ADDITIONAL
INFORMATION
Information about the Adviser
TAM, located at 570 Carillon Parkway, St. Petersburg, Florida 33716,
serves as the Funds investment adviser. TAM is directly owned by Western
Reserve Life Assurance Co. of Ohio (77%) (Western Reserve) and AUSA Holding
Company (23%) (AUSA), both of which are indirect, wholly owned subsidiaries
of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (AEGON USA), a financial
services holding company whose primary emphasis is on life and health insurance,
and annuity and investment products. AEGON USA is owned by AEGON US Holding
Corporation, which is owned by Transamerica Corporation (DE). Transamerica
Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON
International B.V., which is owned by AEGON NV, a Netherlands corporation, and
a publicly traded international insurance group.
Information about Other Service Providers
Transamerica Capital, Inc., 4600 South Syracuse Street, Suite 1100,
Denver, CO 80237, an affiliate of TAM and AUIM, serves as the distributor for
each Fund (other than TIS) pursuant to a written agreement.
Transamerica Fund Services, Inc., 570 Carillon Parkway, St. Petersburg,
Florida 33716, also an affiliate of TAM and AUIM, serves as transfer agent and
administrator for the Funds.
Beneficial Ownership
As of January 21, 2011, the Board Members and officers of each Fund,
individually and as a group, beneficially owned less than 1% of the outstanding
shares of the Fund.
As of January 21, 2011, the persons listed in
Appendix E
owned of record or had the right to vote 5%
or more of the outstanding interests in a Fund.
Shareholder Proposals
As a general matter, neither Transamerica Funds nor TST holds annual
shareholder meetings. Shareholders wishing to submit proposals for inclusion in
a proxy statement for a subsequent meeting (if any) should send their written
proposals to the Secretary of the Fund at 570 Carillon Parkway, St. Petersburg,
Florida 33716.
Proposals relating to Funds that are series of Transamerica Funds or
TST must be received a reasonable time prior to the date of a meeting of
shareholders of the applicable Fund to be considered for inclusion in the proxy
materials for the meeting. Timely submission of a proposal does not, however,
necessarily mean that the proposal will be included. Persons named as proxies
for any subsequent shareholder meeting will vote in their discretion with
respect to proposals submitted on an untimely basis.
Shareholders of TIS wishing to submit proposals for inclusion in a
proxy statement for its next annual shareholder meeting should send their
written proposals to the Secretary of the Fund at 570 Carillon Parkway, St.
Petersburg, Florida 33716 no later than February 11, 2011 in order to be
included in the Funds proxy statement and form of proxy relating to that
subsequent meeting. Notice of a proposal will be considered untimely if it is
submitted after February 11, 2011. 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 2011 may exercise discretionary voting power, to the extent
permitted by NYSE rules, with respect to any such proposal.
Shareholder Communications
Shareholders of a Fund may mail written communications to the Funds
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
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).
8
Shareholders Sharing the Same Address
As permitted by law, each Fund will deliver only one copy of this Joint
Proxy Statement to shareholders or owners of variable annuity contracts and
variable life policies, as applicable, (for purposes of this paragraph,
collectively, shareholders) residing at the same address, unless such
shareholders have notified the Fund of their desire to receive multiple copies
of the shareholder reports and proxy statements the Fund sends. If you would
like to receive an additional copy, please contact your Fund by writing to the
address shown on the front page of this Joint Proxy Statement or by calling the
Funds at (888) 233-4339. The Fund will then promptly deliver, upon request,
a separate copy of this Joint Proxy Statement to any shareholder residing at an
address to which only one copy was mailed. Shareholders wishing to receive
separate copies of each Funds shareholder reports and proxy statements in the
future, and shareholders sharing an address that wish to receive a single copy
if they are receiving multiple copies, should also send a request as indicated.
Fiscal Year
The fiscal year end for each of Transamerica Flexible Income,
Transamerica Money Market and Transamerica Short-Term Bond is October 31. The
fiscal year end for each of Transamerica Money Market VP and Transamerica U.S.
Government Securities VP is December 31. The fiscal year end for TIS is
March 31.
General
Management does not intend to present and does not have reason to
believe that any other items of business will be presented at the Meeting.
However, if other matters are properly presented to the Meeting for a vote, the
proxies will be voted by the persons acting under the proxies upon such matters
in accordance with their judgment of the best interests of the applicable Fund.
A list of shareholders entitled to be present and to vote at the
Meeting will be available at the offices of the Funds, 570 Carillon Parkway,
St. Petersburg, Florida 33716, for inspection by any shareholder during regular
business hours beginning ten days prior to the date of the Meeting.
Failure of a quorum to be present at the Meeting will necessitate
adjournment. The persons named in the enclosed proxy may also move for an
adjournment of the Meeting to permit further solicitation of proxies with respect
to any of the proposals if they determine that adjournment and further
solicitation are reasonable and in the best interests of shareholders. Under
the By-Laws of Transamerica Funds and TST, a meeting may be adjourned by action
of the person presiding over such meeting if a quorum is not present with
respect to any matter or, even if a quorum is present with respect to a matter,
a meeting may be adjourned by the affirmative vote of a majority of the shares
present in person or represented by proxy at the meeting. The By-Laws of TIS
provide that the person presiding at a meeting may adjourn or postpone the
meeting from time to time with respect to one or more matters, whether or not a
quorum is present with respect to any such matter.
Information About the Funds
Each of the Funds is subject to the informational requirements of the
Exchange Act and certain other federal securities statutes, and files reports
and other information with the SEC. Proxy materials, reports and other
information filed by the Funds can be inspected and copied at the Public
Reference Facilities maintained by the SEC at 100 F Street NE, Washington, DC
20549. The SEC maintains an Internet web site (http://www.sec.gov), which
contains other information about the Funds.
Please submit your voting instructions promptly by signing and dating
each enclosed proxy card and returning it in the accompanying postage-paid
return envelope OR by following the enclosed instructions for providing voting
instructions by telephone or by the Internet.
To ensure the presence of a quorum at the Meeting, we request prompt
execution and return of the enclosed proxy. A self-addressed, postage-paid
envelope is enclosed for your convenience.
By Order of
the Boards,
Dennis P.
Gallagher
Vice President, General Counsel and Secretary
February [ ],
2011
9
Appendix
A
Number of Shares Outstanding
The following
table lists, with respect to each Fund, the total number of shares outstanding
and the net assets of the Fund on January 21, 2011.
