SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

Securities Exchange Act of 1934

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

Check the appropriate box:

TRANSAMERICA FUNDS

TRANSAMERICA SERIES TRUST

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS

(Name of Registrant as Specified in its Charter)

N/A

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

Payment of Filing Fee (Check the appropriate box):

TRANSAMERICA FUNDS

Transamerica Dividend Focused

TRANSAMERICA SERIES TRUST

Transamerica Barrow Hanley Dividend Focused VPTRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS

1801 California Street, Suite 5200

Denver, Colorado 80202

October 21, 2020September 1, 2021

Dear Shareholder or Policyowner:Investor:

A special meeting of shareholdersholders of or, as applicable, policyowners investing in (together, the “Shareholders”)your Transamerica Dividend Focused, a series of Transamerica Funds, and Transamerica Barrow Hanley Dividend Focused VP, a series of Transamerica Series Trust (each series, a “Fund” and collectively, the “Funds”),fund is scheduled to be held as a virtual meeting on November 25, 2020,1, 2021 at 10:00 a.m. (Mountain Time) for Transamerica Dividend Focused, and on November 25, 2020, at 11:00 a.m. (Mountain Time) for Transamerica Barrow Hanley Dividend Focused VP (for each Fund a “Special Meeting” and collectively, the “Special Meetings”)time).

In light of the public health concerns regarding the ongoing coronavirus (COVID-19)COVID-19 pandemic and taking into account related ordersto support the health and guidance issued by federal, state and local governmental bodies,safety of fund holders, the Board of Trustees of each Fund hasMembers responsible for your fund have determined that the Fund’s Special Meetingspecial meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. The details on how to participate in the virtual Special Meetingsspecial meeting are included in the followingenclosed joint proxy statement.

At the respective Special Meeting:

Shareholders of Transamerica Dividend Focusedspecial meeting, you are being asked to approve a new sub-advisory agreement with Aegon Asset Management UK plc (“AAM”), an affiliateelect Board members of your fund. Nine of the eleven nominees are independent of Transamerica Asset Management, Inc. (“TAM”), the Fund’s investment manager.

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

TAM acts as a manager of managers for the Funds pursuant to an exemptive order from the Securitiesmanagement, and Exchange Commission. Under the termsnine of the exemptive order, TAM may not enter into a sub-advisory agreement with any affiliated sub-adviser without such agreement being approved by the shareholderseleven nominees already serve as Board Members of theyour fund.

We are seeking your approval of these proposalsthis proposal through the enclosed joint proxy statement, which we invite you to review closely.

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

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

ShareholdersHolders of record of each Fundyour fund as of the close of business on October 8, 2020August 6, 2021 are entitled to vote at the relevant Special Meetingspecial meeting and any adjournments or postponements thereof. Whether or not you plan to virtually attend the special meeting and regardless of how many shares you own or the size of the interestinterests you hold, your vote is very important to us. By responding promptly, you will save the expense of additional follow-up mailings and solicitations. Please vote today.

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

If you have any questions about voting, please call Computershare Fund Services, Inc. (“Computershare”), the funds’ proxy solicitor, toll-free at 1-888-233-4339866-963-6126. for Transamerica Funds, or 1-800-851-9777 for Transamerica Series Trust.

TABLE OF CONTENTS

IMPORTANT INFORMATION FOR SHAREHOLDERSFUND HOLDERS

Please read the full text of the enclosed joint proxy statement.Joint Proxy Statement.

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

QUESTIONS AND ANSWERS

Transamerica Funds Proposal I: ApproveThe Investment Company Act of 1940 requires that holders elect a Newfund’s Board Members under certain circumstances. As a general matter, the Board may fill vacancies as long as, after the Board fills the vacancy, at least Sub-Advisorytwo-thirds Agreement for Transamerica Dividend Focused (“TF Dividend Focused”): Shareholders are being asked to vote on a new sub-advisory agreement with a new sub-adviser, Aegon Asset Management UK plc (“AAM”). Transamerica Asset Management, Inc. (“TAM”) serves as investment manager to TF Dividend Focused, and AAM is affiliated with TAM. In connection with the proposed change in sub-adviser, there would also be changes to the name, principal investment strategies, management fee schedule and sub-advisory fee schedule for TF Dividend Focused as described in this joint proxy statement. If approved by Shareholders, it is anticipated that the change in sub-adviser and related changes would occur on or about December 1, 2020. At that time, among other things, TF Dividend Focused is expected to be renamed Transamerica Sustainable Equity Income.

Transamerica Series Trust Proposal I: Approve a New Sub-Advisory Agreement for Transamerica Barrow Hanley Dividend Focused VP (“TST Dividend Focused VP”): Shareholders are being asked to vote on a new sub-advisory agreement with a new sub-adviser, AAM. As noted above, AAM is affiliated with TAM, who serves as investment manager to TST Dividend Focused VP. In connection with the proposed change in sub-adviser, there would also be changes to the name, principal investment strategies, management fee schedules and sub-advisory fee schedules for TST Dividend Focused VP as described in this joint proxy statement. If approved by Shareholders, it is anticipated that the change in sub-adviser and related changes would occur on or about December 1, 2020. At that time, among other things, TST Dividend Focused VP is expected to be renamed Transamerica Aegon Sustainable Equity Income VP.

Under the terms of the TAM’s managerBoard Members have been elected by shareholders. Six of managers exemptive order, TAM maythe current nine Board Members were elected by holders. Nine of the eleven nominees, including these six, already serve as Board Members of your fund. The two new nominees, both of whom are independent of Transamerica management, could not enter into a sub-advisory agreement with any affiliated sub-adviser without such agreement being approvedbe appointed by the shareholders ofBoard without the fund.

The implementation of a proposal is not contingent uponBoard falling below the approval of the other proposal.

In connection with the proposed appointment of AAM as sub-advisertwo-thirds to each of TF Dividend Focused and TST Dividend Focused VP, it is anticipated that TF Dividend Focused would be renamed “Transamerica Sustainable Equity Income” and TST Dividend Focused VP would be renamed “Transamerica Aegon Sustainable Equity Income VP.” There would also be changes to each Fund’s principal investment strategies and principal risks, as noted below and further described in each proposal. These changes do not require approval by the Fund shareholders.

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If the new-sub-advisory agreement is approved, AAM would implement an active strategy that generally invests in large and middle U.S. capitalization companies, focusing on those that pay dividends and that the sub-adviser views as having a favorable sustainability profile. In pursuing each Fund’s investment objective, AAM would look to buy stocks and hold them over multi-year periods in an effort to benefit from the compounding effects of increasing dividends.requirement. In addition, by electing Board Members now, the sub-adviser would seekBoard will be able to invest in stocks it views as having positive sustainability credentials. AAM considers stocks with positive sustainability credentials to be stocks that have been determined by AAM as likely to perform well based on environmental, social and/or governance (ESG) factors. Each Fund’s principal investment strategies would noappoint new Board Members for a longer includeperiod of time without holder approval and the current limitation to invest only in stocks that have a consecutive 25-year historyexpense and delay of paying cash dividends. It is also expected that each Fund’s portfolio would include a significant technology weighting whereas the Funds currently have none. If the change in sub-adviser is approved, each Fund would be subject to the followingconducting additional principal risks: Sustainability Investing risk, Derivatives risk, Leveraging risk and Investments by Affiliated Funds and Unaffiliated Funds risk.holder meetings.

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

PLEASE CAST YOUR VOTE NOW

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TRANSAMERICA FUNDS

Transamerica Dividend Focused

TRANSAMERICA SERIES TRUST

Transamerica Barrow Hanley Dividend Focused VPTRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS

1801 California Street, Suite 5200

Denver, COColorado 80202

NOTICE OF A JOINT SPECIAL MEETINGSMEETING OF SHAREHOLDERSHOLDERS

Scheduled toTo be Heldheld Virtually on November 25, 20201, 2021

Please take notice that a Special Meetingjoint special meeting of shareholdersholders of or, as applicable, policyowners investing in (together, the “Shareholders”) Transamerica Dividend Focused, aeach series of Transamerica Funds, and Transamerica Barrow Hanley Dividend Focused VP, a series of Transamerica Series Trust and Transamerica Asset Allocation Variable Funds identified below (each series, a “Fund” and collectively, the “Funds”), is scheduled to be held as a virtual meeting on November 25, 2020,1, 2021 at 10:00 a.m. (Mountain Time) for Transamerica Dividend Focused, and on November 25, 2020, at 11:00 a.m. (Mountain Time) for Transamerica Barrow Hanley Dividend Focused VP,time) (the “Special Meeting”), to consider and vote on the following proposals:

Transamerica Funds:

Transamerica Series Trust:

After careful consideration, of the proposal, the Board of Trustees of eachyour Fund approved Proposal I for the Fund and recommends that Shareholdersyou vote “FOR” the proposal for the Fund.proposal.

Each ShareholderHolders of record of each Fund at the close of business on October 8, 2020 isAugust 6, 2021 are entitled to notice of and to vote at the Fund’s Special Meeting and any adjournments or postponements thereof.

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

October 21, 2020September 1, 2021

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

The proxy materials for the Funds will be available to review at: http:at https://vote.proxyonline.transamerica/docs/proxy2020.pdfwww.transamerica.com/media/tf-trustee-election-proxy-statement_tcm145-123705.pdf. A paper or email copy of the proxy materials may be obtained, without charge, by contacting the Funds’ proxy solicitor, AST Fund Solutions, LLCComputershare, at 1-888-605-1956.866-963-6126.

