SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

TRANSAMERICA 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 SERIES TRUST

1801 California Street, Suite 5200

Denver, Colorado 80202

December [8], 2023

Dear Holder:

Special meetings of holders (the “Holders”) investing in Transamerica Aegon Core Bond VP, Transamerica Aegon Sustainable Equity Income VP, Transamerica International Focus VP, Transamerica JPMorgan Enhanced Index VP, Transamerica JPMorgan Mid Cap Value VP, Transamerica T. Rowe Price Small Cap VP, Transamerica TS&W International Equity VP and Transamerica WMC US Growth VP (each, a “Portfolio” and collectively, the “Portfolios”), each a series of Transamerica Series Trust, including those holders investing through a variable life insurance policy or variable annuity contract, will be held at the offices of Transamerica Asset Management, Inc. (“TAM”), 1801 California Street, Suite 5200, Denver, CO 80202, on January 26, 2024 at 10:00 a.m. (Mountain Time) (together, the “Special Meeting”).

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

Ratify and approve the current sub-advisory agreement for Transamerica International Focus VP. Holders of Transamerica International Focus VP are being asked to ratify and approve the current sub-advisory agreement with Epoch Investment Partners, Inc.

Approve the Portfolio’s use of the “manager of managers” exemptive order. Holders of each Portfolio are being asked to approve the Portfolio’s use of the manager of managers exemptive order, which will allow TAM, the Portfolio’s investment manager, to enter into and materially amend sub-advisory agreements with respect to the Portfolio in the future without Holder approval, subject to prior approval by the Portfolio’s Board of Trustees.

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

Importantly, after careful consideration, the Board of Trustees of your Portfolio has considered each proposal as applicable to your Portfolio and has determined it is in the best interest of your Portfolio, and unanimously recommends that you vote “FOR” the proposal(s) with respect to your Portfolio. However, before you vote, please read the full text of the joint proxy statement for an explanation of the proposal(s) with respect to your Portfolio.

Holders of record of each Portfolio as of the close of business on October 31, 2023 are entitled to vote at the Special Meeting and any adjournments or postponements thereof. Whether or not you plan to attend the meeting and regardless of the size of the interest you hold, your vote is very important to us. 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 Transamerica Series Trust at 1-800-851-9777.

IMPORTANT INFORMATION FOR HOLDERS

Please read the full text of the enclosed proxy statement.

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

QUESTIONS AND ANSWERS

The special meeting for each Portfolio is being held together with the special meetings for the other Portfolios for convenience, but each special meeting is a separate meeting (together, the “Special Meeting”). The Special Meeting will be held at the offices of Transamerica Asset Management, Inc. (“TAM”), 1801 California Street, Suite 5200, Denver, CO 80202, on January 26, 2024 at 10:00 a.m. (Mountain Time).

The Portfolios are sold to separate accounts of Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company and Transamerica Advisors Life Insurance Company (collectively, the “Insurance Companies”) to fund benefits under variable life policies or variable annuity contracts. The Insurance Companies each offer Holders the opportunity to invest in the Portfolios through their respective products. The Portfolios are also offered as investment options for certain asset allocation series of the Trust.

At the Special Meeting, Holders of Transamerica International Focus VP are being asked to ratify and approve the current sub-advisory agreement with Epoch Investment Partners, Inc. so that agreement may continue.

In addition, Holders of each Portfolio, including Transamerica International Focus VP, are being asked to approve the Portfolio’s use of the manager of managers exemptive order, which will allow TAM, the Portfolio’s investment manager, to enter into and materially amend sub-advisory agreements with respect to the Portfolio in the future without shareholder approval, subject to prior approval by the Portfolio’s Board of Trustees (the “Board”).

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

i

ii

TRANSAMERICA SERIES TRUST

1801 California Street, Suite 5200

Denver, CO 80202

NOTICE OF SPECIAL MEETING OF HOLDERS

Scheduled to be Held on January 26, 2024

Please take notice that special meetings of holders (the “Holders”) investing in one or more of Transamerica Aegon Core Bond VP, Transamerica Aegon Sustainable Equity Income VP, Transamerica International Focus VP, Transamerica JPMorgan Enhanced Index VP, Transamerica JPMorgan Mid Cap Value VP, Transamerica T. Rowe Price Small Cap VP, Transamerica TS&W International Equity VP and/or Transamerica WMC US Growth VP (each, a “Portfolio” and collectively, the “Portfolios”), each a series of Transamerica Series Trust (the “Trust”), including those holders investing through a variable life insurance policy or variable annuity contract, will be held at the offices of Transamerica Asset Management, Inc. (“TAM”), 1801 California Street, Suite 5200, Denver, CO 80202, on January 26, 2024 at 10:00 a.m. (Mountain Time) (together, the “Special Meeting”), to consider and vote on the following proposals:

After careful consideration of each proposal, the Board of Trustees of the Trust approved and recommends that Holders vote “FOR” the applicable proposal(s).

Holders of record of each Portfolio at the close of business on October 31, 2023 are entitled to notice of and to vote at the Special Meeting and any adjournments or postponements thereof.

HOLDERS ARE INVITED TO ATTEND THE SPECIAL MEETING IN PERSON. HOWEVER, YOU MAY VOTE PRIOR TO THE SPECIAL MEETING 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 at: https://vote.proxyonline.com/transamerica/docs. A paper or email copy of the proxy materials may be obtained, without charge, by contacting the Portfolios’ proxy solicitor, EQ Fund Solutions, at (800)549-6697.