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Fund
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Number
of Shares Outstanding
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Net Assets
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Transamerica
Flexible Income
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25,740,548.320
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$
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231,356,668.72
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Transamerica
Money Market
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213,908,840.012
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$
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213,923,692.95
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Transamerica
Money Market VP
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611,830,013.679
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$
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612,223,933.19
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Transamerica
Short-Term Bond
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275,698,901.464
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$
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2,864,749,130.35
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Transamerica
U.S. Government Securities VP
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47,176,638.071
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$
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612,060,205.66
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Transamerica
Income Shares, Inc.
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6,318,771.00
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$
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142,236,374.67
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A-1
Appendix
B
F
ORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
AEGON USA INVESTMENT MANAGEMENT, LLC
This
Agreement, entered into as of [_____], 2011 by and between Transamerica Asset
Management, Inc., a Florida corporation (referred to herein as TAM) and AEGON
USA Investment Management, LLC, an Iowa limited liability company (referred to
herein as the Sub-adviser).
TAM
is the investment adviser to [Transamerica Funds] [Transamerica Series Trust]
[(the Trust), an open-end investment company] [Transamerica Income Shares,
Inc. (TIS), a closed-end investment company] registered under the Investment
Company Act of 1940 (collectively with the rules and regulations promulgated
thereunder and any exemptive orders thereunder, the 1940 Act). TAM wishes to
engage the Sub-adviser to provide certain investment advisory services to [each
series of the Trust listed on
Schedule A
hereto (the
[Fund/Portfolio])] [TIS]. The Sub-adviser desires to furnish services for
[the Trust] [TIS] and to perform the functions assigned to it under this
Agreement for the considerations provided. Accordingly, the parties have agreed
as follows:
1. Appointment
.
In accordance with the [Investment Advisory Agreement between the Trust and
TAM] [Assumption of Management and Investment Advisory Agreement between TIS
and TAM] (the Advisory Agreement), TAM hereby appoints the Sub-adviser to act
as sub-adviser with respect to [the Fund/Portfolio] [TIS] for the period and on
the terms set forth in this Agreement. The Sub-adviser accepts such appointment
and agrees to render or cause to be rendered the services set forth for the
compensation herein specified.
2.
Sub-advisory Services
. In its capacity as sub-adviser to [the
Fund/Portfolio] [TIS], the Sub-adviser shall have the following
responsibilities:
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(a)
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Subject to the supervision of the [Trusts Board of Trustees] [Board
of Directors of TIS] (the Board) and TAM, the Sub-adviser shall regularly
provide [the Fund/Portfolio] [TIS] with respect to such portion of [the
Funds/Portfolios] [TISs] assets as shall be allocated to the Sub-adviser
by TAM from time to time (the Allocated Assets) with investment research,
advice, management and supervision and shall furnish a continuous investment
program for the Allocated Assets consistent with [the Funds/Portfolios]
[TISs] investment objectives, policies and restrictions, as stated in [the
Funds/Portfolios current Prospectus and Statement of Additional
Information] [TISs registration statement as amended or supplemented from
time to time], and subject to such other restrictions and limitations as
directed by the officers of TAM or [the Trust] [TIS] by notice in writing to
the Sub-adviser. The Sub-adviser shall, with respect to the Allocated Assets,
determine from time to time what securities and other investments and
instruments will be purchased, retained, sold or exchanged by [the
Fund/Portfolio] [TIS] and what portion of the Allocated Assets will be held
in the various securities and other investments in which [the Fund/Portfolio]
[TIS] invests, and shall implement those decisions (including the negotiation
and execution of investment documentation and agreements, including, without limitation, swap, futures,
options and other agreements with counterparties, on [the
Funds/Portfolios] [TISs] behalf as the
Sub-adviser deems appropriate from time to time in order to carry out its
responsibilities hereunder, provided the Sub-adviser provides TAM prompt
notice of any new investment agreements and any material amendments to
existing investment agreements and the opportunity for legal review),
all subject to the provisions of [the Trusts Declaration of Trust] [TISs
Articles of Incorporation] and By-Laws (collectively, the Governing
Documents), the 1940 Act and the applicable rules and regulations
promulgated thereunder by the Securities and Exchange Commission (the SEC),
interpretive guidance issued thereunder by the SEC staff and any other
applicable federal and state law, as well as the investment objectives, policies
and restrictions of [the Fund/Portfolio] [TIS] referred to above, any written
instructions and directions of the Board or TAM provided to the Sub-adviser
from time to time, and any other specific policies adopted by the Board and
disclosed to the Sub-adviser. The Sub-advisers responsibility for providing
investment research, advice, management and supervision to [the
Fund/Portfolio] [TIS] is limited to that discrete portion of [the
Fund/Portfolio] [TIS] represented by the Allocated Assets and the Sub-adviser
is prohibited from directly or indirectly consulting with any other
Sub-adviser for a portion of [the Funds/Portfolios] [TISs] assets
concerning [Fund/Portfolio] transactions [for TIS] in securities or other
assets. The Sub-adviser is authorized as the agent of [the Trust] [TIS] to
give instructions with respect to the Allocated Assets to the custodian of
[the Fund/Portfolio] [TIS] as to deliveries of securities and other
investments and payments of cash for the account of [the Fund/Portfolio] [TIS].
Subject to applicable provisions of the 1940 Act, the investment program to
be provided hereunder may entail the investment of all or substantially all
of the assets of [the Fund/Portfolio] [TIS] in one or more investment
companies.
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(b)
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The Sub-adviser will place orders pursuant to its investment
determinations for [the Fund/Portfolio] [TIS] either directly with the issuer
or with any broker or dealer, foreign currency dealer, futures commission
merchant or others selected by it. In connection with the selection of such
brokers or dealers and the placing of such orders, subject to applicable law,
brokers or dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the Securities Exchange
Act of 1934, as amended (the Exchange Act)) to [the Fund/Portfolio] [TIS]
and/or the other accounts over which the Sub-adviser or its affiliates
exercise investment
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B-1
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discretion. The Sub-adviser is authorized to pay a broker or dealer
who provides such brokerage and research services a commission for executing
a portfolio transaction for [the Fund/Portfolio] [TIS] which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Sub-adviser determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction or
the overall responsibilities which the Sub-adviser and its affiliates have
with respect to accounts over which they exercise investment discretion. The
Board may adopt policies and procedures that modify and restrict the
Sub-advisers authority regarding the execution of [the Funds/Portfolios]
[TISs] portfolio transactions provided herein.
