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
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary proxy statement.
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Confidential, for use of the Commissioner
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Definitive proxy statement.
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only (as permitted by Rule 14a-6(e)(2).
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Definitive additional materials.
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Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
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Transamerica Income Shares, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
N/A
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Aggregate number of securities to which transaction applies:
N/A
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Rule 0-11 (Set forth the amount on which the filing fee is calculated
and state how it was determined):
N/A
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(4)
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Proposed maximum aggregate value of transaction:
N/A
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(5)
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Total fee paid:
$0
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
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Amount Previously Paid:
N/A
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Date Filed:
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TABLE OF CONTENTS
TRANSAMERICA INCOME SHARES, INC.
570 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA 33716
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 17, 2008
To the Shareholders of Transamerica Income Shares, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Transamerica Income Shares, Inc.
(the Fund) will be held on July 17, 2008, at 570 Carillon Parkway, St. Petersburg, Florida 33716,
beginning at 11:00 a.m., Eastern Time, or as adjourned from time to time (the Meeting). At the
Meeting, shareholders of the Fund will be called upon to consider the following proposals:
PROPOSAL 1: To elect ten Directors to the Board of Directors; and
PROPOSAL 2: To conduct such other business as may properly come before the Meeting.
After careful consideration, the Directors of the Fund unanimously approved and recommend that you
vote FOR Proposal 1. Shareholders of record as of the close of business on May 2, 2008 are
entitled to vote at the Meeting. Each share is entitled to one vote, with fractional votes for
fractional shares.
By Order of the Board of Directors of Transamerica Income Shares, Inc.,
Dennis P. Gallagher, Esq.
Vice President, General Counsel and Secretary
May 30, 2008
Y
our
vote
is very important regardless of the number of shares that you
owned on the Record Date. Shareholders who do not expect to attend the Meeting are requested to
complete, sign, date, and return the accompanying Proxy in the enclosed envelope, which needs no
postage if mailed in the United States, or follow the enclosed instructions relating to Internet or
telephone voting. Instructions for the proper execution of the Proxy are set forth in the enclosed
materials. It is important that proxies be returned promptly. Whether or not you plan to attend
the Meeting, please complete the enclosed Proxy, or vote using the Internet or by telephone. If
you vote via the Internet or by telephone, please
do not
return your Proxy unless you later
decide to change your vote.
PROXY STATEMENT
TRANSAMERICA INCOME SHARES, INC.
ANNUAL MEETING OF SHAREHOLDERS
July 17, 2008
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of Proxies by the Board of
Directors (the Board or Directors) of Transamerica Income Shares, Inc. (the Fund or TIS), a
closed-end management investment company organized as a Maryland corporation, for use at the Annual
Meeting of Shareholders of the Fund to be held at 11:00 a.m. on July 17, 2008, at 570 Carillon
Parkway, St. Petersburg, Florida 33716, and any adjournments thereof (the Meeting). The Board is
soliciting Proxies from shareholders of the Fund with respect to the proposals set forth in the
accompanying Notice. A Proxy also accompanies this Proxy Statement. It is anticipated that the
Proxy and Proxy Statement will first be mailed to shareholders on or about May 30, 2008.
Shareholder Reports.
The Funds most recent annual report for the year ended March 31, 2008, is
available to you upon request without charge from the Funds transfer agent, Mellon Investor
Services, LLC, Newport Office Center VII, 480 Washington Boulevard, Jersey City, New Jersey 07310;
telephone toll free: 1-800-454-9575. For the hearing and speech impaired (TDD): 1-800-231-5469
or www.mellon-investor.com.
PROPOSAL 1
ELECTION OF DIRECTORS
Shareholders are asked to consider the election of ten Nominees as Directors of the Fund. Each
Nominee currently serves as a Director of the Fund. Nine of the ten Nominees were elected as
Directors by Fund shareholders at the special shareholder meeting held on October 30, 2007. Sandra
N. Bane, who is also a Nominee, was appointed by the Board at their Board meeting held on December
4, 2007. Ms. Banes appointment was effective on March 1, 2008. Each Nominee has indicated his or
her willingness to serve as Director, if elected.
The persons named as proxies intend to vote to elect the Nominees, unless authority to vote for the
election of all or specified Nominees is withheld by so marking the Proxy. If any Nominees are
unable to serve, the persons named as proxies may vote for other persons or vote to fix the number
of Directors at less than ten. Election is by a majority vote of the shares represented at the
Meeting.
The term fund complex in the tables below consists of the Fund, Transamerica Funds, Transamerica
Series Trust (TST), Transamerica Investors, Inc.
(TII), Transamerica Partners Funds Group
(TPFG), Transamerica Partners Funds Group II (TPFG II), Transamerica Partners Portfolios
(TPP), and Transamerica Asset Allocation Variable Funds (TAAVF). The mailing address of each
Nominee is 570 Carillon Parkway, St. Petersburg, Florida 33716. The name, age and principal
occupation for the past five years of the Nominees are:
Independent Director Nominees
*
:
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Number of
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Portfolios in Fund
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Term of
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Complex
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Other
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Position(s)
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Office and
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Principal Occupation or
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Overseen by
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Directorships Held
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Name, Address and
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Held with
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Length of
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Employment in the Past
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Nominee for
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by Nominee For
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Age
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Fund
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Time Served
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5 Years
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Director
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Director
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Sandra N. Bane
(DOB: 6/15/52)
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Director
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Since 2008
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Retired KPMG (1999
present);
Trustee, TST,
Transamerica Funds,
TPP, TPFG, TPFG II
and TAAVF (February
2008 present);
Director, TIS
(February 2008
present); Director, TII (2003 Present).
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173
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Big 5 Sporting
Goods (2002
present); AGL Resources, Inc.
(an energy services
holding company)
(2008 present).
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Leo J. Hill
(DOB: 3/27/56)
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Director
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Since 2002
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Principal, Advisor
Network Solutions,
LLC (business
consulting) (2006 -
present); Trustee,
TPP, TPFG, TPFG II
and TAAVF (2007 -
present); Director,
TIS (2002 -
present); Trustee,
Transamerica Funds (2002 - present); Director, TII (February 2008 -
present); TST (2001 -
present); Owner and
President, Prestige
Automotive Group
(2001- 2005);
President, L. J.
Hill & Company
(1999 present);
Market President,
Nations Bank of Sun
Coast Florida (1998
1999); President
and Chief Executive
Officer, Barnett
Banks of Treasure
Coast Florida (1994
1998); Executive
Vice President and
Senior Credit
Officer, Barnett
Banks of
Jacksonville,
Florida (1991
1994); Senior Vice
President and
Senior Loan
Administration
Officer, Wachovia
Bank of Georgia
(1976 1991).
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173
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N/A
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*
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Independent director (the Independent Directors) means a
director who is not an interested person (as defined under the Investment
Company Act of 1940, as amended (the 1940 Act), of the Fund
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2
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Number of
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Portfolios in Fund
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Term of
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Complex
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Other
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Position(s)
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Office and
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Principal Occupation or
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Overseen by
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Directorships Held
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Name, Address and
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Held with
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Length of
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Employment in the Past
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Nominee for
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by Nominee For
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Age
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Fund
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Time Served
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5 Years
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Director
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Director
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Neal M. Jewell
(DOB: 2/12/35)
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Director and Lead Independent Chairperson
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Since 2002
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Retired (2004 present); Trustee
and Lead Independent Trustee,
Transamerica Funds and TST (2007
present); Director and Lead
Independent Director, TIS (2007 -
present); Director, TII (February 2008 - present); Trustee and Lead
Independent Trustee, TPP, TPFG,
TPFG II, and TAAVF (1993 - present);
Independent Trustee, EAI Select
Managers Equity Fund (a mutual
Fund) (1996 2004).
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173
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N/A
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Russell A.
Kimball, Jr.
(DOB: 8/17/44)
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Director
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Since 2002
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General Manager, Sheraton Sand Key
Resort (1975 - present); Trustee,
TPP, TPFG, TPFG II and TAAVF (2007
- present); Director, TIS and
Trustee, Transamerica Funds (2002 -
present); Director, TII (February 2008 - present); Trustee, TST (1986 -
present).
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173
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N/A
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Eugene M. Mannella
(DOB: 2/1/54)
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Director
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Since 2007
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Self-employed consultant (2006 -
present); President, Arapain
Partners LLC (limited purpose
broker-dealer) (1998 present);
Trustee, Transamerica Funds and TST
(2007 present); Director, TIS
(2007 - present); Director, TII (February 2008 - present); Trustee, TPP,
TPFG, TPFG II and TAAVF (1994 -
present); President, International
Fund Services (alternative asset
administration) (1993 2005).
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173
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N/A
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3
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Number of
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Portfolios in Fund
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Term of
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Complex
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Other
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Position(s)
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Office and
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Principal Occupation or
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Overseen by
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Directorships Held
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Name, Address and
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Held with
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Length of
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Employment in the Past
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Nominee for
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by Nominee For
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Age
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Fund
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Time Served
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5 Years
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Director
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Director
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Norm R. Nielsen
(DOB: 5/11/39)
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Director
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Since 2006
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Retired (2005 -
present); Trustee,
TPP, TPFG, TPFG II
and TAAVF (2007 -
present); Director,
TIS (2006 -
present); Director, TII (February 2008 - present); Trustee,
Transamerica Funds
and TST (2006 -
present); Director,
Iowa City Area
Development (1996 -
2004); Director,
Iowa Health Systems
(1994 2003);
Director, U.S. Bank
(1987 1988);
President, Kirkwood
Community College
(1979 2005).
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173
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Buena Vista
University Board of
Trustees (2004 -
present).
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Joyce Galpern Norden
(DOB: 6/1/39)
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Director
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Since 2007
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Retired (2004 -
present); Trustee,
Transamerica Funds
and TST (2007 -
present); Director,
TIS (2007 -
present); Director, TII (February 2008 - present); Trustee,
TPP (2002 -
present); Trustee,
TPFG, TPFG II and
TAAVF (1993
-present); Vice
President,
Institutional
Advancement,
Reconstructionist
Rabbinical College
(1996 2004).