KINDLY VOTE YOUR 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.

I

TRANSAMERICA SERIES TRUST

Transamerica Aegon Core Bond VP

Transamerica Aegon Sustainable Equity Income VP

Transamerica International Focus VP

Transamerica JPMorgan Enhanced Index VP

Transamerica JPMorgan Mid Cap Value VP

Transamerica T. Rowe Price Small Cap VP

Transamerica TS&W International Equity VP

Transamerica WMC US Growth VP

1801 California Street, Suite 5200

Denver, CO 80202

JOINT PROXY STATEMENT

Introduction

This joint proxy statement (“Joint Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board” and each member, a “Board Member”) of Transamerica Aegon Core Bond VP, Transamerica Aegon Sustainable Equity Income VP, Transamerica International Focus VP, Transamerica JPMorgan Enhanced Index VP, Transamerica JPMorgan Mid Cap Value VP, Transamerica T. Rowe Price Small Cap VP, Transamerica TS&W International Equity VP and/or Transamerica WMC US Growth VP, each a series of Transamerica Series Trust (“Trust”) (each, a “Portfolio” and, collectively, the “Portfolios”). The proxies are being solicited for use at special meetings of holders (the “Holders”) investing in one or more of the Portfolios to be held at the offices of Transamerica Asset Management, Inc. (“TAM”), 1801 California Street, Suite 5200, Denver, CO 80202, on January 26, 2024 at 10:00 a.m. (Mountain Time) (the “Special Meeting”) and at any and all adjournments or postponements of the Special Meeting. The Special Meeting for each Portfolio is being held together with the Special Meetings for the other Portfolios for convenience, but each Special Meeting is a separate meeting. Each Special Meeting will be held for the purposes set forth in the accompanying Notice of Special Meeting of Holders.

The Board of the Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), has determined that the use of this Joint Proxy Statement for a Special Meeting of each Portfolio is in the best interests of each Portfolio and its respective Holders in light of the similar matters being considered and voted on by the Holders with respect to each Portfolio. A Notice of Internet Availability will be sent to Holders of each Portfolio on or about [December 12, 2023].

The Trust is organized as a Delaware statutory trust. The Portfolios 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. The only shareholders of the Portfolios are the insurance company separate accounts and the asset allocation portfolios. As a Holder invested in one or more of the Portfolios through an insurance company separate account, you are being asked to give instructions to your insurance company as to how to vote on your behalf. Holders are not shareholders of the Portfolios, but for ease of reference shareholders and Holders are sometimes collectively referred to in this Joint Proxy Statement as “Holders” or “shareholders,” and the interests that they hold in insurance company separate accounts that in turn invest in the Portfolios are sometimes referred to as “interests” or “shares.”

In certain cases, for ease of comprehension, the term “Portfolio” is used in this Joint Proxy Statement where it may be more precise to refer to the Trust of which each Portfolio is a series, and the Special Meetings are referred to together as the Special Meeting.

You are being asked to vote at the Special Meeting of each Portfolio in which you held interests as of the close of business on October 31, 2023 (the “Record Date”). Each Holder of record of a Portfolio at the close of business on the Record Date is entitled to one vote for each dollar of net asset value of the Portfolio represented by the Holder’s interests in the applicable Portfolio (with proportional fractional votes for fractional shares). The net assets and total number of shares of each Portfolio outstanding and the net asset value per share of each Portfolio at the close of business on the Record Date were as follows:

Transamerica Aegon Core Bond VP

1

Transamerica Aegon Sustainable Equity Income VP

Transamerica International Focus VP

Transamerica JPMorgan Enhanced Index VP

Transamerica JPMorgan Mid Cap Value VP

Transamerica T. Rowe Price Small Cap VP

Transamerica TS&W International Equity VP

Transamerica WMC US Growth VP

The Portfolio(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 Portfolio 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 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 Portfolio’s Special Meeting will be voted at that Special Meeting. On the matters coming before the Special Meeting as to which a Holder has specified a choice on that Holder’s proxy, the Holder’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 Meeting.

Holders 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 Portfolio a written notice of revocation (addressed to the Secretary at the principal executive offices of the Portfolios at the address above), by delivering a duly executed proxy bearing a later date or by attending and voting at the 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

2

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 Holders of a Portfolio is required to take action at the Portfolio’s Special Meeting. For the purposes of taking action on Proposal I and 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 respective Portfolio shall constitute a quorum at the Special Meeting for that Portfolio.

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

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, including an adjournment of the Special Meeting to permit further solicitation of proxies with respect to any of the proposals if they determine that adjournment and further solicitation are reasonable and in the best interests of Holders. A vote may be taken on any proposal prior to any such adjournment if sufficient votes have been received.

Vote Required

Proposal I. The approval of Proposal I requires the vote of a “majority of the outstanding voting securities” of Transamerica International Focus VP 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 Portfolio 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 Portfolio are present or represented by proxy, or (b) more than 50% of the voting power of the outstanding securities of the Portfolio (a “1940 Act Majority Vote”).

Proposal II. Each Portfolio votes separately on Proposal II. With respect to each Portfolio, Proposal II requires a 1940 Act Majority Vote of the Portfolio.