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(c)
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[The Fund/Portfolio] [TIS] hereby authorizes any entity or person
associated with the Sub-adviser which is a member of a national securities
exchange to effect any transaction on the exchange for the account of [the
Fund/Portfolio] [TIS] which is permitted by Section 11(a) of the Exchange Act
and Rule 11a2-2(T) thereunder, and [the Fund/Portfolio] [TIS] hereby consents
to the retention of compensation for such transactions in accordance with
Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Sub-adviser
agrees that it will not deal with itself, or with [Trustees of the Trust]
[Directors of TIS] [or any principal underwriter of the Fund/Portfolio], as
principals or agents in making purchases or sales of securities or other
property for the account of [the Fund/Portfolio] [TIS], nor will it purchase
any securities from an underwriting or selling group in which the Sub-adviser
or its affiliates is participating, or arrange for purchases and sales of
securities between [the Fund/Portfolio] [TIS] and another account advised by
the Sub-adviser or its affiliates, except in each case as permitted by the
1940 Act and in accordance with such policies and procedures as may be
adopted by [the Fund/Portfolio] [TIS] from time to time, and will comply with
all other provisions of the Governing Documents and [the Funds/Portfolios
then-current Prospectus and Statement of Additional Information] [TISs registration
statement as amended or supplemented from time to time] relative to the
Sub-adviser and its directors and officers.
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(d)
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Unless TAM advises the Sub-adviser in writing that the right to vote
proxies has been expressly reserved to TAM or [the Trust] [TIS] or otherwise
delegated to another party, the Sub-adviser shall exercise voting rights
incident to any security purchased with, or comprising a portion of, the
Allocated Assets, in accordance with the Sub-advisers proxy voting policies
and procedures without consultation with TAM or [the Fund/Portfolio] [TIS].
The Sub-adviser agrees to furnish a copy of its proxy voting policies and
procedures, and any amendments thereto, to TAM.
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(e)
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The Sub-adviser will monitor the security valuations of the Allocated
Assets. If the Sub-adviser believes that [the Funds/Portfolios] [TISs]
carrying value for a security does not fairly represent the price that could
be obtained for the security in a current market transaction, the Sub-adviser
will notify TAM promptly. In addition, the Sub-adviser will be available to
consult with TAM in the event of a pricing problem and to participate in [the
Trusts] [TISs] Valuation Committee meetings.
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3. Activities
of the Sub-adviser
. Nothing in this Agreement shall limit or
restrict the right of any director, officer, or employee of the Sub-adviser to
engage in any other business or to devote his or her time and attention in part
to the management or other aspects of any other business, whether of a similar nature
or a dissimilar nature, nor to limit or restrict the right of the Sub-adviser
to engage in any other business or to render services of any kind, including
investment advisory and management services, to any other fund, firm,
individual or association. If the purchase or sale of securities for [the
Fund/Portfolio] [TIS] and one or more other accounts of the Sub-adviser is
considered at or about the same time, transactions in such securities will be
allocated among the accounts in a manner deemed equitable by the Sub-adviser.
Such transactions may be combined, in accordance with applicable laws and
regulations, and consistent with the Sub-advisers policies and procedures as
presented to the Board from time to time.
4. Allocation
of Charges and Expenses
. During the term of this Agreement, [the
Fund/Portfolio] [TIS] will bear all expenses not expressly assumed by TAM or
the Sub-adviser incurred in the operation of [the Fund/Portfolio and the
offering of its shares] [TIS]. Without limiting the generality of the
foregoing:
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(a)
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[The Fund/Portfolio] [TIS] shall pay its allocable share of (i) fees
payable to TAM pursuant to the Advisory Agreement; (ii) the cost (including
brokerage commissions, if any) incurred in connection with purchases and sales
of [the Funds/Portfolios] [TISs] portfolio securities; (iii) expenses of
organizing [the Fund/Portfolio] [TIS]; (iv) filing fees and expenses relating
to registering and qualifying and maintaining the registration and
qualification of [the Funds/Portfolios] [TISs] shares for sale under
federal and state securities laws; (v) the compensation, fees and
reimbursements paid to [the Trusts non-interested Trustees] [TISs
non-interested Directors]; (vi) custodian and transfer agent fees; (vii)
legal and accounting expenses allocable to [the Fund/Portfolio] [TIS],
including costs for local representation in [the Trusts] [TISs]
jurisdiction of organization and fees and expenses of special counsel, if
any, for the independent [Trustees] [Directors]; (viii) all federal, state
and local tax (including stamp, excise, income and franchise taxes) and the
preparation and filing of all returns and reports in connection therewith;
(ix) cost of certificates, if any, and delivery to purchasers;
(x) expenses of preparing and filing reports with federal and state
regulatory authorities; (xi) expenses of shareholders meetings and of
preparing, printing and distributing proxy statements (unless otherwise
agreed to by [the Trust] [TIS] and TAM); (xii) costs of any liability,
uncollectible items
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B-2
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of deposit and other insurance or fidelity bonds; (xiii) any costs,
expenses or losses arising out of any liability of, or claim for damage or
other relief asserted against, [the Trust] [TIS] for violation of any law; (xiv)
expenses of preparing, typesetting and printing prospectuses and supplements
thereto for existing shareholders and of reports and statements to
shareholders; (xv) fees and expenses in connection with membership in
investment company organizations [and 12b-1 fees]; and (xvi) any
extraordinary expenses incurred by [the Trust on behalf of the Fund] [TIS].
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(b)
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TAM shall pay all expenses incurred by it in the performance of its
duties under this Agreement. TAM shall also pay all fees payable to the Sub-adviser
pursuant to this Agreement.
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(c)
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The Sub-adviser shall pay all expenses incurred by it in the
performance of its duties under this Agreement. The Sub-adviser shall
authorize and permit any of its directors, officers and employees, who may be
elected as [Trustees] [Directors] or officers of [the Trust] [TIS], to serve
in the capacities in which they are elected, and shall pay all compensation,
fees and expenses of such [Trustees] [Directors] and officers.
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5. Obligation to Provide Information
. Each
partys obligation to provide information shall be as follows:
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(a)
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TAM shall cause the Sub-adviser to be kept fully informed at all
times with regard to the securities owned by [the Fund/Portfolio] [TIS], its
funds available, or to become available, for investment, and generally as to
the condition of [the Funds/Portfolios] [TISs] affairs. TAM shall furnish
the Sub-adviser with such other documents and information with regard to [the
Funds/Portfolios] [TISs] affairs as the Sub-adviser may from time to time
reasonably request.
