fee*0.15% of the first $50 million;

0.13% over $50 million up to $250 million; and

0.11% in excess of $250 million

Transamerica Sustainable Equity IncomeAegon Active Asset

Allocation-Moderate VP

0.15% of the first $50 million;

0.13% over $50 million up to $250 million; and

0.11% in excess of $250 million

Transamerica Aegon Active Asset

Allocation-Moderate Growth VP

0.15% of the first $50 million;

0.13% over $50 million up to $250 million; and

0.11% in excess of $250 million

Transamerica Aegon High Yield

Bond VP

0.35% of the first $20 million;

0.25% over $20 million up to $40 million;

0.20% over $40 million up to $125 million; and

0.15% over $125 million2

Transamerica Aegon Money

Market VP

0.15% of average daily net assets

Transamerica Aegon U.S.

Government Securities VP

0.15% of average daily net assets

Transamerica Asset Allocation –

Conservative VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Asset Allocation –

Growth VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Asset Allocation –

Moderate Growth VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Asset Allocation –

Moderate VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica International

Moderate Growth VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Multi-Managed

Balanced VP

0.12% of the first $1 billion; and

0.05% over $1 billion4

Transamerica Multi-Manager

Alternative Strategies VP

 

0.20% of the first $200 million$500 million;

0.15%0.19% over $200$500 million up to $500$600 million;

0.18% over $600 million up to $1 billion;

0.13%0.17% over $1 billion up to $2 billion; and

0.16% over $2 billion5

Transamerica Vanguard ETF

Portfolio – Aggressive Growth VP

0.12% of the first $50 million;

0.10% over $50 million up to $250 million; and

0.08% in excess of $500$250 million

A-18


Transamerica Vanguard ETF

Portfolio – Balanced VP

0.12% of the first $50 million;

0.10% over $50 million up to $250 million; and

0.08% in excess of $250 million

Transamerica Vanguard ETF

Portfolio – Conservative VP

0.12% of the first $50 million;

0.10% over $50 million up to $250 million; and

0.08% in excess of $250 million

Transamerica Vanguard ETF Portfolio – Growth VP

0.12% of the first $50 million;

0.10% over $50 million up to $250 million; and

0.08% in excess of $250 million

Transamerica Voya Balanced

Allocation VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Voya Conservative  

Allocation VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Voya Moderate

Growth Allocation VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

 

*1

As a percentage of average daily net assets on an annual basis.

2

The average daily net assets for the purpose of calculating Sub-advisorysub-advisory fees are basedwill be determined on thea combined basis with Transamerica High Yield Bond and Transamerica Partners High Yield Bond Portfolio.

3

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Sustainable Equity IncomeAsset Allocation Conservative VP, Transamerica Asset Allocation Growth VP, Transamerica Asset Allocation Moderate Growth VP, Transamerica Asset Allocation Moderate VP, Transamerica International Moderate Growth VP, Transamerica Voya Balanced Allocation VP, Transamerica Voya Conservative Allocation VP and Transamerica Aegon Sustainable Equity IncomeVoya Moderate Growth Allocation VP.

4

The asset weightedaverage daily net assets for the purpose of calculating sub-advisory feefees will be determined on a combined basis with Transamerica Intermediate Bond, Transamerica Multi-Managed Balanced, Transamerica Partners Balanced Portfolio, Transamerica Partners Core Bond Portfolio, the portion of assets of Balanced Ret Opt and Bond Ret Opt, each separately managed accounts of Transamerica Life Insurance Company that are advised by Aegon USA Investment Management, LLC.

5

The average daily net management fee reflect this aggregation.assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Multi-Manager Alternative Strategies Portfolio.

In all other respects, the Agreement dated as of March 22, 2011, as amended, is confirmed and remains in full force and effect.

The parties hereto have caused this amendment to be executed as of August 1, 2014.

TRANSAMERICA ASSET MANAGEMENT, INC.
By:

/s/ Ranjit Bhatia

Name:  Ranjit Bhatia
Title:Vice President
AEGON USA INVESTMENT MANAGEMENT, LLC
By:

/s/ Stephanie Phelps

Name:Stephanie Phelps
Title:Sr. VP & CFO

A-19


TRANSAMERICA SERIES TRUST

AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

AEGON USA INVESTMENT MANAGEMENT, LLC

THIS AMENDMENT is made as of June 11, 2014 to the Sub-Advisory Agreement dated as of March 22, 2011, as amended, (the “Agreement”) between Transamerica Asset Management, Inc. and Aegon USA Investment Management, LLC.

In consideration of the mutual covenants contained herein, the parties agree as follows:

Schedule A. Schedule A to the Agreement is hereby deleted entirely and replaced as follows:

PORTFOLIOSSUB-ADVISER COMPENSATION1

Transamerica Aegon Active Asset

Allocation-Conservative VP

0.15% of the first $50 million;

0.13% over $50 million up to $250 million; and

0.11% in excess of $250 million

Transamerica Aegon Active Asset

Allocation-Moderate VP

0.15% of the first $50 million;

0.13% over $50 million up to $250 million; and

0.11% in excess of $250 million

Transamerica Aegon Active Asset

Allocation-Moderate Growth VP

0.15% of the first $50 million;

0.13% over $50 million up to $250 million; and

0.11% in excess of $250 million

Transamerica Aegon High Yield Bond    

VP

0.35% of the first $20 million;

0.25% over $20 million up to $40 million;

0.20% over $40 million up to $125 million; and

0.15% over $125 million2

Transamerica Aegon Money Market

VP

0.15% of average daily net assets

Transamerica Aegon U.S.

Government Securities VP

0.15% of average daily net assets

Transamerica Asset Allocation –

Conservative VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Asset Allocation –

Growth VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Asset Allocation –

Moderate Growth VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Asset Allocation –

Moderate VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica International Moderate

Growth VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Multi-Managed

Balanced VP

0.12% of the first $1 billion; and

0.05% over $1 billion4

Transamerica Multi-Manager

Alternative Strategies VP

0.20% of the first $500 million;

0.19% over $500 million up to $600 million;

0.18% over $600 million up to $1 billion;

0.17% over $1 billion up to $2 billion; and

0.16% over $2 billion5

Transamerica Vanguard ETF

Portfolio – Aggressive Growth VP

0.12% of the first $50 million;

0.10% over $50 million up to $250 million; and

0.08% in excess of $250 million

A-20


Transamerica Vanguard ETF

Portfolio – Balanced VP

0.12% of the first $50 million;

0.10% over $50 million up to $250 million; and

0.08% in excess of $250 million

Transamerica Vanguard ETF

Portfolio – Conservative VP

0.12% of the first $50 million;

0.10% over $50 million up to $250 million; and

0.08% in excess of $250 million

Transamerica Vanguard ETF

Portfolio – Growth VP

0.12% of the first $50 million;

0.10% over $50 million up to $250 million; and

0.08% in excess of $250 million

Transamerica Voya Balanced

Allocation VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Voya Conservative

Allocation VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

Transamerica Voya Moderate Growth    

Allocation VP

0.08% of the first $10 billion; and

0.075% over $10 billion3

1

As a percentage of average daily net assets on an annual basis.

2

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica High Yield Bond and Transamerica Partners High Yield Bond Portfolio.

3

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Asset Allocation Conservative VP, Transamerica Asset Allocation Growth VP, Transamerica Asset Allocation Moderate Growth VP, Transamerica Asset Allocation Moderate VP, Transamerica International Moderate Growth VP, Transamerica Voya Balanced Allocation VP, Transamerica Voya Conservative Allocation VP and Transamerica Voya Moderate Growth Allocation VP.