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173
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Board of Governors,
Reconstructionist
College
(2007-present).
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Patricia L. Sawyer
(DOB: 7/1/50)
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Director
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Since 2007
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President and
Executive Search
Consultant, Smith &
Sawyer LLC
(consulting) (1989
- present);
Trustee,
Transamerica Funds
and TST (2007 -
present); Director,
TIS (2007 -
present); Director, TII (February 2008 - present); Trustee,
TPP, TPFG, TPFG II
and TAAVF (1993 -
present).
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173
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N/A
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4
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Number of
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Portfolios in Fund
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Term of
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Complex
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Other
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Position(s)
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Office and
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Principal Occupation or
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Overseen by
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Directorships Held
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Name, Address and
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Held with
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Length of
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Employment in the Past
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Nominee for
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by Nominee For
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Age
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Fund
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Time Served
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5 Years
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Director
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Director
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John W. Waechter
(DOB: 2/25/52)
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Director
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Since 2004
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Attorney, Englander
& Fischer, P.A.
(2008 present);
Retired (2004 -
2008); Trustee,
TPP, TPFG, TPFG II
and TAAVF (2007 -
present); Director,
TIS (2004 -
present); Director, TII (February 2008 - present); Trustee,
Transamerica Funds (2005 - present)
and TST (2004 -
present); Executive
Vice President,
Chief Financial
officer and Chief
Compliance Officer,
William R. Hough &
Co. (securities
dealer) (1979
-2004); Treasurer,
The Hough Group of
Funds (1993 -
2004).
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173
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N/A
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5
Interested Director Nominee:
*
*
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Number of
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Portfolios in Fund
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Term of
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Complex
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Other
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Position(s)
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Office and
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Principal Occupation or
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Overseen by
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Directorships Held
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Name, Address and
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Held with
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Length of
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Employment in the Past
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Nominee for
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by Nominee For
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Age
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Fund
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Time Served
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5 Years
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Director
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Director
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John K. Carter
(DOB: 4/24/61)
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Chairman, Director,
Chief Executive
Officer and
President
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Since 2006
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Chairman and Director (2008
present); President (2007 present), Chief Executive Officer; (2006 present),
Vice President, Secretary and
Chief Compliance Officer (2003 -
2006), TII; Chairman and Trustee, President and
Chief Executive Officer, (2007-
present); TPP, TPFG, TPFG II and
TAAVF; Chairman (2007
present); Trustee (2006
present), President and Chief
Executive Officer (2006 -
present), Senior Vice President
(1999 2006), Chief Compliance
Officer, General Counsel and
Secretary (1999 -
2006),Transamerica Funds and TST;
Chairman (2007 present);
Director (2006 present);
President and Chief Executive
Officer (2006 present), Senior
Vice President (2002 2006),
General Counsel, Secretary and
Chief Compliance Officer (2002
2006), TIS; President and Chief
Executive Officer (2006
present); Senior Vice President
(1999 2006), Director (2000
present); General Counsel and
Secretary (2000 2006), Chief
Compliance Officer (2004 2006),
TAM; President and Chief
Executive Officer (2006 -
present), Senior Vice President
(1999 2006), Director (2001 -
present), General Counsel and
Secretary (2001 2006),
Transamerica Fund Services, Inc.
(TFS); Vice President, AFSG
Securities Corporation (2001 -
present); Senior Vice President,
General Counsel and Secretary,
Transamerica Index Funds, Inc.
(TIF) (2002 2004); Vice
President, Transamerica
Investment Services, Inc.
(TISI) (2003 2005) and Transamerica Investment Management, LLC (TIM)
(2001 2005).
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173
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N/A
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**
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Mr. Carter is an interested person of the Fund as that term is
defined in the 1940 Act due to his employment with the Funds investment
advisor and certain of its affiliates.
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6
The Board of Directors met six times during the fiscal year ended March 31, 2008. Each Director
attended at least 75% of all meetings of the Board and of all meetings of committees of the Board
on which he or she served as a regular member.
The Fund does not have a policy with regard to attendance at the Funds annual shareholder meeting,
and no Director attended last years annual shareholder meeting.
Nominee Ownership of Equity Securities
The table below gives the dollar range of shares of the Fund beneficially owned by each Nominee, as
well as the aggregate dollar range of shares of all funds in the fund complex overseen by each
Nominee as of December 31, 2007. Messrs. Jewell and Mannella and Ms. Norden and Ms. Sawyer became
Directors on October 30, 2007. Ms. Bane became a Director on March 1, 2008.
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Aggregate Dollar Range of Equity Securities in
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Dollar Range of Equity
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all Funds Overseen by Nominee in Family of
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Name of Nominee
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Securities in the Fund
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Investment Companies*
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Sandra N. Bane
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$
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0
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None
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John K. Carter
**
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$
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0
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Over $100,000
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Leo J. Hill
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$
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0
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Over $100,000
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Neal M. Jewell
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$
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0
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Over $100,000
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Russell A. Kimball, Jr.
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$
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0
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Over $100,000
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Eugene M. Mannella
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$
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0
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$
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50,001-$100,000
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Norm R. Nielsen
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$
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0
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Over $100,000
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Joyce Galpern Norden
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$
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0
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$
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50,001-$100,000
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Patricia L. Sawyer
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$
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0
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Over $100,000
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John W. Waechter
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$
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10,000 - $50,000
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Over $100,000
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*
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The family of investment companies consists of all funds in the fund complex.
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**
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Mr. Carter is an interested person of the Fund, as discussed above.
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None of the Nominees who are Independent Directors or their immediate family members had any
interest in the investment adviser, sub-advisers or distributor of the Fund, or any person
controlling, controlled by or under common control with such persons. For this purpose, immediate
family member includes the Nominees spouse, children residing in the Nominees household and
dependents of the Nominee.
Remuneration of Directors
Independent Directors receive a total annual retainer fee of $124,000 from the funds that make up
the fund complex, as well as total fees of $8,800 per meeting (assumes five meetings annually), of
which the Fund pays a pro rata share based on its relative assets compared to those of the fund
complex. The Lead Independent Chairperson of the Board also receives an additional retainer of
$40,000 per year. The Audit Committee Chairperson receives an additional retainer of $15,000 per
year. The Fund pays a pro rata share allocable to the Fund based on the relative assets of the Fund for the Lead Independent Chairperson and
Audit Committee Chairperson retainers. Any fees and expenses paid to a Director who is an
affiliate of Transamerica Asset Management, Inc. (TAM) or Transamerica Capital, Inc. (TCI) are
paid by TAM and/or TCI and not by the Fund.
For the fiscal year ended March 31, 2008, the Independent Directors, as a group, received
compensation in the amount of $54,155 from the Fund.
The following table sets forth the compensation paid to each Independent Director of the Fund for
the fiscal year ended March 31, 2008. Directors who are interested persons of the Fund do not
receive any compensation from the Fund.
7
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Total
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Pension or
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Estimated
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Compensation
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Aggregate
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Retirement Benefits
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Annual
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from Fund and Fund
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Compensation
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Accrued as Part of
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Benefit Upon
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Complex Paid to
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Name
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from Fund
|
|
|
Fund Expenses
|
|
|
Retirement
|
|
|
Directors*
|
|
Sandra N. Bane**
|
|
$
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
28,225
|
|
Peter R. Brown***
|
|
$
|
6,000
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
156,000
|
|
Daniel Calabria***
|
|
$
|
6,000
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
126,000
|
|
Janice B. Case***
|
|
$
|
6,000
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
126,000
|
|
Charles C. Harris***
|
|
$
|
6,000
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
126,000
|
|
Leo J. Hill
|
|
$
|
5,371
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
168,400
|
|
Neal M. Jewell
|
|
$
|
504
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
191,054
|
|
Russell A. Kimball, Jr.
|
|
$
|
5,371
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
168,400
|
|
Eugene M. Mannella
|
|
$
|
704
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
149,734
|
|
Norm R. Nielsen
|
|
$
|
5,371
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
168,400
|
|
Joyce Galpern Norden
|
|
$
|
704
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
151,734
|
|
Patricia L. Sawyer
|
|
$
|
734
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
167,234
|
|
William W. Short, Jr.***
|
|
$
|
6,000
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
126,000
|
|
John W. Waechter
|
|
$
|
5,396
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
176,734
|
|
|
|
|
*
|
|
The amounts reflected are the aggregate compensation received from the Fund and other funds
in the fund complex. The fund complex is composed of 173 funds.
|
|
**
|
|
Ms. Bane was appointed by the Board of Directors on December 4, 2007. Her appointment was
effective on March 1, 2008.
|
|
***
|
|
These individuals ceased serving as Directors of the Fund as of October 30, 2007.
|
Committees
The Audit Committee
The Board has a standing Audit Committee, that currently consists of Sandra N. Bane, Leo J. Hill,
Neal M. Jewell, Russell A. Kimball, Jr., Eugene M. Mannella, Norm R. Nielsen, Joyce Galpern Norden,
Patricia L. Sawyer, and John W. Waechter, each of whom is an Independent Director and qualifies as
an independent director for purposes of New York Stock Exchange Listing Standards. Mr. Waechter
currently serves as chairperson of the Audit Committee. The functions performed by the Audit
Committee include the approval and recommendation for appointment of the independent public
accountants for the Fund, the review of the scope and results of audit services, the review of the
adequacy of internal accounting and financial controls, determining the independence of the public
accounting firm and ensuring the rotation of its partners, meeting with the Funds internal
auditor, frequent meetings with Management to discuss the financial statements of the Fund, and the
review of material changes in accounting principles and practices and other matters when requested
from time to time by the Board. The Audit Committee also overseas the Funds compliance with legal
and regulatory requirements and prepares the audit committee report required to be included in the
proxy statement relating to each annual meeting of the Fund. The Audit Committee met two times
during the fiscal year ended March 31, 2008. The Board has adopted a written charter for the
Funds Audit Committee, which appears as Appendix B to this Proxy Statement.
