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

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

TRANSAMERICA FUNDS

TRANSAMERICA SERIES TRUST

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

TRANSAMERICA FUNDS

Transamerica Dividend Focused

TRANSAMERICA SERIES TRUST

Transamerica Multi-Manager Alternative StrategiesBarrow Hanley Dividend Focused VP

Transamerica BlackRock Global Allocation Managed Risk – Growth VP

1801 California Street, Suite 5200

Denver, COColorado 80202

February 11,[                    ], 2020

Dear Holder:Shareholder or Policyowner:

A special meeting of holders (the “Holders”shareholders of, or, as applicable, policyowners investing in (together, the “Shareholders”) who invest in one or moreTransamerica Dividend Focused, a series of Transamerica Multi-Manager Alternative Strategies VPFunds, and Transamerica BlackRock Global Allocation Managed Risk – GrowthBarrow Hanley Dividend Focused VP, (each, a “Portfolio” and collectively, the “Portfolios”), each a series of Transamerica Series Trust (the “Trust”(each series, a “Fund” and collectively, the “Funds”), throughis scheduled to be held as a variable life insurance policy or variable annuity contract,virtual meeting on November 25, 2020, at 10:00 a.m. (Mountain Time) for Transamerica Dividend Focused, and on November 25, 2020, 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”). 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 Fund has determined that the Fund’s Special Meeting will be held atin a virtual meeting format only, via the officesinternet, with no physical in-person meeting. The details on how to participate in the virtual Special Meetings are included in the following joint proxy statement.

At the respective Special Meeting:

Shareholders of Transamerica Dividend Focused are being asked to approve a new sub-advisory agreement with Aegon Asset Management UK plc (“AAM”), an affiliate of Transamerica Asset Management, Inc. (“TAM”), 1801 California Street, Suite 5200, Denver, CO 80202, on March 20, 2020, at 10 a.m. (Mountain time).the Fund’s investment manager.

YouShareholders of Transamerica Barrow Hanley Dividend Focused VP are being asked to approve a new sub-advisory agreement with AAM.

TAM acts as a manager of managers for the proposed liquidationFunds pursuant to an exemptive order from the Securities and Exchange Commission. Under the terms of the Portfolio(s) in which you are invested, as described below. 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.

We are seeking your approval of each applicable proposalthese proposals through the enclosed joint proxy statement, which we invite you to review closely.

On DecemberAAM would replace Barrow, Hanley, Mewhinney & Strauss, LLC as the 4-5,sub-adviser 2019,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 Trust has considered the Trust consideredproposal for the respective Fund to be voted on at the Special Meeting and approvedhas determined it is in the liquidationbest interest of the Fund, and dissolutionunanimously recommends that you vote “FOR” the proposal with respect to your Fund. 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.

Shareholders of record of each Portfolio subject to the approval by the Portfolio’s Holders of a Plan of Liquidation. If the proposed Plan of Liquidation is approved by a Portfolio’s Holders, the Portfolio will, by the Liquidation Date (as defined below), in accordance with the Plan of Liquidation: (1) sell or otherwise convert to cash or cash equivalents its portfolio securities and other assets; (2) pay any liabilities; (3) make a liquidating distribution equal to the Holders’ interest in the remaining assetsFund as of the Portfolio withoutclose of business on September 30, 2020 are entitled to vote at the deduction ofrelevant Special Meeting and any feesadjournments or the imposition of any charges; and (4) wind up its operations and dissolve its existence. If the proposed Plans of Liquidation are approved by Holders, the Plans of Liquidation are expected to take effect on or about April 30, 2020. As soon as practicable thereafter, the Portfolios would be liquidated pursuant to the Plans of Liquidation (the “Liquidation Date”).

If, by the Liquidation Date, you have not yet transferred your interest in the applicable Portfolio(s) to another allocation option, upon the liquidation of the Portfolio, the liquidation proceeds related to your investment in the Portfolio will be transferred to the corresponding share class of Transamerica BlackRock Government Money Market VP (the “Government Money Market Portfolio”), another series of the Trust, which is managed by TAM andsub-advised by BlackRock Investment Management, LLC.

You may transfer your interest in the applicable Portfolio to any of the other allocation options available under your variable annuity contract or variable life insurance policy in accordance with the terms of your contract or policy at any time prior to the Liquidation Date free of any applicable transfer restrictions, transfer charges and without such transfer counting as one of a limited number of transfers permitted during any period free of charge. If the liquidation proceeds related to your interest in a Portfolio are transferred to the Government Money Market Portfolio, you may subsequently transfer your interest in the Government Money Market Portfolio to any of the other allocation options available under your variable annuity contract or variable life insurance policy in accordance with the terms of your contract or policy, free of any applicable transfer restrictions, transfer charges and without such transfer counting as one of a limited number of transfers permitted during any period free of charge for a period of sixty (60) days after the Liquidation Date. The proposed liquidation, as well as contract value transfers in anticipation of or subsequent to the proposed liquidation, will not ordinarily create federal income tax liability for you in connection with your variable annuity contract or variable life insurance policy.

postponements thereof. Whether or not you plan to virtually attend the meeting in person 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 additionalfollow-up mailings and solicitations.Please vote today.

Voting is quick and easy. You may vote by telephone, via the Internetinternet 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, about the proposals, please call the Trust toll-free at1-888-233-4339.1-888-233-4339 for Transamerica Funds, or 1-800-851-9777 for Transamerica Series Trust.

IMPORTANT INFORMATION FOR HOLDERSSHAREHOLDERS

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

Transamerica Funds Proposal II: Approve a New Sub-Advisory Agreement for Transamerica Dividend Focused (“TF Dividend Focused”): Approval ofShareholders are being asked to vote on a Plan of Liquidationnew sub-advisory agreement with a new sub-adviser, Aegon Asset Management UK plc (“AAM”). Transamerica Asset Management, Inc. (“TAM”) serves as investment manager to liquidate Transamerica Multi-Manager Alternative Strategies VPTF Dividend Focused, and distributeAAM is affiliated with TAM. In connection with the liquidation proceedsproposed change in sub-adviser, there would also be changes to the Holders of the Portfolio, allname, 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 attached joint Proxy Statement.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 III: Approve a New Sub-Advisory Agreement for Transamerica Barrow Hanley Dividend Focused VP (“TST Dividend Focused VP”): Approval ofShareholders are being asked to vote on a Plan of Liquidationnew sub-advisory agreement with a new sub-adviser, AAM. As noted above, AAM is affiliated with TAM, who serves as investment manager to liquidate Transamerica BlackRock Global Allocation Managed Risk – Growth VP and distributeTST Dividend Focused VP. In connection with the liquidation proceedsproposed change in sub-adviser, there would also be changes to the Holders of the Portfolio, allname, principal investment strategies, management fee schedules and sub-advisory fee schedules for TST Dividend Focused VP as described in this joint proxy statement. If approved by Shareholders, it is anticipated that the attached joint Proxy Statement.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 Income VP.

Under the terms of the TAM’s manager of managers 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.

The implementation of each of Proposal I and Proposal IIa proposal is not contingent upon the approval of the other proposal.

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You may also virtually attend the meetingSpecial Meeting and vote in person.your interests. However, even if you intend to do so, we encourage you to provide voting instructions by one of the methods described above.

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TRANSAMERICA FUNDS

Transamerica Dividend Focused

TRANSAMERICA SERIES TRUST

Transamerica Multi-Manager Alternative StrategiesBarrow Hanley Dividend Focused VP

Transamerica BlackRock Global Allocation Managed Risk – Growth VP

1801 California Street, Suite 5200

Denver, CO 80202

NOTICE OF A MEETINGSPECIAL MEETINGS OF HOLDERSSHAREHOLDERS

Scheduled to be heldHeld Virtually on March 20,November 25, 2020

Please take notice that a special meetingSpecial Meeting of holders (the “Holders”shareholders of, or, as applicable, policyowners investing in (together, the “Shareholders”) who invest in one or moreTransamerica Dividend Focused, a series of Transamerica Multi-Manager Alternative Strategies VPFunds, and Transamerica BlackRock Global Allocation Managed Risk – GrowthBarrow Hanley Dividend Focused VP, (each, a “Portfolio” and collectively, the “Portfolios”), each a series of Transamerica Series Trust (the “Trust”(each series, a “Fund” and collectively, the “Funds”), through a variable life insurance policy or variable annuity contract, willis scheduled to be held at the offices of Transamerica Asset Management, Inc. (“TAM”), 1801 California Street, Suite 5200, Denver, CO 80202,as a virtual meeting on March 20,November 25, 2020, at 1010:00 a.m. (Mountain time),Time) for Transamerica Dividend Focused, and on November 25, 2020, at 11:00 a.m. (Mountain Time) for Transamerica Barrow Hanley Dividend Focused VP, to consider and vote on the following proposals, as applicable:proposals:

Transamerica Funds:

Transamerica Series Trust:

After careful consideration of eachthe proposal, the Board of Trustees of each PortfolioFund approved ProposalsProposal I through IIIfor the Fund and recommends that HoldersShareholders vote “FOR” the proposal for each respective Portfolio.the Fund.

Each HolderShareholder of record of each PortfolioFund at the close of business on January 21,September 30, 2020 is entitled to notice of and to vote at the special meetingFund’s 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 Fund have determined that the Fund’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.

February 11,October [     ], 2020

HOLDERSSHAREHOLDERS ARE INVITED TO ATTEND THE VIRTUAL SPECIAL MEETING IN PERSON.MEETINGS. HOWEVER, YOU MAY VOTE PRIOR TO THE SPECIAL MEETINGMEETINGS 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 on the Portfolios’your Fund’s website at www.transamericaseriestrust.comat: [    ] until at least October 31, 2020.[                    , 2020]. A paper or email copy of the proxy materials may be obtained, without charge, by contacting the Portfolios’Funds’ proxy solicitor, ComputershareAST Fund Solutions at1-866-612-5814.1-888-605-1956.

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YOU CAN HELP YOUR PORTFOLIOFUND 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 Multi-Manager Alternative Strategies VP

Transamerica BlackRock Global Allocation Managed Risk – GrowthBarrow Hanley Dividend Focused VP

1801 California Street, Suite 5200

Denver, CO 80202

JOINT PROXY STATEMENT

Introduction

This jointJoint Proxy Statement (“Joint Proxy Statement”) is furnished in connection with the solicitation of proxies by the BoardBoards of Trustees (the “Board” and each member of thea Board, a “Board Member”) of Transamerica Dividend Focused (“TF Dividend Focused”), a series of Transamerica Funds (“Transamerica Funds”), and Transamerica Barrow Hanley Dividend Focused VP (“TST Dividend Focused VP”), a series of Transamerica Series Trust (the “Trust”(“TST”), on behalf of each of Transamerica Multi-Manager Alternative Strategies VP and Transamerica BlackRock Global Allocation Managed Risk – Growth VP (each, a “Portfolio”“Fund” and, collectively, the “Portfolios”“Funds”). The proxies are being solicited for use at a special meeting of holders (the “Holders”shareholders of, or, as applicable, policyowners investing in (together, the “Shareholders”), which invest in a Portfolio through a variable life insurance policy or variable annuity contract,each Fund to be held at the offices of Transamerica Asset Management, Inc. (“TAM”), 1801 California Street., Suite 5200, Denver, CO 80202,as a virtual meeting on March 20,November 25, 2020, at 1010:00 a.m. (Mountain time) (theTime) for Transamerica Dividend Focused, and on November 25, 2020, 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”), and at any and all adjournments or postponements thereof. The Special MeetingMeetings will be held for the purposes set forth in the accompanying Notice of Special MeetingMeetings of Holders.

This Proxy Statement and the accompanying materials are being first mailed by the Board to Holders on or about February 14, 2020.Shareholders.