4

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Intermediate Bond, Transamerica Multi-Managed Balanced, Transamerica Partners Balanced Portfolio and Transamerica Partners Core Bond Portfolio.

5

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Multi-Manager Alternative Strategies Portfolio.

In all other respects, the Agreement dated as of March 22, 2011, as amended, is confirmed and remains in full force and effect.

The parties hereto have caused this amendment to be executed as of June 11, 2014.

TRANSAMERICA ASSET MANAGEMENT, INC.
By:/s/ Christopher A. Staples
Name:Christopher A. Staples
Title:Senior Vice President, Chief Investment Officer, Advisory Services
AEGON USA INVESTMENT MANAGEMENT, LLC
By:/s/ Stephanie M. Phelps
Name:Stephanie M. Phelps
Title:Senior Vice President and Chief Financial Officer

A-21


TRANSAMERICA SERIES TRUST

AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

AEGON USA INVESTMENT MANAGEMENT, LLC

THIS AMENDMENT is made as of May 1, 2014 to the Sub-Advisory Agreement dated as of March 22, 2011, as amended, (the “Agreement”) between Transamerica Asset Management, Inc. and Aegon USA Investment Management, LLC.

In consideration of the mutual covenants contained herein, the parties agree as follows:

Schedule A. Schedule A to the Agreement is hereby deleted entirely and replaced as follows:

PORTFOLIOSSUB-ADVISER COMPENSATION1

Transamerica Aegon Active Asset Allocation-

Conservative VP

0.15% of the first $50 million;

0.13% over $50 million up to $250 million; and

0.11% in excess of $250 million

Transamerica Aegon Active Asset Allocation-Moderate

VP

0.15% of the first $50 million;

0.13% over $50 million up to $250 million; and

0.11% in excess of $250 million

Transamerica Aegon Active Asset Allocation-Moderate

Growth VP

0.15% of the first $50 million;

0.13% over $50 million up to $250 million; and

0.11% in excess of $250 million

Transamerica Aegon High Yield Bond VP

0.35% of the first $20 million;

0.25% over $20 million up to $40 million;

0.20% over $40 million up to $125 million; and

0.15% over $125 million2

Transamerica Aegon Money Market VP

0.15% of average daily net assets

Transamerica Aegon U.S. Government Securities VP

0.15% of average daily net assets

Transamerica Asset Allocation – Conservative VP

0.08% of the first $10 billion; and

0.75% over $10 billion3

Transamerica Asset Allocation – Growth VP

0.08% of the first $10 billion; and

0.75% over $10 billion3

Transamerica Asset Allocation – Moderate Growth VP

0.08% of the first $10 billion; and

0.75% over $10 billion3

Transamerica Asset Allocation – Moderate VP

0.08% of the first $10 billion; and

0.75% over $10 billion3

Transamerica International Moderate Growth VP

0.08% of the first $10 billion; and

0.75% over $10 billion3

Transamerica Multi-Managed Balanced VP

0.12% of the first $1 billion; and

0.05% over $1 billion4

Transamerica Multi-Manager Alternative Strategies VP

0.20% of the first $500 million;

0.19% over $500 million up to $600 million;

0.18% over $600 million up to $1 billion;

0.17% over $1 billion up to $2 billion; and

0.16% over $2 billion5

Transamerica Vanguard ETF Portfolio – Aggressive

Growth VP

0.12% of the first $50 million;

0.10% over $50 million up to $250 million; and

0.08% in excess of $250 million

Transamerica Vanguard ETF Portfolio – Balanced VP

0.12% of the first $50 million;

0.10% over $50 million up to $250 million; and

0.08% in excess of $250 million

A-22


Transamerica Vanguard ETF Portfolio – Conservative VP

0.12% of the first $50 million;

0.10% over $50 million up to $250 million; and

0.08% in excess of $250 million

Transamerica Vanguard ETF Portfolio – Growth VP

0.12% of the first $50 million;

0.10% over $50 million up to $250 million; and

0.08% in excess of $250 million

Transamerica Voya Balanced Allocation VP

0.08% of the first $10 billion; and

0.75% over $10 billion3

Transamerica Voya Conservative Allocation VP

0.08% of the first $10 billion; and

0.75% over $10 billion3

Transamerica Voya Moderate Growth Allocation VP

0.08% of the first $10 billion; and

0.75% over $10 billion3

 

1

As a percentage of average daily net assets on an annual basis.

2

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica High Yield Bond and Transamerica Partners High Yield Bond Portfolio.

3

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Opportunistic Allocation, Transamerica Asset Allocation Conservative VP, Transamerica Asset Allocation Growth VP, Transamerica Asset Allocation Moderate Growth VP, Transamerica Asset Allocation Moderate VP, Transamerica International Moderate Growth, Transamerica Voya Balanced Allocation VP, Transamerica Voya Conservative Allocation VP and Transamerica Voya Moderate Growth Allocation VP.

4

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Intermediate Bond, Transamerica Multi-Managed Balanced, Transamerica Partners Balanced Portfolio and Transamerica Partners Core Bond Portfolio.

5

The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica Multi-Manager Alternative Strategies Portfolio.

A-8In all other respects, the Agreement dated as of March 22, 2011, as amended, is confirmed and remains in full force and effect.

The parties hereto have caused this amendment to be executed as of May 1, 2014.

TRANSAMERICA ASSET MANAGEMENT, INC.
By:

/s/ Christopher A. Staples

Name:Christopher A. Staples
Title:

Senior Vice President, Chief Investment Officer,

Advisory Services

AEGON USA INVESTMENT MANAGEMENT, LLC
By:

/s/ Stephanie M. Phelps

Name:Stephanie M. Phelps
Title:Sr. Vice President and Chief Financial Officer

A-23


FORM OFAMENDMENT TO INVESTMENT SUBADVISORYSUB-ADVISORY AGREEMENT BETWEEN

AegonTRANSAMERICA ASSET MANAGEMENT, INC. AND

AEGON USA INVESTMENT MANAGEMENT, LLC

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, UK plc (formerly, Kames Capital plc)Inc. and AEGON USA Investment Management, LLC (the “Sub-Adviser”), In consideration of the mutual covenants contained herein, the parties agree as follows:

1.

  Schedule A. Schedule A to the Agreement is hereby deleted and replaced in its entirety with the attached revised Schedule A, and all references in the Agreement to Schedule A shall be deemed to refer to the attached Schedule A.

In all other respects, the Agreement dated March 22, 2011 as amended, is confirmed and remains in full force and effect.

The parties hereto have caused this amendment to be executed as of May 1, 2011.

TRANSAMERICA ASSET MANAGEMENT, INC.
By:

/s/ Christopher A. Staples

Name:

Christopher A. Staples

Title:

Senior Vice President and Chief Investment Officer

Date:

AEGON USA INVESTMENT MANAGEMENT, LLC
By:

/s/ Stephanie M. Phelps

Name:    

Stephanie M. Phelps

Title:

Sr. VP & CFO

Date:

4/25/11

A-24


SCHEDULE A

as of May 1, 2011

PortfolioSub-Adviser Compensation*Effective Date

Transamerica AEGON Active Asset

Allocation-Conservative VP

0.15% up to $50 million;
0.13% over $50 million up to $250 million
0.11% in excess of $250 million
5/01/2011

Transamerica AEGON Active Asset

Allocation-Moderate VP

0.15% up to $50 million;
0.13% over $50 million up to $250 million
0.11% in excess of $250 million
5/01/2011

Transamerica AEGON Active Asset

Allocation-Moderate Growth VP

0.15% up to $50 million;
0.13% over $50 million up to $250 million
0.11% in excess of $250 million
5/01/2011
Transamerica AEGON Money Market VP0.15% of average daily net assets3/22/2011

Transamerica AEGON U.S. Government

Securities VP

0.15% of average daily net assets3/22/2011

* As a percentage of average daily net assets on an annual basis.

