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

(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 FocusedJPMorgan Core Bond VP

Transamerica PIMCO Total Return VP

1801 California Street, Suite 5200

Denver, Colorado 80202

[                    ], 2020August 2, 2022]

Dear Shareholder or Policyowner:Holder:

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

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

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

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

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

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

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

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

ShareholdersHolders of record of each FundPortfolio as of the close of business on September 30, 2020June 17, 2022 are entitled to vote at the relevant Special Meetingapplicable special meeting and any adjournments or postponements thereof. Whether or not you plan to virtually attend the meeting and regardless of how many shares you own or the size of the interest you hold, your vote is very important to us. By responding promptly, you will save the expense of additional follow-up mailings and solicitations. Please vote today.

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

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

IMPORTANT INFORMATION FOR SHAREHOLDERSHOLDERS

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

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

QUESTIONS AND ANSWERS

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

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

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

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

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

In connection with the proposed appointment of AUIM as sub-adviser to each of Transamerica Core Bond VP and Transamerica Total Return VP, there would also be changes to each Portfolio’s name, investment objective, principal investment strategies, principal risks, and management and sub-advisory fee schedules, as noted below and further described in each proposal. These changes do not require approval by Holders.

Transamerica Core Bond VP. If the new sub-advisory agreement is approved with respect to Transamerica Core Bond VP, it is anticipated that the Portfolio would be renamed “[Transamerica Aegon Intermediate Bond VP].” The Portfolio would seek to achieve maximum total return. In pursuing the Portfolio’s investment objective, AUIM would, under normal circumstances, invest at least 80% of the Portfolio’s net assets (plus the amount of borrowings, if any, for investment purposes) in fixed-income securities. The Portfolio’s portfolio weighted average duration would typically range from 3 to 10 years. The Portfolio would invest up to 10% in high-yield debt securities (commonly referred to as “junk bonds”) and up to 10% in emerging market debt securities, but would invest no more than 15% of the Portfolio’s net assets in high yield debt securities and emerging market debt securities combined. In addition, AUIM, as sub-adviser, would be permitted to engage

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in certain investment strategies involving derivatives. If the change in sub-adviser is approved, the Portfolio would be subject to the following additional principal risks: Inflation risk, Focused Investing risk, Currency Hedging risk, Dollar Rolls risk, Emerging Markets risk, Hedging risk, High Yield Debt Securities risk, Inflation-Protected Securities risk, Loans risk, Municipal Securities risk, Repurchase Agreements risk, Sovereign Debt risk, To Be Announced Transactions risk and Yield risk.

Transamerica Total Return VP. If the new sub-advisory agreement is approved with respect to the Transamerica Total Return VP, it is anticipated that the Portfolio would be renamed “[Transamerica Aegon Bond VP].” The Portfolio would seek to provide high total return through a combination of current income and capital appreciation. In pursuing the Portfolio’s investment objective, AUIM would invest, under normal circumstances, at least 80% of the Portfolio’s net assets (plus the amount of borrowings, if any, for investment purposes) in fixed-income securities. AUIM, as sub-adviser would normally invest at least 50% of the Portfolio’s net assets in (a) debt securities rated investment grade or higher (rated at least BBB by Standard & Poor’s or Fitch or Baa by Moody’s) by at least two rating agencies or, if unrated, are determined to be of comparable quality by AUIM; (b) securities issued or guaranteed by the U.S. government or its agencies or instrumentalities; (c) commercial paper rated Prime, Prime-1 or Prime-2 by NCO/Moody’s Commercial Paper Division, or A-1 or A-2 by Standard & Poor’s; and/or (d) cash or cash equivalents. AUIM would have the ability to invest up to 50% of the Portfolio’s assets in high yield securities (commonly referred to as “junk bonds”). The Portfolio would have the ability to invest up to 20% of its net assets in equity securities. The Portfolio would have the ability to invest in securities of any maturity and would not have a target average duration. If the change in sub-adviser is approved, the Portfolio would be subject to the following additional principal risks: Inflation risk, Bank Obligations risk, Distressed or Defaulted Securities risk, Floating Rate Loans risk, Focused Investing risk, Hedging risk, Inflation-Protected Securities risk, Loans risk, Municipal Securities risk, Sustainability and Environmental, Social and Governance (“ESG”) Considerations risk, Warrants and Rights risk and Yield risk. The Portfolio would no longer be subject to the following principal risks: Reverse Repurchase Agreements risk and Short Sales risk.