The Trust is organized as a Delaware statutory trust. The Trust isBoard of each of Transamerica Funds and TST, each anopen-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’s Special Meeting is in the best interests of each Fund and its respective Shareholders in light of the similar matters being considered and voted on by the Shareholders with respect to each of the Funds. This Joint Proxy Statement and the accompanying materials are being first mailed by the Boards to Shareholders of each Fund on or about [October     , 2020].

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].

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 TST is organized as a Delaware statutory trust. TST Dividend Focused VP, a series of TST, is 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 the only shareholders of TST Dividend Focused VP are the insurance company separate accounts and the asset allocation portfolios, and policyowners are not shareholders of the Fund, for ease of reference shareholders and policyowners are collectively referred in this Joint Proxy Statement as “Shareholders,” and the shares or beneficial interests that they hold in the Funds are sometimes referred to as “interests.”

In certain cases, for ease of comprehension, the term “Portfolio”“Fund” is used in this Joint Proxy Statement where it may be more precise to refer to the Trust of which each Portfoliothe Fund is a series. For purposes of convenience in this Proxy Statement, holders have been defined as “Holders,” as noted above and the interests that they hold in insurance company separate accounts that in turn own shares of a Portfolio are sometimes referred to as “interests.” Holders are not shareholders of a Portfolio. For ease of reference, throughout the Proxy Statement, shareholders and Holders may collectively be referred to as “shareholders” of a Portfolio.

You are being asked to vote at the Special Meeting becauseof each Fund in which you were invested in one or more Portfolios through your variable annuity contract or variable life insurance policyheld interests as of the close of business on January 21,September 30, 2020 (the “Record Date”). Each HolderShareholder of record of a PortfolioFund at the close of business on the Record Date is entitled to one vote for each dollar of net asset value of the applicable PortfolioFund represented by the Holder’sShareholder’s shares of the Portfolioapplicable Fund (with proportional fractional votes for fractional shares). The net assets and total number of shares of each PortfolioFund outstanding and the net assets of each PortfolioFund at the close of business on the Record Date were as follows:

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TF Dividend Focused

TST Dividend Focused VP

Please sign, date and returnThe Fund with respect to which your vote is being solicited is named on the proxy card included with this Joint Proxy Statement. YouIf you have the right to vote with respect to more than one Fund as of the Record Date, you may alsoreceive 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.internet, please vote on the proposal with respect to each applicable Fund. If you vote by telephone or over the Internet,internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card.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 thea Fund’s Special Meeting will be voted at thethat Special Meeting. On the matters coming before theeach 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 aone or more proposal, the shares will be voted “FOR” theeach such proposal. The duly appointed proxies may, in their discretion, vote upon such other matters as may properly come before the Special Meeting.Meetings.

HoldersShareholders who execute proxies or provide voting instructions by telephone, mail, or the Internetinternet may revoke them with respect to any or all proposals at any time before a vote is taken on a proposal. Pleaseproposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary at the principal executive offices of the Fund 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 HoldersShareholders of a Fund is required to take action at the Fund’s Special Meeting. For the purposes of taking action on ProposalsProposal I through III, Holdersfor each Fund, Shareholders entitled to vote and present in personat the Special Meeting or by proxy representing at least thirty percent (30%) of the voting power of each respective Portfoliothe Fund shall constitute a quorum at a Special Meeting. A

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 likely to be established due topresent at the proportional voting by the Insurance Companies described below.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 in personat 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 I for each of Proposals I and IIFund requires the vote of a “majority of the outstanding voting securities” of each applicable Portfoliothe Fund 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 PortfolioFund that are present or represented by proxy at the Special Meeting if Holdersholders of shares representing more than 50% of the voting power of the outstanding voting securities of the PortfolioFund are present or represented by proxy, or (b) more than 50% of the voting power of the outstanding securities of the Portfolio.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.

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

				Proposal I.
BrokerNon-Vote (where the underlying Ownerbeneficial owner or person entitled to vote had not voted and the broker or nominee does not have authority to vote the shares)shares on the matter)		Considered “present”Because Proposal I is considered a non-routine matter, broker non-votes are not counted towards establishing a quorum at meeting for purposes of quorum.the meeting.		Brokernon-votes do not count as a vote “for” the proposalProposal I and have the same effect as a vote “against” the proposal.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 Abstain		Considered “present” at the meeting for purposes of quorum.		Abstentions do not count as a vote “for” the proposalProposal I and have the same effect as a vote “against” the proposal.Proposal.

Manner of Voting

SharesIf 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 member of the PortfoliosNYSE 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 which are not offered directly to the public, but areonly sold only to (1)certain asset allocation portfolios and 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”), and (2) certain asset allocation portfolios that are series of the Trust (the “Asset Allocation Portfolios”). As such, (including Transamerica Life Insurance Company (“TLIC”),and Transamerica Financial Life Insurance Company, (“TFLIC”), and Transamerica Premier Life Insurance Company (“TPLIC”)Inc. (collectively, the “Insurance Companies”) are) to fund the only shareholdersPolicies, ownership of the investment portfolios offered by the Trust. The Insurance Companies each offer the opportunity to investinterests is legally vested in the Portfolios through their respective products.

Theseparate accounts. It is the Fund’s understanding, that the Insurance Companies will vote shares held by these separate accounts in a manner consistent with voting instructions timely received from the HoldersShareholders of the Policies used to fund the accounts.A signed proxy card or other authorization by a HolderShareholder that does not specify how the Holder’sShareholder’s interest should be voted on a proposal willmay be deemed an instruction to vote such interest in favor of the applicable proposal.

The Insurance Companies will use proportional voting to vote shares held by separate accountsinterests for which no timely instructions are received from the HoldersShareholders of the Policies. TheIt is the Fund’s understanding, that the Insurance Companies do not require that a specified number of owners of the Policies submit voting instructions before the Insurance Companies will vote the shares ofinterests in the PortfolioFund held by itstheir registered separate accounts at the Special Meeting.Meetings. As a result, a small number of Holdersowners of the Policies could determine how the Insurance Companies vote, if other Holdersowners fail to vote. Other participating insurance companies may follow similar voting procedures. In the case

If you beneficially own shares that are held in “street name” through a broker-dealer or that are held of the Asset Allocation Portfolios thatrecord by a service agent, or if you hold shares ofthrough a Portfolio, if any, each Asset Allocation Portfolio will vote itsPolicy, and you do not provide specific voting instructions for your shares, of the applicable Portfoliothey may not be voted at all or, as described above, they may be voted in the same proportion in which votes are cast by other Holders of the Portfolio.a manner that you may not intend. In addition, TAM, the Insurance Companies and their affiliates will use proportional votingparticular, failure to vote anymay not be an effective way 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 held by TAM, the Insurance Companies or their affiliates for their own account.

A signed proxy card or other authorization by a beneficial owner of shares in a Portfolio that does not specify how the beneficial owner’s shares shouldto be voted on a proposal will be deemed an instruction to vote such shares in favor of the applicable proposal(s).voted.

If you need more information or have any questions about the proposals,Proposals, please call the Trust toll-free at1-888-233-4339.1-888-233-4339 for Transamerica Dividend Focused or 1-800-851-9777 for TST Dividend Focused VP. If you have any questions about voting, please call AST Fund Solutions, the Portfolios’Funds’ proxy solicitor Computershare at1-866-612-5814.1-888-605-1956.

Revoking Proxies

Each Portfolio HolderFund Shareholder signing and returning a proxy has the power to revoke it at any time before it is exercised:

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

If a Portfolio 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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TRANSAMERICA FUNDS PROPOSAL I — APPROVAL OF PLAN OF LIQUIDATION FORA NEW INVESTMENT SUB-ADVISORY AGREEMENT

TRANSAMERICA MULTI-MANAGER ALTERNATIVE STRATEGIES VPDIVIDEND FOCUSED

To approve a new sub-advisory agreement with Aegon Asset Management UK plc (“AAM”) (to be voted on by Shareholders of Transamerica Dividend Focused).

This Proposal I is to be voted on by HoldersShareholders of Transamerica Multi-Manager Alternative StrategiesDividend Focused (for purposes of this proposal, the “Fund”), a series of Transamerica Funds (for purposes of this proposal, the “Trust”).

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

Currently, Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow Hanley”) serves as the sub-adviser to the Fund and is a party to an investment sub-advisory agreement with TAM with respect to the Fund (the “Current TF Sub-Advisory Agreement”). Under the Current TF Sub-Advisory Agreement, dated November 10, 2017, as amended, Barrow Hanley provides sub-advisory services to the Fund in a manner consistent with the terms of the Current TF Sub-advisory Agreement and the investment objective, strategies and policies of the Fund. The Current TF Sub-Advisory Agreement was last approved by the Trust’s Board on June 17 and 18, 2020¹.

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

The Fund’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 Shareholders 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’s investment management agreement with TAM on June 17 and 18, 2020¹. TAM is directly owned by Transamerica Premier Life Insurance Company (“TPLIC”) (77%) and AUSA Holding, LLC (“AUSA”) (23%), both of which are indirect, wholly owned subsidiaries of Aegon NV. TPLIC 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, 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’s investments and investment program, and providing supervisory, compliance and administrative services to the Fund. 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 Shareholder approval), the appointment of AAM as a new sub-adviser to the Fund, replacing Barrow Hanley. TAM will oversee AAM 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. The management fee is calculated based on the average daily net assets of the Fund. The Fund paid TAM $3,860,809 in management fees after waivers, reimbursements and recaptures for the fiscal year ended October 31, 2019. If this Proposal I is approved, TAM, not the Fund, will pay AAM 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.

TAM acts as a manager of managers for the Fund 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

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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 sub-advisory agreement with AAM, an affiliate of TAM, without such agreement being approved by the Shareholders of the Fund. This is the reason that Shareholder approval of this Proposal I is being sought. The appointment of AAM is not expected to result in any material changes in the nature or the level of investment management services provided to the Fund by TAM. TAM will continue to provide investment management services to the Fund, including, among other things: the design, development and ongoing review and evaluation of the Fund, 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’s prospectus and other disclosure materials; and the ongoing oversight and monitoring of AAM.

No officer or Board Member of the Trust is a director, officer or employee of AAM. No officer or Board Member of the Trust, through the ownership of securities or otherwise, has any other material direct or indirect interest in AAM or any other person controlling, controlled by or under common control with AAM. 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 AAM or any of its affiliates was or is to be a party.

In connection with the proposed appointment of AAM as sub-adviser, there would be changes to the Fund’s principal investment strategies and principal risks. AAM would implement an active strategy 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. In pursuing the Fund’s investment objective, AAM would look to buy stocks and hold them over multi-year periods in an effort to benefit from the compounding effects of increasing dividends. In addition, the sub-adviser will seek to invest in stocks it views as having positive sustainability credentials. The Fund’s principal investment strategies would no longer include the current limitation of the Fund 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. Following the changes in sub-adviser and principal investment strategies, the Fund would be subject to the following additional principal risks: Sustainability Investing risk, Derivatives risk, Leveraging risk and Investments by Affiliated Funds and Unaffiliated Funds risk.

AAM has asset management capabilities in sustainable investing, as well as large value, dividend-focused investing, and a depth 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.

Based on AAM’s experience in both dividend and sustainability investing, among other things, TAM recommended to the Board that AAM be appointed as the Fund’s new sub-adviser and the Board has approved AAM’s appointment, subject to Shareholder approval.

The proposed changes are anticipated to become effective on or about December 1, 2020. At that time, TAM will 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.

General Comparison of Sub-Advisory Agreements

Set forth below is a general description of certain terms of the New TF Sub-Advisory Agreement and a comparison with the terms of the Current Sub-Advisory Agreement. A copy of the form of New TF 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 TF Sub-Advisory Agreement.

Investment Management Services. Under the terms of the New TF Sub-Advisory Agreement, subject to the supervision of the Trust’s Board and TAM, AAM will manage the investment and reinvestment of the portfolio assets of the Fund, all without prior consultation with TAM, subject to and in accordance with the investment objective and policies of the Fund set forth in the Fund’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’s Board may issue from time-to-time in accordance therewith. In pursuance of the foregoing, AAM will make all determinations with respect to the purchase and sale of portfolio securities and takes such action necessary to implement the same. AAM shall render regular reports as to the Trust’s Board of Trustees and TAM concerning the investment activities of the Fund. The Current TF Sub-Advisory Agreement addresses the services to be provided in a similar manner.