A-25


INVESTMENT SUB-ADVISORY AGREEMENT

AEGON USA Investment Management, LLC

This Agreement, entered into as of December 1, 2020March 22, 2011, by and between Transamerica Asset Management, Inc., a Florida corporation (referred to herein as “TAM”) and Aegon AssetAEGON USA Investment Management, UK plc, a United Kingdom Public Limited CompanyLLC, an Iowa limited liability company (referred to herein as the “Subadviser”“Sub-adviser”).

TAM is the investment adviser to Transamerica Series Trust (the “Trust”), an open-end investment company registered under the Investment Company Act of 1940 (collectively with the rules and regulations promulgated thereunder and any exemptive orders thereunder, the “1940 Act”). TAM wishes to engage the SubadviserSub-adviser to provide certain investment advisory services to each series of the Trust listed on Schedule A hereto (the “Fund”“Portfolio”). The SubadviserSub-adviser desires to furnish services for the Trust and to perform the functions assigned to it under this Agreement for the considerations provided. Accordingly, the parties have agreed as follows:

1.Appointment. In accordance with the Investment Advisory Agreement between the Trust and TAM (the “Advisory Agreement”), TAM hereby appoints the SubadviserSub-adviser to act as subadvisersub-adviser with respect to the FundPortfolio for the period and on the terms set forth in this Agreement. The SubadviserSub-adviser accepts such appointment and agrees to render or cause to be rendered the services set forth for the compensation herein specified.

2.Sub-advisory Services.Subadvisory Services. In its capacity as subadvisersub-adviser to the Fund,Portfolio, the SubadviserSub-adviser shall have the following responsibilities:

 

 (a)

Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and TAM, the SubadviserSub-adviser shall regularly provide the FundPortfolio with respect to such portion of the Fund’sPortfolio’s assets as shall be allocated to the SubadviserSub-adviser by TAM from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’sPortfolio’s investment objectives, policies and restrictions, as stated in the Fund’sPortfolio’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by notice in writing to the Subadviser.Sub-adviser. The SubadviserSub-adviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the FundPortfolio and what portion of the Allocated Assets will be held in the various securities and other investments in which the FundPortfolio invests, and shall implement those decisions (including the negotiation and execution of investment documentation and agreements, including, without limitation, swap, futures, options and other agreements with counterparties, on the Fund’sPortfolio’s behalf as the SubadviserSub-adviser deems appropriate from time to time in order to carry out its responsibilities hereunder, provided the SubadviserSub-adviser provides TAM prompt notice of any new investment agreements and any material amendments to existing investment agreements and the opportunity for legal review), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws as may be amended from time to time (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the FundPortfolio referred to above, any written instructions and directions of the Board or TAM provided to the SubadviserSub-adviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser.Sub-adviser. The Subadviser’sSub-adviser’s responsibility for providing investment research, advice, management and supervision to the FundPortfolio is limited to that discrete portion of the FundPortfolio represented by the Allocated Assets and the SubadviserSub-adviser is prohibited from directly or indirectly consulting with any other subadviserSub-adviser for a portion of the Fund’sPortfolio’s assets concerning FundPortfolio transactions in securities or other assets. The SubadviserSub-adviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the FundPortfolio as to deliveries of securities and other investments and payments of cash for the account of the Fund.Portfolio. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the FundPortfolio in one or more investment companies.

 

A-9


 (b)

The SubadviserSub-adviser will place orders pursuant to its investment determinations for the FundPortfolio either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to

A-26


the FundPortfolio and/or the other accounts over which the SubadviserSub-adviser or its affiliates exercise investment discretion. The SubadviserSub-adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the FundPortfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the SubadviserSub-adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the SubadviserSub-adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’sSub-adviser’s authority regarding the execution of the Fund’sPortfolio’s portfolio transactions provided herein.

 

 (c)

The FundPortfolio hereby authorizes any entity or person associated with the SubadviserSub-adviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the FundPortfolio which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the FundPortfolio hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the SubadviserSub-adviser agrees that it will not deal with itself, or with Trustees of the Trust or any principal underwriter of the Fund,Portfolio, as principals or agents in making purchases or sales of securities or other property for the account of the Fund,Portfolio, nor will it purchase any securities from an underwriting or selling group in which the SubadviserSub-adviser or its affiliates is participating, or arrange for purchases and sales of securities between the FundPortfolio and another account advised by the SubadviserSub-adviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the FundPortfolio from time to time, and will comply with all other provisions of the Governing Documents and the Fund’sPortfolio’s then-current Prospectus and Statement of Additional Information relative to the SubadviserSub-adviser and its directors and officers.

 

 (d)

Unless TAM advises the SubadviserSub-adviser in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, the SubadviserSub-adviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’sSub-adviser’s proxy voting policies and procedures without consultation with TAM or the Fund.Portfolio. The SubadviserSub-adviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to TAM.

 

 (e)

The SubadviserSub-adviser will monitor the security valuations of the Allocated Assets. If the SubadviserSub-adviser believes that the Fund’sPortfolio’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the SubadviserSub-adviser will notify TAM promptly.In addition, the SubadviserSub-adviser will be available to consult with TAM in the event of a pricing problem and to participate in the Trust’s Valuation Committee meetings.

3.Activities of the SubadviserSub-adviser.. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the SubadviserSub-adviser to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the SubadviserSub-adviser to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities for the FundPortfolio and one or more other accounts of the SubadviserSub-adviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Subadviser.Sub-adviser. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Subadviser’sSub-adviser’s policies and procedures as presented to the Board from time to time.

A-10


4.Allocation of Charges and ExpensesExpenses.. During the term of this Agreement, the FundPortfolio will bear all expenses not expressly assumed by TAM or the SubadviserSub-adviser incurred in the operation of the FundPortfolio and the offering of its shares. Without limiting the generality of the foregoing:

 

 (a)

The FundPortfolio shall pay its allocable share of (i) fees payable to TAM pursuant to the Advisory Agreement; (ii) the cost (including brokerage commissions, if any) incurred in connection with purchases and sales of the Fund’sPortfolio’s portfolio securities; (iii) expenses of organizing the Fund;Portfolio; (iv) filing fees and expenses relating to registering and qualifying and maintaining the registration and qualification of the Fund’sPortfolio’s shares for sale under federal and state securities laws; (v) the compensation, fees and reimbursements paid to the Trust’s non-interested Trustees; (vi) custodian and transfer agent fees; (vii) legal and accounting expenses allocable to the Fund,Portfolio, including costs for local representation in the Trust’s jurisdiction of organization and fees and expenses of special counsel, if any, for the independent Trustees; (viii) all federal, state and local tax (including stamp, excise, income and franchise taxes) and the preparation and filing of all returns and reports in connection therewith; (ix)

A-27


cost of certificates, if any, and delivery to purchasers; (x) expenses of preparing and filing reports with federal and state regulatory authorities; (xi) expenses of shareholders’ meetings and of preparing, printing and distributing proxy statements (unless otherwise agreed to by the Trust and TAM); (xii) costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; (xiii) any costs, expenses or losses arising out of any liability of, or claim for damage or other relief asserted against, the Trust for violation of any law; (xiv) expenses of preparing, typesetting and printing prospectuses and supplements thereto for existing shareholders and of reports and statements to shareholders; (xv) fees and expenses in connection with membership in investment company organizations and 12b-1 fees; and (xvi) any extraordinary expenses incurred by the Trust on behalf of the Fund.Portfolio.