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

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

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TRANSAMERICA FUNDS

Transamerica Dividend Focused

TRANSAMERICA SERIES TRUST

Transamerica Barrow Hanley Dividend FocusedJPMorgan Core Bond VP

Transamerica PIMCO Total Return VP

1801 California Street, Suite 5200

Denver, CO 80202

NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERSHOLDERS

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

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

Transamerica Funds:

Transamerica Series Trust:

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

Each ShareholderHolders of record of each FundPortfolio at the close of business on September 30, 2020 isJune 17, 2022 are entitled to notice of and to vote at the Fund’sPortfolio’s respective Special Meeting and any adjournments or postponements thereof.

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

October [     ], 2020

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

The proxy materials will be available to review on your Fund’s website at: [    ] until at least [                    , 2020].www.proxypush.com/TST. A paper or email copy of the proxy materials may be obtained, without charge, by contacting the Funds’Portfolios’ proxy solicitor, AST Fund SolutionsMediant Communications Inc., at 1-888-605-1956.1-888-823-1460.

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

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TRANSAMERICA FUNDS

Transamerica Dividend Focused

TRANSAMERICA SERIES TRUST

Transamerica Barrow Hanley Dividend FocusedJPMorgan Core Bond VP

Transamerica PIMCO Total Return VP

1801 California Street, Suite 5200

Denver, CO 80202

JOINT PROXY STATEMENT

Introduction

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

The Board of each of Transamerica Funds and TST, eachthe Trust, an open-end management investment company that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), has determined that the use of this Joint Proxy Statement for each Fund’sPortfolio’s Special Meeting is in the best interests of each FundPortfolio and its respective ShareholdersHolders in light of the similar matters being considered and voted on by the ShareholdersHolders with respect to each of the Funds.Portfolio. This Joint Proxy Statement and the accompanying materials are being first mailed by the BoardsBoard to ShareholdersHolders of each FundPortfolio on or about [October     , 2020][August 5, 2022].

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

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

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

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

You are being asked to vote at the Special Meeting of each FundPortfolio in which you held interests as of the close of business on September 30, 2020June 17, 2022 (the “Record Date”). Each ShareholderHolder of record of a FundPortfolio at the close of business on the Record Date is entitled to one vote for each dollar of net asset value of the FundPortfolio represented by the Shareholder’sHolder’s shares of the applicable FundPortfolio (with proportional fractional votes for fractional shares). The net assets and total number of shares of each FundPortfolio outstanding and the net assetsasset value per share of each FundPortfolio at the close of business on the Record Date were as follows:

Transamerica Core Bond VP

Transamerica Total Return VP

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TF Dividend Focused

TST Dividend Focused VP

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

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

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

Quorum, Vote Required and Manner of Voting Proxies

Quorum

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

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

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

Vote Required

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

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

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

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Manner of Voting

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

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

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

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

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

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

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

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

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

Revoking Proxies

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

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

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

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

AGREEMENT

TRANSAMERICA DIVIDEND FOCUSEDJPMORGAN CORE BOND VP

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

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

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

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

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

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

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

TAM acts as a manager of managers for the FundPortfolio pursuant to an exemptive order from the SEC (Release IC- 23379 dated August 5, 1998).1998. That exemptive order permits TAM, subject to certain conditions, and without the approval of shareholders, to

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employ a new unaffiliated sub-adviser for a fund pursuant to the terms of a new investment sub-advisory agreement, either as a replacement for an existing sub-adviser or as an additional sub-adviser. Under the terms of the exemptive order, TAM may not enter into a new sub-advisory agreement with AAM,AUIM, an affiliate of TAM, without such agreement being approved by the ShareholdersHolders of the Fund.Portfolio. This is the reason that ShareholderHolder approval of this Proposal I is being sought.