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The New TF Sub-Advisory Agreement provides that AAM 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 Fund within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to AAM, or to any other Fund or account over which AAM or its affiliates exercise investment discretion. The New TF Sub-advisory Agreement also provides that, subject to such policies and procedures as may be adopted by the Board and officers of the Fund, AAM 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 AAM 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’s overall responsibilities with respect to the Fund and to other portfolios and clients for which AAM exercises investment discretion. The Trust’s Board may adopt policies and procedures that modify and restrict AAM’s authority regarding the execution of the Fund’s portfolio transactions. The Current TF Sub-Advisory Agreement contains similar provisions.

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

The New TF 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. The New TF 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 TF Sub-Advisory Agreement also contains these provisions.

The New TF 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’s valuation committee meetings. The Current TF Sub-Advisory Agreement also contains these provisions.

The New TF Sub-advisory Agreement requires that AAM, 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 AAM relating to the services provided pursuant to the New TF Sub-advisory Agreement, including such information that the Fund’s Chief Compliance Officer reasonably believes necessary for compliance with Rule 38a-1 under the 1940 Act. The Current TF Sub-advisory Agreement also contains such provisions.

Sub-Advisory Fees. Under both the Current TF Sub-advisory Agreement and the New TF Sub-Advisory Agreement, TAM pays the sub-adviser a fee out of the investment management fee TAM receives from the Fund. Fees paid to Barrow Hanley during the Fund’s most recent fiscal year ended October 31, 2019 were $995,008.

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

0.20% of the first $200 million

0.15% over $200 million up to $500 million

0.13% in excess of $500 million

The average daily net assets for purposes of calculating the sub-advisory fees will be determined on a combined basis with Transamerica Barrow Hanley Dividend Focused VP.

Under the Current TF Sub-Advisory Agreement, TAM (not the Fund) pays Barrow Hanley sub-advisory fees, according to the following schedule, for its services with respect to the Fund’s average daily net assets on an annual basis:

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0.30% of the first $200 million

0.20% over $200 million up to $500 million

0.15% in excess of $500 million

Payment of Expenses. The New TF 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 TF Sub-Advisory Agreement, the Fund will bear all expenses not expressly assumed by TAM or the sub-adviser incurred in the operation of the Fund and the offering of its shares. The operating expenses of the Fund are expected to decrease as a result of entering into the New TF Sub-Advisory Agreement.

Conflicts of Interest. The New TF Sub-Advisory Agreement provides that the sub-adviser will not deal with itself, or with members of the Fund’s Board 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 sub-adviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund 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 Fund from time to time. The New TF 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 TF Sub-Advisory Agreement also provides that if the purchase or sale of securities consistent with the investment policies of the Fund 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 Fund 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 TF Sub-advisory Agreement contains similar provisions.

Limitation on Liability. Under the New TF 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. 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 Fund as contemplated by the New TF Sub-Advisory Agreement. The Current TF Sub-advisory Agreement also contains these provisions.

Term and Continuance. If approved by Shareholders of the Fund, the New TF Sub-Advisory Agreement for the Fund 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. Notwithstanding the foregoing, the New TF Sub-Advisory Agreement will be considered by the Board on the same calendar as the investment management agreement with TAM.

Termination. The New TF Sub-advisory Agreement provides that it: (i) may be terminated with respect to the Fund 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; (ii) may be terminated by TAM upon written notice to AAM, without the payment of any penalty; (iii) may be terminated by AAM 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 AAM and shall not be assignable by TAM without the consent of AAM. The Current TF Sub-advisory Agreement contains similar provisions.

MANAGEMENT FEES

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

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

Management fees are accrued daily and paid by the Fund monthly. As of September 30, 2020, the net assets of the Fund were $[        ] billion.

TAM has contractually agreed through March 1, 2021 to waive fees and/or reimburse Fund expenses to the extent that the total operating expenses exceed 1.15% for 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% for 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’s business. 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.

The following chart compares the actual management fees paid by the Fund to TAM (with and without regard to waivers/expense reimbursements) for the fiscal year ended October 31, 2019 to a hypothetical example of management fees that would have been paid by the Fund 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.

SUB-ADVISORY FEES

Under the Current TF Sub-advisory Agreement, TAM (not the Fund) has agreed to pay Barrow Hanley 0.30% 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’s average daily net assets on an annual basis.

Under the New TF Sub-advisory Agreement, TAM (not the Fund) will pay AAM 0.20% of the first $200 million, 0.15% over $200 million up to $500 million, and 0.13% in excess of $500 million with respect to the Fund’s average daily net assets on an annual basis.

The following chart compares the actual sub-advisory fees paid by TAM to Barrow Hanley (net of fees reimbursed) for the fiscal year ended October 31, 2019 to a hypothetical example of sub-advisory fees that would have been paid by TAM to AAM for the same period under the New TF Sub-advisory Agreement, and also shows the percentage difference between the actual and hypothetical values.

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Amounts paid to TAM and to affiliates of TAM during the fiscal year ended October 31, 2019 by the Fund and the services for which the amounts were paid, if any, are listed below. There were no other material payments by the Fund to Barrow Hanley, TAM, or any of their affiliates during that period.

Evaluation by the Board

At a meeting of the Board of Trustees of Transamerica Funds (for purposes of this section, the “Board”) held on August 5 and 6, 2020, the Board considered the termination of Barrow Hanley as sub-adviser to the Fund and the approval of the New TF Sub-Advisory Agreement for the Fund between TAM and AAM, the Fund’s proposed new sub-adviser, as well as the approval of a revised management fee schedule for the Fund.

Following their review and consideration, the Board Members determined that the terms of the New TF Sub-Advisory Agreement were reasonable and that the termination of Barrow Hanley as sub-adviser to the Fund and the approval of the New TF Sub-Advisory Agreement were in the best interests of the Fund and its Shareholders. The Board, including the Independent Board Members, authorized TAM to terminate the sub-advisory agreement with Barrow Hanley and unanimously approved the New TF 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.

In their deliberations, the Independent Board Members met privately without representatives of TAM or AAM present and were represented throughout the process by their independent legal counsel. In considering whether to approve the New TF 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. They 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.

Nature, Extent and Quality of the Services

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

The Board noted that TAM had advised the Board Members that neither the approval of the New TF 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 Fund and its Shareholders, including compliance services. Based on these and other

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considerations, the Board Members determined that AAM can provide sub-advisory services that are appropriate in scope and extent in light of the proposed investment program for the Fund and that AAM’s appointment is not expected to diminish the nature, extent and quality of services provided to the Fund.

Investment Performance

The Board considered AAM’s investment management experience, capabilities and resources. The Board reviewed the historical performance of the Fund for various trailing periods ended May 31, 2020 against the Fund’s benchmark. 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. The Board Members reviewed the historical performance of: (i) AAM Global Equity Income, an Irish domiciled open-end fund managed by AAM that uses the same dividend-focused philosophy as that proposed for the Fund; (ii) AAM Ethical Equity, a UK-domiciled open-end fund managed by AAM that employs a similar ESG dedicated strategy as that proposed for the Fund; and (iii) 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. 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, the Board Members concluded that AAM is capable of generating a level of investment performance that is appropriate in scope and extent in light of the Fund’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. The Board Members reviewed the management fee and total expense ratio of each class of the Fund, based on current assets and assuming implementation of the Fee Changes as compared to the applicable Broadridge and Morningstar peer group medians. The Board Members noted that although the management fee and for certain share classes the total expense ratio would be above the applicable Broadridge and/or Morningstar peer group medians, TAM believes the management fee and total expense ratio of each class of the Fund 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 AAM to have the Fund’s assets aggregated with the assets of Transamerica Barrow Hanley Dividend Focused VP 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. The Board Members noted that if the Fee Changes are implemented, the total expense ratio of each class of the Fund is expected to decrease. The Board Members noted that as the Fund grows in size, the revised management and new sub-advisory fee schedules have the potential to result in additional savings for shareholders.

The Board Members considered the portion of the Fund’s management fee to be retained by TAM following payment of the sub-advisory fee by TAM to AAM and noted that TAM considered the amount to be reasonable compensation for its services. 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.

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. The Board Members noted that, based on assets as of May 31, 2020, there was expected to be a decrease in the net management fees retained by TAM, but an increase in overall profitability to the Transamerica/Aegon organization due to the fact that, unlike Barrow Hanley, AAM is an affiliated sub-adviser. The Board Members also considered TAM’s view that the Fund’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 Fund was not anticipated to be excessive.

Economies of Scale

In evaluating the extent to which the Fund’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 revised management fee schedule and new sub-advisory fee schedule lower the asset levels for the last two breakpoints, which would benefit shareholders as the Fund 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 Fund to TAM, and the sub-advisory fees payable by TAM to AAM, in light of any economies of scale experienced in the future.

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Fall-Out Benefits

The Board considered other benefits expected to be derived by AAM from its relationship with the Fund. 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 AAM or the Fund, and that AAM 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.

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 TF Sub-Advisory Agreement was in the best interests of the Fund and its Shareholders and voted to approve the revised management fee schedule and the New TF Sub-Advisory Agreement.

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

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

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

TRANSAMERICA BARROW HANLEY DIVIDEND FOCUSED VP

To approve a new sub-advisory agreement with Aegon Asset Management UK plc (“AAM”) (to be voted on by Shareholders of Transamerica Barrow Hanley Dividend Focused VP).

This Proposal I is to be voted on by Shareholders of Transamerica Barrow Hanley Dividend Focused VP (for purposes of this proposal, the “Portfolio”), a series of Transamerica Series Trust (for purposes of this proposal, the “Trust”).

Background

On DecemberAt the Special Meeting, Shareholders will be asked to approve a new 4-5,sub-advisory 2019, the Board of the Trust, including all of the Trustees who are not “interested persons” of the Trust (as that term is defined in the 1940 Act)agreement (the “New TST Sub-Advisory Agreement”) between Transamerica Asset Management, Inc. (“TAM”), based on the recommendation of TAM, the Portfolio’s investment manager, determined thatand AAM, the Portfolio’s proposed new sub-adviser. AAM is an affiliate of TAM. In connection with the proposed change of sub-adviser, there would be changes to the name, principal investment strategies, management fee schedules and sub-advisory fee schedules for the Portfolio, should be liquidatedas discussed further below. TAM will continue to serve as the Portfolio’s investment manager.

Currently, Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow Hanley”) serves as the sub-adviser to the Portfolio and dissolved, subjectis a party to Holderan investment sub-advisory agreement with TAM with respect to the Portfolio (the “Current TST Sub-Advisory Agreement”). Under the Current TST Sub-Advisory Agreement, dated November 10, 2017, as amended, Barrow Hanley provides sub-advisory services to the Portfolio in a manner consistent with the terms of the Current TST Sub-advisory Agreement and the investment objective, strategies and policies of the Portfolio. The Current TST Sub-Advisory Agreement was last approved by the Trust’s Board on June 17 and 18, 2020².

A general description of the proposed New TST Sub-Advisory Agreement is included below. The terms of the New TST Sub-Advisory Agreement are substantially similar to those of the Current TST Sub-Advisory Agreement it replaces. The Trust’s Board approved the New TST Sub-Advisory Agreement at a virtual meeting held on August 5 and 6, 2020². Shareholder approval of the proposed Plan of Liquidation.New TST Sub-Advisory Agreement must also be obtained, and the Board has authorized seeking such approval. The form of Planthe New TST 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 Shareholders 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 17 and 18, 2020². TAM is directly owned by Transamerica Premier Life Insurance Company (“TPLIC”) (77%) and AUSA Holding, LLC (“AUSA”) (23%), both of Liquidationwhich are indirect, wholly owned subsidiaries of Aegon NV. TPLIC 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, 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 Shareholder approval), the appointment of AAM as a new sub-adviser to the Portfolio, replacing Barrow Hanley. TAM will oversee AAM 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 in management fees for the fiscal year ended December 31, 2019. If this Proposal I is approved, TAM, not the Portfolio, will pay AAM a sub-advisory fee out of the investment management fee it receives from the Portfolio. It is anticipated that the Portfolio’s total operating expenses will be lower.