 

 (b)

TAM shall pay all expenses incurred by it in the performance of its duties under this Agreement. TAM shall also pay all fees payable to the SubadviserSub-adviser pursuant to this Agreement.

 

 (c)

The SubadviserSub-adviser shall pay all expenses incurred by it in the performance of its duties under this Agreement. The SubadviserSub-adviser shall authorize and permit any of its directors, officers and employees, who may be elected as Trustees or officers of the Trust, to serve in the capacities in which they are elected, and shall pay all compensation, fees and expenses of such Trustees and officers.

5.Obligation to Provide Information. Each party’s obligation to provide information shall be as follows:

 

 (a)

TAM shall cause the SubadviserSub-adviser to be kept fully informed at all times with regard to the securities owned by the Fund,Portfolio, its fundsfund’s available, or to become available, for investment, and generally as to the condition of the Fund’sPortfolio’s affairs. TAM shall furnish the SubadviserSub-adviser with such other documents and information with regard to the Fund’sPortfolio’s affairs as the SubadviserSub-adviser may from time to time reasonably request.

 

 (b)

The Subadviser,Sub-adviser, at its expense, shall supply the Board, the officers of the Trust and TAM with all information and reports reasonably required by them and reasonably available to the SubadviserSub-adviser relating to the services provided by the SubadviserSub-adviser hereunder, including such information the Fund’sPortfolio’s Chief Compliance Officer reasonably believes necessary for compliance with Rule 38a-1 under the 1940 Act.

6.Compensation of the SubadviserSub-adviser. As compensation for the services performed by the Subadviser,Sub-adviser, TAM shall pay the SubadviserSub-adviser out of the advisory fee it receives with respect to the Fund,Portfolio, and only to the extent thereof, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth opposite the Fund’sPortfolio’s name on Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment

A-11


of the fee due the SubadviserSub-adviser for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the FundPortfolio or, if less, the portion thereof comprising the Allocated Assets, in that period from the beginning of such month to such date of termination, and shall be prorated according to the ratio that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund,Portfolio, or portion thereof comprising the Allocated Assets, shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as stated in the Fund’sPortfolio’s then-current Prospectus or as may be determined by the Board.

7.Compensation of Trustees, Officers and Employees.No Trustee, officer or employee of the Trust or the FundPortfolio shall receive from the Trust or the FundPortfolio any salary or other compensation as such Trustee, officer or employee while he is at the same time a director, officer, or employee of the SubadviserSub-adviser or any affiliated company of the Subadviser,Sub-adviser, except as the Board may decide. This paragraph shall not apply to Trustees, executive committee members, consultants and other persons who are not regular members of the Subadviser’sSub-adviser’s or any affiliated company’s staff.

8. Term. Term. This Agreement shall remain in effect with respect to each Portfolio until the expiration of the time period provided by Rule 15a-4 under the 1940 Act unless sooner approved by a vote of a majority of the Portfolio’s outstanding voting securities. If approved by a vote of a majority of the Portfolio’s outstanding voting securities, the Agreement shall continue in effect with respect to the Fund, unless sooner terminated in accordance with its terms, for two years from the date of its effective date, andexecution. The Agreement shall continue in effect from year to year thereafter, provided such continuance is specifically approved at least annually by the vote of a majority of the Trustees who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on the approval of the terms of such renewal, and by either the Board or the affirmative vote of a majority of outstanding voting securities of that Fund.the Portfolio.

A-28


9. Termination.Termination. This Agreement may be terminated with respect to the FundPortfolio at any time, without penalty, by the Board or by the shareholders of the FundPortfolio acting by vote of at least a majority of its outstanding voting securities. This Agreement may also be terminated by TAM upon written notice to the Subadviser,Sub-adviser, without the payment of any penalty. The SubadviserSub-adviser may terminate the AgreementAgreements only upon giving 90 days’ advance written notice to TAM. This Agreement shall terminate automatically in the event of its assignment by the SubadviserSub-adviser and shall not be assignable by TAM without the consent of the Subadviser.Sub-adviser. For the avoidance of doubt, it is understood that this Agreement may be amended, terminated or not renewed as to one or more FundsPortfolios without affecting the other FundsPortfolios hereunder.

10. Use of Name. If this Agreement is terminated with respect to the Portfolio and the Sub-adviser no longer serves as sub-adviser to the Portfolio, the Sub-adviser reserves the right to withdraw from the Trust the right to the use of its name with respect to that Portfolio or any name misleadingly implying a continuing relationship between the Portfolio and the Sub-adviser or any of its affiliates.

11. Liability of the SubadviserSub-adviser.. The SubadviserSub-adviser may rely on information reasonably believed by it to be accurate and reliable. The SubadviserSub-adviser assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund,Portfolio, provided that nothing in this Agreement shall protect the SubadviserSub-adviser against any liability to TAM or the FundPortfolio to which the SubadviserSub-adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 10,11, the term the “Subadviser”“Sub-adviser” shall include any affiliates of the SubadviserSub-adviser performing services for the Trust or the FundPortfolio contemplated hereby and the partners, shareholders, directors, officers and employees of the SubadviserSub-adviser and such affiliates.

11.Registration Statement Disclosures. The Subadviser represents, warrants and agrees that it has reviewed the Trust’s current registration statement on Form N-1A with respect to the Fund as filed with the SEC and any amendments or supplements thereto, including without limitation any supplements filed pursuant to Rule 497 under the Securities Act of 1933 (as so amended and supplemented from time to time, the “Registration Statement”) and agrees to promptly review future amendments or supplements to the Registration Statement that relate to the Subadviser or the Fund, filed with the SEC (or which will be filed with the SEC in the future) and represents and warrants that, solely with respect to the disclosure respecting or relating to the Subadviser, including any performance information the Subadviser provides that is included in or serves as the basis for information included in the Registration Statement, as of the date of this Agreement, and as of the date of any future amendments or supplements to the Registration Statement, the Registration Statement does not contain any untrue statement of any material fact or omit any statement of material fact which was required to be stated therein or necessary to make the statements contained therein not misleading.

A-12


The Subadviser further agrees to notify TAM and the Trust promptly of any statement respecting or relating to the Subadviser contained in the Registration Statement that becomes untrue in any material respect or if the Registration Statement omits any statement of material fact respecting or relating to the Subadviser that is required to be stated therein or necessary to make the statements contained therein not misleading.

With respect to the disclosure respecting the Fund, the Subadviser represents, warrants and agrees that the description in the Registration Statement, including the Fund’s investment objective, investment strategies and risks (the “Description”), as of the date of this Agreement and as of the date of any future amendments or supplements to the Registration Statement, is consistent with the manner in which the Subadviser is managing the Fund, and the identification and description of risks in the Registration Statement is inclusive of, and accurately describes in all material respects, all material risks known to the Subadviser that may arise in connection with the management of the Fund by the Subadviser.

The Subadviser further agrees to notify TAM and the Trust promptly in the event that the Subadviser becomes aware that the Description for a Fund is inconsistent with the manner in which the Subadviser is managing the Fund, or in the event that the identification and description of risks in the Registration Statement fails to include, or accurately describe in all material respects, all material risks known to the Subadviser that may arise in connection with the management of the Fund by the Subadviser.