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(b)
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The Sub-adviser, at its expense, shall supply the Board, the officers
of [the Trust] [TIS] and TAM with all information and reports reasonably
required by them and reasonably available to the Sub-adviser relating to the
services provided by the Sub-adviser hereunder, including such information
[the Funds/Portfolios] [TISs] Chief Compliance Officer reasonably believes
necessary for compliance with Rule 38a-1 under the 1940 Act.
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6. Compensation
of the Sub-adviser
. As compensation for the services performed by
the Sub-adviser, TAM shall pay the Sub-adviser out of the advisory fee it
receives with respect to [the Fund/Portfolio] [TIS], and only to the extent
thereof, as promptly as possible after the last day of each month, a fee,
computed daily at an annual rate set forth [opposite the Funds/Portfolios
name] on Schedule A annexed hereto. The first payment of the fee shall be made
as promptly as possible at the end of the month succeeding the effective date
of this Agreement, and shall constitute a full payment of the fee due the
Sub-adviser for all services prior to that date. If this Agreement is
terminated as of any date not the last day of a month, such fee shall be paid
as promptly as possible after such date of termination, shall be based on the
average daily net assets of [the Fund/Portfolio] [TIS] or, if less, the portion
thereof comprising the Allocated Assets, in that period from the beginning of
such month to such date of termination, and shall be that proportion of such
average daily net assets as the number of business days in such period bears to
the number of business days in such month. The average daily net assets of [the
Fund/Portfolio] [TIS], or portion thereof comprising the Allocated Assets,
shall in all cases be based only on business days and be computed as of the
time of the regular close of business of the New York Stock Exchange, or such
other time as stated in [the Funds/Portfolios then-current Prospectus] [TISs
registration statement as amended or supplemented from time to time] or as may
be determined by the Board.
7.
Compensation of [Trustees] [Directors], Officers and Employees.
No [Trustee] [Director], officer or employee of [the Trust or the Fund/Portfolio]
[TIS] shall receive from [the Trust or the Fund/Portfolio] [TIS] any salary or
other compensation as such [Trustee] [Director], officer or employee while he
is at the same time a director, officer, or employee of the Sub-adviser or any
affiliated company of the Sub-adviser, except as the Board may decide. This
paragraph shall not apply to [Trustees] [Directors], executive committee
members, consultants and other persons who are not regular members of the
Sub-advisers or any affiliated companys staff.
8. Term
.
This Agreement shall remain in effect with respect to [the Fund/Portfolio]
[TIS] until the expiration of the time period provided by Rule 15a-4 under the
1940 Act unless sooner approved by a vote of a majority of [the Funds/Portfolios]
[TISs] outstanding voting securities. If approved by a vote of a majority of
[the Funds/Portfolios] [TISs] outstanding voting securities, the Agreement
shall continue in effect for two years from the date of its execution. The
Agreement shall continue in effect from year to year thereafter, provided such
continuance is specifically approved at least annually by the vote of a
majority of the [Trustees] [Directors] who are not parties hereto or interested
persons of any such party, cast in person at a meeting called for the purpose
of voting on the approval of the terms of such renewal, and by either the Board
or the affirmative vote of a majority of outstanding voting securities of [the
Fund/Portfolio] [TIS].
9.
Termination
. This Agreement may be terminated with respect to
[the Fund/Portfolio] [TIS] at any time, without penalty, by the Board or by the
shareholders of [the Fund/Portfolio] [TIS] acting by vote of at least a
majority of its outstanding voting securities. This Agreement may also be
terminated by TAM upon written notice to the Sub-adviser, without the payment
of any penalty. The Sub-adviser may terminate the Agreements only upon giving
90 days advance written notice to TAM. This Agreement shall terminate
automatically in the event of its assignment by the Sub-adviser and shall not
be assignable by TAM without the
B-3
consent of the Sub-adviser. [For the avoidance of doubt, it is
understood that this Agreement may be amended, terminated or not renewed as to
one or more [Funds/Portfolios] without affecting the other [Funds/Portfolios]
hereunder.]
10. Use of
Name
. If this Agreement is terminated with respect to [the
Fund/Portfolio] [TIS] and the Sub-adviser no longer serves as sub-adviser to
[the Fund/Portfolio] [TIS], the Sub-adviser reserves the right to withdraw from
[the Trust] [TIS] the right to the use of its name with respect to [that
Fund/Portfolio] [TIS] or any name misleadingly implying a continuing
relationship between [the Fund/Portfolio] [TIS] and the Sub-adviser or any of
its affiliates.
11. Liability
of the Sub-adviser
. The Sub-adviser may rely on information
reasonably believed by it to be accurate and reliable. The Sub-adviser assumes
no responsibility under this Agreement other than to render the services called
for hereunder, in good faith, and shall not be liable for any error of judgment
or mistake of law, or for any loss arising out of any investment or for any act
or omission in the execution of securities transactions for [the Fund/Portfolio]
[TIS], provided that nothing in this Agreement shall protect the Sub-adviser
against any liability to TAM or [the Fund/Portfolio] [TIS] to which the
Sub-adviser would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties hereunder. As used in this
Section 11, the term the Sub-adviser shall include any affiliates of the
Sub-adviser performing services for [the Trust or the Fund/Portfolio] [TIS]
contemplated hereby and the partners, shareholders, directors, officers and
employees of the Sub-adviser and such affiliates.
12. Meanings
of Certain Terms
. For the purposes of this Agreement, [the
Funds/Portfolios] [TISs] net assets shall be determined as provided in
[the Funds/Portfolios then-current Prospectus and Statement of Additional
Information] [TISs registration statement as amended or supplemented from time
to time] and the terms assignment, interested person, and majority of the
outstanding voting securities shall have the meanings given to them by Section
2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC
by any rule, regulation or order.
13. Amendments
.
No provision of this Agreement may be changed, waived, discharged or terminated
orally with respect to [the Fund/Portfolio] [TIS], but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. No material amendment of the Agreement
shall be effective with respect to [the Fund/Portfolio] [TIS] until approved,
if so required by the 1940 Act, by vote of the holders of a majority
outstanding voting securities of [that Fund/Portfolio] [TIS]. [Schedule A
hereto may be amended at any time to add additional series of the Trust as
agreed by the Trust, TAM and the Sub-adviser.]
14. Books and
Records
. The Sub-adviser agrees that it will keep records relating
to its services hereunder in accordance with all applicable laws, and in
compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Sub-adviser hereby agrees that any records that it maintains for [the
Fund/Portfolio] [TIS] are the property of [the Fund/Portfolio] [TIS], and
further agrees to surrender promptly to [the Fund/Portfolio] [TIS] any of such
records upon [the Funds/Portfolios] [TISs] request. The Sub-adviser further
agrees to arrange for the preservation of the records required to be maintained
by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under
the 1940 Act.