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

Funds Holding a Special Meeting on November 1, 2021

Transamerica Funds

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TRANSAMERICA FUNDS

Transamerica Dividend Focused

TRANSAMERICA SERIES TRUST

Transamerica Barrow Hanley Dividend Focused VPTRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS

1801 California Street, Suite 5200

Denver, COColorado 80202

JOINT PROXY STATEMENT

Introduction

This Joint Proxy Statement (“Joint Proxy Statement”) is furnished in connection with the solicitation of proxies by the Boards of Trustees (theor the Managing Board (each a “Board” and each member of a Board,Trustee, a “Board Member”) of Transamerica Dividend Focused (“TF Dividend Focused”), a serieseach of the Transamerica Funds (“Transamerica Funds”TF”), and Transamerica Barrow Hanley Dividend Focused VP (“TST Dividend Focused VP”), a series of Transamerica Series Trust (“TST”) and Transamerica Asset Allocation Variable Funds (“TAAVF”) (each, a “Trust”; together, the “Trusts”) funds or subaccounts listed in the accompanying Notice of a Joint Special Meeting of Holders (each, a “Fund” and, collectively,; together, the “Funds”). The proxies are being solicited for use at a joint special meeting of shareholders, policyowners or contract holders of or, as applicable, policyowners investing in (together, the “Shareholders”), each FundFunds to be held as a virtual meeting on November 25, 2020, at 10:00 a.m. (Mountain Time) for Transamerica Dividend Focused, andtime) on November 25, 2020, at 11:00 a.m. (Mountain Time) for Transamerica Barrow Hanley Dividend Focused VP (for each Fund,1, 2021 (each, a “Special Meeting” and collectively, the “Special Meetings”), and at any and all adjournments or postponements thereof. The Special MeetingsMeeting will be held for the purposes set forth in the accompanying Notice of a Joint Special MeetingsMeeting of Shareholders.Holders.

The Board of each of Transamerica Funds and TST, each an open-end management investment company that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”),Trust has determined that the use of this Joint Proxy Statement for each Fund’sTrust’s Special Meeting is in the best interests of each FundTrust, the applicable Funds and its respective Shareholderstheir holders in light of the similar matters being considered and voted on by the Shareholders with respect toholders of each of the Funds. The Special Meetings are being held together for convenience, but each Special Meeting is a separate meeting of the relevant Trust. At each Special Meeting of a Trust, holders of each Fund in the Trust will vote together on the election of Board Members for that Trust. This Joint Proxy Statement and the accompanying materials (for TST and TAAVF) or a Notice of Internet Availability of Proxy Materials (for TF) are being first mailed by the Boards to Shareholders of each Fundholders on or about October 23, 2020.September 1, 2021.

PLEASE NOTE: The Special MeetingsMeeting will be held virtually over the internet. To attend, vote, and submit any questions at the Special Meetings,Meeting, please register using your control number located on the proxy card or voting instruction form at attendameeting@astfinancial.com.https://meetings.computershare.com/MQZ5FS4.

In order for beneficial owners of shares registered in the name ofheld through an intermediary, such as a bank or broker, bank, or other nominee to attend, participate, and vote at the virtual Special Meetings,Meeting, you must first obtain aregister in advance. To register you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare, the Funds’ proxy solicitor. You may forward an email from your intermediary or attach an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time, three business days prior to the meeting date. You will receive a confirmation email from Computershare of your registration and a control number that will allow you to vote at the relevant broker, bank, or other nominee and then register your attendance ahead of the applicable Special Meeting at attendameeting@astfinancial.com.Meeting.

Each of Transamerica FundsTF and TST isare each organized as a Delaware statutory trust. TST Dividend Focused VP,TAAVF is a segregated investment account of Transamerica Financial Life Insurance Company (“TFLIC”). The Trusts are investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Funds that are series of TST isare offered to variable annuity and variable life insurance separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policiespolicies. Funds that are series of TAAVF are group variable annuity contracts offered as funding vehicles for certain retirement plans and to certain asset allocation portfolios. Though the only shareholders of TST Dividend Focused VP are the insurance company separate accounts and the asset allocation portfolios, and policyowners are not shareholders of the Fund, for ease of reference shareholders and policyowners are collectively referred in this Joint Proxy Statement as “Shareholders,” and the shares or beneficial interests that they hold in the Funds are sometimes referred to as “interests.”other investors.

In certain cases, for ease of comprehension, the term “Fund” is used in this Joint Proxy Statement where it may be more precise to refer to the Trust“Trust” of which the Fund is a series. In addition, for purposes of this Joint Proxy Statement, the term “shareholder” (when used to refer to the beneficial holder of ownership interests in a Fund) shall also be deemed to include holders of variable annuity contracts and variable life insurance policies.

You are being askedentitled to vote at the Special Meeting of each Fund inof which you held interestsare a shareholder as of the close of business on October 8, 2020August 6, 2021 (the “Record Date”). Each ShareholderShareholders of record of athe Fund that are series of TF and TST at the close of business on the Record Date isare entitled to one vote for each dollar of net asset value of the Fund represented by the Shareholder’sshareholder’s shares of the applicable Fund (with proportional fractional votes for fractional shares). Shareholders of record of the Funds that are series of TAAVF at the close of business on the Record Date are entitled to one vote per $100 (with proportional fractional votes for amounts less than $100) of the dollar value of the accumulation account for the shareholder’s credit in a contract held in the applicable fund subaccount. The net assets and total number of shares of each Fund outstanding and the net assets of each Fund at the close of business on the Record Date were as follows:is shown in Appendix A.

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TF Dividend Focused

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

TST Dividend Focused VP

The FundFund(s) with respect to which your vote is being solicited is named on the proxy card included with this Joint Proxy Statement.Statement (references herein to proxy cards include voting instruction forms provided to the holders of variable annuity contracts and variable life insurance policies). If you have the right to vote with respect to more than one Fund as of the Record Date, you may receive more than one proxy card. Please sign, date and return each proxy card, or if you prefer to provide voting instructions by telephone or over the internet, please vote on the proposal with respect to each applicable Fund. If you vote by telephone or over the internet, you will be asked to enter a unique codecontrol number that has been assigned to you, which is printed on your proxy card(s). This codecontrol number is designed to confirm your identity, provide access to the voting sites and confirm that your voting instructions are properly recorded.

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

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

Quorum, Vote Required and Manner of Voting Proxies

Quorum

A quorum of Shareholders of a Fundshareholders is required to take action at the Fund’s Special Meeting. For the purposes of taking action on Proposal I, for each Fund, Shareholderswith respect to TF and TST, shareholders entitled to vote and present at the Special Meeting or by proxy representing at least thirty percent (30%) of the voting power of the FundTrust shall constitute a quorum at athe Special Meeting. With respect to TAAVF, shareholders of at least thirty percent (30%) of the outstanding interests of TAAVF, present in person or by proxy, shall constitute a quorum at the Special Meeting with respect to Proposal I.

Only proxies that are voted, abstentions and “broker non-votes” will be counted toward establishing a quorum. “Broker non-votes” are shares held by a broker or nominee as to which proxies have been returned but (a) instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter. The Trusts understand that a broker or nominee may exercise discretionary voting power with respect to Proposal I, as this proposal is considered a “routine” matter under the rules of the New York Stock Exchange, and there are no other proposals expected to come before the Special Meeting for which a broker or nominee would not have discretionary voting authority. As a result, the Trusts do not anticipate that there will be any broker non-votes at the Special Meeting. Abstentions and broker non-votes are not considered “votes cast” and, therefore, do not constitute a vote “FOR” Proposal I. Abstentions and broker non-votes will have no effect on the results of the voting on Proposal I.

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

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

Vote Required

Proposal I. In the case of each Trust, shareholders of all of the Funds that are series of the Trust vote together as a single class with respect to the election of nominees to the Board of the Trust. Each nominee must be elected by a plurality of the votes cast on the proposal by shareholders of the applicable Trust. Accordingly, assuming the presence of a quorum, abstentions and broker non-votes will have no effect on Proposal I.

The election of Board Members by one Trust is not contingent upon approval of Proposal I for each Fund requiresby any other Trust. If the voteshareholders of a “majority of the outstanding voting securities” of the Fund within the meaning of the 1940 Act, which is defined as the affirmative vote of the lesser of (a) 67% or more of the voting power of the voting securities of the Fund that are present or represented by proxy at the Special Meeting if holders of shares representing more than 50% of the voting power of the outstanding voting securities of the Fund are present or represented by proxy, or (b) more than 50% of the voting power of the outstanding securities of the Fund.

If applicable, any abstentions or broker non-votes would effectively be treated as votes “AGAINST” Proposal I. “Broker non-votes” are shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) instructions haveTrust do not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter. Please note that broker non-votes are not expected with respect toultimately approve Proposal I, because brokers are requiredthe current Board Members will continue to receive instructions fromoversee that Trust and its Funds as they currently do pending any further action by the beneficial owners or persons entitled to vote in order to submit proxies on such a matter.Trust.

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

Manner of Voting

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

The Funds expect that, before the Special Meetings,Meeting, broker-dealer firms holding shares of a Fundthe Funds in “street name” for their customers will request voting instructions from their customers and beneficial owners. The New York Stock Exchange (the “NYSE”) takes the position that a broker-dealer that is a member of the NYSE and that hasIf these instructions are not received instructions from a customer or client prior toby the date specified in the broker-dealer firm’s request for voting instructionsfirms’ proxy solicitation materials, the Funds understand that broker-dealers may vote on Proposal I on behalf of their customers and beneficial owners. A signed proxy card or other authorization by a beneficial owner of shares in a Fund that does not specify how the beneficial owner’s shares should be voted on a proposal may be deemed an instruction to vote such customer or client’s shares with respect to non-routine proposals, including Proposal I.in favor of the proposal.

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If you hold shares in a Fund through a bank or other financial institution or intermediary (called a service agent) that has entered into a service agreement with the Fund or thea distributor of the Fund, the service agent may be the record shareholder of your shares. At the Special Meetings,Meeting, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by a beneficial Shareholdershareholder that does not specify how the beneficial Shareholder’sshareholder’s shares should be voted on the Proposalproposal may be deemed an instruction to vote such shares in favor of the Proposal.Proposal I. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares forwith respect to which it has not received specific voting instructions from its customerscustomers. In those cases, the service agent may, but may not be required to, vote such shares in the same proportion as other shareholders with similar accounts that have submittedthose shares for

which the service agent has received voting instructions toor in the service agent.same proportion as those shares for which the Fund receives voting instructions from other shareholders. This practice is commonly referred to assometimes called “proportional voting” or “echo voting.” Shareholders should consult their service agent for more information.Because of this practice, a small number of shareholders could determine how a Fund votes, if other shareholders fail to vote.