12.Use of Name. TAM and the Trust are authorized to use the name of the Subadviser and any marks, symbols or logos of the Subadviser in registration statements, advertising or otherwise. If this Agreement is terminated with respect to the Fund and the Subadviser no longer serves as subadviser to the Fund, the Fund and the Adviser shall cease using its name and its marks, symbols or logos as soon as reasonably practicable, except to the extent that continued use is required by applicable laws, rules, and regulations.

13.Meanings of Certain TermsTerms.. For the purposes of this Agreement, the Fund’sPortfolio’s “net assets” shall be determined as provided in the Fund’sPortfolio’s then-current Prospectus and Statement of Additional Information and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order.

14.13. Amendments.Amendments. No provision of this Agreement may be changed, waived, discharged or terminated orally with respect to the Fund,Portfolio, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No material amendment of the Agreement shall be effective with respect to the FundPortfolio until approved, if so required by the 1940 Act, by vote of the holders of a majority outstanding voting securities of that Fund.Portfolio. Schedule A hereto may be amended at any time to add additional series of the Trust as agreed by the Trust, TAM and the Subadviser.Sub-adviser.

15.14. Books and Records. The SubadviserSub-adviser agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule 31a-3 under the 1940 Act, the SubadviserSub-adviser hereby agrees that any records that it maintains for the FundPortfolio are the property of the Fund,Portfolio, and further agrees to surrender promptly to the FundPortfolio any of such records upon the Fund’sPortfolio’s request. The SubadviserSub-adviser further agrees to arrange for the preservation of the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.

16.Independent Contractor. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund or TAM in any way or otherwise be deemed to be an agent of the Fund or TAM.

17.15. Miscellaneous. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.

A-13


18.Third Party Beneficiaries. The parties hereto acknowledge and agree that the Trust and the Fund are third-party beneficiaries as to the covenants, obligations, representations and warranties undertaken by the Subadviser under this Agreement and as to the rights and privileges to which TAM is entitled pursuant to this Agreement, and that the Trust and the Fund are entitled to all of the rights and privileges associated with such third-party-beneficiary status. This Agreement does not, and is not intended to, create any other third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the Trust, the Fund, and the parties and their respective successors and permitted assigns.

19.United Kingdom Regulation. TAM acknowledges that the Subadviser is a UK-domiciled and registered entity, and, as such, is subject to a number of regulations and laws, and has policies in place with respect to those regulations and laws (the “UK Requirements”) on items, including, but not limited to, anti-bribery, modern slavery, and data protection. TAM shall provide reasonable assistance to ensure the Subadviser does not breach the UK Requirements.

20.16. Governing Law and Forum SelectionLaw.. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York without regard to conflictsFlorida and the applicable provisions of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning this Agreement shall be brought only in the U.S. District Court for the Southern District of New York, or if such action may not be brought in that court, then such action shall be brought in the New York Supreme Court (the “Designated Courts”). Each party (a) consents to jurisdiction in the Designated Courts; (b) waives any objection to venue in either Designated Court and (c) waives any objection that either Designated Court is an inconvenient forum. For any action commenced in the New York Supreme Court, application shall be submitted to the Commercial Division.1940 Act.

21.17. Interpretation. Interpretation. Nothing contained herein shall be deemed to require the Trust to take any action contrary to its Governing Documents, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Trust.

22.Further Assurances. Each party agrees to perform such further acts and execute such further documents as are reasonably necessary to effectuate the purposes of this Agreement and the arrangements contemplated thereby, including without limitation concerning the winding down or liquidation of any Fund investments.

[signature page to follow]

A-14


The parties hereto have caused this Agreement to be executed by their duly authorized signatories as of the date and year first above written.

 

A-29


TRANSAMERICA ASSET MANAGEMENT, INC.
By:

/s/ Christopher A. Staples

Name:

Christopher A. Staples

Title:

Senior Vice President and Chief Investment Officer

AEGON USA INVESTMENT MANAGEMENT, LLC
By:

/s/ Stephanie M. Phelps

Name:

Stephanie M. Phelps

Title:

Senior Vice President and Chief Financial Officer

A-30


SCHEDULE A

PortfolioInvestment Sub-advisory Fee*
   
Name:Transamerica AEGON Money Market VP  Christopher A. Staples
Title:Senior Director, Investments
AEGON ASSET MANAGEMENT UK PLC
By:
Name:
Title:

A-15


Schedule A

Fund

Investment Sub-advisory Fee*

0.15% of average daily net assets
Transamerica Aegon Sustainable Equity IncomeAEGON U.S. Government Securities VP  

0.20%0.15% of the first $200 million

0.15% over $200 million up to $500 million

0.13% in excess of $500 million

average daily net assets

* As a percentage of average daily net assets on an annual basis.

*

As a percentage of net assets on an annual basis. Sub-advisory fees are based on the combined assets for Transamerica Aegon Sustainable Equity Income VP and Transamerica Sustainable Equity Income. The asset weighted sub-advisory fee and net management fee reflect this aggregation.

 

A-16

A-31


Appendix B

5% and 25% Interest Ownership

To the knowledge of the Trusts,Trust, as of October 8, 2020,June 17, 2022, the following persons owned beneficially or of record 5% or more of a class of outstanding shares of each FundPortfolio indicated:

 

Name & AddressFund NameClassPercent

TCM Division
Transamerica Life Insurance Company
Name & Address  Portfolio Name  Class  Shares   Percent 
Blackrock Tactical Allocation VP
Investment Account
Attn Fund Operations Mailstop 20B
1801 California St Ste 5200
Denver CO 80202-2642
  Transamerica JPMorgan Core Bond VP  Initial   5,812,519.799    53.17
AEGON Financial Partners - Florida
Transamerica Life Insurance Co
WRL Series Life Account
4333 Edgewood Rd NE
Cedar Rapids IA 52499-3830
  Transamerica JPMorgan Core Bond VP  Initial   2,571,832.121    23.53
TCM Division
Transamerica Life Insurance Company
WRL Series Annuity Account
4333 Edgewood Rd NE
Cedar Rapids IA 52499-3830
  Transamerica JPMorgan Core Bond VP  Initial   2,253,904.942    20.62
TCM Division
Transamerica Life Insurance Company
Separate Account VA B
4333 Edgewood Rd NE
Cedar Rapids IA 52499-3830
  Transamerica JPMorgan Core Bond VP  Service   21,097,694.678    84.32
TCM Division
Transamerica Financial Life Ins Co
Separate Account VA Bny
4333 Edgewood Rd NE
Cedar Rapids IA 52499-3830
  Transamerica JPMorgan Core Bond VP  Service   3,222,283.643    12.88
Blackrock Tactical Allocation VP
Investment Account
Attn Fund Operations Mailstop 20B
1801 California St Ste 5200
Denver CO 80202-2642
  Transamerica PIMCO Total Return VP  Initial   33,963,588.783    37.71
Transamerica Asset Allocation-Moderate VP
Investment Account
Attn Fund Operations Mailstop 20B
1801 California St Ste 5200
Denver CO 80202-2642
  Transamerica PIMCO Total Return VP  Initial   24,986,090.628    27.74
TCM Division
Transamerica Life Insurance Company
Separate Account VA B
4333 Edgewood Rd NE
Cedar Rapids IA 52499-3830
  Transamerica PIMCO Total Return VP  Initial   12,301,362.186    13.66
Transamerica Asset Allocation-Conservative VP
Investment Account
Attn Fund Operations Mailstop 20B
1801 California St Ste 5200
Denver CO 80202-2642
  Transamerica PIMCO Total Return VP  Initial   7,490,906.097    8.32