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TAM acts as a manager of managers for the Portfolio can be found in Appendix A attached hereto. The discussionpursuant 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 Planterms of Liquidation in this Proxy Statement is a brief summary ofnew investment sub-advisory agreement, either as a replacement for an existing sub-adviser or as an additional sub-adviser. Under the principal terms of the Planexemptive order, TAM may not enter into a sub-advisory agreement with AAM, an affiliate of Liquidation. For a more complete understandingTAM, without such agreement being approved by the Shareholders of the PlanFund. This is the reason that Shareholder approval of Liquidation, please read Appendix A.this Proposal I is being sought.

SubjectThe appointment of AAM is not expected to result in any material changes in the nature or the level of investment management services provided to the approvalPortfolio 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 Proposal Ithe 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.

No officer or Board Member of the Trust is a director, officer or employee of AAM. No officer or Board Member of the Trust, through the ownership of securities or otherwise, has any other material direct or indirect interest in AAM or any other person controlling, controlled by or under common control with AAM. 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 AAM or any of its affiliates was or is to be a party.

In connection with the proposed appointment of AAM as sub-adviser, there would be changes to the Portfolio’s principal investment strategies and principal risks. AAM would implement an active strategy 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. In pursuing the Portfolio’s investment objective, AAM would look to buy stocks and hold them over multi-year periods in an effort to benefit from the compounding effects of increasing dividends. In addition, the sub-adviser will seek to invest in stocks it views as having positive sustainability credentials. 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. Following the changes in sub-adviser and principal investment strategies, the Portfolio would be subject to the following additional principal risks: Sustainability Investing risk, Derivatives risk, Leveraging risk and Investments by Affiliated Funds and Unaffiliated Funds risk.

AAM has asset management capabilities in sustainable investing, as well as large value, dividend-focused investing, and a depth 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.

Based on AAM’s experience in both dividend and sustainability investing, among other things, TAM recommended to the Board that AAM be appointed as the Portfolio’s new sub-adviser and the Board has approved AAM’s appointment, subject to Shareholder approval.

The proposed changes are anticipated to become effective on or about December 1, 2020. At that time, TAM will 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.

General Comparison of Sub-Advisory Agreements

Set forth below is a general description of certain terms of the New TST Sub-Advisory Agreement and a comparison with the terms of the Current Sub-Advisory Agreement. A copy of the form of New TST 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 TST Sub-Advisory Agreement.

Investment Management Services. Under the terms of the New TST Sub-Advisory Agreement, subject to the supervision of the Trust’s Board and TAM, AAM 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,

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AAM will make all determinations with respect to the purchase and sale of portfolio securities and takes such action necessary to implement the same. AAM shall render regular reports as to the Trust’s Board of Trustees and TAM concerning the investment activities of the Portfolio. The Current TST Sub-Advisory Agreement addresses the services to be provided in a similar manner.

The New TST Sub-Advisory Agreement provides that AAM 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, or to any other Portfolio or account over which AAM or its affiliates exercise investment discretion. The New TST Sub-advisory Agreement also provides that, subject to such policies and procedures as may be adopted by the HoldersBoard and officers of the Portfolio, AAM 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 AAM 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’s overall responsibilities with respect to the Portfolio and to other portfolios and clients for which AAM exercises investment discretion. The Trust’s Board may adopt policies and procedures that modify and restrict AAM’s authority regarding the execution of the Portfolio’s portfolio transactions. The Current TST Sub-Advisory Agreement contains similar provisions.

The New TST Sub-advisory Agreement states that in connection with the placement of orders for the execution of portfolio transactions of the Portfolio, AAM 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 AAM for the periods and in the places required by applicable recordkeeping rules under the 1940 Act. The Current TST Sub-advisory Agreement contained similar provisions.

The New TST 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 TST 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 TST Sub-Advisory Agreement also contains these provisions.

The New TST 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 TST Sub-Advisory Agreement also contains these provisions.

The New TST Sub-advisory Agreement requires that AAM, 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 AAM relating to the services provided pursuant to the New TST 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 Sub-advisory Agreement also contains such provisions.

Sub-Advisory Fees. Under both the Current TST Sub-advisory Agreement and the New TST 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 Hanley during the Portfolio’s most recent fiscal year ended December 31, 2019 were $1,459,251.

Under the New TST Sub-Advisory Agreement, if approved, TAM (not the Portfolio) will pay AAM 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% of the first $200 million

0.15% over $200 million up to $500 million

0.13% in excess of $500 million

The average daily net assets for purposes of calculating the sub-advisory fees will be determined on a combined basis with Transamerica Dividend Focused.

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Under the Current TST Sub-Advisory Agreement, TAM (not the Fund) pays Barrow Hanley sub-advisory fees, according to the following schedule, for its services with respect to the Fund’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 million

Payment of Expenses. The New TST 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 TST 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 TST Sub-Advisory Agreement.

Conflicts of Interest. The New TST 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 TST 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 TST 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 TST Sub-advisory Agreement contains similar provisions.

Limitation on Liability. Under the New TST 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 TST Sub-Advisory Agreement. The Current TST Sub-advisory Agreement also contains these provisions.

Term and Continuance. If approved by Shareholders of the Portfolio, the New TST Sub-Advisory Agreement for the Portfolio will be eliminatedcontinue in effect, unless sooner terminated as an allocation option under each variable annuity contractset forth therein, for two years from its effective date, and variable life insurance policy afterwill continue in effect from year to year thereafter, if continuance is specifically approved at least annually by (i) the liquidation is effected,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 itsby (ii) either the Board or the affirmative vote of a majority of the outstanding sharesvoting securities of the Portfolio. Notwithstanding the foregoing, the New TST Sub-Advisory Agreement will be cancelled.considered by the Board on the same calendar as the investment management agreement with TAM.

HoldersTermination. The New TST 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, without the payment of any penalty; (iii) may be terminated by AAM 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 AAM and shall not be assignable by TAM without the consent of AAM. The Current TST Sub-advisory Agreement contains similar provisions.

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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:

Currently, the Portfolio pays TAM a management fee of 0.78% the first $200 million; 0.68% over $200 million up to $500 million; 0.63% over $500 million up to $1.5 billion; 0.59% over $1.5 billion up to $2.5 billion; and 0.58% in excess of $2.5 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 September 30, 2020, the net assets of the Portfolio who have not otherwise given transfer instructions priorwere $[ ] billion.

TAM has contractually agreed through May 1, 2021 to waive fees and/or reimburse Portfolio expenses to the Liquidation Date will have their interestsextent that the total operating expenses exceed 0.85% for Initial Class shares and 1.10% 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 Portfolio transferred to the corresponding share class of Transamerica BlackRock Government Money Market VP (the “Government Money Market Portfolio”), upon receiptordinary course of the liquidating distributionPortfolio’s business. TAM is permitted to recapture amounts waived and/or reimbursed to a class during any of the 36 months from the Portfolio, as discussed below. The Government Money Market Portfolio, a seriesdate 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 Trust,portfolio, the class’s total annual operating expenses (after the reimbursement is managedtaken into account) to exceed the applicable expense cap described above or any other lower limit then in effect.

The following chart compares the actual management fees paid by TAM andsub-advised by BlackRock Investment Management, LLC.

Reasons for the Proposed Liquidation

TAM believes the Portfolio issub-scale with poor prospects for growth. TAM does not believe there is a current opportunity to significantly distribute the Portfolio to TAM (with and without regard to waivers/expense reimbursements) for the fiscal year ended December 31, 2019 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 investors. For these reasons,management fee schedule, and also shows the percentage difference between the actual and hypothetical values.

SUB-ADVISORY FEES

Under the Current TST Sub-advisory Agreement, TAM recommended and(not the Board approved the liquidationPortfolio) has agreed to pay Barrow Hanley 0.30% of the Portfolio.first $200 million, 0.20% over $200 million up to $500 million, and 0.15% in excess of $500 million with respect to the Portfolio’s average daily net assets on an annual basis.

At its meeting on DecemberUnder the New TST 4-5,Sub-advisory 2019,Agreement, TAM (not the Board considered a number of factors, including the amountPortfolio) will pay AAM 0.20% of the first $200 million, 0.15% over $200 million up to $500 million, and 0.13% in excess of $500 million with respect to the Portfolio’s average daily net assets information fromon an annual basis.

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The following chart compares the actual sub-advisory fees paid by TAM regardingto Barrow Hanley (net of fees reimbursed) for the outlookfiscal year ended December 31, 2019 to a hypothetical example of sub-advisory fees that would have been paid by TAM to AAM for the same period under the New TST Sub-advisory Agreement, and also shows the percentage difference between the actual and hypothetical values.

Amounts paid to TAM and to affiliates of TAM during the fiscal year ended December 31, 2019 by the Portfolio and the terms and conditionsservices for which the amounts were paid, if any, are listed below. There were no other material payments by the Portfolio to Barrow Hanley, TAM, or any of their affiliates during that period.

Evaluation by the Board

At a meeting of the PlanBoard of Liquidation. TheTrustees of TST (for purposes of this section, the “Board”) held on August 5 and 6, 2020, the Board considered alternativesthe termination of Barrow Hanley as sub-adviser to liquidating the Portfolio including whether a merger with or transferand the approval of assets to another mutual fund would be possible, and if it would produce desirable resultsthe New TST Sub-Advisory Agreement for the Portfolio between TAM and AAM, the Portfolio’s Holders. The Board also considered representations from TAM that (i) TAM would bear all of the expenses incurred in connection with carrying out the Plan of Liquidation; (ii) if, by the Liquidation Date, Holders have not provided transfer instructions, upon the liquidation of the Portfolio, a Holder’s liquidation proceeds related to their interest in the Portfolio would be transferred to the corresponding share class of the Government Money Market Portfolio; and (iii) the proposed liquidation,new sub-adviser, as well as contract value transfers in anticipationthe approval of or subsequent toa revised management fee schedule for the proposed liquidation, would not ordinarily create federal income tax liability for Holders. ThePortfolio.

Following their review and consideration, the Board also notedMembers determined that Holders would have the right to subsequently transfer their interests in the Government Money Market Portfolio to any of the other allocation options available under their respective variable annuity contracts or variable life insurance policies in accordance with the terms of their respective contracts or policies free of any applicable transfer restrictions, transfer chargesthe New TST Sub-Advisory Agreement were reasonable and without such transfer counting as one of a limited number of transfers permitted during any period free of charge for a period of sixty (60) days following the liquidation. After considering and discussing these factors, the Board determined that the proposed liquidation would betermination of Barrow Hanley as sub-adviser to the Portfolio and the approval of the New TST Sub-Advisory Agreement were in the best interests of the Portfolio’s Holders.Portfolio and its investors. The Board Members, including the Independent Board Members, authorized TAM to terminate the sub-advisory agreement with Barrow Hanley and unanimously approved the New TST 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.

Although Holder approval is notPrior to reaching their decision, the Board Members requested and received from TAM and AAM certain information. They then reviewed such information as they deemed reasonably necessary to liquidateevaluate the proposed New TST Sub-Advisory Agreement, including information they had previously received from TAM as part of their regular oversight of the Portfolio, and knowledge they gained over time through meeting with TAM. 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 AAM present and were represented throughout the process by their independent legal counsel. In considering whether to approve the New TST 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. They 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.