In the case of shares of Funds (such as the Funds that are series of TST Dividend Focused VP, the interests in whichor TAAVF) that are not offered directly to the public, but only sold to certain asset allocation portfolios, certain retirement plans and to variable annuity separate accounts established by insurance companies and their separate accounts as the underlying investment medium for owners of variable annuity contracts and variable life policies (collectively, the “Policies”) (including Transamerica Life Insurance Company and Transamerica Financial Life Insurance Company, Inc. (collectively, the “Insurance Companies”)) to fund the Policies,variable annuity contracts and variable life insurance policies, ownership of the interestsshares is legally vested in the separate accounts. It is the Fund’s understanding, that theThe Insurance Companies will vote shares held by these separate accounts in a manner consistent with voting instructions timely received from the Shareholdersshareholders of the Policiesvariable annuity contracts and variable life insurance policies used to fund the accounts. A signed proxy card or other authorization by a Shareholdershareholder that does not specify how the Shareholder’s interestshareholder’s shares should be voted on the proposal may be deemed an instruction to vote such interestshares in favor of the proposal.Proposal I. The Insurance Companies will use proportional voting to vote interestsshares held by separate accounts for which no timely instructions are received from Shareholdersthe shareholders of the Policies. It is the Fund’s understanding, that thevariable annuity contracts and variable life insurance policies. The Insurance Companies do not require that a specified number of ownersvariable annuity contracts and variable life insurance policies submit voting instructions before the Insurance Companies will vote the interests inshares of the FundFunds held by their registeredrespective separate accounts at the Special Meetings.Meeting. As a result, a small number of owners of Policiesvariable annuity contracts and variable life insurance policies could determine how the Insurance Companies vote, if other owners fail to vote. Other participating insurance companies may follow similar voting procedures.

If you beneficially own shares that are held in “street name” through a broker-dealer or that are held of record by a service agent, or if you hold shares through a Policy,variable annuity contract or a variable life insurance policy, and if you do not providegive specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. In particular, failure to vote may not be an effective way to oppose a Proposal. Therefore, you are strongly encouraged to give your broker-dealer, service agent or participating insurance company specific instructions as to how you want your shares to be voted.

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

Transamerica Asset Management, Inc. (“TAM”), the Funds’ investment manager or adviser, exercises proxy voting discretion for certain asset allocation Funds that invest their assets in other Funds. Consistent with TAM’s proxy voting policies and procedures, TAM will echo vote the shares of each applicable underlying Fund in the same proportion as the vote of all of the other voting holders of the underlying Fund’s shares. Should there be no other voting holders of an underlying Fund so TAM cannot echo vote, TAM will vote the shares of the underlying Fund in accordance with the recommendation of the relevant asset allocation Fund’s Board. The Boards have recommended that, in any such cases, the applicable underlying Fund shares be voted “FOR” the election of each nominee described in Proposal I.

If you need more information or have any questions about the Proposals, please call 1-888-233-4339 for Transamerica Dividend FocusedProposal I or1-800-851-9777 for TST Dividend Focused VP. If you have any questions about voting, please call AST Fund Solutions, LLC, the Funds’ proxy solicitorComputershare at 1-888-605-1956.866-963-6126.

Revoking Proxies

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

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

If you hold your shares through a bank or other intermediary or if you are the holder of a variable annuity contract or variable life policy, please consult your bank or intermediary or your participating insurance company regarding your ability to revoke voting instructions after such instructions have been provided.

4

TRANSAMERICA FUNDS PROPOSAL I — APPROVAL OF A NEW INVESTMENT SUB-ADVISORY AGREEMENT- TO ELECT BOARD MEMBERS

TRANSAMERICA DIVIDEND FOCUSEDThe purpose of this Proposal I is to elect Board Members of TF, TST and TAAVF.

To approveAt a Board meeting held on March 10-11, 2021, the current Board Members of each Trust nominated for election the eleven nominees listed below (the “Nominees”) to serve on the Board of the applicable Trust. Nine of the Nominees, Sandra N. Bane, Leo J. Hill, David W. Jennings, Fredric A. Nelson III, John E. Pelletier, Patricia L. Sawyer, Marijn P. Smit, John W. Waechter and Alan F. Warrick, currently serve as Board Members of each Trust. Nine of the Nominees, Ms. Bane, Mr. Hill, Kathleen T. Ives, Mr. Jennings, Lauriann C. Kloppenburg, Mr. Nelson, Mr. Pelletier, Ms. Sawyer and Mr. Waechter, are not “interested persons” of the Funds within the meaning of the 1940 Act (the “Independent Nominees”). Mr. Smit, the President and Chief Executive Officer of the Funds and TAM, and Mr. Warrick are “interested persons” of the Funds as defined in the 1940 Act (the “Interested Nominees”).

Ms. Bane, Mr. Hill, Mr. Jennings, Ms. Sawyer, Mr. Waechter and Mr. Warrick were elected by Fund shareholders in 2012. Mr. Smit was appointed to the Board of each Trust in 2015 and Messrs. Nelson and Pelletier were appointed to the Boards in 2017. Mses. Ives and Kloppenburg are new sub-advisory agreementnominees to the Boards and have not previously served as Board Members of the Funds (Mses. Ives and Kloppenburg, together, the “New Nominees”). Information about the Nominees for the Boards is set forth below.

Mr. Smit, an Interested Nominee, is an “interested person” of the Funds as defined in the 1940 Act by virtue of his position with Aegon Asset Management UK plc (“AAM”TAM and its affiliates described below. Mr. Warrick, the other Interested Nominee, is considered an “interested person” of the Funds as defined in the 1940 Act due to his former service in various executive positions for certain Transamerica affiliates as described below. Each of the other Nominees is an Independent Nominee. Each Independent Nominee was nominated by the applicable Trust’s Nominating Committee comprised of the current Board Members who are not “interested persons” of the Funds within the meaning of the 1940 Act (the “Independent Board Members”) (to.

The Nominees’ term of office would commence upon their elections, which, if the Nominees are elected by shareholders, is expected to occur on November 1, 2021. If elected, the Nominees will comprise the entire Board of each Trust, and each of them will hold office until his or her successor has been duly elected or appointed, until the end of the calendar year in which he or she reaches the mandatory retirement age of 75, or until his or her earlier death, resignation or removal.

Each Nominee has consented to serve on the Board of each Trust if elected by shareholders. If, however, before the election, any Nominee refuses or is unable to serve, proxies may be voted for a replacement nominee, if any, designated by Board Members of the applicable Trust(s).

The enclosed proxy card will be voted for all Nominees unless a proxy contains specific instructions to the contrary.

Reason for Proposed Election of Nominees

The 1940 Act requires that shareholders elect a fund’s board under certain circumstances. As a general matter, a fund’s board may fill vacancies as long as, after the board fills the vacancy, at least two-thirds of the board members would be elected by shareholders. The New Nominees could not be appointed by the Boards without the Boards falling below the two-thirds requirement. The other nine Nominees already serve as Board Members of each Trust, all of whom, with the exception of Messrs. Nelson, Pelletier and Smit have been elected by shareholders (representing two-thirds of the current Board Members). Electing each Nominee to the Boards would provide the Boards the flexibility to add new Board Members or to fill any future vacancies created by the departure of one or more shareholder-elected Board Members, if necessary, without the expense and delay of conducting additional shareholder meetings.

Information about the Nominees

The table below sets forth each Nominee’s name, age (as of the shareholder meeting date), positions and length of service with the Trusts, each Nominee’s principal occupation for at least the past five years (titles may have varied during that period), the number of funds in the Transamerica Fund Family each Nominee will oversee if elected, and any other board memberships held by each Nominee. The length of time served is provided for the current Board Members from the date the Board Member became a member of the Boards. The Transamerica Fund Family consists of TF, TST, TAAVF and Transamerica ETF Trust (“TET”). TET is overseen by a separate Board of Trustees. The mailing address of each Nominee is c/o Secretary of the Funds, 1801 California Street, Suite 5200, Denver, Colorado 80202.

Name and Age		Position(s) Held with Trust(s)		Term of Office and Length of Time Served*		Principal Occupation(s) During Past Five Years		Number of Funds in Complex Overseen by Board Member		Other Directorships Held by Board Member
INTERESTED NOMINEES
Marijn P. Smit (48)		Chairman of the Boards, President and Chief Executive Officer		Since 2014 (all Trusts)		Chairman of the Board, President and Chief Executive Officer, TF, TST and TAAVF (2014 – present); Chairman of the Board, President and Chief Executive Officer, TET (2017 – present); Chairman of the Board, President and Chief Executive Officer, Transamerica Partners Portfolio (“TPP”), Transamerica Partners Funds Group (“TPFG”) and Transamerica Partners Funds Group II (“TPFG II”) (2014 – 2018); Director, Chairman of the Board, President and Chief Executive Officer, Transamerica Asset Management, Inc. (“TAM”) and Transamerica Fund Services, Inc. (“TFS”) (2014 – present); Senior Vice President, Transamerica Retirement Solutions LLC (2012 - present); Trust Officer, Massachusetts Fidelity Trust Company (2014 - 2021); President, Investment Solutions, Transamerica Investments & Retirement (2014 – 2016); Vice President, Transamerica Life Insurance Company (2010 – 2016); Vice President, Transamerica Premier Life Insurance Company (2010 – 2016); Senior Vice President, Transamerica Financial Life Insurance Company (2013 – 2016); Senior Vice President, Transamerica Retirement Advisors, Inc. (2013 – 2016) and President and Director, Transamerica Stable Value Solutions, Inc. (2010 – 2016).		120		Director, Massachusetts Fidelity Trust Company (2014 -2021); Director, Aegon Global Funds (2016 - present)
Alan F. Warrick (73)		Board Member		Since 2012 (all Trusts)		Board Member, TF, TST and TAAVF (2012 – present); Board Member, TPP, TPFG and TPFG II (2012 – 2018); Senior Advisor, Lovell Minnick Equity Partners (2010 – present); and Retired (2010).		115		N/A
INDEPENDENT NOMINEES
Sandra N. Bane (69)		Board Member		Since 2008 (all Trusts)		Retired (1999 – present); Board Member, TF, TST and TAAVF (2008 – present); Board Member, TPP, TPFG and TPFG II (2008 – 2018); and Partner, KPMG (1975 – 1999).		115		Big 5 Sporting Goods (2002 – present); Southern Company Gas (energy services holding company) (2008 – present)