|
|
|
Audit Committee Report
|
|
|
|
|
The Audit Committee reports that it (i) has reviewed and discussed the audited financial
statements for the fiscal year ended March 31, 2008, with Fund management, (ii) has discussed
with the Funds independent public accountant the matters required to be addressed by
Statement on Auditing Standards No. 61, and (iii) has received written disclosures and the
letter required by Independence Standards Board No. 1 from the Funds independent public
accountant and has discussed with the independent public accountant its independence. Based
on the foregoing, the Audit Committee recommended to the Board of Directors that the Funds
audited
|
8
|
|
|
financial statements be included in the Funds Annual Report for the fiscal year ended March
31, 2008, for filing with the U.S. Securities and Exchange Commission (the SEC).
|
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUNDS BOARD OF DIRECTORS
|
|
|
|
|
Sandra N. Bane
|
|
Russell A. Kimball, Jr.
|
|
Joyce Galpern Norden
|
Leo J. Hill
|
|
Eugene M. Mannella
|
|
Patricia L. Sawyer
|
Neal M. Jewell
|
|
Norm R. Nielsen
|
|
John W. Waechter, Chairperson
|
The Nominating Committee
The Boards Nominating Committee recommends nominations for membership on the Board. The
Nominating Committee nominates and evaluates Independent Director candidates. The Nominating
Committee meets periodically, as necessary, and is solely responsible for the selection and
nomination of potential candidates to serve on the Board. The members of the Funds Nominating
Committee are Sandra N. Bane, Leo J. Hill, Neal M. Jewell, Russell A. Kimball, Jr., Eugene M.
Mannella, Norm R. Nielsen, Joyce Galpern Norden, Patricia L. Sawyer and John W. Waechter, each of
whom is an Independent Director and qualifies as an independent director for purposes of the New
York Stock Exchange Listing Standards. Ms. Sawyer currently serves as chairperson of the
Nominating Committee. The Board has a Nominating Committee charter, a copy of which is included as
Appendix C to this Proxy Statement.
While the Nominating Committee is solely responsible for the selection and nomination of potential
candidates to serve on the Board, the Nominating Committee may consider and evaluate nominations
properly submitted by shareholders of the Fund. Nominations proposed by shareholders will be
properly submitted for consideration by the Committee only if shareholders submit their
considerations in accordance with the qualifications and procedures set forth in the charter of the
Nominating Committee. It is in the Nominating Committees sole discretion whether to seek
corrections of a deficient submission or to exclude a nominee from consideration.
A candidate for nomination as Director submitted by a shareholder will not be deemed to be properly
submitted to the Committee for the Committees consideration unless the following requirements have
been met and procedures followed:
1.
|
|
Each eligible shareholder or shareholder group may submit no more than one nominee each
calendar year.
|
|
2.
|
|
The nominee must satisfy all qualifications provided herein and in the Funds organizational
documents, including qualification as a possible Independent Director if the nominee is to
serve in that capacity.
|
|
|
|
The nominee may not be the nominating shareholder, a member of the nominating
shareholder group or a member of the immediate family of the nominating shareholder or any
member of the nominating shareholder group.
(1)
|
|
|
|
|
Neither the nominee nor any member of the nominees immediate family may be currently
employed or employed within the year prior to the nomination by any nominating shareholder
entity or entity in a nominating shareholder group.
|
|
|
|
|
Neither the nominee nor any immediate family member of the nominee is permitted to have
accepted directly or indirectly, during the year of the election for which the nominees
name was submitted, during the immediately preceding calendar year, or during the year when
the nominees name was submitted, any consulting, advisory, or other compensatory fee from
the nominating shareholder or any member of a nominating shareholder group.
|
|
|
|
(1)
|
|
Terms such as immediate family member and control shall be
interpreted in accordance with the federal securities laws.
|
9
|
|
|
The nominee may not be an executive officer, director or person fulfilling similar
functions of the nominating shareholder or any member of the nominating shareholder group,
or of an affiliate of the nominating shareholder or any such member of the nominating
shareholder group.
|
|
|
|
|
The nominee may not control the nominating shareholder or any member of the nominating
shareholder group (or, in the case of a holder or member that is a fund, an interested
person of such holder or member as defined by Section 2(a)(19) of the 1940 Act).
|
|
|
|
|
A shareholder or shareholder group may not submit for consideration a nominee which has
previously been considered by the Committee.
|
3.
|
|
In order for the Committee to consider shareholder submissions, the following requirements
must be satisfied regarding the shareholder or shareholder group submitting the proposed
nominee:
|
|
|
|
Any shareholder or shareholder group submitting a proposed nominee must beneficially
own, either individually or in the aggregate, more than 5% of the Funds securities that
are eligible to vote both at the time of submission of the nominee and at the time of the
Board member election. Each of the securities used for purposes of calculating this
ownership must have been held continuously for at least two years as of the date of the
nomination. In addition, such securities must continue to be held through the date of the
meeting. The nominating shareholder or shareholder group must also bear the economic risk
of the investment.
|
|
|
|
|
The nominating shareholder or shareholder group must also submit a certification which
provides the number of shares which the person or group has (a) sole power to vote or
direct the vote; (b) shared power to vote or direct the vote; (c) sole power to dispose or
direct the disposition of such shares; and (d) shared power to dispose or direct the
disposition of such shares. In addition the certification shall provide that the shares
have been held continuously for at least two years.
|
4.
|
|
Shareholders or shareholder groups submitting proposed nominees must substantiate compliance
with the above requirements at the time of submitting their proposed nominee as part of their
written submission to the attention of the Funds Secretary, who will provide all submissions
to the Committee. This submission to the Fund must include:
|
|
|
|
the shareholders contact information;
|
|
|
|
|
the nominees contact information and the number of applicable Fund shares owned by the
proposed nominee;
|
|
|
|
|
all information regarding the nominee that would be required to be disclosed in
solicitations of proxies for elections of directors required by Regulation 14A under the
Securities Exchange Act of 1934; and
|
|
|
|
|
a notarized letter executed by the nominee, stating his or her intention to serve as a
nominee and be named in the Funds proxy statement, if so designated by the Committee and
the Funds Board.
|
5.
|
|
The Committee will consider all submissions meeting the applicable requirements stated herein
that are received by December 31 of the most recently completed calendar year.
|
The Nominating Committee met one time during the fiscal year ended March 31, 2008.
Shareholder Communications with the Board
Shareholders may mail written communications to the Board, addressed to the care of the Secretary
of the Fund, at the Funds address. Each shareholder communication must (i) be in writing and be
signed by the shareholder, and (ii) identify the full name of the Fund. The Secretary is
responsible for collecting, reviewing and organizing all properly
10
submitted shareholder communications. Except as provided below, with respect to each properly
submitted shareholder 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 shareholder
communication should not be provided to the Board because the communication, among other things,
(i) does not reasonably relate to the Fund or its operations, management, activities, policies,
service providers, Board, officers, shareholders or other matters relating to an investment in the
Fund, or (ii) is ministerial in nature (such as a request for Fund literature, share data or
financial information).
Fund Officers
The following table shows the executive officers of the Fund, their age, positions with the Fund
and principal occupations during the past five years:
|
|
|
|
|
|
|
|
|
|
|
Term of Office
|
|
|
Name, Address* and
|
|
Position(s) Held
|
|
and Length of
|
|
|
Age
|
|
with Fund
|
|
Time Served**
|
|
Principal Occupation during the Past Five Years
|
John K. Carter
(DOB: 4/24/61)
|
|
Director, Chairman,
President and Chief
Executive Officer
|
|
2006 present
|
|
See table above.
|
|
|
|
|
|
|
|
Dennis P.
Gallagher
(DOB: 12/19/70)
|
|
Vice President,
General Counsel and
Secretary
|
|
2006 present
|
|
Vice President,
General Counsel &
Secretary,
Transamerica Funds,
TST and TIS (2006
present); Vice
President, General
Counsel and
Secretary , TPP,
TPFG, TPFG II and
TAAVF (2007
present); Director,
Senior Vice
President, General
Counsel and
Secretary, TAM and
TFS (2006
present); Assistant
Vice President, TCI
(2007 present);
Director, Deutsche
Asset Management
(19982006).
|
|
|
|
|
|
|
|
Elizabeth L.
Belanger
(DOB: 1/7/72)
|
|
Deputy General
Counsel, Assistant
Secretary and
Conflicts of
Interest Officer
|
|
2007 present
|
|
Deputy General
Counsel, Assistant
Secretary and
Conflicts of
Interest Officer,
Transamerica Funds,
TST and TIS (2007
present); Deputy
General Counsel and
Conflicts of
Interest Officer
(2007 present);
Assistant Secretary
(2005 present),
TPP, TPFG, TPFG II
and TAAVF; Vice
President and
Senior Counsel,
Diversified
Investment Advisors,
Inc.
(Diversified)
(2005 present) ;
Director, TFLIC
(2006 present);
Director of
Compliance, Domini
Social Investments
LLC (2003 2005);
Associate, Bingham
McCutchen LLP (1997
- 2003).
|
11
|
|
|
|
|
|
|
|
|
|
|
Term of Office
|
|
|
Name, Address* and
|
|
Position(s) Held
|
|
and Length of
|
|
|
Age
|
|
with Fund
|
|
Time Served**
|
|
Principal Occupation during the Past Five Years
|
Joseph P. Carusone
(DOB: 9/8/65)
|
|
Vice President,
Treasurer and
Principal Financial
Officer
|
|
2007 present
|
|
Vice President, Treasurer and Principal
Financial Officer, Transamerica Funds, TST and
TIS (2007 present); Vice President (2007
present): Treasurer and Principal Financial
Officer (2001 present); TPP, TPFG, TPFG II
and TAAVF; Senior Vice President, TAM and TFS
(2007 present); Vice President Diversified
(1999 present); President, Diversified
Investors Securities Corp. (DISC) (2007 -
present); Director, TFLIC (2004 present);
Treasurer, Diversified Actuarial Services,
Inc. (2002 present).
|
|
|
|
|
|
|
|
Christopher A.