15.
Miscellaneous
. This Agreement embodies the entire agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof. Should any
part of this Agreement be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding on and shall inure to the benefit of
the parties hereto and their respective successors.
16. Governing
Law
. This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Florida and
the applicable provisions of the 1940 Act.
17.
Interpretation.
Nothing contained herein shall be deemed to
require [the Trust] [TIS] to take any action contrary to its Governing
Documents, or any applicable statutory or regulatory requirement to which it is
subject or by which it is bound, or to relieve or deprive the Board of its
responsibility for and control of the conduct of the affairs of [the Trust]
[TIS].
The
parties hereto have caused this Agreement to be executed by their duly authorized
signatories as of the date and year first above written.
|
|
|
|
TRANSAMERICA ASSET MANAGEMENT, INC.
|
|
|
|
|
By:
|
|
|
|
|
|
Name:
Christopher A. Staples
|
|
Title:
Senior Vice President and Chief Investment Officer
|
|
|
|
|
AEGON USA INVESTMENT MANAGEMENT, LLC
|
|
|
|
|
By:
|
|
|
|
|
|
Name:
|
|
Title:
|
B-4
SCHEDULE A
|
|
|
[Fund/Portfolio]
|
|
Investment
Sub-advisory Fee*
|
|
|
|
|
|
0.175% of the first $250
million
|
[Transamerica AEGON Flexible
Income
|
|
0.125% over $250 million up
to $350 million
|
|
|
0.0875% in excess of $350
million
|
|
|
|
Transamerica AEGON Money
Market
|
|
0.15%
|
|
|
|
Transamerica AEGON
Short-Term Bond
|
|
0.25% of the first $250
million
|
|
0.20% over $250 million up
to $500 million
|
|
0.175% over $500 million up
to $1 billion
|
|
0.15% in excess of $1
billion]
|
|
|
|
[Transamerica AEGON Money
Market VP
|
|
0.15%
|
|
|
|
Transamerica AEGON U.S.
Government Securities VP
|
|
0.15%]
|
|
|
|
[Transamerica Income Shares,
Inc.
|
|
0.50%]
|
|
|
|
*
|
As a percentage of average
daily net assets on an annual basis.
|
|
|
|
B-5
A
ppendix C
Sub-Advisory Agreements
(Dates, Approvals and Fees)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Date of Current Sub-Advisory Agreement
|
|
Date Current Sub-Advisory Agreement Last Submitted for
Shareholder Approval
|
|
Date Current Sub-Advisory Agreement Last Approved by
Trustees
|
|
Date New Sub-Advisory Agreement Approved by Trustees
|
|
Amount Paid to Current Sub-Adviser During the Funds
Last Fiscal Year
|
|
Current Sub-Advisory fee (as a percentage of average
daily net assets)
1
|
|
New Sub-Advisory Fee (as a percentage of average daily
net assets)
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Flexible Income
|
|
March 1, 2004
(as amended)
|
|
February 25, 2005
|
|
June 10, 2010
|
|
January 19, 2011
|
|
$
|
507,677
|
|
Up to $250 million - 0.175%
$250 million up to $350 million - 0.125% Over $350 million - 0.0875%
2
|
|
Up to $250 million - 0.175%
$250 million up to $350 million - 0.125% Over $350 million - 0.0875%
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Money Market
|
|
March 1, 2002
(as amended)
|
|
February 25, 2005
|
|
June 10, 2010
|
|
January 19, 2011
|
|
$
|
243,748
|
|
0.15%
|
|
0.15%
|
|
C-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Date of Current Sub-Advisory Agreement
|
|
Date Current Sub-Advisory Agreement Last Submitted for
Shareholder Approval
|
|
Date Current Sub-Advisory Agreement Last Approved by
Trustees
|
|
Date New Sub-Advisory Agreement Approved by Trustees
|
|
Amount Paid to Current Sub-Adviser During the Funds
Last Fiscal Year
|
|
Current Sub-Advisory fee (as a percentage of average
daily net assets)
1
|
|
New Sub-Advisory Fee (as a percentage of average daily
net assets)
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Money Market VP
|
|
May 1, 2002
(as amended)
|
|
April 19, 2005
|
|
June 10, 2010
|
|
January 19, 2011
|
|
$
|
797,074
|
|
0.15%
|
|
0.15%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Short-Term Bond
|
|
June 15, 2004
(as amended)
|
|
February 25, 2005
|
|
June 10, 2010
|
|
January 19, 2011
|
|
$
|
3,525,252
|
|
Up to $250 million - 0.25%
$250 million up to $500 million - 0.20% $500 million up to $1 billion -
0.175% Over $1 billion - 0.15%
3
|
|
Up to $250 million - 0.25%
$250 million up to $500 million - 0.20% $500 million up to $1 billion -
0.175% Over $1 billion - 0.15%
3
|
|
C-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Date of Current Sub-Advisory Agreement
|
|
Date Current Sub-Advisory Agreement Last Submitted for
Shareholder Approval
|
|
Date Current Sub-Advisory Agreement Last Approved by
Trustees
|
|
Date New Sub-Advisory Agreement Approved by Trustees
|
|
Amount Paid to Current Sub-Adviser During the Funds
Last Fiscal Year
|
|
Current Sub-Advisory fee (as a percentage of average
daily net assets)
1
|
|
New Sub-Advisory Fee (as a percentage of average daily
net assets)
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica U.S. Government
Securities VP
|
|
May 1, 2002
(as amended)
|
|
April 19, 2005
|
|
June 10, 2010
|
|
January 19, 2011
|
|
$
|
1,015,910
|
|
0.15%
|
|
0.15%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Income Shares,
Inc.
|
|
January 1, 2000
(as amended)
|
|
July 11, 2002
|
|
June 10, 2010
|
|
January 19, 2011
|
|
$
|
649,613
|
|
0.50%
2
|
|
0.50%
2
|
|
|
|
|
|
|
1
|
Sub-advisory fees are paid
by the Adviser and not by the Fund.
|
|
|
|
|
|
2
|
Less any amount reimbursed
pursuant to the Funds expense limitation.
|
|
|
|
|
|
3
|
The current sub-adviser to
the Fund and proposed new sub-adviser, AEGON USA Investment Management, LLC,
have voluntarily agreed to waive their sub-advisory fees to:
|
|
|
|
0.20% of the first $250
million of average daily net assets;
|
|
|
|
0.15% of average daily net
assets over $250 million up to $500 million;
|
|
|
|
0.125% of average daily net
assets over $500 million up to $1 billion;
|
|
|
|
0.10% of average daily net
assets in excess of $1 billion
|
C-3
A
ppendix D
Directors and Principal Officers of the New
Sub-Adviser
AEGON USA Investment Management, LLC (AUIM)
|
|
Name
|
Position
with AUIM
|
|
|
Eric B.