Nature, Extent and Quality of the Services

In evaluating the nature, extent and quality of the services to be provided by AAM under the Portfolio’s organizational documents, TAM requested thatNew TST Sub-Advisory Agreement, the Board solicit HolderMembers considered information provided by TAM and AAM regarding the operations, facilities, organization and personnel of AAM, the anticipated ability of AAM to perform its duties under the New TST Sub-Advisory Agreement and the

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proposed changes to the Portfolio’s principal investment strategies. The Board Members further considered that: (i) AAM is an experienced asset management firm; (ii) TAM is recommending that AAM be appointed as sub-adviser to the Portfolio; and (iii) TAM believes that AAM has the capabilities, resources and personnel necessary to provide sub-advisory services to the Portfolio based on TAM’s assessment of AAM’s organization and investment personnel. The Board Members also considered AAM’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 PlanNew TST Sub-Advisory Agreement nor the approval of Liquidationthe revised management fee schedule was expected to result in order to meet regulatory requirements applicableany diminution in the nature, extent and quality of the services provided to the transferPortfolio and its investors, including compliance services. Based on these and other considerations, the Board Members determined that AAM 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’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’s investment management experience, capabilities and resources. The Board Members reviewed the historical performance of the Portfolio for various trailing periods ended May 31, 2020 against the Portfolio’s benchmark. 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 reviewed the historical performance of: (i) AAM Global Equity Income, an Irish domiciled open-end fund managed by AAM that uses the same dividend-focused philosophy as that proposed for the Portfolio; (ii) AAM Ethical Equity, a UK-domiciled open-end fund managed by AAM that employs a similar ESG dedicated strategy as that proposed for the Portfolio; and (iii) 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. 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, the Board Members concluded that AAM 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 Fee 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 reviewed the management fee and total expense ratio of each class of the Portfolio, based on current assets and assuming implementation of the Fee Changes, as compared to the applicable Broadridge 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/or 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 AAM to have the Portfolio’s assets aggregated with the assets of Transamerica Dividend Focused 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. The Board Members noted that as the Portfolio grows in size, the revised management and new sub-advisory fee schedules have 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 AAM and noted that TAM considered the amount to be reasonable compensation for its services. 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.

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. The Board Members noted that, based on assets as of May 31, 2020, there was expected to be a decrease in the net management fees retained by TAM, but an increase in overall profitability to the Transamerica/Aegon organization due to the fact that, unlike Barrow Hanley, AAM 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 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, in light of any economies of scale experienced in the future.

Fall-Out Benefits

The Board considered other benefits expected to be derived by AAM 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 AAM or the Portfolio, and that AAM 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 New TST Sub-Advisory Agreement were in the best interests of the Portfolio and its investors and voted to approve the revised management fee schedule and the New TST Sub-Advisory Agreement.

In the event that Shareholders do not approve this Proposal I, the Board will determine the appropriate course of action with respect to the Government Money Marketmanagement of the Portfolio.

Accordingly, after considerationYour Board recommends that you vote “FOR” the approval of the above recommendation and suchNew TST 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 factors and information it considered relevant, the Board unanimously approved the liquidation and dissolutionthan 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 Portfolio subject to the approval by the Portfolio’s Holders of the Plan of Liquidation.

The Rationale for Recommending the Government Money Market Portfolio

While TAM considered other funds as substitutes for the Portfolio, it determined that the Government Money Market Portfolio wouldShareholder Meeting, any such matter will be an appropriate vehicle into which to transfer the contract value of Holders who do not exercise their transfer rights prior to the liquidation.

The following chart compares the annual fund operating expenses of the Portfolio and the Government Money Market Portfolio for theone-year period ended December 31, 2019. [TO BE UPDATED]

Certain other information about the Government Money Market Portfolio is available in Appendix D.

Plan of Liquidation

If the Plan of Liquidation is approved by the Holders of the Portfolio, the Portfolio will, by the Liquidation Date,voted in accordance with the Planjudgment of Liquidation: (1) sellthe persons named in the accompanying proxy card.

ADDITIONAL INFORMATION

Information about the Sub-Adviser

AAM, located at 3 Lochside Crescent, Edinburg EH12 9SA, has been a registered investment adviser since 2017. AAM, 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. As of June 30, 2020, AAM had approximately $44.7 billion in total assets under management.

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

Management and Governance. Listed below are the names, positions and principal occupations of the directors and principal executive officers of AAM as of September 30, 2020. The principal address of each individual as it relates to his or her duties at AAM is the same as that of AAM unless otherwise convert to cashnoted.

Management Activities. AAM does not act as an adviser or cash equivalents its portfolio securities and other assets; (2) paysub-adviser for any liabilities and any necessary dividendsregistered investment companies, or series of a registered investment company, with respectinvestment objectives similar to the Portfolio’s current and prior taxable years; (3) make a liquidating distribution equal toFund.

Brokerage Information

There were no brokerage commissions incurred on security transactions placed with affiliates of TAM or AAM for the Holders’ interest in the remaining assets of the Portfolio without the deduction of any feesfiscal year ended October 31, 2019 for TF Dividend Focused or the imposition of any charges; and (4) wind up its operations and dissolve its existence.December 31, 2019 for TST Dividend Focused VP.

If the proposed Plan of Liquidation is approved by Holders, the Plan of Liquidation is expected to take effect on or about April 30, 2020. As soon as practicable thereafter, the Portfolio would be liquidated pursuant to the Plan of Liquidation (the “Liquidation Date”). To facilitate the liquidation, the Portfolio will be closed to all investments as of the close of business on or about February 14, 2020.

In addition, if the proposed Plan of Liquidation is approved by the Holders of the Portfolio, following Holder approval and during the period prior to the Liquidation Date, the Portfolio may not operate in accordance with its stated investment objective, policies, restrictions and strategies. If the Plan of Liquidation is not approved by the Holders of the Portfolio, the Board will consider what other action should be taken with respect to the Portfolio, including continuing the normal operations of the Portfolio.21

Shareholder Approval

To become effective with respect to the Portfolio,applicable Fund, the Plan of LiquidationNew TF Sub-Advisory Agreement and New TST Sub-Advisory Agreement must be approved by a vote of a majority of the outstanding voting securities of the Portfolio.that Fund. 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 PortfolioFund that are present at the meetingMeeting or represented by proxy if Holdersholders of shares representing more than 50% of the voting power of the outstanding voting securities of the PortfolioFund are present or represented by proxy or (b) more than 50% of the voting power of the outstanding voting securities of the Portfolio.Fund. The Plan of Liquidation wasNew TF Sub-Advisory Agreement and New TST Sub-Advisory Agreement were each approved by the independent Board Members, separately, and by the Board of the Portfolio,each Fund, as a whole, after consideration of all factors which itwere determined to be relevant to itstheir deliberations, including those discussed above.

TheYour Board unanimously recommends that the Holders of the Portfolio voteyou for “FOR” the approval of the Plan of Liquidation, and based on that recommendation, Holders are encouraged to vote “FOR” the approval of the Plan of Liquidation.

PROPOSAL II — APPROVAL OF PLAN OF LIQUIDATION FOR

TRANSAMERICA BLACKROCK GLOBAL ALLOCATION MANAGED RISK – GROWTH VP

This Proposal II is to be voted on by Holders of Transamerica BlackRock Global Allocation Managed Risk – Growth VP (for purposes of this proposal, the “Portfolio”).

Background

On DecemberNew TF 4-5,Sub-Advisory 2019, the Board of the Trust, including all of the Trustees who are not “interested persons” of the Trust (as that term is defined in the 1940 Act), based on the recommendation of TAM, the Portfolio’s investment manager, determined that the Portfolio should be liquidated and dissolved, subject to Holder approval of the proposed Plan of Liquidation. The form of Plan of Liquidation for the Portfolio can be found in Appendix B attached hereto. The discussion of the Plan of Liquidation in this Proxy Statement is a brief summary of the principal terms of the Plan of Liquidation. For a more complete understanding of the Plan of Liquidation, please read Appendix B.

Subject to the approval of Proposal II by the Holders of the Portfolio, the Portfolio will be eliminated as an allocation option under each variable annuity contract and variable life insurance policy after the liquidation is effected, and its outstanding shares will be cancelled.

Holders of the Portfolio who have not otherwise given transfer instructions prior to the Liquidation Date will have their interests in the Portfolio transferred to the corresponding share class of Transamerica BlackRock Government Money Market VP (the “Government Money Market Portfolio”), upon receipt of the liquidating distribution from the Portfolio, as discussed below. The Government Money Market Portfolio, a series of the Trust, is managed by TAM andsub-advised by BlackRock Investment Management, LLC.

Reasons for the Proposed Liquidation

TAM believes the Portfolio issub-scale with poor prospects for growth. TAM does not believe there is a current opportunity to significantly distribute the Portfolio to new investors. For these reasons, TAM recommended and the Board approved the liquidation of the Portfolio.

At its meeting on December4-5, 2019, the Board considered a number of factors, including the amount of the Portfolio’s net assets, information from TAM regarding the outlook for the Portfolio, and the terms and conditions of the Plan of Liquidation. The Board considered alternatives to liquidating the Portfolio, including whether a merger with or transfer of assets to another mutual fund would be possible, and if it would produce desirable results for the Portfolio’s Holders. The Board also considered representations from TAM that (i) TAM would bear all of the expenses incurred in connection with carrying out the Plan of Liquidation; (ii) if, by the Liquidation Date, Holders have not provided transfer instructions, upon the liquidation of the Portfolio, a Holder’s liquidation proceeds related to their interest in the Portfolio would be transferred to the corresponding share class of the Government Money Market Portfolio; and (iii) the proposed liquidation, as well as contract value transfers in anticipation of or subsequent to the proposed liquidation, would not ordinarily create federal income tax liability for Holders. The Board also noted that Holders would have the right to subsequently transfer their interests in the Government Money Market Portfolio to any of the other allocation options available under their respective variable annuity contracts or variable life insurance policies in accordance with the terms of their respective contracts or policies free of any applicable transfer restrictions, transfer charges and without such transfer counting as one of a limited number of transfers permitted during any period free of charge for a period of sixty (60) days following the liquidation. After considering and discussing these factors, the Board determined that the proposed liquidation would be in the best interests of the Portfolio’s Holders.

Although Holder approval is not necessary to liquidate the Portfolio under the Portfolio’s organizational documents, TAM requested that the Board solicit Holder approval of the Plan of Liquidation in order to meet regulatory requirements applicable to the transfer of the interests of the Portfolio to the Government Money Market Portfolio.

Accordingly, after consideration of the above recommendation and such other factors and information it considered relevant, the Board unanimously approved the liquidation and dissolution of the Portfolio subject to the approval by the Portfolio’s Holders of the Plan of Liquidation.

The Rationale for Recommending the Government Money Market Portfolio

While TAM considered other funds as substitutes for the Portfolio, it determined that the Government Money Market Portfolio would be an appropriate vehicle into which to transfer the contract value of Holders who do not exercise their transfer rights prior to the liquidation.

The following chart compares the annual fund operating expenses of the Portfolio and the Government Money Market Portfolio for theone-year period ended December 31, 2019. [TO BE UPDATED]

Certain other information about the Government Money Market Portfolio is available in Appendix D.

Plan of Liquidation

If the Plan of Liquidation is approved by the Holders of the Portfolio, the Portfolio will, by the Liquidation Date, in accordance with the Plan of Liquidation: (1) sell or otherwise convert to cash or cash equivalents its portfolio securities and other assets; (2) pay any liabilities and any necessary dividends with respect to the Portfolio’s current and prior taxable years; (3) make a liquidating distribution equal to the Holders’ interest in the remaining assets of the Portfolio without the deduction of any feesAgreement or the imposition of any charges; and (4) wind up its operations and dissolve its existence.

If the proposed Plan of Liquidation is approved by Holders, the Plan of Liquidation is expected to take effect on or about April 30, 2020. As soonNew TST Sub-Advisory Agreement, as practicable thereafter, the Portfolio would be liquidated pursuant to the Plan of Liquidation (the “Liquidation Date”). To facilitate the liquidation, the Portfolio will be closed to all investments as of the close of business on or about February 14, 2020.