Name and Age		Position(s) Held with Trust(s)		Term of Office and Length of Time Served*		Principal Occupation(s) During Past Five Years		Number of Funds in Complex Overseen by Board Member		Other Directorships Held by Board Member
Leo J. Hill (65)		Lead Independent Board Member		Since 2002 (TF & TAAVF) Since 2001 (TST)		Principal, Advisor Network Solutions, LLC (business consulting) (2006 – present); Board Member, TST (2001 – present); Board Member, TF (2002 – present); Board Member, TAAVF (2007 – present); Board Member, TPP, TPFG and TPFG II (2007 – 2018); Market President, Nations Bank of Sun Coast Florida (1998 – 1999); Chairman, 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); and Senior Vice President and Senior Loan Administration Officer, Wachovia Bank of Georgia (1976 – 1991).		115		Ameris Bancorp (2013 – present); Ameris Bank (2013 – present)
Kathleen T. Ives (56)		Board Member Nominee		N/A		Proposed Board Member, TF, TST and TAAVF (2021 – present); Retired (2019 – present); Senior Vice President & Director of Internal Audit (2011-2019), Senior Vice President & Deputy General Counsel (2008 – 2011), OFI Global Asset Management, Inc.		None currently; 115 if elected as to all Trusts		Junior Achievement Rocky Mountain (non-profit organization) (2013 – present); Institute of Internal Auditors, Denver Chapter (audit organization) (2017 – 2021).
David W. Jennings (75)		Board Member		Since 2009 (all Trusts)		Board Member, TF, TST and TAAVF (2009 – present); Board Member, TPP, TPFG and TPFG II (2009 – 2018); Managing Director, Hilton Capital Management, LLC (2010 – present).		115		N/A
Lauriann C. Kloppenburg (61)		Board Member Nominee		N/A		Proposed Board Member, TF, TST and TAAVF (2021 – present); Director, Adams Funds (investment companies) (2017 – present); Investment Committee Member, 1991 Office, LLC (family office) (2017 – Present); Executive in Residence and Student Fund Advisory Board Member, Champlain College (2016 – present); Executive in Residence, Bentley University (2015 – 2017); Chief Strategy Officer (2012 – 2013), Chief Investment Officer – Equity Group (2004 – 2012), Loomis Sayles & Company, L.P.		None currently; 115 if elected as to all Trusts		Trustees of Donations to the Protestant Episcopal Church (non-profit organization) (2010 – present); Forte Foundation (non-profit organization) (2016 – present)

Name and Age		Position(s) Held with Trust(s)		Term of Office and Length of Time Served*		Principal Occupation(s) During Past Five Years		Number of Funds in Complex Overseen by Board Member		Other Directorships Held by Board Member
Fredric A. Nelson III (64)		Board Member		Since 2017 (all Trusts)		Board Member, TF, TST and TAAVF (2017 – present); Board Member, TPP, TPFG and TPFG II (2017 – 2018); Chief Investment Officer (“CIO”), Commonfund (2011 – 2015); Vice Chairman, CIO, ING Investment Management Americas (2003 – 2009); Managing Director, Head of U.S. Equity, JP Morgan Investment Management (1994 – 2003); and Managing Director, Head of Global Quantitative Investments Group, Bankers Trust Global Investment Management (1981 – 1994).		115		N/A
John E. Pelletier (57)		Board Member		Since 2017 (all Trusts)		Board Member, TF, TST and TAAVF (2017 – present); Board Member, TPP, TPFG and TPFG II (2017 – 2018); Director, Center for Financial Literacy, Champlain College (2010 – present); Co- Chair, Vermont Financial Literacy Commission with Vermont State Treasurer (2015 – 2018); Chairman, Vermont Universal Children’s Higher Education Savings Account Program Advisory Committee (2015 – 2021); Founder and Principal, Sterling Valley Consulting LLC (a financial services consulting firm) (2009 – 2017); Independent Director, The Sentinel Funds and Sentinel Variable Products Trust (2013 – 2017); Chief Legal Officer, Eaton Vance Corp. (2007 – 2008); and Executive Vice President and Chief Operating Officer (2004 - 2007), General Counsel (1997 – 2004), Natixis Global Associates.		115		N/A

Name and Age		Position(s) Held with Trust(s)		Term of Office and Length of Time Served*		Principal Occupation(s) During Past Five Years		Number of Funds in Complex Overseen by Board Member		Other Directorships Held by Board Member
Patricia L. Sawyer (71)		Board Member		Since 1993 (TAAVF) Since 2007 (TF & TST)		Retired (2007 – present); President/Founder, Smith & Sawyer LLC (management consulting) (1989 – 2007); Board Member, TF and TST (2007 – present); Board Member, TAAVF (1993 – present); Board Member, TPP, TPFG and TPFG II (1993 – 2018); and Trustee, Chair of Finance Committee and Chair of Nominating Committee (1987 – 1996), Bryant University.		115		Honorary Trustee, Bryant University (1996 – present)
John W. Waechter (69)		Board Member		Since 2004 (TST) Since 2005 (TF & TAAVF)		Partner, Englander Fischer (2016 – present) (law firm); Attorney, Englander Fischer (2008 – 2015); Retired (2004 – 2008); Board Member, TST (2004 – present); Board Member, TF (2005 – present); Board Member, TAAVF (2007 – present); Board Member, TPP, TPFG and TPFG II (2007 – 2018); Employee, RBC Dain Rauscher (securities dealer) (2004); Executive Vice President, Chief Financial Officer and Chief Compliance Officer, William R. Hough & Co. (securities dealer) (1979 – 2004); and Treasurer, The Hough Group of Funds (1993 – 2004) (fund accounting).		115		Board Member, Operation PAR, Inc. (non-profit organization) (2008 – present); Board Member, Boley PAR, Inc. (non-profit organization) (2016 - present); Board Member, Remember Honor Support, Inc. (non-profit organization) ( 2013 - 2020); Board Member, WRH Income Properties, Inc. (real estate) (2014 - present)

To the knowledge of the Trusts, as of August 6, 2021, all Board Members and officers as a group owned less than 1% of the outstanding shares of each Fund.

Each Board believes that each Nominee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Nominees lead to the conclusion that the Boards will possess the requisite skills and attributes. Each Board believes that the Nominees’ ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with TAM, the sub-advisers, other services providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties, support this conclusion. Each Board also has considered the following experience, qualifications, attributes and/or skills, among others, of the Nominees in reaching its conclusion: his or her character and integrity; such person’s service as a board member of a predecessor fund family (other than Mses. Ives and Kloppenburg, and Messrs. Jennings, Nelson, Pelletier, Smit and Warrick); such person’s willingness to serve and willingness and ability to commit the time necessary to perform the duties of a Board Member; the fact that such person’s service would be consistent with the requirements of the retirement policies of the Trusts; as to each Nominee other than Mr. Smit and Mr. Warrick, his or her status as not being an “interested person” of the Funds as defined in the 1940 Act; as to Mr. Smit, his status as a representative of TAM; and, as to Mr. Warrick, his former service in various executive positions for certain affiliates of TAM. In addition, the following specific experience, qualifications, attributes and/or skills apply as to each Board Member: Ms. Bane, accounting experience and experience as a board member of multiple organizations; Mr. Hill, financial and entrepreneurial experience as an executive, owner and consultant and experience as a board member of multiple organizations; Ms. Ives, audit, securities industry and compliance experience as a fund executive; Mr. Jennings, investment management experience as an executive of investment management organizations and portfolio manager; Ms. Kloppenburg, investment management experience as an executive and board experience; Mr. Nelson, business experience, securities industry and fund executive experience; Mr. Pelletier, securities industry and fund legal and operations experience, entrepreneurial experience as an executive, owner and

consultant, and board experience; Ms. Sawyer, management consulting and board experience; Mr. Waechter, securities industry and fund accounting and fund compliance experience, legal experience and board experience; Mr. Smit, investment management and insurance experience as an executive and leadership roles with TAM and affiliated entities; and Mr. Warrick, financial services industry experience as an executive and consultant with various TAM affiliates and other entities. References to the qualifications, attributes and skills of the Nominees are pursuant to requirements of the Securities and Exchange Commission, do not constitute holding out of the Boards or any Nominee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Boards by reason thereof.

The nominations of Mses. Ives and Kloppenburg were recommended to the Nominating Committee of each Board by certain Independent Board Members serving on that Nominating Committee. The remaining Nominees currently serve on the Boards and are being submitted for election or reelection, as applicable.

Each Board is responsible for overseeing the management and operations of the Funds. Mr. Smit serves as Chairman of the Boards. Mr. Smit is an interested person of the Funds. Independent Board Members currently constitute more than 77% of each Board, and if all Nominees are elected, Independent Board Members would comprise more than 81% of the Boards.

The Boards currently believe that an interested Chairman is appropriate and is in the best interests of the Funds and their shareholders, and that its committees, as further described below, help ensure that the Funds have effective and independent governance and oversight. The Boards believe that an interested Chairman has a professional interest in the quality of the services provided to the Funds and that the Chairman is best equipped to provide oversight of such services on a day-to-day basis because of TAM’s sponsorship of the Funds and TAM’s ongoing monitoring of the investment sub-advisers that manage the assets of each Fund. The Boards also believe that its leadership structure facilitates the orderly and efficient flow of information to the Independent Board Members from management. The Independent Board Members also believe that they can effectively act independently without having an Independent Board Member act as Chairman. Among other reasons, this belief is based on the fact that the Independent Board Members currently represent over 77% of each Board.