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

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

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

AUIM’s research analysts also integrate environmental, social and governance (“ESG”) matters within their analytical process for credit, sovereign and structured issuers alongside traditional credit metrics as a risk management tool and as a method to identify financially material ESG factors and arrive at an independent, comprehensive view of the Fund to invest onlyinvestment. Consideration of ESG matters is subjective and not determinative in stocksAUIM’s investment process. AUIM may conclude that have a consecutive 25-year historyother attributes of paying cash dividends. It is also expected thatan investment outweigh ESG considerations when making investment decisions.

If the Fund’s portfolio would include a significant technology weighting whereas the Fund currently has none. Following the changeschange in sub-adviser and principal investment strategies,is approved, the FundPortfolio would be subject to the following additional principal risks: SustainabilityInflation risk, Focused Investing risk, DerivativesCurrency Hedging risk, LeveragingDollar Rolls risk, Emerging Markets risk, Hedging risk, High Yield Debt Securities risk, Inflation-Protected Securities risk, Loans risk, Municipal Securities risk, Repurchase Agreements risk, Sovereign Debt risk, To Be Announced Transactions risk and InvestmentsYield risk.

In connection with the proposed appointment of AUIM 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 Affiliated Fundsincreasing brokerage commissions and/or other transaction costs.

Based on AUIM’s experience and Unaffiliated Funds risk.

AAM has asset management capabilities in sustainable investing, as well as large value, dividend-focused investing, andTAM’s desire to engage a depth ofsub-adviser with strong research and management staffcapabilities across the fixed income spectrum and resources that will enable itwith the ability to implement the proposedrevised investment strategies of the Fund. AAM will utilize the expertise of its portfolio managers while leveraging the experience, scale, depth of talent and institutional resources of AAM.

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

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

General Comparison of Sub-Advisory Agreements

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

Investment ManagementSub-Advisory Services.Under the terms of the New TFCore Bond Sub-Advisory Agreement, subject to the supervision of the Trust’s Board and TAM, AAMAUIM will manage the investment and reinvestment of the portfolio assets of the Fund,Portfolio, all without prior consultation with TAM, subject to and in accordance with the investment objective and policies of the FundPortfolio set forth in the Fund’sPortfolio’s current prospectus and statement of additional information, as may be amended from time to time, and any written instructions which TAM or the Fund’sPortfolio’s Board may issue from time-to-time in accordance therewith. In pursuance of the foregoing, AAM

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

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

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

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

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

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

Sub-Advisory Fees. Under both the Current TF Core Bond Sub-advisory Agreement and the New TFCore Bond Sub-Advisory Agreement, TAM pays the sub-adviser a fee out of the investment management fee TAM receives from the Fund.Portfolio. Fees paid to Barrow HanleyJPMorgan during the Fund’sPortfolio’s most recent fiscal year ended OctoberDecember 31, 20192021 were $995,008.$572,349. The proposed investment management and sub-advisory fees for the Portfolio would, at the Portfolio’s current asset level, 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 at the Portfolio’s current asset level. Please see additional information under “Management Fees” below.

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

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

0.15% over $200 million up to $500 million

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

The average daily net assets for purposes of calculating the sub-advisory fees will be determined on a combined basis with the following: (1) the portion of the assets of Transamerica Barrow Hanley Dividend Focused VP.Multi-Managed Balanced VP that is sub-advised by AUIM, a series of the Trust; (2) Transamerica Intermediate Bond and the portion of the assets of Transamerica Balanced II and Transamerica Multi-Managed Balanced that are sub-advised by AUIM, each a series of Transamerica Funds; and (3) the portion of the assets of Balanced Ret Opt and Bond Ret Opt, each separately managed accounts of Transamerica Life Insurance Company that are advised by AUIM.