In addition, if the proposed Plan of Liquidation is approved by the Holders of the Portfolio, following Holder approval and during the period prior to the Liquidation Date, the Portfolio may not operate in accordance with its stated investment objective, policies, restrictions and strategies. If the Plan of Liquidation is not approved by the Holders of the Portfolio, the Board will consider what other action should be taken with respect to the Portfolio, including continuing the normal operations of the Portfolio.

Holder Approval

To become effective with respect to the Portfolio, the Plan of Liquidation must be approved by a vote of a majority of the outstanding voting securities of the 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 Portfolio 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 Portfolio are present or represented by proxy or (b) more than 50% of the voting power of the outstanding voting securities of the Portfolio. The Plan of Liquidation was approved by the independent Board Members, separately, and by the Board of the Portfolio, as a whole, after consideration of all factors which it determined to be relevant to its deliberations, including those discussed above.

The Board unanimously recommends that the Holders of the Portfolio vote “FOR” the approval of the Plan of Liquidation, and based on that recommendation, Holders are encouraged to vote “FOR” the approval of the Plan of Liquidation.applicable.

OTHER BUSINESS

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

ADDITIONAL INFORMATION RELATING TO THE PROPOSALS

Transfer Rights

Holders will have the opportunity to submit transfer instructions in order to transfer their contract values currently allocated to a Portfolio to other allocation options available under their variable contracts prior to the Liquidation Date. For Holders who have provided transfer instructions prior to the Liquidation Date, their interest in the Portfolio will be transferred to the allocation option(s) selected in accordance with the transfer instructions. On the Liquidation Date, those Holders who have not exercised their transfer rights prior to the Liquidation Date will have their liquidation proceeds related to their interests in the Portfolio transferred to the corresponding class of the Government Money Market Portfolio.

The proposed liquidation of a Portfolio will not in any way affect the rights of Holders or the obligations of the Insurance Companies under the variable contracts. As of the date of this Proxy Statement, Holders may at any time transfer their interest in a Portfolio to any of the other allocation options available under their respective variable annuity contracts or variable life insurance policies in accordance with the terms of their respective contracts or policies free of any applicable transfer restriction, transfer charges and without such transfer counting as one of a limited number of transfers permitted during any period free of charge. Likewise, for sixty (60) days following the liquidation of a Portfolio, Holders who had their liquidation proceeds related to their interest in the Portfolio transferred to the Government Money Market Portfolio may transfer their interest in the Government Money Market Portfolio to any of the other allocation options available under their respective variable annuity contracts or variable life insurance policies in accordance with the terms of their respective contracts or policies free of any applicable transfer restriction, transfer charges and without such transfer counting as one of a limited number of transfers permitted during any period free of charge.

Shortly after the proposed liquidation, each Holder who had their liquidation proceeds related to their interest in a Portfolio transferred to the Government Money Market Portfolio will receive a notice (accompanied by a transfer request form and a postagepre-paid return envelope) explaining that their interests have been transferred and requesting that they submit a transfer request in the event that they do not want to remain invested in the Government Money Market Portfolio.

Holders will not incur any transfer fees or other charges under the Plans of Liquidation. TAM will pay the expenses of carrying out the Plans of Liquidation, including, without limitation: (1) expenses associated with the preparation and filing of a proxy statement relating to the liquidations, (2) fees and disbursements of legal counsel and other professionals, (3) brokerage commissions and other direct expenses of liquidating portfolio investments, and (4) postage, printing and proxy solicitation costs (including the fees and expenses of Computershare).

Certain U.S. Federal Income Tax Consequences

The liquidation and subsequent transfer of interests currently allocated to a Portfolio to the Government Money Market Portfolio will not ordinarily create any tax liability for Holders, and Holders will not ordinarily incur any tax liability upon exercising their transfer rights to transfer the value of their interest in the Portfolio to another allocation option available under their respective variable annuity contracts or variable life insurance policies.

The foregoing is only a summary of certain U.S. federal income tax consequences of the liquidation of the Portfolios and should not be considered tax advice. There can be no assurance that the Internal Revenue Service will concur with all or any of the guidance discussed above. You should consult with your own tax advisers regarding the federal, state, and local tax consequences with respect to the foregoing matters and any other considerations that may apply in your particular circumstances.

Investment Manager

TAM, located at 1801 California Street, Suite 5200, Denver, CO 80202, serves as the investment manager to the Transamerica family of funds, including each Portfolio. TAM provides continuous and regular investment management services to the Portfolios. For each of the Portfolios, TAM currently acts as a “manager of managers” and hires investmentsub-advisers to furnish investment advice and recommendations and has entered into asub-advisory agreement with each Portfolio’ssub-adviser. In acting as a manager of managers, TAM provides investment management services that include, without limitation, selection, proactive oversight and monitoring ofsub-advisers, daily monitoring of thesub-advisers’ buying and selling of securities for the Portfolios and regular review and evaluation ofsub-adviser performance and adherence to investment style and process. TAM’s management services include, among other things, the provision of supervisory, compliance and administrative services to the Portfolios. More information on the investment management services rendered by TAM is included in the Portfolios’ Statement of Additional Information.

TAM has been a registered investment adviser since 1996. As of December 31, 2019, TAM has approximately $80.5 billion in total assets under management.

TAM is directly owned by Transamerica Premier Life Insurance Company (“TPLIC”) (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of Aegon NV. TPLIC is owned by Commonwealth General Corporation (“Commonwealth”). Commonwealth and AUSA are wholly owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is wholly by The Aegon Trust, which is wholly owned by Aegon International B.V., which is wholly owned by Aegon NV, a Netherlands corporation, and a publicly traded international insurance group.

Legal Proceedings

On August 27, 2018, TAM, Aegon USA Investment Management, LLC (“AUIM”) and Transamerica Capital, Inc. (“TCI”) reached a settlement with the Securities and Exchange Commission (the “SEC”) that resolved an investigation into asset allocation models and volatility overlays utilized by AUIM when it served assub-adviser to certain Transamerica-sponsored mutual funds, and related disclosures. TAM and TCI serve as investment manager and principal underwriter, respectively, to Transamerica-sponsored mutual funds. TCI also serves as the principal underwriter to the variable life insurance and annuity products through which certain Transamerica-sponsored mutual funds are offered. AUIM, an affiliate of TAM and TCI, serves assub-adviser to a number of Transamerica-sponsored mutual funds.

The SEC’s order instituting administrative andcease-and-desist proceedings (the “Order”) pertains to events that occurred during the period between July 2011 and June 2015, and, among other things, the operation and/or implementation of an asset allocation model utilized by AUIM when it served assub-adviser to certain Transamerica tactical funds and asset allocation funds, the designation of the portfolio manager for certain of these funds as well as the operation and/or implementation of volatility overlays utilized by AUIM when it served assub-adviser to the asset allocation funds. The Order also states that the parties failed to make appropriate disclosures regarding these matters, including in marketing materials, and failed to have adequate compliance policies and procedures. AUIM ceased to serve assub-adviser to the Transamerica tactical funds on April 30, 2015 and to the Transamerica asset allocation funds on June 30, 2015.

Under the terms of the Order, AUIM, TAM and TCI were censured, and agreed, without admitting or denying the findings in the Order, to cease and desist from committing or causing any violations of certain statutory provisions and SEC rules. AUIM agreed to pay civil penalties of $21,000,000, $24,599,896 in disgorgement and $3,682,195 in prejudgment interest. TAM agreed to pay civil penalties of $10,500,000, $15,000,000 in disgorgement and $2,235,765 in prejudgment interest. TCI agreed to pay civil penalties of $4,000,000, $12,000,000 in disgorgement and $1,826,022 in prejudgment interest. The amounts paid in disgorgement, prejudgment interest and civil penalties have been deposited into a Fair Fund for distribution to affected investors. Affected investors are those who purchased or held the relevant mutual funds, variable life insurance and annuity investment portfolios and separately managed account strategies during the period between July 2011 and June 2015. The Order states that these investors are to receive from the Fair Fund the pro rata fees and commissions paid by them during that period, subject to any de minimis threshold. The settlement does not impose any restrictions on the business or continued ability of AUIM, TAM or TCI to serve the portfolios. The foregoing is only a brief summary of the Order. A copy of the Order is available on the SEC’s website at https://www.sec.gov.The portfolios are affected by many factors and risks: for example, the risk that thesub-advisers’ judgments and investment decisions, and methods, tools, resources, information, models and analyses utilized in making investment decisions, are incorrect or flawed, do not produce the desired results, and cause the portfolios to lose value. See “Principal Risks” in the Portfolios’ prospectus.

Sub-Advisers

Goldman Sachs Asset Management, L.P. (“Goldman Sachs”), located at 200 West Street, New York, NY 10282, serves assub-adviser to Transamerica Multi-Manager Alternative Strategies VP. Goldman Sachs, an affiliate of Goldman Sachs & Co. LLC, has been a registered investment adviser since 1990. As of December 31, 2019, Goldman Sachs Asset Management, L.P. has approximately $1.698 trillion in total assets under supervision.

Milliman Financial Risk Management LLC (“Milliman”), located at 71 S. Wacker Drive, 31^st Floor, Chicago, IL 60606, serves assub-adviser to Transamerica BlackRock Global Allocation Managed Risk – Growth VP. Milliman is a wholly owned subsidiary of Milliman, Inc. and has been a registered investment adviser since 2011. As of December 31, 2019, the Milliman Managed Risk Strategy is included in a range of investment options totaling approximately $54.8 billion in portfolio value.

Transfer Agent and DistributorPrincipal Underwriter

Transamerica Fund Services, Inc. (“TFS”) is, the transfer agent of each of the Portfolios andFunds, 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 PortfoliosFunds is Transamerica Capital, Inc. (“TCI”), located at 1801 California Street, Suite 5200, Denver, CO 80202. TAM, TFS and TCI are affiliates ofall affiliated due to their common ultimate ownership by Aegon, NV.N.V.

Custodian

State Street, Bank & Trust (“State Street”), located at One Lincoln Street, Boston, MA 02111, serves as the Portfolios’each Fund’s custodian.

Annual and Semi-Annual Reports

HoldersShareholders of each PortfolioTF Dividend Focused can find important information about the PortfolioFund in the Trust’sFund’s annual report dated October 31, 2019 and its semi-annual report dated April 30, 2020 which have been previously mailed to Shareholders. Shareholders of TST Dividend Focused VP can find important information about the Fund in the Fund’s annual report dated December 31, 20182019 and its semi-annual report dated June 30, 2019,2020, which have been previously mailed to Holders.Shareholders. You may obtain copies of these reports without charge by writing to the PortfoliosFunds at the address shown below or by calling the PortfoliosFunds at (888) 1-800-851-9777233-4339. or by visiting the Trust’s website at www.transamericaseriestrust.com.

HolderShareholder inquiries and transaction requests should be mailed to:

Transamerica Series TrustFund Services Inc.

1801 California Street, Suite 5200P.O. Box 219945

Denver, CO 80202Kansas City, MO 64121-9945

Proxy Solicitation

The solicitation of proxies will be principally conducted by the mailing of this Joint Proxy Statement beginning on or about February 14,October [    ], 2020, but proxies may also be solicited by telephone and/or in person[online] by representatives of the Portfolios,Funds, regular employees of TAM or its affiliate(s), or Computershare,AST Fund Solutions, a private proxy services firm. It is anticipated that the estimated cost ofsolicitation costs, including retaining Computershare isAST Fund Solutions, will be approximately $33,000.$80,000 to $100,000. If we have not received your vote as the date of theeach 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.

The cost of the Special Meeting,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.TAM and AAM and not the Funds.

Principal Shareholders

As of September 30, 2020, the outstanding shares of each Fund were as follows:

22

TF Dividend Focused

TST Dividend Focused VP

To the knowledge of the Trust,Trusts, as of September 30, 2020, the Record Date, the TrusteesBoard Members and officers of theeach Trust, did not ownindividually and as a group, owned beneficially less than 1% or more of the outstanding shares of either Portfolio.the Funds.