Separate Account D
4333 Edgewood Rd NE MS 4410
Cedar Rapids IA 52499-0001

Transamerica Dividend FocusedA76.47%

National Financial Services LLC

For the Exclusive Benefit of Our Customers
499 Washington Blvd
Attn Mutual Fund Dept - 4th Floor

Jersey City NJ 07310-1995

Transamerica Dividend FocusedA10.86%
Raymond James
880 Carillon Pkwy
St Petersburg FL 33716-1100
Transamerica Dividend FocusedC18.56%
Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0002
Transamerica Dividend FocusedC15.13%
Charles Schwab & CO Inc
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco CA 94105-1905
Transamerica Dividend FocusedC11.60%
National Financial Services LLC
For the Exclusive Benefit of Our Customers
499 Washington Blvd
Attn Mutual Fund Dept - 4th Floor
Jersey City NJ 07310-1995
Transamerica Dividend FocusedC9.83%
LPL Financial
Omnibus Customer Account
Attn Mutual Fund Trading
4707 Executive Dr
San Diego CA 92121-3091
Transamerica Dividend FocusedC9.60%
UBS WM USA
Spec Cdy A/C Eboc Ubsfsi
1000 Harbor Blvd
Weehawken NJ 07086-6761
Transamerica Dividend FocusedC6.07%
Matrix Trust CO As Agent FBO
Old Mutual Asset Management Volunta
PO Box 52129
Phoenix AZ 85072-2129
Transamerica Dividend FocusedI59.10%
Raymond James
880 Carillon Pkwy
St Petersburg FL 33716-1100
Transamerica Dividend FocusedI17.17%
National Financial Services LLC
For the Exclusive Benefit of Our Customers
499 Washington Blvd
Attn Mutual Fund Dept - 4th Floor
Jersey City NJ 07310-1995
Transamerica Dividend FocusedI6.16%

 

B-1


Name & AddressFund NameClassPercent
Transamerica Asset Allocation - Moderate Growth Portfolio
Investment Account
Attn Fund Operations Mailstop 20B
1801 California St Ste 5200
Denver CO 80202-2642
Transamerica Dividend FocusedI237.91%
Transamerica Asset Allocation - Growth Portfolio
Investment Account
Attn Fund Operations Mailstop 20B
1801 California St Ste 5200
Denver CO 80202-2642
Transamerica Dividend FocusedI229.72%
Transamerica Asset Allocation - Moderate Portfolio
Investment Account
Attn Fund Operations Mailstop 20B
1801 California St Ste 5200
Denver CO 80202-2642
Transamerica Dividend FocusedI218.98%
Transamerica Asset Allocation - Conservative Portfolio
Investment Account
Attn Fund Operations Mailstop 20B
1801 California St Ste 5200
Denver CO 80202-2642
Transamerica Dividend FocusedI27.88%
Reliance Trust Company
440 Mamaroneck Ave
Harrison NY 10528-2418
Transamerica Dividend FocusedR677.44%
Transamerica Life Insurance Co.
440 Mamaroneck Ave
Harrison NY 10528-2418
Transamerica Dividend FocusedR619.06%
TCM Division
Transamerica Life Insurance Company
Separate Account VA B
4333 Edgewood Rd NE
Cedar Rapids IA 52499-3830
Transamerica Barrow Hanley Dividend Focused VPInitial58.86%
AEGON Financial Partners - Florida
Transamerica Life Insurance Co
WRL Series Life Account
4333 Edgewood Rd NE
Cedar Rapids IA 52499-3830
Transamerica Barrow Hanley Dividend Focused VPInitial12.91%
TCM Division
Transamerica Life Insurance Company
WRL Series Annuity Account
4333 Edgewood Rd NE
Cedar Rapids IA 52499-3830
Transamerica Barrow Hanley Dividend Focused VPInitial11.57%
Blackrock Tactical Allocation VP
Investment Account
Attn Fund Operations Mailstop 20B
1801 California St Ste 5200
Denver CO 80202-2642
Transamerica Barrow Hanley Dividend Focused VPInitial9.73%
TCM Division
Transamerica Life Insurance Company
Separate Account VA B
4333 Edgewood Rd NE
Cedar Rapids IA 52499-3830
Transamerica Barrow Hanley Dividend Focused VPService61.64%

B-2


Name & AddressFund NameClassPercent
TCM Division
Transamerica Life Insurance Company
Separate Acct A
4333 Edgewood Rd NE
Cedar Rapids IA 52499-3830
Transamerica Barrow Hanley Dividend Focused VPService20.64%
TCM Division
Transamerica Financial Life Ins Co
Separate Account VA Bny
4333 Edgewood Rd NE
Cedar Rapids IA 52499-3830
Transamerica Barrow Hanley Dividend Focused VPService9.21%
TCM Division
Transamerica Life Insurance Company
Separate Account VA B
4333 Edgewood Rd NE
Cedar Rapids IA 52499-3830
  Transamerica PIMCO Total Return VP  Service   56,277,110.376    88.67
TCM Division
Transamerica Financial Life Ins Co
Separate Account VA Bny
4333 Edgewood Rd NE
Cedar Rapids IA 52499-3830
  Transamerica PIMCO Total Return VP  Service   6,024,396.125    9.49

Any ShareholderHolder who holds beneficially 25% or more of a FundPortfolio may be deemed to control the FundPortfolio until such time as such investor holds beneficially less than 25% of the outstanding common shares of the Fund.Portfolio. Any ShareholderHolder controlling a FundPortfolio may be able to determine the outcome of issues that are submitted to ShareholderHolder for vote and may be able to take action regarding the FundPortfolio without the consent or approval of other Shareholders.Holders.

To the knowledge of the Trusts,Trust, as of October 8, 2020,June 17, 2022, the following persons held beneficially 25% or more of the outstanding shares of each FundPortfolio indicated:

 

Name & Address Fund Name Shares Percent Owned  Portfolio Name  Shares   

Percentage

of
Portfolio
Owned

 
Transamerica Asset Allocation - Moderate Growth Portfolio
Investment Account
Attn Fund Operations Mailstop 20B
1801 California St Ste 5200
Denver CO 80202-2642
 Transamerica Dividend Focused 23,276,241.829 31.57%
TCM Division
Transamerica Life Insurance Company
Separate Account VA B
4333 Edgewood Rd NE
Cedar Rapids IA 52499-3830
 Transamerica Barrow Hanley Dividend Focused VP 15,225,014.943 38.87%  Transamerica JPMorgan Core Bond VP   21,097,694.678    59.98
TCM Division
Transamerica Life Insurance Company
Separate Account VA B
4333 Edgewood Rd NE
Cedar Rapids IA 52499-3830
  Transamerica PIMCO Total Return VP   56,277,110.376    36.41

 

B-3

B-2


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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IMPORTANT! PLEASE CAST YOUR PROXY VOTETODAY! BY:            

 

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PROXY TABULATOR, PO BOX 8035 CARY, NC 27512

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INTERNET Go To: www.proxypush.com/TST or scan the QR code below.

   Cast your vote online

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   Follow the simple instructions to record your vote

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PHONE Call 1-866-647-3071

   Use any touch-tone telephone

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LIVE AGENT Call 1-888-823-1460

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   Fold and return your Proxy Card in the postage-paid envelope provided

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VOTE AT THE VIRTUAL MEETING

You can register to attend the virtual Special Meeting at register.proxypush.com/TST

PROXY TABULATOR

PO BOX 8035

CARY, NC 27512-9916

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PROXY CARD

 

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TRANSAMERICA FUNDS

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Please fold here—Do not separate

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Transamerica Dividend FocusedSeries Trust

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 25, 2020OCTOBER 5, 2022

Special Meeting to be held virtually - please visit

www.proxypush.com/TST for more details.