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

Manner of Voting

Interests of the Portfolios are not offered directly to the public but are sold only to (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”), and (2) certain asset allocation portfolios that are series of the Trust (the “Asset Allocation Portfolios”). As such, Transamerica Life Insurance Company (“TLIC”), Transamerica Financial Life Insurance Company and Transamerica Advisors Life Insurance Company (collectively, the “Insurance Companies”) and the Asset Allocation Portfolios are the only shareholders of the investment portfolios offered by the Trust. The Insurance Companies each offer the opportunity to invest in the Portfolios through their respective products.

3

The Insurance Companies will vote shares held by these separate accounts in a manner consistent with voting instructions timely received from the Holders of the Policies used to fund the accounts.

The Insurance Companies will use proportional voting to vote shares held by separate accounts for which no timely instructions are received from the Holders of the Policies. The Insurance Companies do not require that a minimum number of owners of the Policies submit voting instructions before the Insurance Companies will vote the shares of the Portfolios held by their separate accounts at the Special Meeting. As a result, a small number of Holders of the Policies could determine how the Insurance Companies vote, if other Holders fail to vote. In addition, TAM, the Insurance Companies and their affiliates will use proportional voting to vote any shares held by TAM, the Insurance Companies or their affiliates for their own accounts.

A signed proxy card or other authorization by a Holder that does not specify how the Holder’s interest should be voted 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 the underlying Portfolios held by the relevant Asset Allocation Portfolios in accordance with the recommendation from the Board of those Asset Allocation Portfolios (which is the same Board as the Board of the Portfolios). The Board of Trustees has recommended that shares of each Portfolio held by those Asset Allocation Portfolios be voted in favor 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, each Portfolio had net assets, with amounts of those net assets attributable to the relevant Asset Allocation Portfolios, collectively, as shown below. As of the Record Date, the applicable Asset Allocation Portfolios held approximately 86% of the voting power of the outstanding voting securities of Transamerica JPMorgan Enhanced Index VP and as a result, absent a change in circumstance, Proposal II is expected to be approved by Transamerica JPMorgan Enhanced Index VP.

If you need more information or have any questions about the proposals or voting, please call the Portfolios’ proxy solicitor, EQ Fund Solutions, at (800) 549-6697.

Revoking Proxies

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

However, attendance at the Special 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.

4

BACKGROUND

TAM, a Florida corporation located at 1801 California Street, Suite 5200, Denver, CO 80202, serves as investment manager for the Portfolios. The Trust has entered into an Investment Management Agreement (“Management Agreement”), on behalf of each Portfolio, with TAM. TAM provides continuous and regular investment management services to the Portfolios. TAM supervises each Portfolio’s investments, conducts its investment program and provides supervisory, compliance and administrative services to the Portfolios. The Board last approved each Portfolio’s Management Agreement on June 14, 2023.

TAM is directly owned by TLIC (77%) and AUSA Holding, LLC (“AUSA”) (23%), both of which are indirect, wholly owned subsidiaries of Aegon Ltd. 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 Ltd., a Bermuda exempted company with liability limited by shares (formerly, Aegon N.V., a Netherlands corporation) and a publicly traded international insurance group.

For each Portfolio, TAM currently acts as a “manager of managers” and hires investment sub-advisers to furnish investment advice and recommendations, and has entered into a sub-advisory agreement with each Portfolio’s sub-adviser. TAM has received a manager of managers exemptive order from the Securities and Exchange Commission (the “SEC”) (Release IC- 23379 dated August 5, 1998) (the “Manager of Managers Order”). That exemptive order permits TAM, subject to certain conditions, and without the approval of shareholders, to employ a new unaffiliated sub-adviser 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, and materially change the terms of any sub-advisory agreement.

Following the issuance of the Manager of Managers Order and initial authorization by shareholders of the Portfolios to rely on the Manager of Managers Order, each Portfolio received assets in a fund substitution transaction pursuant to SEC substitution orders obtained by the applicable Insurance Companies on April 19, 2017.¹A fund substitution transaction results in assets previously invested in one fund being redeemed and invested in a different fund. The funds replaced in the fund substitution transactions had not previously approved operating under a manager of managers structure. As a condition of each of these substitution transactions, the Insurance Companies represented that they would not change a Portfolio’s sub-adviser without first obtaining shareholder approval of the sub-adviser change or the parties continued ability to rely on the Manager of Managers Order. As a result, each Portfolio, as a replacement fund in a fund substitution, is unable to rely upon the Manager of Managers Order until such time that the Portfolio obtains shareholder approval to do so. Proposal II seeks such shareholder approval with respect to each Portfolio.

A new sub-adviser for Transamerica International Focus VP was hired without shareholder approval of the Manager of Managers Order or the agreement with the new sub-adviser being sought or obtained. The failure to obtain shareholder approval was due to inadvertence. Board approval of the new sub-adviser and the applicable sub-advisory agreement was in fact obtained and, as discussed below, holders of interests in the Portfolio were notified of the change and received an information statement discussing the new sub-adviser and sub-advisory agreement. Proposal I seeks the ratification and approval of the current sub-advisory agreement with Epoch Investment Partners, Inc. (“Epoch”) with respect to this Portfolio.

¹A fund substitution, with Transamerica WMC US Growth VP as the replacement fund, was carried out on May 1, 2023 without obtaining a substitution order in reliance on the Commission Statement on Insurance Product Fund Substitution Applications, Release No. IC-34199 (Feb. 23, 2021).