As of the Record Date,September 30, 2020, the persons listed inAppendix CB owned of record the amount of shares of each Portfoliothe Funds indicated inAppendix C B.

HolderShareholders Communications to the BoardBoards

HoldersShareholders may mail written communications to the Portfolio’sa Fund’s Board, addressed to the care of the Secretary of the Portfolio,Fund, at the Trust’sFunds’ address. Each HolderShareholder communication must (i) be in writing and be signed by the Holder,Shareholder, and (ii) identify the full name of the Portfolio.Fund. The Secretary is responsible for collecting, reviewing and organizing all properly submitted HolderShareholder communications. Except as provided below, with respect to each properly submitted HolderShareholder 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 HolderShareholder communication should not be provided to the Board because the communication, among other things:things, (i) does not reasonably relate to the PortfolioFund or its operations, management, activities, policies, service providers, Board, officers, shareholdersShareholders or other matters relating to an investment in the Portfolio,a Fund, or (ii) is ministerial in nature (such as a request for PortfolioFund literature, share data or financial information).

HoldersShareholders Sharing the Same Address

As permitted by law, each PortfolioFund will deliver only one copy of this Joint Proxy Statement to HoldersShareholders residing at the same address, unless such HoldersShareholders have notified the PortfolioFund of their desire to receive multiple copies of the shareholderShareholder reports and proxy statements the PortfolioFund sends. If you would like to receive an additional copy, please contact your PortfolioFund by writing to the address shown on the front page of this Joint Proxy Statement or by calling the PortfoliosFunds at (888) 1-800-851-9777.233-4339 or (800) 851-9777. The PortfolioFund will then promptly deliver, upon request, a separate copy of this Joint Proxy Statement to any HolderShareholder residing at an address to which only one copy was mailed. HoldersShareholders wishing to receive separate copies of each Portfolio’s shareholderFund’s Shareholder reports and proxy statements in the future, and HoldersShareholders sharing an address that wish to receive a single copy if they are receiving multiple copies, should also send a request as indicated.

Shareholder Proposals

The PortfoliosFunds are not required to and do not intend to hold regular annual meetings of shareholders.Shareholders. Shareholders 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, Secretary, 1801 California Street, Suite 5200, Denver, ColoradoCO 80202.

Proposals relating to the PortfoliosFunds must be received a reasonable time prior to the date of a meeting of shareholders of the applicable Portfolioa Fund 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.

23

Fiscal Year

The fiscal year end of each PortfolioTF Dividend Focused is October 31. The fiscal year end of TST Dividend Focused 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 Meeting.Meetings. However, if other matters are properly presented to thea 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 Portfolio.Fund.

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

Adjournment

Failure of a quorum to be present at thea Special Meeting will necessitate adjournment. The persons named in the enclosed proxy may also move for an adjournment of thea 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 theeach Trust’s Declaration of Trust, Charter andBy-Laws, including to allow for the further solicitation of proxies. Under the Trust’seach Fund’s By-Laws, in the absence of a quorum, thea 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, thea 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 SpecialShareholder Meeting prior to adjournment.

Information about the PortfoliosFunds

Each Portfolioof the Funds 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 PortfoliosFunds and may be obtained upon payment of a duplication fee or by electronic request at the followinge-mail address, publicinfo@sec.gov. Reports and other information about the PortfoliosFunds are also available on the SEC’s Internet site at http://www.sec.gov.www.sec.gov. To obtain a copy of this Joint Proxy Statement or other information about the Portfolios,Funds, without charge, or to request other information or make other inquiries about the Portfolios,Funds, call1-888-233-4339 or 1-800-851-9777 or write to the Trust,Trusts, 1801 California Street, Suite 5200, Denver, CO 80202, or visit the Trust’s website at www.transamericaseriestrust.com.www.transamerica.com for TF Dividend Focused, and www.transamericaseriestrust.com for TST Dividend Focused VP.

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.

February 11,[                    ], 2020

24

Appendix A

APPENDIX AFORM OF INVESTMENT SUBADVISORY AGREEMENT

TRANSAMERICA SERIES TRUST

Transamerica Multi-Manager Alternative Strategies VP

FORM OF

PLAN OF LIQUIDATION AND DISSOLUTIONAegon Asset Management UK plc (formerly, Kames Capital plc)

This Plan of Liquidation and Dissolution (the “Plan”), dated and effectiveAgreement, entered into as of March 23,December 1, 2020 (the “Effective Date”)by and between Transamerica Asset Management, Inc., a Florida corporation (referred to herein as “TAM”) and Aegon Asset Management UK plc, a United Kingdom Public Limited Company (referred to herein as the “Subadviser”).

TAM is adopted bythe investment adviser to Transamerica Series TrustFunds (the “Trust”), a Delaware statutory trust, with respect toTransamerica Multi-Manager Alternative Strategies VP(the “Portfolio”), a series of the Trust. The Trust is anopen-end management investment company registered under the Investment Company Act of 1940 as amended, (the(collectively with the rules and regulations promulgated thereunder and any exemptive orders thereunder, the “1940 Act”), and this Plan is adopted as a plan of liquidation for purposes. TAM wishes to engage the Subadviser to provide certain investment advisory services to each series of the Internal Revenue Code of 1986,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 amendedfollows:

1.Appointment. In accordance with the Investment Advisory Agreement between the Trust and TAM (the “IRC”“Advisory Agreement”), andTAM hereby appoints the regulations thereunder,Subadviser to act as subadviser with respect to the Portfolio.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.

The Plan is intended2.Subadvisory Services. In its capacity as subadviser to accomplish the complete liquidation and dissolutionFund, the Subadviser shall have the following responsibilities:

(a) Subject to the supervision of the Portfolio and the redemption of the Portfolio’s outstanding shares in conformity with all applicable laws, including the laws of the State of Delaware, the 1940 Act, the IRC, and the Trust’s governing documents.

WHEREAS, 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 Portfolio, has determined thatFund.

(b) TAM shall pay all expenses incurred by it is in the best interestsperformance 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 PortfolioTrust, 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 beneficial ownersSubadviser 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 Portfolio’s sharesFund’s affairs. TAM shall furnish the Subadviser with such other documents and information with regard to liquidate and dissolve the Portfolio; andFund’s affairs as the Subadviser may from time to time reasonably request.

WHEREAS,(b) The Subadviser, at its expense, shall supply the Board, has consideredthe officers of the Trust and unanimously adoptedTAM 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. 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 PlanAgreement, 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 according 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.

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 methodBoard may decide. This paragraph shall not apply to Trustees, executive committee members, consultants and other persons who are not regular members of liquidating the Portfolio,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

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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.

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. The Subadviser represents, warrants and agrees that it has reviewed the Trust’s governing documents, subjectcurrent registration statement on Form N-1A with respect to approvalthe 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 Plan by the Portfolio’s shareholders;¹

NOW THEREFORE, the liquidationAgreement, and dissolutionas of the Portfolio shalldate 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 carried outstated therein or necessary to make the statements contained therein not misleading.

The Subadviser further agrees to notify TAM and the Trust promptly of any statement respecting or relating to the Subadviser contained in the manner hereinafter set forth: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.

1.Liquidation Date. The liquidation shall occur within twelve (12) monthsWith 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 Effective Date (the “Liquidation Date”).

2.Shareholder Meeting. The Board will call a shareholder meeting to be held priordate of this Agreement and as of the date of any future amendments or supplements to the Liquidation Date in order to submit to shareholders this Plan for its approval or disapproval.

3.Dissolution. As promptly as practicable on or after the Liquidation Date,Registration Statement, is consistent with the provisionsmanner 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 Plan,Fund by the PortfolioSubadviser.

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.

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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 dissolveddetermined 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 Delaware and the Trust’s governing documents.

4.Cessation of Business. After the Effective Date, the Portfolio shall cease its business as an investment company and shall not engage in any business activities except for the purposes of winding up its business and affairs, marshalling and preserving the value of its assets, and distributing its assets to shareholders in redemption of their shares in accordance with the provisions of the Plan after the payment to (or reservation of assets for payment to) all creditors of the Portfolio and discharging or making reasonable provisions for the Portfolio’s liabilities.

5.Liquidation of Assets. As soon as is reasonable and practicable on or after the Effective Date, all portfolio securities of the Portfolio shall be converted to cash or cash equivalents. In the alternative, if determined to be in the best interests of the Portfolio and the beneficial owners of its shares, the Portfolio may elect not to liquidate its portfolio assets and shall rather distribute such amountsin-kind to its shareholders consistent with applicable statutes, regulations and interpretations, which shall constitute a liquidating distribution for this purpose.

6.Payment of Debts. As soon as is reasonable and practicable on or after the Effective Date, the Portfolio shall determine and pay, or set aside in cash or cash equivalents, the amount of all known or reasonably ascertainable liabilities of the Portfolio incurred or expected to be incurred on or before the date of the liquidating distribution provided for in Section 7 below.

7.Liquidating Distribution. On the Liquidation Date, the Portfolio shall mail the following to its shareholders of record on the business day preceding the Liquidation Date in redemption of such shareholders’ shares of the Portfolio: (1) a liquidating distribution (or distributions, if more than one distribution shall be necessary), which may be in cash or cash equivalents orin-kind, equal to each shareholder’s proportionate interest in the net assets of the Portfolio; and (2) information concerning the sources of the liquidating distribution. Upon the mailing of the liquidating distribution, all outstanding shares of the Portfolio will be deemed cancelled. If the Trust is unable to make distributions to all of the Portfolio’s shareholders because of the inability to locate shareholders to whom distributions in cancellation and redemption of the Portfolio’s shares are payable, the Board may create, in the name and on behalf of the Portfolio, a trust with a financial institution and, subject to applicable abandoned property laws, deposit any remaining assets of the Portfolio in such trust for the benefit of the shareholders that cannot be located. The expenses of such trust shall be charged against the assets therein.

8.Satisfaction of Federal Income and Excise Tax Distribution Requirements. The Portfolio shall, by the Liquidation Date, have declared and paid a dividend or dividends which, together with all previous such dividends and any amounts treated as distributed by the Portfolio pursuant to Sections 562(b), 565, or 852(b)(3) of the IRC, shall have the effect of distributing to the Portfolio’s shareholders all of the Portfolio’s net tax exempt income and investment company taxable income for the taxable years ending at or prior to the Liquidation Date (computedNew 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)

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consents to jurisdiction in the Designated Courts; (b) waives any deductionobjection 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.

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 dividends paid), and allcontrol of the Portfolio’s net capital gain, if any, realized in the taxable years ending at or prior to the Liquidation Date (after reduction for any available capital loss carryforward) and any additional amounts necessary to avoid any excise tax for such periods.

9.Expensesconduct of the Portfolio. Transamerica Asset Management, Inc. shall bear all expenses incurred in connection with the carrying out of this Plan including, but not limited to, all printing, legal, accounting, custodian, and transfer agency fees, and the expenses of any reports to shareholders.

10.Poweraffairs of the Board. The Board and, subjectTrust.

22.Further Assurances. Each party agrees to the authority and approval of the Board, the officers of the Trust, shall have the authority to do or authorize any or all acts and things as provided for in the Plan and any and allperform such further acts and thingsexecute such further documents as they may considerare reasonably necessary or desirable to carry outeffectuate the purposes of this Agreement and the Plan,arrangements contemplated thereby, including without limitation concerning the preparation, execution and filingwinding down or liquidation of all certificates, documents, information returns, tax returns and other papers which mayany Fund investments.

[signature page to follow]

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The parties hereto have caused this Agreement to be necessary or appropriate to implement the Plan or which may be requiredexecuted by the provisionstheir duly authorized signatories as of the 1940 Act or any other applicable laws.