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF TRANSAMERICA SERIES TRUST

The undersigned revoking previous proxies, hereby appoint(s)appoints Marijn P. Smit Erin D. Nelson and Timothy J. Bresnahan, or any oneDennis P. Gallagher, and each of them, as attorneys and proxies for the undersigned, each with full power of substitution, to vote all shares of Transamerica Dividend Focused (the “Fund”) , whichthe Portfolio(s) that the undersigned is entitled to vote at athe Special Meeting of Shareholders (the “Special Meeting”) of the Fund to be held as a virtual meetingat www.proxypush.com/TST on November 25, 2020October 5, 2022 at 10:00 a.m., Mountain Time, for Transamerica JPMorgan Core Bond VP and at11:00 a.m., Mountain Time, for Transamerica PIMCO Total Return VP and any adjournments or postponements thereof. This proxy shall be voted on Proposal 1 as described in the Proxy Statement and as specified on the reverse side. In their discretion, the proxies may vote with respect to all other matters which may properly come before the Special Meeting and any adjournment or postponements thereof. Receipt of the Notice of Special Meeting and the accompanying Proxy Statement is hereby acknowledged.

Do you have questions? If you have any questions about howThis proxy will be voted as instructed. Proxies received on which no vote is indicated will be voted “FOR” the approval of the proposal. The persons named as proxies are authorized in their discretion to vote your proxy or aboutupon such other matters as may properly come before the Special Meeting in general, please call toll-free (888) 605-1956.Representatives are available to assist youMonday through Friday 9 a.m. to 10 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting

to Be Held on November 25, 2020. The Notice of the Special Meeting and Proxy Statement are available at:

https://vote.proxyonline.com/transamerica/docs/proxy2020.pdf

[PROXY ID NUMBER HERE][BAR CODE HERE][CUSIP HERE]


TRANSAMERICA DIVIDEND FOCUSED

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTETO BE COUNTED. Your signature(s) on this should be exactly as your name(s) appear on this Proxy (reverse side). If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing, and where more than one name appears, a majority must sign. If a corporation or another entity, the signature should be that of an authorized officer who should state his or her full title.

PROXY CARD

SIGNATURE (AND TITLE IF APPLICABLE)DATE

SIGNATURE (IF HELD JOINTLY)DATE

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEESMeeting.

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WEIF YOU ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND(S)NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR VOTE USING ANY OF THE METHODS DESCRIBED.

WHENDATE THIS PROXY IS PROPERLY EXECUTED,CARD BELOW, MARK ON THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AS SET FORTH BELOWREVERSE SIDE AND RETURN IT PROMPTLY IN THE DISCRETION OFENCLOSED ENVELOPE.

Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

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Signature and Title, if applicable

Additional Signature (if held jointly)

Scan code for mobile voting

Date

PLEASE BE SURE TO SIGN AND DATE THIS CARD AND MARK ON THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT.REVERSE SIDE

PXY-TST-v4


EVERY SHAREHOLDER’S VOTE IS IMPORTANT!

Important Notice Regarding the Availability of Proxy Materials for

the Special Meeting of Shareholders to be Held Virtually on

October 5, 2022.

The Proxy Statement for this Special Meeting is available at:

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSED NEW SUB-ADVISORY AGREEMENT WITH AEGON ASSET MANAGEMENT UK PLC (“AAM”).www.proxypush.com/TST

TOPLEASE VOTE MARK CIRCLESYOUR PROXY TODAY! BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:

1.

To approve a new sub-advisory agreement for Transamerica JPMorgan Core Bond VP. Holders of the Portfolio are being asked to approve a new sub-advisory agreement with Aegon USA Investment Management, LLC (“AUIM”), an affiliate of Transamerica Asset Management Inc. (“TAM”).

 

PROPOSAL(S) FOR     AGAINST         ABSTAIN        FOR        AGAINST    ABSTAIN    

1.  Policy 1

Policy 2

2.

To approve a new sub-advisory agreement for Transamerica Dividend Focused. ShareholdersPIMCO Total Return VP. Holders of the Portfolio are being asked to approve a new sub-advisory agreement with AAM, an affiliate of the Fund’s investment manager, Transamerica Asset Management, Inc.; andAUIM.

 ¡    FOR     ¡    AGAINST     ¡    ABSTAIN        FOR        AGAINST        ABSTAIN    

2.  Policy 1

Policy 2

3.

To transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof.

¡¡¡

PLEASE DATE,BE SURE TO SIGN AND RETURNDATE THIS CARD USINGON THE ENCLOSED, POSTAGE PAID ENVELOPEREVERSE SIDE

THANK YOU FOR VOTINGPXY-TST-v4


YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:            

 

[

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PROXY ID NUMBER HERE]TABULATOR, PO BOX 8035 CARY, NC 27512

  [BAR CODE HERE] [CUSIP HERE]


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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.PLEASE CAST YOUR PROXY VOTETODAY!

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PROXY CARD

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TRANSAMERICA SERIES TRUST

Transamerica Barrow Hanley Dividend Focused VP

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 25, 2020

The undersigned, revoking previous proxies, hereby appoint(s) Marijn P. Smit, Erin D. Nelson and Timothy J. Bresnahan, or any one of them, as attorneys and proxies for the undersigned, with full power of substitution, to vote all shares of Transamerica Barrow Hanley Dividend Focused VP (the “Fund”), which the undersigned is entitled to vote at a Special Meeting of Shareholders (the “Special Meeting”) of the Fund to be held as a virtual meeting on November 25, 2020 at 11:00 a.m. Mountain Time, and at any adjournments or postponements thereof. This proxy shall be voted on Proposal 1 as described in the Proxy Statement and as specified on the reverse side. In their discretion, the proxies may vote with respect to all other matters which may properly come before the Special Meeting and any adjournment or postponements thereof. Receipt of the Notice of Special Meeting and the accompanying Proxy Statement is hereby acknowledged.

Do you have questions? If you have any questions about how to vote your proxy or about the Special Meeting in general, please call toll-free (888) 605-1956.Representatives are available to assist youMonday through Friday 9 a.m. to 10 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting

to Be Held on November 25, 2020. The Notice of the Special Meeting and Proxy Statement are available at:

https://vote.proxyonline.com/transamerica/docs/proxy2020.pdf

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INTERNET Go To: www.proxypush.com/TST or scan the QR code below.

   Cast your vote online

   Have your Voting Instruction Card ready

   Follow the simple instructions to record your vote

LOGO

LOGO

PHONE Call 1-866-647-3071

   Use any touch-tone telephone

Have your Voting Instruction Card ready

   Follow the simple instructions to record your vote

LIVE AGENT Call 1-888-823-1460

   Speak to a live agent and vote on a recorded line

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MAIL

   Mark, sign and date your Voting Instruction Card

   Fold and return your Voting Instruction Card in the postage-paid envelope provided

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VOTE AT THE VIRTUAL MEETING

You can register to attend the virtual Special Meeting at register.proxypush.com/TST

PROXY TABULATOR

PO BOX 8035

CARY, NC 27512-9916

 

 

[PROXY ID NUMBER HERE]

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  [BAR CODE HERE]

Please fold here—Do not separate

  [CUSIP HERE]

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Transamerica Barrow Hanley Dividend Focused VP

YOUR SIGNATURE IS REQUIREDFOR YOUR VOTE TO BE COUNTED. Your signature(s) on this shouldTransamerica Series Trust

SPECIAL MEETING OF SHAREHOLDERS ON OCTOBER 5, 2022

Special Meeting to be exactly as your name(s) appear on this Proxy (reverse side). If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing, and wherevirtually - please visit

www.proxypush.com/TST for more than one name appears, a majority must sign. If a corporation or another entity, the signature should be that of an authorized officer who should state his or her full title.