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

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0.30% of the first $200 million

0.20% over $200 million up to $500 million

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

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

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

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

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

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

MANAGEMENT FEES

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

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

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

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

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

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

Investment Performance

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

Management and Sub-Advisory Fees and Total Expense Ratio

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

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

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

Cost of Services to be Provided and Level of Profitability

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

Economies of Scale

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

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Fall-Out Benefits

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

Conclusion

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

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

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

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

TRANSAMERICA BARROW HANLEY DIVIDEND FOCUSED VP

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

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

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

Pursuant to the investment management agreement, TAM is responsible for providing continuous and regular investment management services, including management and supervision of the 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. AAM would implement an active strategy that generally invests in large and middle U.S. capitalization companies, focusing on those that pay dividends and that the sub-adviser views as having a favorable sustainability profile. In pursuing the Portfolio’s investment objective, AAM would look to buy stocks and hold them over multi-year periods in an effort to benefit from the compounding effects of increasing dividends. In addition, the sub-adviser will seek to invest in stocks it views as having positive sustainability credentials. The Portfolio’s principal investment strategies would no longer include the current limitation of the Portfolio to invest only in stocks that have a consecutive 25-year history of paying cash dividends. It is also expected that the Portfolio’s portfolio would include a significant technology weighting whereas the Portfolio currently has none. Following the changes in sub-adviser and principal investment strategies, the Portfolio would be subject to the following additional principal risks: Sustainability Investing risk, Derivatives risk, Leveraging risk and Investments by Affiliated Funds and Unaffiliated Funds risk.

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

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

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

General Comparison of Sub-Advisory Agreements

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

Investment Management Services. Under the terms of the New TST Sub-Advisory Agreement, subject to the supervision of the Trust’s Board and TAM, AAM will manage the investment and reinvestment of the portfolio assets of the Portfolio, all without prior consultation with TAM, subject to and in accordance with the investment objective and policies of the Portfolio set forth in the Portfolio’s current prospectus and statement of additional information, as may be amended from time to time, and any written instructions which TAM or the Portfolio’s Board may issue from time-to-time in accordance therewith. In pursuance of the foregoing,

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

The New TST Sub-Advisory Agreement provides that AAM will place orders for the purchase and sale of portfolio securities with the issuer or with such broker-dealers who provide brokerage services to the Portfolio within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to AAM, or to any other Portfolio or account over which AAM or its affiliates exercise investment discretion. The New TST Sub-advisory Agreement also provides that, subject to such policies and procedures as may be adopted by the 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.

Sub-Advisory Fees. Under both the Current TST Sub-advisory Agreement and the New TST Sub-Advisory Agreement, TAM pays the sub-adviser a fee out of the investment management fee TAM receives from the Portfolio. Fees paid to Barrow Hanley during the Portfolio’s most recent fiscal year ended December 31, 2019 were $1,459,251.

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

0.20% of the first $200 million

0.15% over $200 million up to $500 million

0.13% in excess of $500 million

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

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

0.30% of the first $200 million

0.20% over $200 million up to $500 million

0.15% in excess of $500 million

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

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

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

Term and Continuance. If approved by Shareholders of the Portfolio, the New TST Sub-Advisory Agreement for the Portfolio will 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.

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.

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MANAGEMENT FEES

In connection with and contingent upon the proposed change in sub-adviser, the management fee rate payable by the Portfolio to TAM will be reduced.changed. 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:

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

Management fees are accrued daily and paid by the Portfolio monthly. As of September 30, 2020,June 17, 2022, the net assets of the Portfolio were $[ ] billion.$427,727,378.58.