5

PROPOSAL I -

RATIFY AND APPROVE THE CURRENT INVESTMENT SUB-ADVISORY AGREEMENT

FOR TRANSAMERICA INTERNATIONAL FOCUS VP

This Proposal I is to be voted on by Holders of Transamerica International Focus VP (for purposes of this proposal, the “Portfolio”), a series of the Trust.

Epoch provides sub-advisory services to the Portfolio pursuant to a sub-advisory agreement with TAM dated as of November 1, 2018 (the “Sub-Advisory Agreement”). Epoch is a wholly-owned subsidiary of The Toronto-Dominion Bank (“TD Bank”).

Epoch has served as the Portfolio’s sub-adviser since December 31, 2021. On that date, TDAM USA Inc. (“TDAM USA”), a wholly-owned subsidiary of TD Bank, merged with and into Epoch, and Epoch assumed the Sub-Advisory Agreement with respect to the Portfolio. TDAM served as sub-adviser to the Portfolio from September 30, 2019 until December 30, 2021. On September 30, 2019, Greystone Managed Investments, Inc. (“Greystone”), a wholly-owned subsidiary of TD Bank, transferred the Sub-Advisory Agreement with respect to the Portfolio to TDAM USA. Greystone replaced MFS Investment Management (“MFS”) as the Portfolio’s sub-adviser on May 1, 2018. Greystone’s parent company, Greystone Capital Management, Inc. was acquired by TD Bank on November 1, 2018, and Greystone became a wholly-owned subsidiary of TD Bank upon the completion of that acquisition.

At an in-person meeting held on December 6, 2017, the Board considered a recommendation by TAM for Greystone to replace MFS as sub-adviser to the Portfolio, and unanimously approved the sub-advisory agreement with Greystone (the “Greystone Agreement”). Greystone began sub-advising the Portfolio on May 1, 2018. Information relating to the Greystone Agreement and Greystone was disclosed in an information statement distributed to the Portfolio’s Holders on or about June 1, 2018.

Thereafter, at an in-person meeting held on September 12, 2018, in anticipation of TD Bank’s acquisition of Greystone’s parent company, the Board voted unanimously to approve the Sub-Advisory Agreement between TAM and Greystone to take effect upon the closing of the transaction. This transaction was considered an “assignment” (as defined in the 1940 Act) of the Greystone Agreement resulting in its automatic termination as a matter of law. Information relating to the Sub-Advisory Agreement and Greystone was disclosed in an information statement distributed to the Portfolio’s Holders on or about February 20, 2019.

The transfer of the Sub-Advisory Agreement from Greystone to TDAM USA and Epoch’s assumption of the Sub-Advisory Agreement when TDAM merged into Epoch, both as discussed above, were not considered an assignment of the Sub-Advisory Agreement.

Epoch provides sub-advisory services to the Portfolio pursuant to the Sub-Advisory Agreement. The Sub-Advisory Agreement was last renewed by the Board on June 14, 2023.

TAM oversees Epoch and monitors 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 $3,010,883 in management fees for the fiscal year ended December 31, 2022. TAM, and not the Portfolio, pays Epoch a sub-advisory fee out of the investment management fee it receives from the Portfolio.

At the Special Meeting, Holders will be asked to ratify and approve the current Sub-Advisory Agreement between TAM and Epoch. The Portfolio received assets in fund substitution transactions pursuant to SEC substitution orders obtained by the applicable Insurance Companies. As a condition of these substitution transactions, the Insurance Companies represented that they would not change the Portfolio’s sub-adviser without first obtaining shareholder approval of the sub-adviser change or the parties continued ability to rely on the Manager of Managers Order. Due to inadvertence, a new sub-adviser for the Portfolio was hired without shareholder approval of the Manager of Managers Order or the agreement with the new sub-adviser. Proposal I asks Holders to ratify and approve the current Sub-Advisory Agreement. The ratification and approval of the current Sub-Advisory Agreement will be deemed an approval of the termination of MFS, and the approval of the appointment of Greystone as sub-adviser to the Portfolio and the Greystone Agreement. A general description of the Sub-Advisory Agreement is included below. The Sub-Advisory Agreement is included in Appendix A.

TAM provides 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 Epoch.

No officer or Board Member is a director, officer or employee of Epoch. No officer or Board Member, through the ownership of securities or otherwise, has any other material direct or indirect interest in Epoch or any other person controlling, controlled by or under common control with Epoch. Since December 31, 2021, none of the Board Members have had any material interest, direct or

6

indirect, in any material transactions, or in any material proposed transactions, to which Epoch or any of its affiliates was or is to be a party.

The Portfolio’s current prospectus, summary prospectus and statement of additional information, each dated May 1, 2023, as supplemented, describe the Portfolio’s strategies and risks, current and past performance, and additional information about Epoch.

General Description of Sub-Advisory Agreement

Set forth below is a general description of certain terms of the Sub-Advisory Agreement. The terms of the Sub-Advisory Agreement are similar to those of the prior sub-advisory agreement with MFS. Under the Sub-Advisory Agreement, the sub-advisory fee rates payable by TAM to Epoch have decreased. A description of the sub-advisory fee rates appears below under the caption “Sub-Advisory Fees”. A copy of the 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 Sub-Advisory Agreement.