Board Committees and Membership

Each Board has two standing committees: the Audit Committee and Nominating Committee. The Audit Committee and Nominating Committee of each Board is chaired by an Independent Board Member and composed of all of the Independent Board Members. In addition, each Board has a Lead Independent Board Member.

The Lead Independent Board Member and the chairs of the Audit and Nominating Committees work with the Chairman to set the agendas for Board and committee meetings. The Lead Independent Board Member also serves as a key point person for dealings between management and the Independent Board Members. Through the Funds’ Board committees, the Independent Board Members consider and address important matters involving the Funds, including those presenting conflicts or potential conflicts of interest for management, and they believe they can act independently and effectively. Each Board believes that its leadership structure is appropriate and facilitates the orderly and efficient flow of information to the Independent Board Members from management. Except for any duties specifically assigned by the Board or in relevant documents, the designation of a Board Member as Chairman of the Board, Lead Independent Board Member or chair of a committee does not impose on such Board Member any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a Board Member, generally.

Audit Committee

Each Audit Committee, among other things, oversees the accounting and reporting policies and practices and internal controls of the applicable Trust, oversees the quality and integrity of the financial statements of the Trust, approves, prior to appointment, the engagement of the Trust’s independent registered public accounting firm, reviews and evaluates the independent registered public accounting firm’s qualifications, independence and performance, and approves the compensation of the independent registered public accounting firm.

Each Audit Committee also approves all audit and permissible non-audit services provided to each Fund within the applicable Trust by the independent registered public accounting firm and all permissible non-audit services provided by each applicable Fund’s independent registered public accounting firm to TAM and any affiliated service providers if the engagement relates directly to each Fund’s operations and financial reporting. Each Audit Committee acts pursuant to a written charter.

During the fiscal year ended October 31, 2020, the Audit Committee of the TF Board met 4 times. During the fiscal year ended December 31, 2020, the Audit Committee of each of the TST and TAAVF Board met 3 times. Each Nominee then in office attended more than 75% of the aggregate number of such committee meetings.

Nominating Committee

Each Nominating Committee is a forum for identifying, considering, selecting and nominating, or recommending for nomination by the Board of that Trust, candidates to fill vacancies on the Board. The Nominating Committee may consider diversity in identifying potential candidates, including race, gender, differences of viewpoint, professional experience and skill, as well as such other individual qualities and attributes as it may deem relevant. Each Nominating Committee has not adopted a formal procedure for the implementation, or for assessing the effectiveness, of its policy with regard to the consideration of diversity in identifying potential candidates.

When addressing vacancies, each Nominating Committee sets any necessary standards or qualifications for service on the Board of that Trust and may consider nominees recommended by any source it deems appropriate, including management and shareholders. Shareholders who wish to recommend a nominee should send recommendations to the Trusts’ Secretary that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Board Members. A recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board(s) and to serve if elected by the shareholders. Each Nominating Committee will consider all submissions meeting the applicable requirements stated herein that are received by December 31 of the most recently completed calendar year.

Each Nominating Committee also identifies potential nominees through its network of contacts and may also engage, if it deems appropriate, a professional search firm. Each Nominating Committee meets to discuss and consider such candidates’ qualifications and then chooses a candidate by majority vote.

Each Nominating Committee acts pursuant to a written charter, as set forth in Appendix B. The charter sets forth procedures for each Nominating Committee’s consideration of candidates submitted by shareholders.

During the fiscal year ended October 31, 2020, the Nominating Committee of the TF Board met 3 times. During the fiscal year ended December 31, 2020, the Nominating Committee of each of TST and TAAVF met 4 times. Each Nominee then in office attended more than 75% of the aggregate number of such committee meetings.

Risk Oversight

Through its oversight of the management and operations of the applicable Funds, each Board also has a risk oversight function, which includes (without limitation) the following: (i) requesting and reviewing reports on the operations of the Funds (such as reports about the performance of the Funds); (ii) reviewing compliance reports and approving compliance policies and procedures of the Funds and their service providers; (iii) meeting with management to consider areas of risk and to seek assurances that adequate resources are available to address risks; (iv) meeting with service providers, including Fund auditors, to review Fund activities; and (v) meeting with the Chief Compliance Officer and other officers of the Funds and the Funds’ service providers to receive information about compliance, and risk assessment and management matters. Such oversight is exercised primarily through the Boards and their Audit Committees but, on an ad hoc basis, also can be exercised by the Independent Board Members during executive sessions. Each Board has emphasized to TAM and the sub-advisers the importance of maintaining vigorous risk management.

The Boards recognize that not all risks that may affect the Funds can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Funds’ goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Board Members as to risk management matters are typically summaries of the relevant information. Most of the Funds’ investment management and business affairs are carried out by or through TAM, its affiliates, the sub-adviser and other service providers each of which has an independent interest in risk management but whose policies and the methods by which one or more risk management functions are carried out may differ from the Funds’ and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result of the foregoing and other factors, the Boards’ risk management oversight is subject to substantial limitations. In addition, some risks may be beyond the reasonable control of the Boards, the Funds, TAM, its affiliates, the sub-advisers or other service providers.

In addition, it is important to note that each Fund is designed for investors that are prepared to accept investment risk, including the possibility that unforeseen risks may emerge in the future.

Officers of the Trusts

The officers of each Trust, including their ages, their positions held with the Trust and their principal occupations during the past five years (their titles may have varied during that period) are set forth in Appendix C. Each officer is elected by and serves at the pleasure of the Trust’s Board. Each officer will hold office until his or her successor has been duly elected or appointed or until his or her earlier death, resignation or removal.

If an officer has held offices for different Funds for different periods of time, the earliest applicable date is shown. No officer of the Trusts, except for the Chief Compliance Officer, receives any compensation from the Trusts.

General Information Regarding the Boards

Compensation: Information relating to compensation paid to the Board Members for the most recent fiscal year ends of the Funds they will oversee is set forth in Appendix D.

Equity Securities Owned by the Nominees: Information relating to the amount of equity securities owned by the Nominees in the Funds that they will oversee and in the other funds in the Transamerica Dividend Focused)Fund Family, as well as certain additional information regarding the Independent Nominees, is set forth in Appendix E.

Attendance of Board Members at Annual Meeting: The Trusts do not hold annual meetings of shareholders, and therefore do not have a policy regarding attendance of Board Members at annual meetings. No annual meeting for any of the Trusts was held during the most recent fiscal year ends of the Funds.

Board Meetings: During the fiscal year ended October 31, 2020, the Board of TF met 5 times. During the fiscal year ended December 31, 2020, the Board of each of TST and TAAVF met 5 times. Each Nominee then in office attended more than 75% of the aggregate number of such meetings of the Boards.

Indemnification of Board Members and Officers

The governing documents of each Trust generally provide that, to the fullest extent permitted by applicable law, the Trust will indemnify its Board Members and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust, unless it is finally adjudicated that they engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in their offices.

Required Vote

This Proposal I is tomust be voted onapproved by Shareholdersa plurality of Transamerica Dividend Focused (for purposes of this proposal, the “Fund”), a series of Transamerica Funds (for purposes of this proposal, the “Trust”).

Atvotes cast at the Special Meeting Shareholdersor by proxy at which a quorum exists. The votes of each Fund in the same Trust will be asked to approve a new sub-advisory agreement (the “New TF Sub-Advisory Agreement”) between Transamerica Asset Management, Inc. (“TAM”), the Fund’s investment manager, and AAM, the Fund’s proposed new sub-adviser. AAM is an affiliate of TAM. In connection with the proposed change of sub-adviser, there would be changes to the name, principal investment strategies, management fee schedules and sub-advisory fee schedules for the Fund, as discussed further below. TAM will continue to serve as the Fund’s investment manager.

Currently, Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow Hanley”) serves as the sub-adviser to the Fund and is a party to an investment sub-advisory agreement with TAMcounted together with respect to the Fund (the “Current TF Sub-Advisory Agreement”). Underelection of the Current TF Sub-Advisory Agreement, dated November 10, 2017, as amended, Barrow Hanley provides sub-advisory servicesNominees to the Board and the shareholders of each Fund inwill vote together as a manner consistentsingle class with the termsshareholders of all other Funds that are series of the Current TF Sub-Advisory Agreementsame Trust.

Your Board recommends that you vote “FOR” the election of each of the Nominees to the Boards.

OTHER BUSINESS

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

ADDITIONAL INFORMATION

Investment Manager, Transfer Agent and Principal Underwriter

TAM serves as the investment objective, strategiesmanager for the Funds in TF and policies of the Fund. The CurrentTST. TF Sub-Advisoryand TST have entered into an Investment Management Agreement was last approved by the Trust’s Board on June 17 and 18, 2020¹.

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

The Fund’s investment management agreement dated March 1, 2016, as amended, with TAM, a Florida corporationon behalf of each Fund. TAM serves as the investment adviser for the Funds in TAAVF pursuant to an Investment Advisory Agreement. TAM, located at 1801 California Street, Suite 5200, Denver, CO 80202, was last approved by Shareholders on December 21, 2012 when certain changes were made to standardize terms across all theprovides continuous and regular investment management agreements for fundsservices to the Funds.

TAM has been a registered investment adviser since 1996. As of December 31, 2020, TAM has approximately $88 billion in the Transamerica fund complex. The Board last approved the Fund’s investment management agreement with TAM on June 17 and 18, 2020¹.total assets under management. TAM is directly owned by Transamerica Life Insurance Company (“TLIC”) (77%) and AUSA Holding, LLC (“AUSA”) (23%), both of which are indirect, wholly owned subsidiaries of Aegon NV. TLIC is owned by Commonwealth General Corporation (“Commonwealth”). Commonwealth and AUSA are wholly owned by Transamerica Corporation (DE).

Transamerica Corporation (DE) is wholly owned by The Aegon Trust, which is wholly owned by Aegon International B.V., which is wholly owned by Aegon NV, a Netherlands corporation, and a publicly traded international insurance group.