TAM currently has contractually agreed through May 1, 20212023 to waive fees and/or reimburse Portfolio expenses to the extent that the total operating expenses exceed 0.85%0.57% for Initial Class shares and 1.10%0.83% for Service Class shares, excluding, as applicable, acquired fund fees and expenses, interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, extraordinary expenses and other expenses not incurred in the ordinary course of the Portfolio’s business. These arrangements cannot be terminated prior to May 1, 2023 without the Board of Trustees’ consent. TAM is permitted to recapture amounts waived and/or reimbursed to a class during any of the 36 months from the date on which TAM waived fees and/or reimbursed expenses for the class. A class may reimburse TAM amounts previously contractually waived or reimbursed only if such reimbursement does not cause, on any particular business day of the portfolio, the class’s total annual operating expenses (after the reimbursement is taken into account) to exceed the applicable expense cap described above or any other lower limit then in effect. If the new sub-adviser is approved, TAM will lower the expense cap to 0.54% for Initial Class shares and 0.80% for Service Class shares.

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

SUB-ADVISORY FEES

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

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

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

proposed changes to the Portfolio’s principal investment strategies. The Board Members further considered that: (i) AAMAUIM is an experienced asset management firm; (ii) TAM is recommending that AAMAUIM be appointed as sub-adviser to the Portfolio; and (iii) TAM believes that AAMAUIM has the capabilities, resources and personnel necessary to provide sub-advisory services to the Portfolio based on TAM’s assessment of AAM’sAUIM’s organization, investment personnel and investment personnel.experience sub-advising other funds in the Transamerica fund complex. The Board Members also considered AAM’sAUIM’s proposed responsibilities and experience with the Portfolio’s proposed principal investment strategies.

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

Investment Performance

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

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

Management Fee and Sub-Advisory Fees and Total Expense Ratio

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

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

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

Cost of Services to be Provided and Level of Profitability.

The Board Members reviewed pro forma estimated profitability information provided by TAM for TAM and its affiliates, including AAM.AUIM. The Board Members noted that, based on assets as of May 31, 2020,February 28, 2022, there was expected to be a decreasean increase in the net management fees retained by TAM but an increaseand in overall profitability to the Transamerica/Aegon organization due to the fact that,

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unlike Barrow Hanley, AAMJPMorgan, AUIM is an affiliated sub-adviser. The Board Members also considered TAM’s view that the Portfolio’s proposed net management fee would allow TAM to be reasonably compensated for its services. The Board Members also considered the pro forma revenue, expense and pre-distribution profit margin information provided by TAM and determined that the profitability of TAM and its affiliates from their relationships with the Portfolio was not anticipated to be excessive.

Economies of Scale

19In evaluating the extent to which the Portfolio’s revised management fee schedule and new sub-advisory fee schedule reflected economies of scale or would permit economies of scale to be realized in the future, the Board Members considered the existence of breakpoints in both the management and sub-advisory fee schedules. The Board Members noted that the breakpoints in the revised management fee schedule 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 AUIM, in light of any economies of scale experienced in the future.

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

TRANSAMERICA PIMCO TOTAL RETURN VP

To approve a new sub-advisory agreement with Aegon USA Investment Management, LLC (“AUIM”) (to be voted on by Holders of Transamerica PIMCO Total Return VP).

This Proposal II is to be voted on by Holders of Transamerica PIMCO Total Return VP (for purposes of this proposal, the “Portfolio”), a series of Transamerica Series Trust (for purposes of this proposal, the “Trust”).

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

Currently, Pacific Investment Management Company LLC (“PIMCO”) serves as the sub-adviser to the Portfolio and is a party to an investment sub-advisory agreement with TAM with respect to the Portfolio (the “Current Total Return Sub-Advisory Agreement”). Under the Current Total Return Sub-Advisory Agreement, dated May 1, 2002, as amended, PIMCO provides sub-advisory services to the Portfolio in a manner consistent with the terms of the Current Total Return Sub-Advisory Agreement and the investment objective, strategies and policies of the Portfolio. The Current Total Return Sub-Advisory Agreement was last approved by the Trust’s Board on June 15 and 16, 2022.