Under the terms of the Sub-Advisory Agreement, subject to the supervision of the Board and TAM, Epoch shall regularly provide the Portfolio (with respect to such portion of the Portfolio’s assets as shall be allocated to Epoch by TAM from time to time (the “Allocated Assets”)) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Portfolio’s investment objectives, policies and restrictions, as stated in the Portfolio’s current Prospectus and Statement of Additional Information, and subject to such other restrictions and limitations as directed by the officers of TAM or the Trust by reasonable notice in writing to Epoch.

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

The Sub-Advisory Agreement provides that it: (i) may be terminated with respect to any 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 30 days’ advance written notice to Epoch, without the payment of any penalty; (iii) may be terminated by Epoch upon 60 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 Epoch and shall not be assignable by TAM without the consent of Epoch.

The Sub-Advisory Agreement requires that Epoch, 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 Epoch relating to the services provided pursuant to the 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 Sub-Advisory Agreement states that Epoch shall be responsible only for rendering the services called for thereunder in good faith and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of services thereunder, provided that Epoch is not protected against any liability to TAM or the Portfolio to which Epoch would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the Sub-Advisory Agreement.

The Sub-Advisory Agreement provides that unless TAM advises Epoch in writing that the right to vote proxies has been expressly reserved to TAM or the Trust or otherwise delegated to another party, Epoch shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Portfolio’s securities managed by Epoch, in accordance with Epoch’s proxy voting policies and procedures without consultation with TAM or the Portfolio.

The Sub-Advisory Agreement provides that Epoch, in performance of its duties, is and shall be an independent contractor and, unless otherwise expressly provided in the Sub-Advisory Agreement or otherwise authorized in writing, shall have no authority to act for or represent the Portfolio in any way or otherwise be deemed to be an agent of the Portfolio or TAM.

The Sub-Advisory Agreement requires Epoch to make certain representations and covenants, including concerning Epoch’s review of the Portfolio’s registration statement, the registration statement disclosure being consistent with the manner in which Epoch is managing the Portfolio, and Epoch’s commitment to promptly notify TAM and the Trust in the event the registration statement disclosure becomes inaccurate or incomplete.

7

The Sub-Advisory Agreement provides that it shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York without regard to conflicts of laws principles.

MANAGEMENT FEES

Under the Management Agreement, the Portfolio pays TAM a management fee on an annual basis the following management fee based on its average daily net assets:

Prior to May 1, 2018, the Portfolio paid TAM a management fee of 0.905% of the first $500 million, 0.88% over $500 million up to $1 billion, 0.83% over $1 billion up to $1.5 billion, 0.805% over $1.5 billion up to $2 billion, and 0.78% in excess of $2 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 the Record Date, the net assets of the Portfolio were 342,426,967.83.

SUB-ADVISORY FEES

Under the Sub-Advisory Agreement, TAM (not the Portfolio) pays Epoch 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:

0.27% of the first $1 billion

0.25% over $1 billion up to $2 billion

0.24% in excess of $2 billion

The average daily net assets for the purpose of calculating sub-advisory fees are determined on the basis of the combined assets of Transamerica International Focus VP, Transamerica International Focus and Transamerica International Growth CIT, a series of Great Grey (formerly, Wilmington Trust) Collective Investment Trust that is sub-advised by Epoch.

Under the MFS sub-advisory agreement, TAM (not the Portfolio) paid MFS 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:

0.425% of the first $500 million

0.40% over $500 million up to $1 billion

0.375% over $1 billion up to $1.5 billion

0.35% over $1.5 billion up to $2 billion

0.325% in excess of $2 billion

The average daily net assets for the purpose of calculating sub-advisory fees were determined on the basis of the combined assets of Transamerica International Focus VP (formerly, Transamerica MFS International Equity VP) and Transamerica International Focus.

The following chart compares the actual sub-advisory fees paid by TAM to Epoch (net of fees reimbursed) for the fiscal year ended December 31, 2022 to a hypothetical example of sub-advisory fees that would have been paid by TAM to MFS for the same period under the MFS Sub-Advisory Agreement, and also shows the percentage difference between the actual and hypothetical values.

Amounts paid to TAM, other than management fees, and to affiliates of TAM during the fiscal year ended December 31, 2022 by the Portfolio and the services for which the amounts were paid, if any, are listed below. There were no other material payments by the Portfolio to Epoch, TAM, or any of their affiliates during that period.

8

Information about the Sub-Adviser

Epoch, located at 1 Vanderbilt Avenue, 23rd Floor, New York, NY 10017, has been a registered investment adviser since May 2004. As of September 30, 2023, Epoch had approximately $27.4 billion in total assets under management. Epoch is a wholly-owned subsidiary of TD Bank.

Portfolio Managers. The following portfolio managers are responsible for the day-to-day management of the Portfolio:

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

Management Activities. As of Record Date, Epoch does not act as an adviser or sub-adviser for any registered investment companies with investment objectives similar to the Portfolio.

Brokerage Information. There were no brokerage commissions incurred on security transactions placed with affiliates of TAM or Epoch for the fiscal year ended December 31, 2022.

If the Holders of the Portfolio do not ratify and approve the current Sub-Advisory Agreement, then Transamerica will consider what next steps are appropriate.

Evaluation by the Board

At meeting of the Board held on December 6, 2017, the Board considered the recommendation by TAM for Greystone to replace MFS as sub-adviser to the Portfolio, and unanimously approved the sub-advisory agreement with Greystone. Information relating to the approval was disclosed in an information statement distributed to the Portfolio’s Holders on or about June 1, 2018.