PROXY CARDdetails.

 

SIGNATURE (AND TITLE IF APPLICABLE)DATE

SIGNATURE (IF HELD JOINTLY)DATE

[INSURANCE COMPANY DROP IN]

THIS PROXY IS BEINGThe undersigned hereby instructs the above referenced insurance company, with full power of substitution, to vote as directed on the reverse side of this form all shares of the Portfolio(s) the undersigned is entitled to provide instructions for at the Special Meeting of Shareholders of Transamerica Series Trust (“Special Meeting”) to be held as a virtual meeting at the following Website: www.proxypush.com/TST, on October 5, 2022 at 10:00 a.m., Mountain Time, for Transamerica JPMorgan Core Bond VP and 11:00 a.m., Mountain Time, for Transamerica PIMCO Total Return VP and at any and all adjournments or postponements thereof.

THESE VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE BOARD OF TRUSTEESABOVE-REFERENCED INSURANCE COMPANY. This Voting Instruction Card will be voted as instructed. If no specification is made, the Voting Instruction Card will be voted “FOR” the Proposal.

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS VOTING INSTRUCTION CARD BELOW, MARK ON THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND(S)REVERSE SIDE AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR VOTE USING ANY OF THE METHODS DESCRIBED.

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AS SET FORTH BELOW ANDRETURN IT PROMPTLY IN THE DISCRETION OFENCLOSED ENVELOPE.

Please sign exactly as your name(s) appear(s) on this Voting Instruction Card, and date it. When shares are held jointly, each owner should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

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Signature and Title, if applicable

Additional Signature (if held jointly)

Scan code for mobile voting

Date

PLEASE BE SURE TO SIGN AND DATE THIS CARD AND MARK ON THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING ANDREVERSE SIDE

VIC-TST-v2


EVERY POLICYOWNER’S INSTRUCTIONS ARE IMPORTANT!

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting

of Shareholders of Transamerica Series Trust to be Held Virtually on October 5, 2022.

The Proxy Statement for this Special Meeting is available at: www.proxypush.com/TST

PLEASE VOTE YOUR PROXY STATEMENT.TODAY!

THE BOARD OF TRUSTEES RECOMMENDS THATIF YOU VOTE ON THE INTERNET, BY TELEPHONE, OR IN FAVOR OF THE PROPOSED NEW SUB-ADVISORY AGREEMENT WITH AEGON ASSET MANAGEMENT UK PLC (“AAM”).PERSON,

TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD

Transamerica JPMorgan Core Bond VP                          Transamerica PIMCO Total Return VP

Your Board recommends that you vote “FOR” the proposal(s).

1.

To approve a new sub-advisory agreement for Transamerica JPMorgan Core Bond VP. Holders of the Portfolio are being asked to approve a new sub-advisory agreement with Aegon USA Investment Management, LLC (“AUIM”), an affiliate of Transamerica Asset Management Inc. (“TAM”).

 

PROPOSAL(S) FOR     AGAINST         ABSTAIN        FOR        AGAINST    ABSTAIN    

1.  Policy 1

Policy 2

2.

To approve a new sub-advisory agreement for Transamerica Barrow Hanley Dividend FocusedPIMCO Total Return VP. ShareholdersHolders of the Portfolio are being asked to approve a new sub-advisory agreement with AAM, an affiliate of the Fund’s investment manager, Transamerica Asset Management, Inc.; andAUIM.

 ¡    FOR     ¡    AGAINST     ¡    ABSTAIN        FOR        AGAINST        ABSTAIN    

2.  Policy 1

Policy 2

3.

To transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof.

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PLEASE DATE,BE SURE TO SIGN AND RETURNDATE THIS CARD USINGON THE ENCLOSED, POSTAGE PAID ENVELOPEREVERSE SIDE

THANK YOU FOR VOTINGVIC-TST-v2

[PROXY ID NUMBER HERE][BAR CODE HERE][CUSIP HERE]


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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY!

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TRANSAMERICA SERIES TRUST

Transamerica Barrow Hanley Dividend Focused VP

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 25, 2020

The undersigned, revoking any previously executed voting instruction cards attributable to his or her variable contract, hereby instructs the above-named Insurance Company to vote the shares of the Fund listed above that are attributable to the undersigned’s participation in the variable contract as of October 8, 2020, at the Special Meeting of Shareholders (the “Special Meeting”) to be held as a virtual meeting on November 25, 2020 at 11:00 a.m. Mountain Time, and at any adjournments or postponements thereof, as indicated on the matters set forth below and instructs the Insurance Company to vote upon any other matters that may be properly acted upon at the Special Meeting. Receipt of the related proxy statement and accompanying Notice of Special Meeting that describes the matters to be considered and voted on is hereby acknowledged.

Do you have questions? If you have any questions about how to vote your proxy or about the Special Meeting in general, please call toll-free (888) 605-1956.Representatives are available to assist youMonday through Friday 9 a.m. to 10 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting

to Be Held on November 25, 2020. The Notice of the Special Meeting and Proxy Statement are available at:

https://vote.proxyonline.com/transamerica/docs/proxy2020.pdf

[PROXY ID NUMBER HERE][BAR CODE HERE][CUSIP HERE]


Transamerica Barrow Hanley Dividend Focused VP

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. Your signature(s) on this should be exactly as your name(s) appear on this Proxy (reverse side). If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing, and where more than one name appears, a majority must sign. If a corporation or another entity, the signature should be that of an authorized officer who should state his or her full title.

  VOTING INSTRUCTION CARD

SIGNATURE (AND TITLE IF APPLICABLE)DATE

SIGNATURE (IF HELD JOINTLY)DATE

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND(S) AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR VOTE USING ANY OF THE METHODS DESCRIBED.

This voting instruction card is solicited by the Insurance Company and shares of the Fund attributable to the undersigned’s variable contract will be voted in the manner specified in this Voting Instruction Card when properly executed and delivered. If no direction is made when the duly executed Voting Instruction Card is returned, the Insurance Company will vote in favor of Proposal 1. If any other matters come properly before the Special Meeting to be voted on, the shares will be voted on such matters in accordance with the views of management. If you fail to return this Voting Instruction Card, depending on your separate account, the Insurance Company generally will vote all shares of the Fund attributable to your account in proportion to those shares for which voting instructions are timely received. The effect of this proportional voting is that contract owners representing a small number of Fund shares may determine the outcome of the vote on Proposal 1.

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSED NEW SUB-ADVISORY AGREEMENT WITH AEGON ASSET MANAGEMENT UK PLC (“AAM”).

TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:

PROPOSAL(S)FOR  AGAINST  ABSTAIN  

1.  To approve a new sub-advisory agreement for Transamerica Barrow Hanley Dividend Focused VP. Shareholders are being asked to approve a new sub-advisory agreement with AAM, an affiliate of the Fund’s investment manager, Transamerica Asset Management, Inc.; and

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2.  Any other business that may properly come before the Special Meeting.

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PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED, POSTAGE PAID ENVELOPE

THANK YOU FOR VOTING

[PROXY ID NUMBER HERE][BAR CODE HERE][CUSIP HERE]