Staples
(DOB: 8/14/70)
|
|
Vice President and
Chief Investment
Officer
|
|
2007 present
|
|
Vice President and Chief Investment Officer, (2007 present); Vice President, Investment
Administration (2004 2007), TII; Vice President (2007 present), Chief Investment Officer
(2007 present), Senior Vice President (2007 2007), Senior Vice President Investment
Management (2006 2007), Vice President Investment Management (2004 2006), Transamerica Funds,
TST and TIS; Vice President and Chief Investment Officer, TPP, TPFG, TPFG II and TAAVF (2007 -
present); Director, Senior Vice President Investment Management and Chief Investment Officer,
TAM (2006 present); Director, TFS (2005 present); Assistant Vice President, Raymond James &
Associates (1999 2004).
|
|
|
|
|
|
|
|
Rick B. Resnik
(DOB: 1/24/67)
|
|
Vice President and
Chief Compliance
Officer
|
|
2008 present
|
|
Vice President and Chief Investment Officer, (2007 present); Vice President, Investment
Administration (2004 2007), TII; Vice President (2007 present), Chief Investment Officer
(2007 present), Senior Vice President (2007 2007), Senior Vice President Investment
Management (2006 2007), Vice President Investment Management (2004 2006), Transamerica Funds,
TST and TIS; Vice President and Chief Investment Officer, TPP, TPFG, TPFG II and TAAVF (2007 -
present); Director, Senior Vice President Investment Management and Chief Investment Officer,
TAM (2006 present); Director, TFS (2005 present); Assistant Vice President, Raymond James &
Associates (1999 2004).
|
|
|
|
|
|
|
|
Michael A. Masson
(DOB: 1/21/71)
|
|
Assistant Treasurer
|
|
2007 present
|
|
Assistant Treasurer, (2007 present); Assistant Vice President (2005 2007), TII; Assistant
Treasurer, (2007 present), Assistant Vice President (2005 2007), Transamerica Funds, TST and
TIS; Assistant Treasurer, TPP, TPFG, TPFG II and TAAVF (2007 present); Director of Financial
Reporting, TFS and TAM (2005 present); Assistant Vice President, JPMorgan Chase & Co. (1999 -
2005).
|
|
|
|
|
|
|
|
Suzanne
Valerio-Montemurro
(DOB: 8/13/64)
|
|
Assistant Treasurer
|
|
2007 present
|
|
Assistant
Treasurer,
Transamerica Funds,
ATST and TIS (July
2007 present);
Assistant
Treasurer, TPP, TPFG, TPFG II and TAAVF (July 2007 -
present); Vice
President,
Diversified (1998 -
present).
|
|
|
|
*
|
|
The business address of each officer is 570 Carillon Parkway, St. Petersburg, Florida 33716.
|
|
**
|
|
The executive officers are elected and appointed by the Directors and hold office until
they resign, are removed or are otherwise disqualified to serve.
|
12
The Board of Directors of the Fund, including the Independent Directors, recommends that
shareholders vote For Proposal 1.
OTHER BUSINESS
The Board and Fund management know of no business to be presented to the Meeting other than the
matters set forth in this Proxy Statement, but should any other matter requiring a vote of
shareholders arise, the proxies will vote thereon according to their best judgment.
OTHER INFORMATION
Information on Independent Registered Certified Public Accounting Firm.
PricewaterhouseCoopers LLP
(PwC) has been selected by the Board as the independent registered certified public accounting
firm to examine the financial statements of the Fund for the fiscal year ending March 31, 2009.
Representatives from PwC are not expected to attend the Meeting or be available to respond to
questions during the Meeting, but they will have the opportunity to issue a statement in advance of
the Meeting if they desire to do so.
Fees
The following table sets forth the aggregate fees billed for professional services rendered by PwC
to the Fund during the two most recent fiscal years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
|
|
|
Audit-Related
|
|
|
|
|
|
All Other
|
|
|
Ended
|
|
Audit Fees
|
|
Fees
|
|
Tax Fees
|
|
Fees
|
|
Totals
|
March 31, 2008
|
|
$
|
38,187
|
|
|
$
|
0
|
|
|
$
|
2,120
|
|
|
$
|
0
|
|
|
$
|
40,307
|
|
March 31, 2007
|
|
$
|
39,670
|
|
|
$
|
0
|
|
|
$
|
2,000
|
|
|
$
|
0
|
|
|
$
|
41,670
|
|
All of the services described in the table above were approved by the Audit Committee pursuant to
its pre-approval policies and procedures listed below.
Non-Audit Service
For the fiscal years ended March 31, 2008, and March 31, 2007, PwC did not provide any non-audit
services to the Fund (other than tax services), the Funds investment adviser, Transamerica Asset
Management, Inc. (TAM or the Adviser) or any entity controlling, controlled by or under common
control with TAM.
Pre-approval Policies and Procedures
The pre-approval policies and procedures of the Fund contained in the Funds Audit Committee
Charter require that the Funds Audit Committee pre-approve all audit services and non-audit
services provided by PwC or any other independent public accountant engaged by the Fund (the
Auditor). The Audit Committee must pre-approve any engagement of the Auditor to provide
non-audit services to (i) the Adviser, and (ii) any entity controlling, controlled by, or under
common control with the Adviser that provides ongoing services to the Fund (entities in (i) and
(ii), hereinafter Service Affiliates) if the services directly relate to the operations and
financial reporting of the Fund (Covered Non-Audit Services). The policies and procedures permit
the Audit Committee to pre-approve the provision of types or categories of non-audit services to
the Fund and Covered Non-Audit Services to the Service Affiliates. The Chairperson of the Audit
Committee is authorized to give such pre-approvals on behalf of the Audit Committee.
The Audit Committee pre-approved 100% of the audit and non-audit fees listed in the table above.
Compliance with Section 16(a) of the Securities Exchange Act of 1934.
Applicable laws require the
Funds officers, Directors and the Adviser, the affiliated persons of the Adviser, and the
beneficial owners of more than 10% of the Funds shares (collectively, Reporting Persons) to file
initial reports of ownership and reports of changes in ownership with the SEC and the New York
Stock Exchange, and to provide copies of these reports to the Fund. Based solely on its review of
the copies of such forms received by it and written representations of certain Reporting Persons,
13
the Fund believes that during the fiscal year ended March 31, 2008, no person owned beneficially
more than 10% of its shares and that its Reporting Persons complied with all applicable filing
requirements.
Fund Service Providers.
The Funds Adviser, TAM, is located at 570 Carillon Parkway, St
Petersburg, Florida 33716. The Funds investment sub-adviser, Transamerica Investment Management,
LLC (TIM), is located at 1111 Santa Monica Boulevard, Suite 820, Los Angeles, California 90025.
The Funds Administrator, Transamerica Fund Services, Inc, is located at 570 Carillon Parkway, St.
Petersburg, Florida 33716.
VOTING INFORMATION
Proxy Solicitation.
In order to obtain the necessary quorum at the Meeting, in addition to
solicitations of proxies by mail, proxy solicitations may also be made by telephone, e-mail or
personal interviews conducted by officers of the Fund, regular employees of TAM, or other
representatives of the Fund. The Fund has retained The Altman Group (Altman) as the Funds proxy
solicitor for the Meeting.
Expenses.
The expense of preparing, printing and mailing the accompanying Proxy, the Notice and
the Proxy Statement will be borne by the Fund. The cost of retaining Altman as the Funds proxy
solicitor for the Meeting is expected to cost approximately $15,000.
Shareholder Voting
. The Board has fixed the close of business on May 2, 2008, as the record date
(the Record Date) for the determination of Fund shareholders entitled to notice of and to vote at
the Meeting. Shareholders of record, as to any matter on which they are entitled to vote, will be
entitled to one vote per share on all business of the Meeting and an appropriate fraction of a vote
for each fractional share. There were 6,318,771 shares outstanding on the Record Date.
Appendix A sets forth the shareholders entitled to cast 5% or more of the Funds votes. To the
best of the Funds knowledge, as of the Record Date, no shareholder was entitled to cast 5% or more
of the Funds votes, except as stated in Appendix A. As of the Record Date, the officers and the
Directors of the Fund as a group beneficially owned less than 1% of the Funds shares.
A quorum constituting a majority of the Funds shares outstanding as of the Record Date represented
in person or by proxy, must be present for the transaction of business at the Meeting. If a quorum
is not present at the Meeting, or if a quorum is present but sufficient votes to approve a proposal
are not received, the persons named as proxies on the enclosed Proxy may propose one or more
adjournments of the Meeting to permit further solicitation of Proxies. In determining whether to
adjourn the Meeting, the following factors may be considered: the nature of the proposals that are
the subject of the Meeting, the percentage of votes actually cast, the percentage of negative votes
actually cast, the nature of any further solicitation and the information to be provided to
shareholders with respect to the reasons for the solicitation. Any adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. A
shareholder vote may be taken on the proposal in this Proxy Statement if sufficient votes have been
received for approval.
Voting.
In order that your shares may be represented at the Meeting, you are requested to:
|
--
|
|
indicate your instructions on the enclosed Proxy;
|
|
|
--
|
|
date and sign the Proxy;
|
|
|
--
|
|
mail the Proxy promptly in the enclosed envelope, which requires no postage if
mailed in the United States; and
|
|
|
--
|
|
allow sufficient time for the Proxy to be received on or before 5:00 p.m.,
Eastern Time, June 27, 2008.
|
If the enclosed Proxy is properly executed and returned in time to be voted at the Meeting, the
shares represented by the Proxy will be voted in accordance with the instructions marked therein.