Pursuant to the investment management agreement, TAM is responsible for providing continuous and regular investment management services, including management and supervision of the Fund’s investments and investment program, and providing supervisory, compliance and administrative services to the Fund. TAM is authorized to enter into contracts with one or more sub-advisers to perform certain duties of TAM under the investment management agreement. TAM has recommended, and the Board has approved (subject to Shareholder approval), the appointment of AAM as a new sub-adviser to the Fund, replacing Barrow Hanley. TAM will oversee AAM and monitor its buying and selling of portfolio securities, its management services and its investment performance. TAM is paid investment management fees for its service as investment manager to the Fund. The management fee is calculated based on the average daily net assets of the Fund. The Fund paid TAM $3,860,809 in management fees after waivers, reimbursements and recaptures for the fiscal year ended October 31, 2019. If this Proposal I is approved, TAM, not the Fund, will pay AAM a sub-advisory fee out of the investment management fee it receives from the Fund. It is anticipated that the Fund’s total operating expenses will be lower.

5

TAM acts as a manager of managers for the Fund pursuant to an exemptive order from the SEC (Release IC- 23379 dated August 5, 1998). That exemptive order permits TAM, subject to certain conditions, and without the approval of shareholders, to employ a new unaffiliated sub-adviser for a fund pursuant to the terms of a new investment sub-advisory agreement, either as a replacement for an existing sub-adviser or as an additional sub-adviser. Under the terms of the exemptive order, TAM may not enter into a sub-advisory agreement with AAM, an affiliate of TAM, without such agreement being approved by the Shareholders of the Fund. This is the reason that Shareholder approval of this Proposal I is being sought. The appointment of AAM is not expected to result in any material changes in the nature or the level of investment management services provided to the Fund by TAM. TAM will continue to provide investment management services to the Fund, including, among other things: the design, development and ongoing review and evaluation of the Fund, its investment strategy, compliance program, valuation process and proxy voting process; the ongoing oversight and analysis of portfolio trading and risk management; preparation of the Fund’s prospectus and other disclosure materials; and the ongoing oversight and monitoring of AAM.

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

In connection with the proposed appointment of AAM as sub-adviser, there would be changes to the Fund’s principal investment strategies and principal risks. If the new sub-advisory agreement is approved, AAM would implement an active strategy that generally invests in large and middle U.S. capitalization companies, focusing on those that pay dividends and that the sub-adviser views as having a favorable sustainability profile. In pursuing the Fund’s investment objective, AAM would look to buy stocks and hold them over multi-year periods in an effort to benefit from the compounding effects of increasing dividends. In addition, the sub-adviser would seek to invest in stocks it views as having positive sustainability credentials.

AAM considers stocks with positive sustainability credentials to be stocks that have been determined by AAM as likely to perform well based on environmental, social and/or governance (ESG) factors. The Fund’s investment universe is defined by the sub-adviser’s Responsible Investing team, which consists of employees of the sub-adviser and affiliated entities within the global Aegon Asset Management organization, who have responsible investing expertise. AAM uses both proprietary exclusionary screening and fundamental ESG research carried out by the Responsible Investing team in an effort to ensure that stocks that are assessed by the team as scoring poorly on ESG factors (for example having a negative impact on the environment or producing products that cause harm to people, such as tobacco or weapons) are excluded from the Fund’s investible universe. In addition, the process seeks to identify stocks that are viewed by the Responsible Investing team as making a positive contribution to ESG factors, for example a utility company involved in the generation of renewable energy or a healthcare company providing treatment for a serious disease.

If AAM is approved as the Fund’s sub-adviser, the Fund’s principal investment strategies would no longer include the current limitation to invest only in stocks that have a consecutive 25-year history of paying cash dividends. It is also expected that the Fund’s portfolio would include a significant technology weighting whereas the Fund currently has none. If the change in sub-adviser is approved, the Fund would be subject to the following additional principal risks: Sustainability Investing risk, Derivatives risk, Leveraging risk and Investments by Affiliated Funds and Unaffiliated Funds risk.

AAM has asset management capabilities in sustainable investing, as well as large value, dividend-focused investing, and a depth of research and management staff and resources that will enable it to implement the proposed investment strategies of the Fund. AAM will utilize the expertise of its portfolio managers while leveraging the experience, scale, depth of talent and institutional resources of AAM.

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

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

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

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General Comparison of Sub-Advisory Agreements

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

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

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

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

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

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

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

Sub-Advisory Fees. Under both the Current TF Sub-Advisory Agreement and the New TF Sub-Advisory Agreement, TAM pays the sub-adviser a fee out of the investment management fee TAM receives from the Fund. Fees paid to Barrow Hanley during the Fund’s most recent fiscal year ended October 31, 2019 were $995,008. The proposed investment management and sub-advisory fees for the Fund would result in a nominal net annual decrease in investment management fees retained by TAM. In conjunction with the proposed sub-adviser change, the investment management fee schedule for the Fund would be lower. Please see additional information under “Management Fees” below.

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

0.20% of the first $200 million

0.15% over $200 million up to $500 million

0.13% in excess of $500 million

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

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

0.30% of the first $200 million

0.20% over $200 million up to $500 million

0.15% in excess of $500 million

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

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

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

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

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

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MANAGEMENT FEES

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

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

Management fees are accrued daily and paid by the Fund monthly. As of October 8, 2020, the net assets of the Fund were $536,914,772.47.

TAM has contractually agreed through March 1, 2021 to waive fees and/or reimburse Fund expenses to the extent that the total operating expenses exceed 1.15% for Class A shares, 1.90% for Class C shares, 0.90% for Class I shares, 0.85% for Class I2 shares, 1.40% for Class R1 shares, 0.85% for Class R6 shares and 1.15% for Class T2 shares, excluding, as applicable, acquired fund fees and expenses, interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, extraordinary expenses and other expenses not incurred in the ordinary course of the Fund’s business. TAM is permitted to recapture amounts waived and/or reimbursed to a class during any of the 36 months from the date on which TAM waived fees and/or reimbursed expenses for the class. A class may reimburse TAM amounts previously contractually waived or reimbursed only if such reimbursement does not cause, on any particular business day of the portfolio, the class’s total annual operating expenses (after the reimbursement is taken into account) to exceed the applicable expense cap described above or any other lower limit then in effect.

The following chart compares the actual management fees paid by the Fund to TAM (with and without regard to waivers/expense reimbursements) for the fiscal year ended October 31, 2019 to a hypothetical example of management fees that would have been paid by the Fund to TAM for the same period under the proposed new management fee schedule, and also shows the percentage difference between the actual and hypothetical values.

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

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

Nature, Extent and Quality of the Services

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

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

Investment Performance

The Board considered AAM’s investment management experience, capabilities and resources. The Board reviewed the historical performance of the Fund for various trailing periods ended May 31, 2020 against the Fund’s benchmark. The Board Members noted that the Fund’s proposed strategy under AAM management was a custom strategy for which no historical performance data was available. The Board Members reviewed the historical performance of: (i) AAM Global Equity Income, an Irish domiciled open-end fund managed by AAM that uses the same dividend-focused philosophy as that proposed for the Fund; (ii) AAM Ethical Equity, a UK-domiciled open-end fund managed by AAM that employs a similar ESG dedicated strategy as that proposed for the Fund; and (iii) the U.S. sleeve of AAM Global Equity Income, as a way to demonstrate the team’s stock-picking skills in the U.S. market with a dividend approach. On the basis of this information and the Board Members’ assessment of the nature, extent and quality of the sub-advisory services to be provided by AAM, the Board Members concluded that AAM is capable of generating a level of investment performance that is appropriate in scope and extent in light of the Fund’s proposed new principal investment strategies, the competitive landscape of the investment company business and investor needs.

Management and Sub-Advisory Fees and Total Expense Ratio

The Board Members considered the revised management and new sub-advisory fee schedules (“Fee Changes”) for the Fund. The Board Members reviewed the management fee and total expense ratio of each class of the Fund, based on current assets and assuming implementation of the Fee Changes as compared to the applicable Broadridge and Morningstar peer group medians. The Board Members noted that although the management fee and for certain share classes the total expense ratio would be above the applicable Broadridge and/or Morningstar peer group medians, TAM believes the management fee and total expense ratio of each class of the Fund would be competitive relative to peers.

The Board Members considered that the revised management and new sub-advisory fee schedules would be lower at all asset levels than the current management and sub-advisory fee schedules. The Board Members also considered that TAM had negotiated with AAM to have the Fund’s assets aggregated with the assets of TST Dividend Focused VP for purposes of computing breakpoints in the new sub-advisory fee schedule and that TAM had agreed to reimburse 0.09% of sub-transfer agency fees on Class I shares for the Fund. The Board Members noted that if the Fee Changes are implemented, the total expense ratio of each class of the Fund is expected to decrease. The Board Members noted that as the Fund grows in size, the revised management and new sub-advisory fee schedules have the potential to result in additional savings for shareholders.

The Board Members considered the portion of the Fund’s management fee to be retained by TAM following payment of the sub-advisory fee by TAM to AAM and noted that TAM considered the amount to be reasonable compensation for its services. On the basis of these and other considerations, together with the other information it considered, the Board Members determined that the revised management fee schedule and new sub-advisory fee schedule were reasonable in light of the services to be provided.

Cost of Services to be Provided and Level of Profitability

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

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Economies of Scale

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

Fall-Out Benefits

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

Conclusion

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

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

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

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

TRANSAMERICA BARROW HANLEY DIVIDEND FOCUSED VP

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

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

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

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

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

The Portfolio’s investment management agreement dated March 1, 2016, as amended, with TAM, a Florida corporation located at 1801 California Street, Suite 5200, Denver, CO 80202, was last approved by Shareholders on December 21, 2012 when certain changes were made to standardize terms across all the investment management agreements for funds in the Transamerica fund complex. The Board last approved the Portfolio’s investment management agreement with TAM on June 17 and 18, 2020². TAM is directly owned by Transamerica Life Insurance Company (“TLIC”) (77%) and AUSA Holding, LLC (“AUSA”) (23%), both of which are indirect, wholly owned subsidiaries of Aegon NV. TLIC is owned by Commonwealth General Corporation (“Commonwealth”). Commonwealth and AUSA are wholly owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is wholly owned by The Aegon Trust, which is wholly owned by Aegon International B.V., which is wholly owned by Aegon NV, a Netherlands corporation and a publicly traded international insurance group.