Goodman
|
Manager,
President & Chief Investment Officer
|
Bradley J.
Beman
|
Executive
Vice President Head of Fixed Income
|
David L.
Blankenship
|
Manager,
Executive Vice President and Head of Fixed Income and Distribution
|
Kirk W.
Buese
|
Executive
Vice President Private and Structured Finance
|
David M.
Carney
|
Manager,
Executive Vice President and Chief Operating Officer
|
Joel L.
Coleman
|
Manager,
Executive Vice President Portfolio Management
|
Daniel P.
Fox
|
Executive
Vice President Risk Management
|
Terry L.
Leitch
|
Executive
Vice President Derivatives
|
Garry E.
Creed
|
Senior Vice
President
|
Mark E. Dunn
|
Senior Vice
President
|
Robert
Fitzsimmons
|
Senior Vice
President
|
Michael C.
Fogliano
|
Senior Vice
President
|
Kevin A.
Giles
|
Senior Vice
President New Initiatives
|
David R.
Halfpap
|
Senior Vice
President
|
Karen E.
Hufnagel
|
Senior Vice
President
|
William L.
Hurwitz
|
Senior Vice
President
|
Neil Madsen
|
Senior Vice
President
|
Calvin W.
Norris
|
Senior Vice
President
|
Eric C.
Perry
|
Senior Vice
President
|
Stephanie M.
Phelps
|
Senior Vice
President, Treasurer and Chief Financial Officer
|
James K.
Schaeffer, Jr.
|
Senior Vice
President
|
Sarvjeev S.
Sidhu
|
Senior Vice
President
|
Michael B.
Simpson
|
Senior Vice
President
|
Jon L.
Skaggs
|
Senior Vice
President
|
Robert A.
Smedley
|
Senior Vice
President
|
Douglas A.
Weih
|
Senior Vice
President
|
Jeffrey A.
Whitehead
|
Senior Vice
President
|
John F.
Bailey
|
Vice
President
|
James K.
Baskin
|
Vice
President
|
Gregg A.
Botkin
|
Vice
President
|
Martin
Coppens
|
Vice
President
|
Douglas A.
Dean
|
Vice
President
|
Bradley D.
Doyle
|
Vice
President
|
Mark D.
Evans
|
Vice
President
|
Charles V.
Ford
|
Vice
President
|
Scott P.
Hassenstab
|
Vice
President
|
Eric
Henderson
|
Vice
President
|
William J.
Henricksen
|
Vice
President
|
Frederick B.
Howard
|
Vice
President
|
John D.
Kettering
|
Vice
President
|
Stephen M.
Lempa
|
Vice
President
|
Angela S.
Matson
|
Vice
President
|
Clayton R.
McBride
|
Vice
President
|
Christopher
D. Pahlke
|
Vice
President
|
Michael J.
Parrish
|
Vice
President
|
Greg A.
Podhajsky
|
Vice
President
|
Joshua D.
Prieskorn
|
Vice
President
|
Stacey S.
Rutledge
|
Vice
President
|
Michael S.
Smith
|
Vice
President
|
D-1
|
|
Name
|
Position
with AUIM
|
|
|
J. Staley
Stewart
|
Vice
President
|
Debra R.
Thompson
|
Vice
President
|
Michael A.
Urban
|
Vice
President
|
James Rich
|
Vice
President
|
Jason
Felderman
|
Vice
President
|
Rishi Goel
|
Vice
President
|
Paul Johnson
|
Vice
President Internal Communications
|
Paul J. Houk
|
General
Counsel and Secretary
|
Jessica L.
Cole
|
Chief
Compliance Officer
|
Clint L.
Woods
|
Assistant
Secretary
|
Renee D.
Montz
|
Assistant
Secretary
|
Monty
Jackson
|
Assistant
Secretary
|
Daniel L.
Seward
|
Assistant
Treasurer
|
Stephanie L.
Steele
|
Assistant
Treasurer
|
D-2
A
ppendix E
5% Share Ownership
As of January
21, 2011, the following persons owned of record the amounts indicated of the
shares of the class of the Fund indicated:
|
|
|
|
|
|
|
Name & Address
|
|
Fund Name
|
|
Class
|
|
Percent
|
|
|
|
|
|
|
|
Citigroup
Global Markets Inc.
333 W 34th St., FL 7
New York NY 10001-2402
|
|
Transamerica
Flexible Income
|
|
A
|
|
5.27%
|
|
|
|
|
|
|
|
Merrill
Lynch Pierce Fenner & Smith Inc.
4800 Deer Lake Dr. E., FL 2
Jacksonville FL 32246-6484
|
|
Transamerica
Flexible Income
|
|
B
|
|
14.03%
|
|
|
|
|
|
|
|
Merrill
Lynch Pierce Fenner & Smith Inc.
4800 Deer Lake Dr. E., FL 2
Jacksonville FL 32246-6484
|
|
Transamerica
Flexible Income
|
|
C
|
|
31.77%
|
|
|
|
|
|
|
|
Citigroup
Global Markets Inc.
333 W 34th St., FL 7
New York NY 10001-2402
|
|
Transamerica
Flexible Income
|
|
C
|
|
5.62%
|
|
|
|
|
|
|
|
Merrill
Lynch Pierce Fenner & Smith Inc.