Unless instructions to the contrary are marked on the Proxy, it will be voted FOR the matters
listed in the accompanying Notice and Proxy. Any shareholder
14
who has given a Proxy has the right to revoke it at any time prior to its exercise either by
attending the Meeting and voting his or her shares in person, or by submitting a letter of
revocation or a later-dated Proxy to the Fund at the above address prior to the date of the
Meeting. However, attendance at the Meeting, by itself, will not revoke a previously-tendered
Proxy.
You may also vote via the Internet, or by telephone. Instructions are enclosed in these materials.
If you elect to vote using one of these methods,
do not
return your Proxy unless you later
elect to change your vote.
Broker-dealer firms holdings shares of the Fund in street name for the benefit of their customers
and clients will request the instructions of such customers and clients on how to vote their shares
on Proposal 1 before the Meeting. If you beneficially own shares that are held in street name
through a broker-dealer, and if you do not give specific voting instructions for your shares, they
may not be voted at all or they may be voted by the broker-dealer in a manner that you may not
intend. Therefore, you are strongly encouraged to give your broker-dealer specific instructions as
to how you want your shares to be voted.
Required Vote.
Approval of Proposal 1, election of the Directors, requires an affirmative vote of
a majority of shares present at the Meeting in person or by Proxy. Fund shareholders will vote
together as a single class on Proposal 1.
Abstentions and broker non-votes will be counted as present at the Meeting. Accordingly, assuming
the presence of a quorum, abstentions and broker non-votes have the effect of a negative vote on
Proposal 1. Broker non-votes occur when the Fund receives a Proxy from a broker or nominee who
does not have discretionary power to vote on a particular matter and the broker or nominee has not
received instructions from the beneficial owner or other person entitled to vote the shares
represented by the Proxy.
Shareholders Proposals.
Shareholders wishing to submit proposals for inclusion in a Proxy
Statement for a subsequent shareholders meeting should send their written proposals to the
Secretary of the Fund at 570 Carillon Parkway, St. Petersburg, Florida 33716. The Fund shall not
be required to consider for inclusion in the Funds Proxy statement and form of Proxy relating to
the Funds 2009 annual meeting of shareholders any proposal
received later than January 30, 2009.
However, timely submission of a proposal does not necessarily mean that the proposal will be
included in the Funds Proxy Statement. If a shareholder fails to give timely notice, then the
persons named as proxies in the proxies solicited by the Board for the Funds annual meeting of
shareholders in 2009 may exercise discretionary voting power, to the extent not prohibited by the
SEC or New York Stock Exchange rules, with respect to any proposal received by the Fund after April
7, 2009.
The Fund is required to hold annual meetings of shareholders. To ensure the presence of a quorum
at the Meeting and to help save the cost of follow-up mailings, prompt execution and return of the
enclosed Proxy is requested.
By Order of the Board of Directors,
Dennis P. Gallagher, Esq.
Vice President, Secretary and General Counsel
May 30, 2008
15
APPENDIX A
SHAREHOLDERS ENTITLED TO CAST 5% OR MORE
OF FUND VOTES
|
|
|
|
|
|
|
|
|
Name and Address of Shareholder
|
|
Number of Votes
|
|
% of Fund
|
A.G. Edwards
|
|
|
597,329
|
|
|
|
9.45
|
%
|
1431 Kingsland Avenue
Pagedale, MO 63133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wilmington Trust Company
|
|
|
479,575
|
|
|
|
7.59
|
%
|
1100 N. Market Street
Wilmington, DE 19801-1243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
|
|
|
422,450
|
|
|
|
6.69
|
%
|
211 Main Street
San Francisco, CA 94105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UBS Financial Services Inc.
|
|
|
370,264
|
|
|
|
5.86
|
%
|
1200 Harbor Blvd., 3
rd
Floor
Weehawken, NJ 07086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Financial Services LLC
|
|
|
331,920
|
|
|
|
5.25
|
%
|
200 Liberty Street
One World Financial Tower, 5
th
Floor
New York, NY 10281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W. Baird & Co., Inc.
|
|
|
326,750
|
|
|
|
5.17
|
%
|
777 E. Wisconsin Avenue
Milwaukee, WI 53202-0672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morgan Stanley
|
|
|
315,831
|
|
|
|
5.00
|
%
|
Harborside Financial Center
Plaza 3, 6
th
Floor
Jersey City, NJ 07311
|
|
|
|
|
|
|
|
|
A-1
APPENDIX B
Transamerica Income Shares, Inc.
Audit Committee Charter
Approved January 8, 2008
Organization and Membership
There shall be a committee of the Board of Directors of the Transamerica Income Shares, Inc. (the
Fund) to be known as the Audit Committee. The Audit Committee shall be composed of at least
three Directors. Audit Committee members shall be independent of the Fund and free of any
relationship that, in the opinion of the Directors, would interfere with their exercise of
independent judgment as a committee member. In particular, each member must meet the independence
and experience requirements of the New York Stock Exchange, Rule 10A-3(b)(1) under the Securities
Exchange Act of 1934 (the Exchange Act), and the rules and regulations of the Securities and
Exchange Commission (the SEC).
The Committee shall have such members as the Board shall determine from time to time. The Board
shall designate one member of the Audit Committee as Committee Chairman, and the Chairman shall
serve for such term as the Board may approve.
Each member of the Audit Committee shall have a basic understanding of finance and accounting and
be able to read and understand fundamental financial statements. At least one member of the Audit
Committee must have accounting or related financial management expertise, in the judgment of the
Board. The Board may presume that an Audit Committee member that is an audit committee financial
expert (as set out in Item 401(h) of Regulation S-K) has accounting or related financial
management expertise.
The Board shall at least annually determine whether any Audit Committee member is an audit
committee financial expert.
Statement of Policy
The Audit Committee shall assist Board oversight of (1) the integrity of the Funds financial
statements, (2) the Funds compliance with legal and regulatory requirements; (3) the independent
auditors qualifications and independence; (4) the performance of the independent auditors; (5)
approve and recommend for appointment or replacement the Funds independent auditors, and (6)
prepare an audit committee report as required by the SEC to be included in the Funds annual proxy
statement. In so doing, the Audit Committee shall seek to maintain free and open means of
communication among the Directors, the independent auditors and the management of the Funds
Adviser. The Audit Committee shall meet periodically with management of the Adviser and the Funds
independent auditors in separate executive sessions. The independent auditors for the Fund shall
report directly to the Audit Committee. 1
|
|
|
1
|
|
The members of the Audit Committee shall not be subject to greater
fiduciary obligations and shall not be subject to a higher standard of care
than the other members of the Board because of their work for the Committee.
|
B-1
Although the Audit Committee shall have the authority and responsibilities set forth in this
Charter, it is not the responsibility of the Audit Committee to plan or conduct audits or to
determine that the Funds financial statements are complete and accurate and are in accordance with
generally accepted accounting principles. That is the responsibility of management and the
independent auditors. Nor is it the duty of the Audit Committee to conduct investigations or to
ensure compliance with laws and regulations. In discharging its duties, the Audit Committee may
rely on the independent auditors, the Funds Chief Financial Officer or Chief Compliance Officer or
any legal or accounting consultant it retains to advise it.
Responsibilities
Fund management has the primary responsibility to establish and maintain systems for accounting,
reporting and internal control.
The Funds independent auditors have the primary responsibility to plan and implement an audit,
with proper consideration given to the accounting, reporting and internal controls. The
independent auditors are ultimately accountable to the Board and Audit Committee. It is the direct
responsibility of the Audit Committee to select, retain, evaluate and replace the independent
auditors and to determine their compensation.
In carrying out its responsibilities the Audit Committee believes its policies and procedures
should remain flexible, in order to react to changing conditions and requirements applicable to the
Fund.
The Audit Committee may delegate any portion of its authority, including the authority to grant
pre-approvals of audit and permitted non-audit services, to one or more members or a subcommittee.
Any decision of the subcommittee to grant pre-approvals shall be presented to the full Audit
Committee at its next regularly scheduled meeting.
The Audit Committee is responsible for the following:
Fund Financial Statements:
1.
|
|
Discussing the Funds annual audited financial statements with Fund management and the
independent auditors.
|
|
2.
|
|
Discussing with management the Funds press releases regarding dividends, as well as
financial information and guidance provided to analysts and rating agencies. This discussion
may be done generally, consisting of discussing the types of information to be disclosed and
the types of presentations to be made. The Chairman of the Audit Committee shall be
authorized to have these discussions with management on behalf of the Audit Committee.
|
|
3.
|
|
Reviewing and discussing (a) major issues regarding accounting principles and financial
statement presentations, including any significant changes in the Funds selection or
application of accounting principles, and major issues as to the adequacy of the Funds
internal controls and any special audit steps adopted in light of material control
deficiencies; (b) analyses prepared by management and/or the independent auditors setting
forth significant financial reporting issues and judgments made in connection with the
preparation of the financial statements, including analyses of the effects of alternative GAAP
methods on the financial statements; (c) the effect of regulatory and accounting initiatives,
as well as off-balance sheet structures, on the financial statements of the Fund; and (d) the
type and presentation of information to be included in dividend press releases (paying
particular attention to any use of pro forma, or adjusted non-GAAP, information), as well
as review any financial information and guidance provided to analysts and rating agencies.
|
B-2
4.
|
|
Reviewing and discussing any reports from the independent auditors regarding (a) all critical
accounting policies and practices to be used; (b) all alternative treatments of financial
information within generally accepted accounting principles that have been discussed with
management, ramifications of the use of such alternative treatments and disclosures, and the
treatment preferred by the independent auditors; and (c) other material written communications
between the independent auditors and management, such as any management letter or schedule of
unadjusted differences.
|
|
5.
|
|
Discussing policies with respect to risk assessment and risk management.