Thereafter, at a meeting of the Board held on September 12-13, 2018, the Board considered the re-approval of Greystone as sub-adviser for the Portfolio in anticipation of TD Bank’s acquisition of Greystone’s parent company for an initial two year term, which was considered an “assignment” of the original sub-advisory agreement due to the change of control of Greystone, thus resulting in the automatic termination of that original agreement. Information relating to the approval was disclosed in an information statement distributed to the Portfolio’s Holders on or about February 20, 2019. As noted above, the transfer of the Sub-Advisory Agreement

9

from Greystone to TDAM USA and Epoch’s assumption of the Sub-Advisory Agreement when TDAM merged into Epoch were not considered an assignment of the Sub-Advisory Agreement. The Sub-Advisory Agreement has been renewed by the Board each year since the Board’s approval of the agreement in 2018. A discussion regarding each annual renewal is available in the Portfolio’s semi-annual report for the applicable fiscal period ended June 30.

Most recently, the Board renewed the Sub-Advisory Agreement at a meeting held on June 14-15, 2023. At the meeting, following its review and consideration, the Board determined that the terms of the Sub-Advisory Agreement were reasonable and that the renewal of the Sub-Advisory Agreement was in the best interests of the Portfolio and the contract holders invested in the Portfolio. The Board, including the Board Members who are not “interested persons” as defined in the 1940 Act (the “Independent Board Members”), unanimously approved the renewal of the Sub-Advisory Agreement through June 30, 2024.

Prior to reaching their decision, the Board Members requested and received from TAM and Epoch certain information. They then reviewed such information as they deemed reasonably necessary to evaluate the Sub-Advisory Agreement, including information they had previously received from TAM and Epoch as part of their regular oversight of the Portfolio, and knowledge they gained over time through meeting with TAM and Epoch. Among other materials, the Board Members considered comparative fee, expense and performance information prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of mutual fund performance information, as well as fee, expense and profitability information prepared by TAM. To the extent applicable, the Board Members considered information about fees and performance of comparable funds and/or accounts managed by Epoch. The Board also considered reductions to the Portfolio’s expense limits, if any, that took effect after the last renewal of the Sub-Advisory Agreement. In their review, the Board Members also sought to identify instances in which the Portfolio’s performance, fees, total expenses and/or profitability appeared to be outliers within its respective peer group or other comparative metrics, and sought to understand the reasons for such comparative positions.

In their deliberations, the Independent Board Members met privately without representatives of TAM or Epoch present and were represented throughout the process by their independent legal counsel. In considering the proposed continuation of the Sub-Advisory Agreement, the Board Members evaluated and weighed a number of considerations that they believed to be relevant in light of the legal advice furnished to them by counsel, including independent legal counsel, and made a decision in the exercise of their own business judgment. They based their decisions on the considerations discussed below, among others, although they did not identify any particular consideration or item of information that was controlling of their decisions, and each Board Member may have attributed different weights to the various factors.

Nature, Extent and Quality of the Services Provided

The Board considered the nature, extent and quality of the services provided by Epoch to the Portfolio in the past and the services anticipated to be provided in the future. The Board also considered the investment approach for the Portfolio; Epoch’s responsiveness to any questions by the Board Members; and the professional qualifications and compensation program of the portfolio management team of Epoch. The Board Members noted that they receive, on a quarterly basis, an execution analysis from Capital Institutional Services, Inc. (CAPIS), an independent provider of trade analyses, for Epoch and a comparison of trading results against a peer universe of managers.

Investment Performance

In addition, the Board considered the short- and longer-term performance of the Portfolio in light of its investment objective, policies and strategies, including relative performance against (i) a peer universe of comparable mutual funds, as prepared by Broadridge, and (ii) the Portfolio’s benchmark, in each case for various trailing periods ended December 31, 2022. Based on these considerations, the Board determined that Epoch can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s investment objectives, policies and strategies and operations, the competitive landscape of the investment company business and investor needs. The Board’s conclusions as to the Portfolio’s performance are summarized below. For purposes of its review, the Board generally used the performance of Service Class Shares. In describing the Portfolio’s performance relative to its peer universe, the summary conclusions characterize performance for the relevant periods in relation to whether it was “above,” “below” or “in line with” the peer universe median and do so using quintile rankings prepared by Broadridge. For simplicity, performance is described as “above” the median if the Portfolio’s performance ranked anywhere in the first or second quintiles, as “below” the median if it ranked anywhere in the fourth or fifth quintiles, or “in line with” the median if it ranked anywhere in the third quintile (i.e., even if its precise return was somewhat above or somewhat below the precise median return).

When considering the Portfolio’s performance, the Board Members considered any representations made by TAM regarding the appropriateness of certain peer groups and benchmarks. They recognized that performance reflects a snapshot of a period as of a

10

specific date, and that consideration of performance data for a different period could generate significantly different performance results. The Board Members also recognized that even longer-term performance can be negatively affected by performance over a short-term period when that short-term performance is significantly below the performance of the comparable benchmark or universe of peer funds.

The Board noted that the performance of Service Class Shares of the Portfolio was above the median for its peer universe for the past 3-, 5- and 10-year periods and below the median for the past 1-year period. The Board also noted that the performance of Service Class Shares of the Portfolio was above its benchmark for the past 3- and 5-year periods and below its benchmark for the past 1- and 10-year periods. The Board noted that Epoch had commenced sub-advising the Portfolio on May 1, 2018 pursuant to its current investment objective and investment strategies.