4800 Deer Lake Dr. E., FL 2
Jacksonville FL 32246-6484
|
|
Transamerica
Flexible Income
|
|
I
|
|
43.87%
|
|
|
|
|
|
|
|
LPL
Financial
9785 Towne Centre Dr.
San Diego CA 92121-1968
|
|
Transamerica
Flexible Income
|
|
I
|
|
19.97%
|
|
|
|
|
|
|
|
Prudential
Investment Mgmt Services LLC
3 Gateway Center, FL 10
100 Mulberry St., Ml Stp NJ 05-11-20
Newark NJ 07102-4000
|
|
Transamerica
Flexible Income
|
|
I
|
|
16.45%
|
|
|
|
|
|
|
|
Transamerica
Asset Allocation - Moderate Portfolio
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
Flexible Income
|
|
I2
|
|
38.98%
|
|
|
|
|
|
|
|
Transamerica
Asset Allocation - Moderate VP
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
Flexible Income
|
|
I2
|
|
20.19%
|
|
|
|
|
|
|
|
Transamerica
Asset Allocation - Conservative Portfolio
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
Flexible Income
|
|
I2
|
|
14.56%
|
|
|
|
|
|
|
|
Transamerica
Asset Allocation - Moderate Growth VP
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
Flexible Income
|
|
I2
|
|
14.47%
|
|
|
|
|
|
|
|
Transamerica
Asset Allocation - Conservative VP
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
Flexible Income
|
|
I2
|
|
10.37%
|
|
|
|
|
|
|
|
Frontier
Trust Company FBO
Bills Volume Sales 401(k) Plan
PO Box 10758
Fargo ND 58106-0758
|
|
Transamerica
Money Market
|
|
C
|
|
9.54%
|
|
|
|
|
|
|
|
Citigroup
Global Markets Inc.
333 W 34th St., FL 7
New York NY 10001-2402
|
|
Transamerica
Money Market
|
|
C
|
|
5.87%
|
|
|
|
|
|
|
|
Transamerica
Asset Management Inc
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
Money Market
|
|
I
|
|
90.61%
|
|
|
|
|
|
|
|
Raymond
James & Associates, Inc.
FBO Richard D Miller & Julia A Miller Ten/By/Enty
17618 Woodland St
Roseville MI 48066-2828
|
|
Transamerica
Money Market
|
|
I
|
|
9.39%
|
E-1
|
|
|
|
|
|
|
Name & Address
|
|
Fund Name
|
|
Class
|
|
Percent
|
|
|
|
|
|
|
|
Transamerica
Asset Allocation - Conservative Portfolio
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
Money Market
|
|
I2
|
|
30.65%
|
|
|
|
|
|
|
|
Transamerica
Multi-Manager Alternative Strategies Portfolio
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
Money Market
|
|
I2
|
|
27.18%
|
|
|
|
|
|
|
|
Transamerica
Asset Allocation - Moderate Portfolio
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
Money Market
|
|
I2
|
|
24.24%
|
|
|
|
|
|
|
|
Universal
Life Insurance Company
Omnibus Money Market Account
PO Box 2145
San Juan PR 00922-2145
|
|
Transamerica
Money Market
|
|
I2
|
|
16.37%
|
|
|
|
|
|
|
|
Reid A Evers
1333 Valley View Rd., Apt 28
Glendale CA 91202-1734
|
|
Transamerica
Money Market
|
|
P
|
|
6.52%
|
|
|
|
|
|
|
|
Transamerica
Life Insurance Company
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
Money Market VP
|
|
Initial
|
|
33.42%
|
|
|
|
|
|
|
|
Western
Reserve Life Assurance Co of Ohio
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
Money Market VP
|
|
Initial
|
|
13.12%
|
|
|
|
|
|
|
|
Western
Reserve Life Assurance Co of Ohio
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
Money Market VP
|
|
Initial
|
|
10.42%
|
|
|
|
|
|
|
|
Transamerica
Life Insurance Company
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
Money Market VP
|
|
Initial
|
|
9.41%
|
|
|
|
|
|
|
|
Western
Reserve Life Assurance Co of Ohio
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
Money Market VP
|
|
Initial
|
|
6.22%
|
|
|
|
|
|
|
|
Transamerica
Life Insurance Company
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
Money Market VP
|
|
Service
|
|
28.52%
|
|
|
|
|
|
|
|
Transamerica
Life Insurance Company
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
Money Market VP
|
|
Service
|
|
25.94%
|
|
|
|
|
|
|
|
Western
Reserve Life Assurance Co of Ohio
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
Money Market VP
|
|
Service
|
|
11.56%
|
|
|
|
|
|
|
|
Transamerica
Life Insurance Company
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
Money Market VP
|
|
Service
|
|
6.30%
|
|
|
|
|
|
|
|
Transamerica
Life Insurance Company
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
Money Market VP
|
|
Service
|
|
5.63%
|
|
|
|
|
|
|
|
Prudential
Investment Management Services LLC
FBO Mutual Fund Clients
Gateway Center 3-10th FL
100 Mulberry St., Ml Stp NJ 05-11-20
Newark NJ
07102
|
|
Transamerica
Short-Term Bond
|
|
A
|
|
7.69%
|
Citigroup Global Markets Inc.
333 W 34th St., FL 7
New York NY 10001-2402
|
|
Transamerica
Short-Term Bond
|
|
A
|
|
7.60%
|
|
|
|
|
|
|
|
Merrill
Lynch Pierce Fenner & Smith Inc.
4800 Deer Lake Dr. E., FL 2
Jacksonville FL 32246-6484
|
|
Transamerica
Short-Term Bond
|
|
C
|
|
16.32%
|
E-2
|
|
|
|
|
|
|
Name & Address
|
|
Fund Name
|
|
Class
|
|
Percent
|
|
|
|
|
|
|
|
Citigroup
Global Markets Inc.
333 W 34th St., FL 7
New York NY 10001-2402
|
|
Transamerica
Short-Term Bond
|
|
C
|
|
7.14%
|
|
|
|
|
|
|
|
Merrill
Lynch Pierce Fenner & Smith Inc.