|
|
6.
|
|
Reviewing disclosures made to the Audit Committee by the Funds principal executive officer
and principal financial officer during their certification process for the Funds periodic
reports about any significant deficiencies or material weaknesses in the design or operation
of internal controls and any fraud involving management or other employees who have a
significant role in the Funds internal controls.
|
With respect to the independent auditors:
1.
|
|
Having the sole authority to appoint or replace the independent auditors, subject, if
applicable, to shareholder ratification; and compensating and overseeing the work of the
independent auditors (including the resolution of disagreements between management and the
independent auditors regarding financial reporting), who shall report directly to the Audit
Committee, for the purpose of preparing or issuing an audit report or related work.
|
|
2.
|
|
Meeting with the independent auditors and Fund management to review the scope, fees, audit
plans and staffing for the audit, for the current year and to approve the fees. At the
conclusion of the audit, reviewing such audit results, including the independent auditors
evaluation of the Funds financial and internal controls, any comments or recommendations of
the independent auditors, any audit problems or difficulties and managements response, any
significant changes required from the originally planned audit programs and any adjustments to
such statements recommended by the auditors.
|
|
3.
|
|
Approving, prior to appointment, the engagement of the auditors to provide other audit
services to the Fund or to provide non-audit services to the Fund, the Adviser or any entity
controlling, controlled by, or under common control with the Adviser (Adviser affiliate)
that provides ongoing services to the Fund, if the engagement relates directly to the
operations and financial reporting of the Fund. The Chairman of the Audit Committee shall be
authorized to give such pre-approvals on behalf of the Audit Committee.
|
|
|
|
Developing appropriate policies and procedures for the pre-approval of the engagement of the
Funds independent auditors to provide any of the services described above, (See Attached Audit
Committee Preapproval Policy).
|
|
|
|
Considering whether the non-audit services the Funds auditors provides to the Adviser or any
Adviser affiliate that provides ongoing services to the Fund, to the extent not pre-approved,
are compatible with maintaining the auditors independence.
|
|
|
|
Considering the controls the auditors use and any measures management takes to assure that all
items requiring the Audit Committees preapproval are identified and referred to the Audit
Committee in a timely manner.
|
|
4.
|
|
Obtaining and reviewing a report from the independent auditors at least annually (including a
formal written statement delineating all relationships between the auditors and the Fund)
regarding (a) the independent auditors internal quality-control procedures; (b) any material
issues raised by the most recent internal quality-control review, or peer review, of the audit
firm, or by any inquiry or investigation by governmental or professional
|
B-3
|
|
authorities, including but not limited to the Public Company Accounting Oversight Board
(PCAOB), within the preceding five years, respecting one or more independent audits carried
out by the audit firm; (c) any steps taken to deal with any such issues; and (d) all
relationships between the independent auditors and the Fund and their respective affiliates; and
evaluating the qualifications, performance and independence of the independent auditors,
including their membership in the SEC practice section of the AICPA and their compliance with
all applicable requirements for independence and peer review, and a review and evaluation of the
lead partner, taking into account the opinions of management and discussing such reports with
the independent auditors. The Audit Committee shall present its conclusions with respect to the
independent auditors to the Board.
|
|
5.
|
|
Reviewing any reports from the independent auditors mandated by Section 10A(b) of the
Exchange Act regarding any illegal act detected by the independent auditors (whether or not
perceived to have a material effect on the Funds financial statements) and obtaining from the
independent auditors any information about illegal acts in accordance with Section 10A(b).
|
|
6.
|
|
Monitoring the rotation of the lead (or coordinating) audit partner having primary
responsibility for the audit and the audit partner responsible for reviewing the audit as
required by law, and further considering the rotation of the independent auditor firm itself.
|
|
7.
|
|
Recommending to the Board of Directors policies for the Funds or the Advisers hiring of
employees or former employees of the independent auditors who participated in the audit of the
Fund.
|
Other responsibilities
:
1.
|
|
Reviewing with the Funds and the Advisers counsel legal matters that may have a material
impact on the Funds financial statements or compliance policies.
|
|
2.
|
|
Receiving and reviewing periodic or special reports issued on exposure/controls,
irregularities and control failures related to the Fund.
|
|
3.
|
|
Reviewing with the independent auditors and with Fund management, the adequacy and
effectiveness of the accounting and financial controls of the Fund, and eliciting any
recommendations for the improvement of internal control procedures or particular areas where
new or more detailed controls or procedures are desirable. Particular emphasis should be
given to the adequacy of such internal controls to expose payments, transactions or procedures
that might be deemed illegal or otherwise improper.
|
|
4.
|
|
Discussing with management and the independent auditors any correspondence with regulators or
governmental agencies that raise material issues regarding the Funds financial statements or
accounting policies.
|
|
5.
|
|
Performing an annual performance evaluation of the Audit Committee.
|
|
6.
|
|
Reporting to the Directors on the results of the activities of the Audit Committee.
|
|
7.
|
|
Performing any special reviews, investigations or oversight responsibilities requested by the
Directors.
|
|
8.
|
|
Establishing procedures for the receipt, retention and treatment of complaints received by
the Fund regarding accounting, internal accounting controls or auditing matters, and the
confidential, anonymous submission by employees of concerns regarding questionable accounting
or auditing matters
.
|
B-4
9.
|
|
Reviewing any report required by the Statement of Policy section of this Audit Committee
Charter pursuant to the rules of the SEC to be included in a proxy statement for a fund (
i.e
.,
concise statement of Audit Committees functions, names of Audit Committee members, and number
of meetings held in the last year).
|
Other Powers and Responsibilities
1.
|
|
The Audit Committee shall meet as necessary to carry out its responsibilities hereunder, and
otherwise from time to time as appropriate.
|
|
2.
|
|
The Audit Committee ordinarily shall meet in person, but members may attend telephonically,
and the Audit Committee may act by written consent to the extent permitted by law and the
Funds bylaws.
|
|
3.
|
|
The Audit Committee shall have the authority to meet privately and to invite non-members to
attend its meetings.
|
|
4.
|
|
The Audit Committee shall meet regularly, in separate executive sessions, with
representatives of Fund management and the Funds independent auditors. The Audit Committee
may also request to meet with internal legal counsel and compliance personnel of the Funds
Adviser and with entities that provide significant accounting or administrative services to
the Fund to discuss matters relating to the Funds accounting and compliance as well as other
Fund-related matters. The Audit Committee may also request any officer or employee of the
Funds Adviser or the Funds independent auditors or outside counsel to attend a meeting of
the Audit Committee or to meet with any members of, or consultants to, the Audit Committee.
The Funds independent auditors shall have unrestricted access at any time to Audit Committee
members.
|
|
5.
|
|
The Audit Committee shall prepare and keep minutes of its meetings and document decisions
made outside of its meetings by delegated authority.
|
|
6.
|
|
A majority of the members of the Audit Committee shall constitute a quorum for the
transaction of business at any meeting of the Audit Committee. The action of a majority of
members of the Audit Committee present at a meeting at which a quorum is present shall be the
action of the Audit Committee.
|
|
7.
|
|
The Audit Committee shall have the authority and resources in its discretion to retain
special legal, accounting or other consultants to advise the Audit Committee.
|
|
8.
|
|
The Board shall adopt this charter and may amend it upon its own motion. The Audit Committee
shall review this Charter at least annually and recommend to the Board any changes the Audit
Committee deems appropriate.
|
B-5
Form of
Transamerica Income Shares, Inc.
(the Fund)
Audit Committee Preapproval Policy
1. Statement of Principles
The Audit Committee is required to preapprove audit and non-audit services performed for the
Fund by the independent accountant in order to assure that the provision of such services does not
impair the accountants independence. The Audit Committee also is required to preapprove non-audit
services performed by the Funds independent accountant for the Funds investment adviser, and
certain of the advisers affiliates that provide ongoing services to the Fund, if the services to
be provided by the accountant relate directly to the operations and financial reporting of the
Fund. The preapproval of these services also is intended to assure that the provision of the
services does not impair the accountants independence.
Unless a type of service to be provided by the independent accountant has received
preapproval, it will require separate preapproval by the Audit Committee. Also, any proposed
services exceeding preapproved cost levels will require separate preapproval by the Audit
Committee. When considering services for preapproval the Audit Committee will take into account
such matters as it deems appropriate or advisable, including applicable rules regarding auditor
independence.
The appendices to this Policy describe the Audit, Audit-related, Tax and All Other services
for the Fund, and the Non-Audit services for the Funds investment adviser and its affiliates, that
have the preapproval of the Audit Committee. The term of any preapproval is 12 months from the
date of preapproval, unless the Audit Committee specifically provides for a different period. The
Audit Committee will periodically revise the list of preapproved services based on subsequent
determinations.
Notwithstanding any provision of this Policy, the Audit Committee is not required to
preapprove services for which preapproval is not required by applicable law, including de minimis
and grandfathered services.
2. Delegation
The Audit Committee may delegate preapproval authority to one or more of its members. The member
or members to whom such authority is delegated shall report any preapproval decisions to the
Audit Committee at its next scheduled meeting. By adopting this Policy the Audit Committee
does not delegate to management the Audit Committees responsibilities to preapprove services
performed by the independent auditor.
3. Audit Services
The annual Audit services engagement terms and fees for the Fund will be subject to the
preapproval of the Audit Committee. The Audit Committee will approve, if necessary, any changes in
terms, conditions and fees resulting from changes in audit scope or other matters.
In addition to the annual Audit services engagement approved by the Audit Committee, the Audit
Committee may grant preapproval for other Audit services, which are those services that only the
independent accountant reasonably can provide. The Audit Committee has preapproved the Audit
services listed in Appendix A. All Audit
B-6
services not listed in Appendix A must be separately preapproved by the Audit Committee.