Management and Sub-Advisory Fees and Total Expense Ratio

The Board considered the management fee and total expense ratio of the Portfolio, including information provided by Broadridge comparing the management fee and total expense ratio of the Portfolio to the management fees and total expense ratios of comparable investment companies in both a peer group and broader peer universe compiled by Broadridge. The Board’s conclusions as to the Portfolio’s management fee and total expense ratio are summarized below. For purposes of its review, the Board generally used the actual total expenses (i.e., expenses reflecting any waivers and/or reimbursements) of Service Class Shares. In describing the Portfolio’s management fee and total expense ratio relative to its peer group and peer universe, the summary conclusions characterize management fees and total expense ratios for the relevant periods in relation to whether they were “above,” “below” or “in line with” the peer group or peer universe median and do so using quintile rankings prepared by Broadridge. For simplicity, management fees and total expense ratios are described as “above” the median if the Portfolio’s management fee or total expense ratio ranked anywhere in the fourth or fifth quintiles, as “below” the median if it ranked anywhere in the first or second quintiles, or “in line with” the median if it ranked anywhere in the third quintile (i.e., even if its precise management fee or total expense ratio was somewhat above or somewhat below the precise median management fee or total expense ratio).

The Board considered the fees charged by the Sub-Adviser for sub-advisory services, as well as the portion of the Portfolio’s management fee retained by TAM following payment of the sub-advisory fee and how the portion of the contractual management fee retained by TAM at a specified asset level compared to the portions retained by other investment advisers managing mutual funds with similar investment strategies as calculated by an independent provider of information.

The Board noted that the Portfolio’s contractual management fees and the actual total expenses (i.e., expenses reflecting any waivers and/or reimbursements) of Service Class Shares of the Portfolio were below the medians for its peer group and peer universe. The Trustees 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 contract holders.

On the basis of these considerations, together with the other information it considered, the Board determined that the sub-advisory fees to be received by Epoch under the Sub-Advisory Agreement are reasonable in light of the services provided.

Cost of Services Provided and Level of Profitability

The Board noted that the sub-advisory fee is the product of arm’s-length negotiation between TAM and Epoch, which is not affiliated with TAM, and is paid by TAM and not the Portfolio. As a result, the Board focused on the profitability of TAM and its affiliates with respect to the Portfolio.

Economies of Scale

The Board considered economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale and whether there was the potential for realization of any future economies of scale. The Board recognized that, as the Portfolio’s assets increase, any economies of scale realized by Epoch may not directly correlate with each other or with any economies of scale that might be realized by the Portfolio. The Board considered Epoch’s sub-advisory fee schedule and the existence of breakpoints, if any, and how such breakpoints relate to any breakpoints in the Portfolio’s management fee schedule. The Board considered that Epoch’s sub-advisory fees would be based on the combined assets of multiple funds. The Board Members concluded that the Portfolio’s fee structure reflected an appropriate sharing of any efficiencies or economies of scale to date and noted that they will have the opportunity to periodically re-examine the appropriateness of the fee paid to Epoch in light of any economies of scale experienced in the future.

11

Benefits to Epoch from its Relationship with the Portfolio

The Board considered other benefits derived by Epoch from its relationship with the Portfolio.

Conclusion

After consideration of the factors described above, as well as other factors, the Board Members, including the Independent Board Members, concluded that the renewal of the Sub-Advisory Agreement was in the best interests of the Portfolio and the contract holders and voted to approve the renewal of the Sub-Advisory Agreement.

Your Board unanimously recommends that you vote “FOR” this proposal.

12

PROPOSAL II

APPROVAL OF THE USE OF THE MANAGER OF MANAGERS ORDER

Transamerica Aegon Core Bond VP

Transamerica Aegon Sustainable Equity Income VP

Transamerica International Focus VP

Transamerica JPMorgan Enhanced Index VP

Transamerica JPMorgan Mid Cap Value VP

Transamerica T. Rowe Price Small Cap VP

Transamerica TS&W International Equity VP

Transamerica WMC US Growth VP

At the Special Meeting, the Holders of each Portfolio will be asked to approve the use of the Manager of Managers Order with respect to the Portfolio. This would permit TAM in the future to enter into and materially amend sub-advisory agreements with respect to the Portfolio without seeking shareholder approval. For each Portfolio, TAM currently acts as a “manager of managers” and hires investment sub-advisers to furnish investment advice and recommendations with respect to the Portfolio.

Following the issuance of the Manager of Managers Order and initial authorization by shareholders of the Portfolios to rely on the Managers Order, each Portfolio received assets in a fund substitution by the Insurance Companies, as discussed above in the “Background” section of the Joint Proxy Statement. As a condition of each of these fund substitutions, the Insurance Companies represented that they would not change a Portfolio’s sub-adviser without first obtaining shareholder approval of the sub-adviser change or the parties continued ability to rely on the Manager of Managers Order. As a result, each Portfolio, as a replacement fund in a fund substitution, is unable to rely upon the Manager of Managers Order until such time that the Portfolio obtains a new shareholder approval of the Manager of Managers Order.