4800 Deer Lake Dr. E., FL 2
Jacksonville FL 32246-6484
|
|
Transamerica
Short-Term Bond
|
|
I
|
|
50.43%
|
|
|
|
|
|
|
|
Prudential
Investment Management Services LLC
FBO Mutual Fund Clients
Gateway Center 3-10th FL
100 Mulberry St., Ml Stp NJ 05-11-20
Newark NJ 07102
|
|
Transamerica
Short-Term Bond
|
|
I
|
|
18.50%
|
|
|
|
|
|
|
|
LPL
Financial
9785 Towne Centre Dr
San Diego CA 92121-1968
|
|
Transamerica
Short-Term Bond
|
|
I
|
|
7.94%
|
|
|
|
|
|
|
|
Transamerica
Asset Allocation - Moderate VP
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
Short-Term Bond
|
|
I2
|
|
26.10%
|
|
|
|
|
|
|
|
Transamerica
Asset Allocation - Conservative VP
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
Short-Term Bond
|
|
I2
|
|
22.15%
|
|
|
|
|
|
|
|
Transamerica
Asset Allocation - Moderate Growth VP
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
Short-Term Bond
|
|
I2
|
|
19.71%
|
|
|
|
|
|
|
|
Transamerica
Asset Allocation - Moderate Portfolio
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
Short-Term Bond
|
|
I2
|
|
12.97%
|
|
|
|
|
|
|
|
Transamerica
Asset Allocation - Conservative Portfolio
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
Short-Term Bond
|
|
I2
|
|
11.11%
|
|
|
|
|
|
|
|
Transamerica
Asset Allocation - Moderate Growth Portfolio
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
Short-Term Bond
|
|
I2
|
|
6.09%
|
|
|
|
|
|
|
|
Transamerica
Life Insurance Company
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
U.S. Government Securities VP
|
|
Initial
|
|
32.57%
|
|
|
|
|
|
|
|
Transamerica
International Moderate Growth VP
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
U.S. Government Securities VP
|
|
Initial
|
|
27.56%
|
|
|
|
|
|
|
|
Transamerica
Life Insurance Company
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
U.S. Government Securities VP
|
|
Initial
|
|
11.86%
|
|
|
|
|
|
|
|
Transamerica
Life Insurance Company
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
U.S. Government Securities VP
|
|
Initial
|
|
8.67%
|
|
|
|
|
|
|
|
Western
Reserve Life Assurance Co of Ohio
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
U.S. Government Securities VP
|
|
Service
|
|
19.67%
|
|
|
|
|
|
|
|
Transamerica
Life Insurance Company
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
U.S. Government Securities VP
|
|
Service
|
|
16.73%
|
|
|
|
|
|
|
|
Transamerica
Life Insurance Company
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
U.S. Government Securities VP
|
|
Service
|
|
12.06%
|
|
|
|
|
|
|
|
Transamerica
Life Insurance Company
570 Carillon Pkwy
St Petersburg FL 33716-1294
|
|
Transamerica
U.S. Government Securities VP
|
|
Service
|
|
10.36%
|
E-3
|
|
|
|
|
|
|
Name & Address
|
|
Fund Name
|
|
Class
|
|
Percent
|
|
|
|
|
|
|
|
Western
Reserve Life Assurance Co of Ohio
570 Carillon Parkway
St Petersburg FL 33716-1294
|
|
Transamerica
U.S. Government Securities VP
|
|
Service
|
|
6.52%
|
|
|
|
|
|
|
|
Cede & Co.
P.O. Box 20
Bowling Green Station
New York, NY 10274-0020
|
|
Transamerica Income Shares, Inc.
|
|
N/A
|
|
85.00%
|
|
|
|
|
|
|
|
E-4
FORM OF PROXY CARD
|
|
|
|
|
PROXY
|
|
PROXY FOR A SPECIAL
MEETING OF SHAREHOLDERS
ON March 18, 2011
|
|
PROXY
|
This proxy is solicited on behalf of the Board of [Trustees/Directors]
of [_____] [, on behalf of its series,] [_____] (the Fund). The undersigned
hereby appoint(s) John K. Carter and Dennis P. Gallagher, and each of them, as
attorneys and proxies of the undersigned, with full power of substitution, to
vote for the undersigned all shares of beneficial interest of the Fund with
respect to which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held at the offices of Transamerica Asset
Management, Inc. at 570 Carillon Parkway, St. Petersburg, Florida 33716, on
March 18, 2011, at 11:00 a.m. (Eastern Time), and at any and all
adjournments or postponements thereof, with all the power the undersigned would
possess if personally present.
The undersigned acknowledges receipt of the accompanying Notice of
Special Meeting of Shareholders and Joint Proxy Statement and revokes any proxy
previously given with respect to the Special Meeting.
The shares represented by this proxy will be voted as instructed. The
proxies are authorized in their discretion to vote upon such other matters as
may come before the meeting or any adjournment or postponement thereof. The
proxies intend to vote with management on any such other business properly
brought before the meeting or any adjournment or postponement thereof.
|
|
|
|
|
|
|
Note:
Signature(s) should be exactly as name
or names appearing on this proxy. If shares are held jointly, EITHER holder
may sign. If signing is by attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation or partnership,
please sign in full corporate or partnership name by an authorized officer.
|
|
|
|
|
|
Signature(s)
|
|
|
|
|
|
Title (if
applicable)
|
|
|
|
|
|
Date
|
|
NOTE: YOUR PROXY CARD IS NOT VALID UNLESS IT
IS SIGNED.
|
FUND
|
[Transamerica
Flexible Income
|
Transamerica
Money Market
|
Transamerica
Money Market VP
|
Transamerica
Short-Term Bond
|
Transamerica
U.S. Government Securities VP
|
Transamerica
Income Shares, Inc.]
|
VOTING OPTIONS
Read your proxy statement and have it at hand
when voting.
|
|
|
|
|
|
|
VOTE ON THE
|
|
or VOTE BY PHONE
|
|
or VOTE BY MAIL
|
|
or VOTE IN
|
INTERNET
|
|
|
|
|
|
PERSON
|
Log on to:
|
|
Call [-----]
|
|
Vote, sign and date
|
|
Attend Shareholder
|
[-----]
|
|
Follow the recorded
|
|
this Proxy Card and
|
|
Meeting
|
Follow the on-screen
|
|
instructions available
|
|
return in the postage-
|
|
570 Carillon Parkway
|
instructions available
|
|
24 hours
|
|
paid envelope
|
|
St. Petersburg, FL
|
24 hours
|
|
|
|
|
|
on March 18, 2011
|
|
|
|
|
|
|
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 18, 2011. THE PROXY
STATEMENT FOR THIS SPECIAL MEETING IS AVAILABLE AT [_____].
THE BOARD OF
[TRUSTEES/DIRECTORS] RECOMMENDS A VOTE FOR PROPOSAL 1.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK
INK. Example:
n
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
1.
|
To approve a new sub-advisory agreement with a new sub-adviser.
|
|
|
|
|
|
|
|
[Transamerica
Flexible Income
|
|
o
|
|
o
|
|
o
|
|
Transamerica
Money Market
|
|
o
|
|
o
|
|
o
|
|
Transamerica
Money Market VP
|
|
o
|
|
o
|
|
o
|
|
Transamerica
Short-Term Bond
|
|
o
|
|
o
|
|
o
|
|
Transamerica
U.S. Government Securities VP
|
|
o
|
|
o
|
|
o
|
|
Transamerica
Income Shares, Inc.]
|
|
o
|
|
o
|
|
o
|
|
|
|
|
|
|
|
|
2.
|
To transact such other business as may properly come before the
meeting and any adjournments thereof.
|
|
|
|
|
|
|
Please vote, date and sign this Proxy Card
and return it promptly in the enclosed envelope.
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