4. Audit-Related Services
Audit-related services are assurance and related services for the Fund that are reasonably
related to the performance of the audit or review of the Funds financial statements or that are
traditionally performed by the independent accountant. The Audit Committee believes that the
provision of Audit-related services does not impair the independence of the accountant, and has
preapproved the Audit-related services listed in Appendix B. All Audit-related services not listed
in Appendix B must be separately preapproved by the Audit Committee.
5. Tax Services
The Audit Committee believes that the independent accountant can provide Tax services to the
Fund such as tax compliance, tax planning and tax advice without impairing the accountants
independence. However, the Audit Committee will not permit the retention of the independent
accountant in connection with a transaction initially recommended by the independent accountant,
the purpose of which may be tax avoidance and the tax treatment of which may not be supported in
the Internal Revenue Code and related regulations. The Audit Committee has preapproved the Tax
services listed in Appendix C. All Tax services not listed in Appendix C must be separately
preapproved by the Audit Committee.
6. All Other Services
The Audit Committee may grant preapproval to those permissible non-audit services for the Fund
classified as All Other services that it believes are routine and recurring services, and would not
impair the independence of the accountant. The Audit Committee has preapproved the All Other
services listed in Appendix D. Permissible All Other services not listed in Appendix D must be
separately preapproved by the Audit Committee.
A list of the SECs prohibited non-audit services is attached to this policy as Exhibit 1.
The SECs rules and relevant guidance should be consulted to determine the precise definitions of
these services and the applicability of exceptions to certain of the prohibitions.
7. Non-Audit Services to the Adviser and Certain Affiliates
The Audit Committee believes that the Funds independent accountant may perform certain
permissible non-audit services for the Funds investment adviser and certain of the advisers
affiliates that relate directly to the operations and financial reporting of the Fund, without
impairing the independence of the accountant. The Audit Committee has preapproved the Non-Audit
services to the adviser and its applicable affiliates listed in Appendix E. Non-Audit services to
the adviser and its affiliates that relate directly to the operations and financial reporting of
the Fund and that are not listed in Appendix E must be separately preapproved by the Audit
Committee.
As noted above, a list of the SECs prohibited non-audit services is attached to this policy
as Exhibit 1.
8. Preapproval Fee Levels
Preapproval fee levels for all services to be provided by the independent accountant to the
Fund, and applicable non-audit services to be provided by the accountant to the Funds investment
adviser and its affiliates, will be established periodically by the Audit Committee. Any proposed
services exceeding these levels will require specific preapproval by the Audit Committee.
B-7
9. Supporting Documentation
With respect to each service that is separately preapproved, the independent auditor will
provide detailed back-up documentation, which will be provided to the Audit Committee, regarding
the specific services to be provided.
10. Procedures
Requests or applications to provide services that require separate approval by the Audit
Committee will be submitted to the Audit Committee by both the independent accountant and the
Funds treasurer, and must include a joint statement as to whether, in their view, the request or
application is consistent with the SECs rules on auditor independence.
Management will promptly report to the Chair of the Audit Committee any violation of this
Policy of which it becomes aware.
B-8
Appendix A
Preapproved Audit Services for Fiscal Year [
]
Dated:
[Month, Year]
Service
Services associated with SEC registration statements, periodic reports and other
documents filed with the SEC or other documents issued in connection with
securities offerings (e.g., consents), and assistance in responding to SEC comment
letters
Consultations by Fund management as to the accounting or disclosure treatment of
transactions or events and/or the actual or potential impact of final or proposed
rules, standards or interpretations by the SEC, FASB, or other regulatory or
standard setting bodies
Fees
Services not to exceed $ XX.XX in the aggregate, or $ XX.XX for any single service.
B-9
Appendix B
Preapproved Audit-Related Services for Fiscal Year [
]
Dated:
[Month, Year]
Service
Due diligence services pertaining to potential Fund mergers
Agreed-upon or expanded audit procedures required to respond to or comply with
financial, accounting or regulatory reporting matters
Internal control reviews and assistance with internal control reporting requirements
Consultations by Fund management as to the accounting or disclosure treatment of
securities, transactions or events and/or the actual or potential impact of final
or proposed rules, standards or interpretations by the SEC, FASB, or other
regulatory or standard-setting bodies
Attest services not required by statute or regulation
Accounting consultations related to accounting, financial reporting or disclosure
matters not classified as Audit services
Assistance with understanding and implementing new accounting and financial
reporting guidance from rule making authorities
Information systems reviews not performed in connection with the audit (e.g.,
application, data center and technical reviews)
Closing balance sheet audits, testing and procedures relating to Fund mergers
Review of the effectiveness of the internal audit function
General assistance with implementing the requirements of SEC rules pursuant to the
Sarbanes-Oxley Act
Fees
Services not to exceed $ XX.XX in the aggregate, or $ XX.XX for any single service.
B-10
Appendix C
Preapproved Tax Services for Fiscal Year [
]
Dated:
[Month, Year]
Service
U.S. federal, state and local tax compliance, planning and advice including consultation
regarding appropriate treatment of items for tax returns, required disclosures,
elections, and filing positions available to the Fund. U.S. tax consulting including
assistance with tax audits and related matters; responding to requests from the Funds
regarding technical interpretations, applicable laws and regulations, and tax accounting;
providing tax advice on mergers, acquisitions, and restructurings. Assistance with
custom audits.
International tax compliance, planning and advice including preparation and review of
local country income, VAT, and GST tax returns; consultation regarding appropriate
treatment of items on the returns, required disclosures, elections and filing positions
available to the Funds; preparation or review of U.S. or other jurisdiction filing
requirements for foreign corporations. Other international tax consulting including
assistance with tax examinations; advice on various matters including foreign tax credit,
foreign income tax, tax accounting, foreign earnings and profits, U.S. treatment of
foreign subsidiary income, VAT, GST, excise tax or equivalent taxes in the jurisdiction;
tax advice on restructurings, mergers, and acquisitions. Assistance with custom audits.
Review of federal, state, local and international income, franchise, and other tax returns
Tax advice and assistance regarding statutory, regulatory or administrative developments
M & A tax due diligence services including: review of the target funds historical tax
filings, review of the target funds tax audit examination history, and hold discussions
with target management and external tax advisors. Advice regarding the target funds
overall tax posture and historical and future tax exposures.
Fees
Services not to exceed $XX.XX in the aggregate, or $ XX.XX for any single service.
B-11
Appendix D
Preapproved All Other Services for Fiscal Year [
]
Dated:
[Month, Year]
Service
Profitability analysis of advisory contracts.
Fees
Services not to exceed $XX.XX in the aggregate.
B-12
Appendix E
Preapproved Non-Audit Services to the Adviser and its applicable Affiliates for Fiscal Year [
]
Dated:
[Month, Year]
Service
Preparation of the annual report on the transfer agent
SAS 70
Fees
Services not to exceed $XX.XX in the aggregate, or $XX.XXfor any single service.
B-13
Exhibit 1
Prohibited Non-Audit Services
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Bookkeeping or other services related to the accounting records or financial statements of
the audit client
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§
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Financial information systems design and implementation
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§
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Appraisal or valuation services, fairness opinions or contribution-in-kind reports
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§
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Actuarial services
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§
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Internal audit outsourcing services
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§
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Management functions
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§
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Human resources
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§
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Broker-dealer, investment adviser or investment banking services
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§
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Legal services
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§
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Expert services unrelated to the audit
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B-14
April 3, 2008 as revised May 1, 2008
APPENDIX C
TRANSAMERICA SERIES TRUST
THE TRANSAMERICA PARTNERS FUNDS GROUP
THE TRANSAMERICA PARTNERS FUNDS GROUP II
TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
THE TRANSAMERICA PARTNERS PORTFOLIO
TRANSAMERICA FUNDS
TRANSAMERICA INCOME SHARES, INC.
TRANSAMERICA INVESTORS, INC.
(each, a Fund and collectively, the Funds)
NOMINATING COMMITTEE CHARTER
The Nominating Committee (the Committee) of the Funds Boards (the Boards) shall be composed
solely of trustees who are not interested persons of the Funds as defined in Section 2(a)(19) of
the Investment Company Act of 1940 (the Independent Trustees). Other members of the Boards,
while not serving as members of the Committee, may assist the Committee in the discharge of its
responsibilities,
e.g.
, by identifying and recommending potential candidates. In addition, at the
request of the Committee, the Funds investment advisers and other service providers will provide
administrative support and other assistance to the Committee.
The Boards shall nominate and elect the members of the Committee and shall designate the Chair of
the Committee. The Chair shall preside at each meeting of the Committee.
A majority of the members of the Committee shall constitute a quorum for the transaction of
business, and the act of a majority of the members of the Committee present at any meeting at which
there is a quorum shall be the act of the Committee.
B.
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OBJECTIVES OF THE COMMITTEE
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The primary purposes and responsibilities of the Committee are to (i) identify individuals
qualified to become members of the Boards in the event that a position is vacated or created, (ii)
consider all candidates proposed to become members of the Boards, subject to the procedures and
policies set forth in this Charter or resolutions of the Boards, (iii) select and nominate, or
recommend for nomination by the Boards, candidates for election as Trustees and (iv) set any
necessary standards or qualifications for service on the Boards.
C.
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BOARD NOMINATIONS AND FUNCTIONS
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1.
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In the event of any vacancies on the Boards, the Committee shall oversee the
process for the identification, evaluation and nomination of potential candidates to
serve on the Boards. The Committee may solicit suggestions for nominations from any
source it deems appropriate.
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C-1
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2.
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The Committee shall evaluate each candidates qualifications for Board
membership, and, with respect to nominees for Independent Trustee membership, their
independence from the Funds investment advisers and other principal service providers.
The Committee shall consider the effect of any relationships beyond those delineated in
the 1940 Act that might impair the independence of a prospective Independent Trustee.
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3.