11.Amendment of Plan. The Board shall have the authority to authorize or ratify such variations from, or amendments to, the provisions of the Plan as may be necessary or appropriate to effect the marshalling of the Portfolio’s assetsdate and effect complete liquidation of the Portfolio and the distribution of the Portfolio’s net assets to its shareholders in redemption of the shares in accordance with the laws of the State of Delaware, the 1940 Act, the IRC, the Trust’s governing documents, and the purposes to be accomplished by the Plan, if the Board determines that such action would be in the best interests of a Portfolio and its shareholders.

12.No Appraisal Rights. Shareholders shall have no appraisal rights in connection with the liquidation.

13.Filings. The Board hereby directs the appropriate parties to make any necessary filings (including, without limitation, the completion and filing of Internal Revenue Service Form 966) relating to the liquidation and dissolution of the Portfolio with the Internal Revenue Service and with any other taxing or other authority.

14.Non-Recourse. The obligations of the Trust entered into in the name, or on behalf thereof, by any of the Trustees of the Trust, representatives, or agents of the Trust are made not individually, but only in such capacities, and are not binding upon any of the Trustees of the Trust, shareholders, or representatives of the Trust personally, but bind only the assets of the Trust, and all persons dealing with the Portfolio must look solely to the assets of the Trust belonging to the Portfolio for the enforcement of any claims against the Trust.

TRANSAMERICA SERIES TRUST,

on behalf of Transamerica Multi-Manager Alternative Strategies VPyear first above written.

APPENDIX BA-7

Schedule A

Transamerica BlackRock Global Allocation Managed Risk - Growth VP

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FORM OF INVESTMENT SUBADVISORY AGREEMENT

PLAN OF LIQUIDATION AND DISSOLUTIONAegon Asset Management UK plc (formerly, Kames Capital plc)

This Plan of Liquidation and Dissolution (the “Plan”), dated and effectiveAgreement, entered into as of March 23,December 1, 2020 (the “Effective Date”)by and between Transamerica Asset Management, Inc., a Florida corporation (referred to herein as “TAM”) and Aegon Asset Management UK plc, a United Kingdom Public Limited Company (referred to herein as the “Subadviser”).

TAM is adopted bythe investment adviser to Transamerica Series Trust (the “Trust”), a Delaware statutory trust, with respect toTransamerica BlackRock Global Allocation Managed Risk - GrowthVP(the “Portfolio”), a series of the Trust. The Trust is anopen-end management investment company registered under the Investment Company Act of 1940 as amended, (the(collectively with the rules and regulations promulgated thereunder and any exemptive orders thereunder, the “1940 Act”), and this Plan is adopted as a plan of liquidation for purposes. TAM wishes to engage the Subadviser to provide certain investment advisory services to each series of the Internal Revenue Code of 1986,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 amendedfollows:

1.Appointment. In accordance with the Investment Advisory Agreement between the Trust and TAM (the “IRC”“Advisory Agreement”), andTAM hereby appoints the regulations thereunder,Subadviser to act as subadviser with respect to the Portfolio.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:

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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.

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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:

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

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. 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

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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 according 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.

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.

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. 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.

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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 PlanSubadviser further agrees to notify TAM and the Trust promptly in the event that the Subadviser becomes aware that the Description for a Fund is intendedinconsistent 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 accomplishinclude, or accurately describe in all material respects, all material risks known to the complete liquidation and dissolutionSubadviser that may arise in connection with the management of the PortfolioFund by the Subadviser.

12.Use of Name. TAM and the redemptionTrust are authorized to use the name of the Portfolio’sSubadviser 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 sharesvoting 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 conformitywriting 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, includingand in compliance with the lawsrequirements of the State of Delaware,Rule 31a-3 under the 1940 Act, the IRC,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.

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18.Third Party Beneficiaries. The parties hereto acknowledge and agree that the Trust and the Trust’s governing documents.

WHEREAS,Fund are third-party beneficiaries as to the Trust’s Board of Trustees (the “Board”), on behalfcovenants, 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 Portfolio, has determined that itrights and privileges associated with such third-party-beneficiary status. This Agreement does not, and is innot 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 best interests ofTrust, the PortfolioFund, and the beneficial owners ofparties and their respective successors and permitted assigns.

19.United Kingdom Regulation. TAM acknowledges that the Portfolio’s shares to liquidateSubadviser is a UK-domiciled and dissolve the Portfolio;registered entity, and,

WHEREAS, the Board has considered and unanimously adopted this Plan as the method of liquidating the Portfolio, in accordance with the Trust’s governing documents,such, is subject to approvala number of this Plan byregulations 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 Portfolio’s shareholders;²Subadviser does not breach the UK Requirements.

NOW THEREFORE, the liquidation20.Governing Law and dissolution of the PortfolioForum Selection. This Agreement shall be carried out in the manner hereinafter set forth:

1.Liquidation Date. The liquidation shall occur within twelve (12) months of the Effective Date (the “Liquidation Date”).

2.Shareholder Meeting. The Board will call a shareholder meeting to be held prior to the Liquidation Date in order to submit to shareholders this Plan for its approval or disapproval.

3.Dissolution. As promptly as practicable on or after the Liquidation Date, consistent withconstrued and the provisions of the Plan, the Portfolio shall be dissolvedthereof interpreted under and in accordance with the laws of the State of Delaware and the Trust’s governing documents.

4.Cessation of Business. After the Effective Date, the Portfolio shall cease its business as an investment company and shall not engage in any business activities except for the purposes of winding up its business and affairs, marshalling and preserving the value of its assets, and distributing its assets to shareholders in redemption of their shares in accordance with the provisions of the Plan after the payment to (or reservation of assets for payment to) all creditors of the Portfolio and discharging or making reasonable provisions for the Portfolio’s liabilities.

5.Liquidation of Assets. As soon as is reasonable and practicable on or after the Effective Date, all portfolio securities of the Portfolio shall be converted to cash or cash equivalents. In the alternative, if determined to be in the best interests of the Portfolio and the beneficial owners of its shares, the Portfolio may elect not to liquidate its portfolio assets and shall rather distribute such amountsin-kind to its shareholders consistent with applicable statutes, regulations and interpretations, which shall constitute a liquidating distribution for this purpose.

6.Payment of Debts. As soon as is reasonable and practicable on or after the Effective Date, the Portfolio shall determine and pay, or set aside in cash or cash equivalents, the amount of all known or reasonably ascertainable liabilities of the Portfolio incurred or expected to be incurred on or before the date of the liquidating distribution provided for in Section 7 below.

7.Liquidating Distribution. On the Liquidation Date, the Portfolio shall mail the following to its shareholders of record on the business day preceding the Liquidation Date in redemption of such shareholders’ shares of the Portfolio: (1) a liquidating distribution (or distributions, if more than one distribution shall be necessary), which may be in cash or cash equivalents orin-kind, equal to each shareholder’s proportionate interest in the net assets of the Portfolio; and (2) information concerning the sources of the liquidating distribution. Upon the mailing of the liquidating distribution, all outstanding shares of the Portfolio will be deemed cancelled. If the Trust is unable to make distributions to all of the Portfolio’s shareholders because of the inability to locate shareholders to whom distributions in cancellation and redemption of the Portfolio’s shares are payable, the Board may create, in the name and on behalf of the Portfolio, a trust with a financial institution and, subject to applicable abandoned property laws, deposit any remaining assets of the Portfolio in such trust for the benefit of the shareholders that cannot be located. The expenses of such trust shall be charged against the assets therein.

8.Satisfaction of Federal Income and Excise Tax Distribution Requirements. The Portfolio shall, by the Liquidation Date, have declared and paid a dividend or dividends which, together with all previous such dividends and any amounts treated as distributed by the Portfolio pursuant to Sections 562(b), 565, or 852(b)(3) of the IRC, shall have the effect of distributing to the Portfolio’s shareholders all of the Portfolio’s net tax exempt income and investment company taxable income for the taxable years ending at or prior to the Liquidation Date (computedNew 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 deductionobjection 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.

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 dividends paid), and allcontrol of the Portfolio’s net capital gain, if any, realized in the taxable years ending at or prior to the Liquidation Date (after reduction for any available capital loss carryforward) and any additional amounts necessary to avoid any excise tax for such periods.

9.Expensesconduct of the Portfolio. Transamerica Asset Management, Inc. shall bear all expenses incurred in connection with the carrying out of this Plan including, but not limited to, all printing, legal, accounting, custodian, and transfer agency fees, and the expenses of any reports to shareholders.

10.Poweraffairs of the Board. The Board and, subjectTrust.

22.Further Assurances. Each party agrees to the authority and approval of the Board, the officers of the Trust, shall have the authority to do or authorize any or all acts and things as provided for in the Plan and any and allperform such further acts and thingsexecute such further documents as they may considerare reasonably necessary or desirable to carry outeffectuate the purposes of this Agreement and the Plan,arrangements contemplated thereby, including without limitation concerning the preparation, execution and filingwinding down or liquidation of all certificates, documents, information returns, tax returns and other papers which mayany Fund investments.

[signature page to follow]

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The parties hereto have caused this Agreement to be necessary or appropriate to implement the Plan or which may be requiredexecuted by the provisionstheir duly authorized signatories as of the 1940 Act or any other applicable laws.

11.Amendment of Plan. The Board shall have the authority to authorize or ratify such variations from, or amendments to, the provisions of the Plan as may be necessary or appropriate to effect the marshalling of the Portfolio’s assetsdate and effect complete liquidation of the Portfolio and the distribution of the Portfolio’s net assets to its shareholders in redemption of the shares in accordance with the laws of the State of Delaware, the 1940 Act, the IRC, the Trust’s governing documents, and the purposes to be accomplished by the Plan, if the Board determines that such action would be in the best interests of a Portfolio and its shareholders.

12.No Appraisal Rights. Shareholders shall have no appraisal rights in connection with the liquidation.

13.Filings. The Board hereby directs the appropriate parties to make any necessary filings (including, without limitation, the completion and filing of Internal Revenue Service Form 966) relating to the liquidation and dissolution of the Portfolio with the Internal Revenue Service and with any other taxing or other authority.

14.Non-Recourse. The obligations of the Trust entered into in the name, or on behalf thereof, by any of the Trustees of the Trust, representatives, or agents of the Trust are made not individually, but only in such capacities, and are not binding upon any of the Trustees of the Trust, shareholders, or representatives of the Trust personally, but bind only the assets of the Trust, and all persons dealing with the Portfolio must look solely to the assets of the Trust belonging to the Portfolio for the enforcement of any claims against the Trust.

TRANSAMERICA SERIES TRUST,

on behalf of Transamerica BlackRock Global Allocation Managed Risk - Growth VPyear first above written.

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Schedule A

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Appendix B

APPENDIX C

5% and 25% Interest Ownership [TO BE UPDATED]

To the knowledge of the Trust,Trusts, as of January 21,September 30, 2020, the following persons owned beneficially or of record or 5% or more of a class of outstanding shares of the Portfolios.each Fund indicated:

Any personShareholder who holds beneficially 25% or more than 25% of a PortfolioFund may be deemed to control the PortfolioFund until such time as itsuch investor holds beneficially less than 25% or less of the outstanding common shares of the Portfolio.Fund. Any personShareholder controlling a PortfolioFund may be able to determine the outcome of issues that are submitted to HoldersShareholder for vote and may be able to take action regarding the PortfolioFund without the consent or approval of the other Holders. With respect to Proposal I and Proposal II, in the case of the Asset Allocation Portfolios that are series of the Trust and hold shares of the applicable Portfolio, each Asset Allocation Portfolio will vote its shares of such Portfolio in the same proportion in which votes are cast by other Holders of the Portfolio. In addition, TAM, the Insurance Companies and their affiliates will use proportional voting to vote any shares held by TAM, the Insurance Companies or their affiliates for their own account.Shareholders.

To the knowledge of the Trust,Trusts, as of January 21,September 30, 2020, the following persons held beneficially 25% or more than 25% of the Portfolios.outstanding shares of each Fund indicated:

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