A general description of the proposed New Total Return Sub-Advisory Agreement is included below. The terms of the New Total Return Sub-Advisory Agreement are substantially similar to those of the Current Total Return Sub-Advisory Agreement it would replace. The Trust’s Board approved the New Total Return Sub-Advisory Agreement at a meeting held on June 15 and 16, 2022. Holder approval of the New Total Return Sub-Advisory Agreement must also be obtained, and the Board has authorized seeking such approval. The form of the New Total Return Sub-Advisory Agreement is included in Appendix A.

The Portfolio’s investment management agreement dated March 1, 2016, as amended, with TAM, a Florida corporation located at 1801 California Street, Suite 5200, Denver, CO 80202, was last approved by Holders 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 15 and 16, 2022. TAM is directly owned by Transamerica Life Insurance Company (“TLIC”) (77%) and AUSA Holding, LLC (“AUSA”) (23%), both of which are indirect, wholly owned subsidiaries of Aegon N.V. TLIC is owned by Commonwealth General Corporation (“Commonwealth”). Commonwealth and AUSA are wholly owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is wholly owned by Aegon International B.V., which is wholly owned by Aegon N.V., a Netherlands corporation and a publicly traded international insurance group.

Pursuant to the investment management agreement, TAM is responsible for providing continuous and regular investment management services, including management and supervision of the Portfolio’s investments and investment program, and providing supervisory, compliance and administrative services to the Portfolio. TAM is authorized to enter into contracts with one or more sub-advisers to perform certain duties of TAM under the investment management agreement. TAM has recommended, and the Board has approved (subject to Holder approval), the appointment of AUIM as a new sub-adviser to the Portfolio, replacing PIMCO. TAM would oversee AUIM 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 $12,980,052 in management fees for the fiscal year ended December 31, 2021. If this Proposal II is approved, TAM, not the Portfolio, will pay AUIM a sub-advisory fee out of the investment management fee it receives from the Portfolio. In conjunction with the proposed change in sub-adviser, TAM proposes lowering its management fee for the Portfolio which would result in immediate savings for current shareholders.

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 new sub-advisory agreement with AUIM, an affiliate of TAM, without such agreement being approved by the Holders of the Portfolio. This is the reason that Holder approval of this Proposal II is being sought.

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The appointment of AUIM 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 AUIM.

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

In connection with the proposed appointment of AUIM as sub-adviser, the Portfolio would be renamed “[Transamerica Aegon Bond VP]” and there would be changes to the Portfolio’s investment objective, principal investment strategies and principal risks. If the New Total Return Sub-Advisory Agreement is approved, AUIM would implement an active strategy that seeks to provide high total return through a combination of current income and capital appreciation. In pursuing the Portfolio’s investment objective, AUIM would invest, under normal circumstances, at least 80% of the Portfolio’s net assets (plus the amount of borrowings, if any, for investment purposes) in fixed-income securities, which may include U.S. government and foreign government bonds and notes (including emerging markets), mortgage-backed, commercial mortgage-backed, and asset-backed securities (including collateralized mortgage obligations), corporate bonds of issuers in the U.S. and foreign countries (including emerging markets), convertible bonds and other convertible securities, bank loans and loan participations, structured notes, and preferred securities. AUIM, as sub-adviser, would normally invest at least 50% of the Portfolio’s net assets in (a) debt securities rated investment grade or higher (rated at least BBB by Standard & Poor’s or Fitch or Baa by Moody’s) by at least two rating agencies or, if unrated, are determined to be of comparable quality by AUIM; (b) securities issued or guaranteed by the U.S. government or its agencies or instrumentalities; (c) commercial paper rated Prime, Prime-1 or Prime-2 by NCO/Moody’s Commercial Paper Division, or A-1 or A-2 by Standard & Poor’s; and/or (d) cash or cash equivalents. AUIM would have the ability to invest up to 50% of the Portfolio’s assets may be invested in high yield securities (commonly referred to as “junk bonds”) and up to 20% of its net assets in equity securities. The Portfolio would have the ability to invest in securities of any maturity and would not have a target average duration.