Pursuant to the investment management agreement, TAM is responsible for providing continuous and regular investment management services, including management and supervision of the Portfolio’s investments and investment program, and providing supervisory, compliance and administrative services to the Portfolio. TAM is authorized to enter into contracts with one or more sub-advisers to perform certain duties of TAM under the investment management agreement. TAM has recommended, and the Board has approved (subject to Shareholder approval), the appointment of AAM as a new sub-adviser to the Portfolio, replacing Barrow Hanley. TAM will oversee AAM and monitor its buying and selling of portfolio securities, its management services and its investment performance. TAM is paid investment management fees for its service as investment manager to the Portfolio. The management fee is calculated based on the average daily net assets of the Portfolio. The Portfolio paid TAM $5,451,211 in management fees for the fiscal year ended December 31, 2019. If this Proposal I is approved, TAM, not the Portfolio, will pay AAM a sub-advisory fee out of the investment management fee it receives from the Portfolio. It is anticipated that the Portfolio’s total operating expenses will be lower.

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

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

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

In connection with the proposed appointment of AAM as sub-adviser, there would be changes to the Portfolio’s principal investment strategies and principal risks. If the new-sub-advisory agreement is approved, AAM would implement an active strategy that generally invests in large and middle U.S. capitalization companies, focusing on those that pay dividends and that the sub-adviser views as having a favorable sustainability profile. In pursuing the Portfolio’s investment objective, AAM would look to buy stocks and hold them over multi-year periods in an effort to benefit from the compounding effects of increasing dividends. In addition, the sub-adviser would seek to invest in stocks it views as having positive sustainability credentials.

AAM considers stocks with positive sustainability credentials to be stocks that have been determined by AAM as likely to perform well based on environmental, social and/or governance (ESG) factors. The Portfolio’s investment universe is defined by the sub-adviser’s Responsible Investing team, which consists of employees of the sub-adviser and affiliated entities within the global Aegon Asset Management organization, who have responsible investing expertise. AAM uses both proprietary exclusionary screening and fundamental ESG research carried out by the Responsible Investing team in an effort to ensure that stocks that are assessed by the team as scoring poorly on ESG factors (for example having a negative impact on the environment or producing products that cause harm to people, such as tobacco or weapons) are excluded from the Portfolio’s investible universe. In addition, the process seeks to identify stocks that are viewed by the Responsible Investing team as making a positive contribution to ESG factors, for example a utility company involved in the generation of renewable energy or a healthcare company providing treatment for a serious disease.

If AAM is approved as the Portfolio’s sub-adviser, the Portfolio’s principal investment strategies would no longer include the current limitation of the Portfolio to invest only in stocks that have a consecutive 25-year history of paying cash dividends. It is also expected that the Portfolio’s portfolio would include a significant technology weighting whereas the Portfolio currently has none. If the change in sub-adviser is approved, the Portfolio would be subject to the following additional principal risks: Sustainability Investing risk, Derivatives risk, Leveraging risk and Investments by Affiliated Funds and Unaffiliated Funds risk.

AAM has asset management capabilities in sustainable investing, as well as large value, dividend-focused investing, and a depth of research and management staff and resources that will enable it to implement the proposed investment strategies of the Portfolio. AAM will utilize the expertise of its portfolio managers while leveraging the experience, scale, depth of talent and institutional resources of AAM.

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

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

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

General Comparison of Sub-Advisory Agreements

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

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

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

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

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

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

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

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Sub-Advisory Fees. Under both the Current TST Sub-advisory Agreement and the New TST Sub-Advisory Agreement, TAM pays the sub-adviser a fee out of the investment management fee TAM receives from the Portfolio. Fees paid to Barrow Hanley during the Portfolio’s most recent fiscal year ended December 31, 2019 were $1,459,251. The proposed investment management and sub-advisory fees for the Portfolio would result in a nominal net annual decrease in investment management fees retained by TAM. In conjunction with the proposed sub-adviser change, the investment management fee schedule for the Portfolio would be lower. Please see additional information under “Management Fees” below.

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

0.20% of the first $200 million

0.15% over $200 million up to $500 million

0.13% in excess of $500 million

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

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

0.30% of the first $200 million

0.20% over $200 million up to $500 million

0.15% in excess of $500 million

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

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

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

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

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

MANAGEMENT FEES

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

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

Management fees are accrued daily and paid by the Portfolio monthly. As of October 8, 2020, the net assets of the Portfolio were $627,538,529.27.

TAM has contractually agreed through May 1, 2021 to waive fees and/or reimburse Portfolio expenses to the extent that the total operating expenses exceed 0.85% for Initial Class shares and 1.10% for Service Class shares, excluding, as applicable, acquired fund fees and expenses, interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, extraordinary expenses and other expenses not incurred in the ordinary course of the Portfolio’s business. TAM is permitted to recapture amounts waived and/or reimbursed to a class during any of the 36 months from the date on which TAM waived fees and/or reimbursed expenses for the class. A class may reimburse TAM amounts previously contractually waived or reimbursed only if such reimbursement does not cause, on any particular business day of the portfolio, the class’s total annual operating expenses (after the reimbursement is taken into account) to exceed the applicable expense cap described above or any other lower limit then in effect.

The following chart compares the actual management fees paid by the Portfolio to TAM (with and without regard to waivers/expense reimbursements) for the fiscal year ended December 31, 2019 to a hypothetical example of management fees that would have been paid by the Portfolio to TAM for the same period under the proposed new management fee schedule, and also shows the percentage difference between the actual and hypothetical values.

SUB-ADVISORY FEES

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

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

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

Nature, Extent and Quality of the Services

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

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

Investment Performance

The Board Members considered AAM’s investment management experience, capabilities and resources. The Board Members reviewed the historical performance of the Portfolio for various trailing periods ended May 31, 2020 against the Portfolio’s benchmark. The Board Members noted that the Portfolio’s proposed strategy under AAM management was a custom strategy for which no historical performance data was available. The Board Members reviewed the historical performance of: (i) AAM Global Equity Income, an Irish domiciled open-end fund managed by AAM that uses the same dividend-focused philosophy as that proposed for the Portfolio; (ii) AAM Ethical Equity, a UK-domiciled open-end fund managed by AAM that employs a similar ESG dedicated strategy as that proposed for the Portfolio; and (iii) the U.S. sleeve of AAM Global Equity Income, as a way to demonstrate the team’s stock-picking skills in the U.S. market with a dividend approach. On the basis of this information and the Board Members’ assessment of the nature, extent and quality of the sub-advisory services to be provided by AAM, the Board Members concluded that AAM is capable of generating a level of investment performance that is appropriate in scope and extent in light of the Portfolio’s proposed new principal investment strategies, the competitive landscape of the investment company business and investor needs.

Management and Sub-Advisory Fees and Total Expense Ratio

The Board Members considered the revised management and new sub-advisory fee schedules (“Fee Changes”) for the Portfolio. The Board Members reviewed the management fee and total expense ratio of each class of the Portfolio, based on current assets and assuming implementation of the Fee Changes, as compared to the applicable Broadridge and Morningstar peer group medians. The Board Members noted that although the management fee and/or total expense ratio would, in some cases, be above the applicable Broadridge and/or Morningstar peer group medians, TAM believes the management fee and total expense ratio of each class of the Portfolio would be competitive relative to peers.

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

The Board Members considered the portion of the Portfolio’s management fee to be retained by TAM following payment of the sub-advisory fee by TAM to AAM and noted that TAM considered the amount to be reasonable compensation for its services. On the basis of these and other considerations, together with the other information it considered, the Board Members determined that the revised management fee schedule and new sub-advisory fee schedule were reasonable in light of the services to be provided.

Cost of Services to be Provided and Level of Profitability.

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

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Economies of Scale

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

Fall-Out Benefits

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

Conclusion

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

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

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

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OTHER BUSINESS

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

ADDITIONAL INFORMATION

Information about the Sub-Adviser

AAM, located at 3 Lochside Crescent, Edinburg EH12 9SA, has been a registered investment adviser since 2017. AAM, an affiliate of TAM, is a wholly owned subsidiary of Aegon N.V., a Netherlands corporation and publicly traded international insurance group located at AEGONplein 50, 2591 TV, The Hague, The Netherlands. As of June 30, 2020, AAM had approximately $44.7 billion in total assets under management.

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

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

Management Activities. AAM does not act as an adviser or sub-adviser for any registered investment companies, or series of a registered investment company, with investment objectives similar to the Fund.

Brokerage Information

There were no brokerage commissions incurred on security transactions placed with affiliates of TAM or AAM for the fiscal year ended October 31, 2019 for TF Dividend Focused or December 31, 2019 for TST Dividend Focused VP.

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Shareholder Approval

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

Your Board recommends that you for “FOR” the approval of the New TF Sub-Advisory Agreement or the New TST Sub-Advisory Agreement, as applicable.

Transfer Agent and Principal Underwriter

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

Legal Proceedings

On September 30, 2020, Transamerica Asset Management, Inc. (“TAM”), the investment manager of the funds, entered into a settlement with the Securities and Exchange Commission (the “SEC”) relating to expense recaptures. The recaptures at issue, which TAM self-reported to the SEC, involved amounts previously voluntarily waived and/or reimbursed to four money market funds to prevent the funds from experiencing a negative yield. In some cases recaptures under the voluntary yield waiver arrangements exceeded contractual expense limits. The recaptured amounts were not reflected in the funds’ prospectus fee tables. The funds involved were Transamerica Government Money Market, Transamerica BlackRock Government Money Market VP, Transamerica Partners Government Money Market and Transamerica Partners Institutional Government Money Market. The two Transamerica Partners Government Money Market funds reorganized into Transamerica Government Money Market in October of 2017.

Under the settlement order, TAM agreed to pay affected fund investors approximately $5.3 million in disgorgement and approximately $690,000 in prejudgment interest. These amounts represent expenses incurred above the applicable expense limit (plus interest). TAM was also censured and ordered to cease and desist from committing or causing any violations of certain statutory provisions and SEC rules. The settlement order imposes no civil penalty on TAM based upon TAM having self-reported the matter, the prompt remedial steps taken by TAM, and TAM’s cooperation in the SEC staff ’s investigation. The settlement order does not affect TAM’s ability to manage the funds.