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In assessing the qualifications of a potential candidate for membership on the
Boards, the Committee may consider the candidates potential contribution to the
operation of the Boards and its committees, and such other factors as it may deem
relevant. Specific desired (but not required) qualities of Independent Trustee
candidates are set forth in Schedule A to this Charter. All equally qualified nominees
will be treated equally in consideration by the Committee. No person shall be qualified
to be a Board member unless the Committee, in consultation with legal counsel, has
determined that such person, if elected as a Trustee, would not cause the Funds to be in
violation of or not in compliance with (a) applicable law, regulation or regulatory
interpretation, (b) its organizational documents, or (c) any policy adopted by the
Boards regarding either the retirement age of Board members or the percentage of a Board
that is to be composed of Independent Trustees.
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4.
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While the Committee is solely responsible for the selection and nomination of
potential candidates to serve on the Boards, the Committee may consider and evaluate
nominations properly submitted by shareholders of the Funds. Nominations proposed by
shareholders will be properly submitted for consideration by the Committee only if the
qualifications and procedures set forth in Schedule B of this Charter, as it may be
amended from time to time by the Committee or the Boards, are met and followed. It
shall be in the Committees sole discretion whether to seek corrections of a deficient
submission or to exclude a nominee from consideration.
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5.
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The Committee shall evaluate, as necessary, the operations and effectiveness of
the Boards as a whole and shall evaluate the composition of the Boards to determine
whether it may be appropriate to add individuals with different backgrounds or skills
from those already on the Boards.
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D.
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OTHER POWERS AND RESPONSIBILITIES
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The Committee shall meet as necessary to carry out its responsibilities hereunder, and otherwise
from time to time as the Chair of the Committee deems appropriate.
The Committee shall have the resources and authority appropriate to discharge its responsibilities,
including the ability to engage and compensate third party consultants from each Funds assets.
The Committee shall periodically assess this Charter and recommend to the Boards any revisions or
modifications that the Committee deems necessary or appropriate to the effective discharge of its
responsibilities.
C-2
SCHEDULE A
RESPONSIBILITIES AND DESIRED QUALITIES
OF INDEPENDENT TRUSTEES
A.
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PRIMARY RESPONSIBILITIES
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The Independent Trustees primary responsibility is management oversight of the Funds on behalf of
shareholders. Diverse responsibilities include review and negotiation of contractual arrangements
with management and other service providers, and oversight and review of service provider
performance, investment performance, compliance, shareholder services and communication with
shareholders.
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Public or private sector stature sufficient to instill confidence.
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High personal and professional integrity.
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Good business sense.
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Ability to commit the necessary time to prepare for and attend meetings.
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Not financially dependent on Trustee retainer and meeting fees.
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C.
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SKILLS, EXPERIENCE AND QUALIFICATIONS FOR DECISION MAKING
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General understanding of balance sheets and operating statements.
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First-hand knowledge of investing.
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Experience in working in highly regulated and complex legal framework.
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Demonstrated ability to maintain independence of management and other service
agents while maintaining a constructive working relationship.
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Ability to be critical, and confrontational if necessary, but in a constructive manner.
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Demonstrated ability to contribute to Board and committee process.
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Ability to consider diverse issues and make timely, well-informed decisions.
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Familiarity with the securities industry.
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Qualification as an Audit Committee Financial Expert.
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Note: The Personal Attributes listed in Section B above should be possessed by all Trustees. The
Skills, Experience and Qualifications listed in Section C include items that should be possessed by
all Trustees as well as items that should be possessed by at least some Trustees.
C-3
SCHEDULE B
PROCEDURES FOR THE COMMITTEES CONSIDERATION OF
CANDIDATES SUBMITTED BY SHAREHOLDERS
A candidate for nomination as Trustee submitted by a shareholder will not be deemed to be properly
submitted to the Committee for the Committees consideration unless the following requirements have
been met and procedures followed:
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1.
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Each eligible shareholder or shareholder group may submit no more than one
nominee each calendar year.
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2.
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The nominee must satisfy all qualifications provided herein and in the Funds
organizational documents, including qualification as a possible Independent Trustee if
the nominee is to serve in that capacity.
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The nominee may not be the nominating shareholder, a member of the
nominating shareholder group or a member of the immediate family of the
nominating shareholder or any member of the nominating shareholder group.
1
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Neither the nominee nor any member of the nominees immediate
family may be currently employed or employed within the year prior to the
nomination by any nominating shareholder entity or entity in a nominating
shareholder group.
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Neither the nominee nor any immediate family member of the nominee
is permitted to have accepted directly or indirectly, during the year of the
election for which the nominees name was submitted, during the immediately
preceding calendar year, or during the year when the nominees name was
submitted, any consulting, advisory, or other compensatory fee from the
nominating shareholder or any member of a nominating shareholder group.
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The nominee may not be an executive officer, director or person
fulfilling similar functions of the nominating shareholder or any member of the
nominating shareholder group, or of an affiliate of the nominating shareholder or
any such member of the nominating shareholder group.
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The nominee may not control the nominating shareholder or any
member of the nominating shareholder group (or, in the case of a holder or member
that is a fund, an interested person of such holder or member as defined by
Section 2(a)(19) of the 1940 Act).
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A shareholder or shareholder group may not submit for consideration
a nominee which has previously been considered by the Committee.
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3.
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In order for the Committee to consider shareholder submissions, the following
requirements must be satisfied regarding the shareholder or shareholder group submitting
the proposed nominee:
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Any shareholder or shareholder group submitting a proposed nominee
must beneficially own, either individually or in the aggregate, more than 5% of a
Funds (or a series thereof) securities that are eligible to vote both at the
time of submission of the nominee and at the time of the Board member election.
Each of the securities used for purposes of calculating this ownership must have
been held continuously for at least two years as of the date of the nomination.
In addition, such securities must continue to be held through the date of the
meeting.
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Terms such as immediate family member and control shall be
interpreted in accordance with the federal securities laws.
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C-4
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The nominating shareholder or shareholder group must also bear the economic
risk of the investment.
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The nominating shareholder or shareholder group must also submit a
certification which provides the number of shares which the person or group has
(a) sole power to vote or direct the vote; (b) shared power to vote or direct the
vote; (c) sole power to dispose or direct the disposition of such shares; and (d)
shared power to dispose or direct the disposition of such shares. In addition the
certification shall provide that the shares have been held continuously for at
least two years.
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4.
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Shareholders or shareholder groups submitting proposed nominees must substantiate
compliance with the above requirements at the time of submitting their proposed nominee
as part of their written submission to the attention of the Funds Secretary, who will
provide all submissions to the Committee. This submission to the Funds must include:
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the shareholders contact information;
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the nominees contact information and the number of applicable Fund
shares owned by the proposed nominee;
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all information regarding the nominee that would be required to be
disclosed in solicitations of proxies for elections of directors required by
Regulation 14A under the Securities Exchange Act of 1934; and
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a notarized letter executed by the nominee, stating his or her
intention to serve as a nominee and be named in a Funds proxy statement, if so
designated by the Committee and the Funds Board.
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5.
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The Committee will consider all submissions meeting the applicable requirements
stated herein that are received by December 31 of the most recently completed calendar
year.
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C-5
TRANSAMERICA
PROXY
TRANSAMERICA INCOME SHARES, INC. (THE FUND)
570 CARILLON PARKWAY
ST. PETERSBURG, FL 33716
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 17, 2008
The undersigned hereby appoints each of John K. Carter and Dennis P. Gallagher as attorney and
proxy with full power of substitution to vote, as designated on the reverse side of this card, all
shares of the Fund, that the undersigned is entitled to provide instructions for at the Annual
Meeting of Shareholders to be held July 17, 2008 at 11:00 a.m., at 570 Carillon Parkway, St.
Petersburg, FL 33716, and at any and all adjournments hereof, and instructs to vote as indicated
with respect to the matters set forth below and described in the Notice of Meeting and Proxy
Statement dated May 30, 2008.
IF THIS PROXY VOTING CARD IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE APPROVAL OF THE PROPOSAL.
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Proxy Voting Card must be signed and dated below.
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Dated:
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, 2008
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Signature(s) if held jointly
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NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON
THIS PROXY VOTING CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian for
a minor, please give full title as such. If a
corporation, please sign in full corporate name
and indicate the signers office. If a partner,
please sign in the partnership name.
5
FOLD HERE
5
Three simple methods to vote your proxy:
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Internet:
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Log on to
www.proxyonline.com
. Make sure to have this
proxy card available when you plan to vote your shares.
You will need the control number found in the box at the
right at the time you execute your vote.
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Touchtone Phone
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Simply dial toll-free 1-866-628-8878 and follow the
automated instructions. Please have this proxy card
available at the time of the call.
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Mail:
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Simply sign, date, and complete the reverse side of this
proxy card and return it in the postage paid envelope
provided.
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PROXY
TRANSAMERICA INCOME SHARES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE TRANSAMERICA INCOME SHARES, INC. WHICH
RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
PLEASE MARK YOUR VOTE BELOW IN BLUE OR BLACK INK. DO NOT USE RED INK.
PROPOSAL 1: To elect ten Directors to the Board of Directors; and
NOMINEES:
(1) Sandra N. Bane
(2) John K. Carter
(3) Leo J. Hill
(4) Neal M. Jewel
(5) Russell A. Kimball, Jr.
(6) Eugene M. Mannella
(7) Norm R. Nielsen
(8) Joyce Galpern Norden
(9) Patricia L. Sawyer
(10) John W. Waechter
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominees name in the space provided above.
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FOR
electing
ALL
the
nominees (except as
marked below)
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WITHHOLD
authority to vote
for
ALL
nominees
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o
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PROPOSAL 2: To conduct such other business as may properly come before the Meeting.
Please sign and date on the reverse side of this card.
Your Vote Is Important!
Please Vote Your Card Today!
IF YOU HAVE ANY QUESTIONS REGARDING THE PROPOSAL, PLEASE CALL (866) 745-0272
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TAG ID: 12345678
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SCANNER BAR CODE
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CUSIP: 893506105
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