AUIM’s research analysts also integrate environmental, social and governance (“ESG”) matters within their analytical process for credit, sovereign and structured issuers alongside traditional credit metrics as a risk management tool and as a method to identify financially material ESG factors and arrive at an independent, comprehensive view of the investment. Consideration of ESG matters is subjective and not determinative in AUIM’s investment process. AUIM may conclude that other attributes of an investment outweigh ESG considerations when making investment decisions.

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

In connection with the proposed appointment of AUIM 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 AUIM’s experience and TAM’s desire to engage a sub-adviser with strong research and management capabilities across the fixed income spectrum and with the ability to implement the revised investment strategies of the Portfolio, among other things, TAM recommended to the Board that AUIM be appointed as the Portfolio’s new sub-adviser and the Board has approved AUIM’s appointment, subject to Holder approval.

If approved by Holders, the change in sub-adviser and related changes are anticipated to become effective on or about November 1, 2022.

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General Comparison of Sub-Advisory Agreements

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

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

The New Total Return Sub-Advisory Agreement provides that AUIM 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 AUIM, or to any other Portfolio or account over which AUIM or its affiliates exercise investment discretion. The New Total Return Sub-Advisory Agreement also provides that, subject to such policies and procedures as may be adopted by the Board and officers of the Portfolio, AUIM may pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, in such instances where AUIM 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 AUIM’s overall responsibilities with respect to the Portfolio and to other portfolios and clients for which AUIM exercises investment discretion. The Trust’s Board may adopt policies and procedures that modify and restrict AUIM’s authority regarding the execution of the Portfolio’s portfolio transactions. The Current Total Return Sub-Advisory Agreement contains similar provisions.

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

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

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

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

Sub-Advisory Fees. Under both the Current Total Return Sub-Advisory Agreement and the New Total Return Sub-Advisory Agreement, TAM pays the sub-adviser a fee out of the investment management fee TAM receives from the Portfolio. Fees paid to PIMCO during the Portfolio’s most recent fiscal year ended December 31, 2021 were $4,505,987. The proposed investment management and sub-advisory fees for the Portfolio would result in a nominal asset weighted net 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.

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Under the New Total Return Sub-Advisory Agreement, if approved, TAM (not the Portfolio) will pay AUIM 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:

0.12% of the first $250 million

0.10% over $250 million up to $500 million

0.08% over $500 million up to $1 billion

0.075% in excess of $1 billion

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

Under the Current Total Return Sub-Advisory Agreement, TAM (not the Portfolio) pays PIMCO sub-advisory fees, for its services of 0.25% the first $1 billion; and 0.20% in excess of $1 billion for its services with respect to the Portfolio’s average daily net assets on an annual basis.

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

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

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

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

Termination. The New Total Return Sub-Advisory Agreement provides that it: (i) may be terminated with respect to the Portfolio at any time, without penalty, either by vote of the Board or by vote of a majority of the outstanding voting securities of the Portfolio; (ii) may be terminated by TAM upon written notice to AUIM, without the payment of any penalty; (iii) may be terminated

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by AUIM 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 AUIM and shall not be assignable by TAM without the consent of AUIM. The Current Total Return Sub-Advisory Agreement contains similar provisions but may be terminated by PIMCO upon 60 days’ advance written notice to TAM.

MANAGEMENT FEES

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

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

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

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

The following chart compares the actual management fees paid by the Portfolio to TAM (with and without regard to waivers/expense reimbursements) for the fiscal year ended December 31, 2021 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.