The foregoing is only a brief summary of the settlement order. A copy of the settlement order is available on the SEC’s website at https://www.sec.gov.

Custodian

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

Annual and Semi-Annual Reports

Shareholders of TF Dividend Focused can find important information about the FundFunds in their annual reports dated October 31, 2020 and their semi-annual reports dated April 30, 2021 (or, for Transamerica Stock Index, the Fund’s annual report dated OctoberDecember 31, 20192020 and its semi-annual report dated AprilJune 30, 20202021), which have been previously mailed or made available to Shareholders.shareholders. Shareholders of TST Dividend Focused VPand TAAVF can find important information about the FundTST’s portfolios and TAAVF’s sub-accounts in the Fund’stheir respective annual reportreports dated December 31, 20192020 and its semi-annual reportreports dated June 30, 2020,2021, which have been previously mailed or made available to Shareholders.shareholders. You may obtain copies of these reports without charge by writing to the Funds at the address shown belowon the first page of this Joint Proxy Statement or by calling 1-888-233-4339the following numbers: 1-800-851-9777 for Transamerica Funds, or 1-800-851-9777TST, 1-888-233-4339 for Transamerica Series Trust.TF and 1-800-755-5801 for TAAVF.

Shareholder inquiries and transaction requests should be mailed to:

Transamerica Fund Services Inc.

P.O. Box 219945

Kansas City, MO 64121-9945

Proxy Solicitation

The principal solicitation of proxies will be principally conducted by the mailing of this Joint Proxy Statement beginning on or about October 23, 2020,September 1, 2021, but proxies may also be solicited by telephone and/or online by representatives of the Funds, regular employees of TAM or its affiliate(s), or AST Fund Solutions, LLC,Computershare, a private proxy services firm. It is anticipated that the estimated solicitation costs, including retaining AST Fund Solutions, LLC,total cost of preparing, printing and mailing the joint proxy statement and soliciting proxies will be approximately $80,000$1,657,325 ($942,173 for TF, $708,831 for TST and $6,321 for TAAVF), which will be borne by the Funds. These costs will be allocated among the Funds on the basis of their respective net assets, except when direct costs can be reasonably attributed to $100,000.one or more particular Funds. If we have not received your vote as the date of eachthe Special Meeting approaches, you may receive a call from these parties to ask for your vote. Arrangements will be made with brokerage houses and custodians, nominees and fiduciaries to forward proxies and proxy materials to their clients.

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

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The cost of the Special Meetings,Meeting, including the preparation and mailing of the Notice, Joint Proxy Statement and the solicitation of proxies, including reimbursement to brokerage firms and others for their expenses in forwarding proxy materials to the beneficial owners and soliciting them to execute proxies, will be borne by the Funds.

Independent Registered Public Accounting Firm

The Audit Committee and Board Members, including a majority of the independent Board Members, of each Fund have selected Ernst & Young LLP (“E&Y”) as the independent registered public accounting firm for such Fund. E&Y, in accordance with Independence Standards Board Standard No. 1 (ISB No. 1), has confirmed to each applicable Audit Committee that it is an independent registered public accounting firm with respect to the Funds.

Each Fund’s Audit Committee approved the engagement of E&Y as each Fund’s independent registered public accounting firm for the applicable Fund’s current fiscal year. E&Y provides audit and accounting services including audit of the annual financial statements, assistance and consultation with respect to filings with the SEC, and preparation for annual income tax returns.

The reports of E&Y on each Fund’s financial statements for each of the last two fiscal years audited by E&Y contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. There have been no disagreements with E&Y during such fiscal years and any subsequent interim period on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of E&Y, would have caused them to make reference thereto in their reports on the financial statements for such years.

Representatives of E&Y are not expected to be present at the Special Meeting but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their response.

Shown below for each Fund’s two most recent fiscal years, are the fees billed by the Fund’s independent registered public accounting firm for all audit and non-audit services provided directly to the Fund. The fee information is presented under the following captions:

(a) Audit Fees - fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements.

(b) Audit-Related Fees - fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews not required by regulators.

(c) Tax Fees - fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis reviews.

(d) All Other Fees - fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”

The charter of each Audit Committee requires that the Audit Committee shall approve (a) all audit and permissible non-audit services to be provided to each Fund and (b) all permissible non-audit services to be provided by the Fund’s independent registered public accounting firm to TAM and AAMany service providers controlling, controlled by or under common control with TAM that provide ongoing services to the Fund (“Covered Service Providers”) if the engagement relates directly to the operations and financial reporting of the Fund. The Audit Committee may implement policies and procedures by which such services are approved other than by the full Audit Committee. The pre-approval of these services also is intended to assure that the provision of the services does not impair the Funds.accounting firm’s independence.

No Audit Committee may approve non-audit services that the Audit Committee believes may impair the independence of the independent registered public accounting firms. Permissible non-audit services include any professional services (including tax services) that are not prohibited services as described below provided to the Fund by the independent registered public accounting firms, other than those provided to a Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include (a) bookkeeping or other services related to the accounting records or financial statements of the Fund; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions or human resources; (g) broker or dealer, investment adviser or investment banking services; (h) legal services and expert services unrelated to the audit; and (i) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Unless a type of service to be provided by the independent registered public accounting firm has received pre-approval, it will require separate pre-approval by the Audit Committee. Also, any proposed services exceeding pre-approved cost levels will require separate pre-approval by the Audit Committee. The Audit Committee is not required to pre-approve services for which pre-approval is not required by applicable law, including de minimis and grandfathered services.

Each Audit Committee has considered whether the provision of non-audit services that were rendered by E&Y to TAM and Covered Service Providers that were not pre-approved (not requiring pre-approval) is compatible with maintaining such auditor’s independence. All services provided by E&Y to each Fund, TAM or Covered Service Providers that were required to be pre-approved were pre-approved as required.

For each Fund’s two most recent fiscal years, there were no services rendered by E&Y to a Fund for which the pre-approval requirement was waived.

There were no non-audit fees billed by E&Y for services rendered to TF in each of the last two fiscal years ended October 31, 2019 and October 31, 2020, respectively. In addition, there were no non-audit fees billed by E&Y for services rendered to TAM or any Covered Service Provider(s) that provide ongoing services to TF in each of the last two fiscal years ended October 31, 2019 and October 31, 2020, respectively.

There were no non-audit fees billed by E&Y for services rendered to each of TST or TAAVF in each of the last two fiscal years ended December 31, 2019 and December 31, 2020, respectively. In addition, there were no non-audit fees billed by E&Y for services rendered to TAM or any Covered Service Provider(s) that provide ongoing services to TST or TAAVF in each of the last two fiscal years ended December 31, 2019 and December 31, 2020, respectively.

Transamerica Funds

Shareholder Proposals

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

Proposals relating to the Funds must be received a reasonable time prior to the date of a meeting of shareholders of athe 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. A shareholder proposal may be presented at a meeting of shareholders only if such proposal concerns a matter that may be properly brought before the meeting under applicable federal proxy rules, state law and other governing instruments.

Fiscal Year

The fiscal year end of TF Dividend Focusedeach Fund that is a series of Transamerica Funds, except Transamerica Stock Index, is October 31. The fiscal year end of Transamerica Stock Index and each Fund that is a series of TST Dividend Focused VPand TAAVF is December 31.

General

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

A list of Shareholdersshareholders entitled to be present and to vote at the Special MeetingsMeeting will be available at the offices of the Funds, 1801 California Street, Suite 5200, Denver, COColorado 80202 for inspection by any holdershareholder by appointment during regular business hours beginning ten days prior to the date of the Special Meetings.Meeting. If you would like to review the shareholder list, please call Computershare at 866-963-6126 to coordinate the scheduling of an appointment.

Adjournment

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

Information aboutAbout the Funds

Each of the Funds is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Actcertain other federal securities statutes, and files reports proxy statements and other information with the SEC. TheseProxy materials, reports proxy statements and other information have been filed by the Funds can be inspected and may be obtained upon payment of a duplication fee or by electronic requestcopied at the following e-mail address, publicinfo@sec.gov. Reports andPublic Reference Facilities maintained by the SEC at 100 F Street, NE, Washington, DC 20549. The SEC maintains an internet web site (at http://www.sec.gov), which contains other information about the Funds are also available on the SEC’s Internet site at http://www.sec.gov. To obtain a copy of this Joint Proxy Statement or other informationFunds.

If you have questions about the Funds, without charge, or to request other information or make other inquiries about the Funds,please call 1-888-233-4339 for Transamerica Funds, orTF, 1-800-851-9777 for Transamerica Series Trust or write to the Trusts, 1801 California Street, Suite 5200, Denver, CO 80202, or visit the website at www.transamerica.comTST and 1-800-755-5801 for TF Dividend Focused, and www.transamericaseriestrust.com for TST Dividend Focused VP.TAAVF.

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

October 21, 2020

24

Appendix A

FORM OF INVESTMENT SUBADVISORY AGREEMENT

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

This Agreement, entered into as of December 1, 2020 by and between Transamerica Asset Management, Inc., a Florida corporation (referred to herein as “TAM”) and Aegon Asset Management UK plc, a United Kingdom Public Limited Company (referred to herein as the “Subadviser”).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6.Compensation of the Subadviser. As compensation for the services performed by the Subadviser, TAM shall pay the Subadviser out of the advisory fee it receives with respect to the Fund, and only to the extent thereof, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth opposite the Fund’s name on Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Subadviser for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets, in that period from the beginning of such month to such date of termination, and shall be prorated according to the ratio that the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund, or portion thereof comprising the Allocated Assets, shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as stated in the Fund’s then-current Prospectus or as may be determined by the Board.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[signature page to follow]

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

September 1, 2021

Appendix A

Funds’ Issued and Outstanding Shares

The following tables list, with respect to each Fund, the total number of shares outstanding and the net assets of the Funds on the Record Date.