In general, Section 15(c) of the 1940 Act requires that an investment company must first obtain shareholder approval prior to retaining a new sub-adviser or making material changes to an existing sub-advisory agreement. The Manager of Managers Order permits the Trust and TAM to enter into a new sub-advisory agreement with an unaffiliated sub-adviser and materially change the terms of any sub-advisory agreement, subject to the Board’s approval, including approval by a majority of the Independent Board Members, but without requiring approval from the Portfolio’s shareholders. Each Portfolio’s Holders are being asked to approve reliance on the Manager of Managers Order with respect to the Portfolio. Approval of this Proposal could help the Portfolio avoid unnecessary proxy and related costs and provide the Portfolio with additional flexibility to achieve its investment objective and strategies.

The process to proxy shareholders to obtain their approval of a new sub-advisory arrangement can take several months and increase Portfolio expenses. This could prevent or delay a sub-adviser change that TAM and the Board consider to be in the best interests of your Portfolio. Any new sub-advisory agreement, or material change to an existing sub-advisory agreement, will continue to be subject to Board review and approval. TAM will monitor the performance of any sub-adviser hired on an ongoing basis.

If the Holders of a Portfolio do not approve the use of the Manager of Managers Order, then Proposal II will not be implemented and TAM will continue to need to obtain approval from shareholders prior to entering into or materially amending sub-advisory agreements and the Portfolio will incur proxy and related costs.

Evaluation by the Board

The Board initially approved the application to the SEC for the Manager of Managers Order prior to the submission of that application. At an in-person meeting held on September 20-21, 2023, the Board, including the Independent Board Members, considered and unanimously re-approved TAM’s use of the Manager of Managers Order with respect to the Portfolios and determined to seek Holder approval of the same.

In evaluating the Manager of Managers Order, the Board considered various factors, including:

13

Your Board unanimously recommends that you vote “FOR” the approval of your Portfolio’s reliance on the Manager of Managers Order.

14

OTHER BUSINESS

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

ADDITIONAL INFORMATION

Transfer Agent and Principal Underwriter

Transamerica Fund Services, Inc. (“TFS”), the transfer agent of each of the Portfolios, is located at 1801 California Street, Suite 5200, Denver, CO 80202. TFS has outsourced the provision of certain transfer agency services to SS&C Global Investor & Distribution Solutions, Inc., located at 2000 Crown Colony Drive, Quincy, MA 02169. The distributor of each of the Portfolios is Transamerica Capital, Inc. (“TCI”), located at 1801 California Street, Suite 5200, Denver, CO 80202. TAM, TFS and TCI are all affiliated due to their common ultimate ownership by Aegon, Ltd.

Custodian

State Street Bank & Trust Company, located at One Congress Street, Boston, MA 02114, serves as each Portfolio’s custodian.

Annual and Semi-Annual Reports

Holders of each of the Portfolios can find important information about the Portfolios in the Portfolios’ annual report dated December 31, 2022 and the Portfolios’ semi-annual report dated June 30, 2023, which have been previously provided to Holders. You may obtain copies of these reports without charge by writing to the Portfolio at the address shown below or by calling 1-800-851-9777.

Holder inquiries and transaction requests should be mailed to:

Transamerica Fund Services Inc.

P.O. Box 219945

Kansas City, MO 64121-9945

Proxy Solicitation

The solicitation of proxies will be principally conducted by sending or making this Joint Proxy Statement available to Holders beginning on or about December [12], 2023. Solicitations also may be made by telephone and/or online by representatives of the Portfolios, regular employees of TAM or its affiliate(s), or EQ Fund Solutions, a private proxy services firm. It is anticipated that the estimated solicitation costs, including retaining EQ Fund Solutions, will be approximately $[ ] to $[ ]. If we have not received your vote as the date of the Special Meeting approaches, you may receive a call from these parties to ask for your vote. Arrangements will be made with brokerage houses and custodians, nominees and fiduciaries to forward proxies and proxy materials to their clients.

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

The cost of the Special Meeting, including the preparation and distribution of the Notice of Internet Availability of Proxy Materials, Joint Proxy Statement and the solicitation of proxies, including reimbursement to brokerage firms and others for their expenses in forwarding proxy materials to the beneficial owners and soliciting them to execute proxies, will be borne by the Insurance Companies and not the Portfolios.

15

Principal Holders

As of October 31, 2023, the outstanding shares of each Portfolio were as follows:

Transamerica Aegon Core Bond VP

Transamerica Aegon Sustainable Equity Income VP

Transamerica International Focus VP

Transamerica JPMorgan Enhanced Index VP

Transamerica JPMorgan Mid Cap Value VP

Transamerica T. Rowe Price Small Cap VP

Transamerica TS&W International Equity VP

Transamerica WMC US Growth VP

To the knowledge of the Trust, as of October 31, 2023, the Board Members and officers of the Trust, individually and as a group, owned beneficially less than 1% of the outstanding shares of the Portfolios.

As of October 31, 2023, the persons listed in Appendix B owned of record 5% or more of the shares of the Portfolios indicated in Appendix B.

Holders Communications to the Board

Holders may mail written communications to the Portfolios’ Board, addressed to the care of the Secretary of the Portfolios, at the address of the Portfolios. Each Holder communication must (i) be in writing and be signed by the Holder, and (ii) identify the full name of the Portfolio(s). The Secretary is responsible for collecting, reviewing and organizing all properly submitted Shareholder communications. Except as provided below, with respect to each properly submitted Holder communication, the Secretary will either

16

(i) provide a copy of the communication to the Board at the next regularly scheduled Board meeting, or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Board promptly after receipt. The Secretary may, in good faith, determine that a Holder communication should not be provided to the Board because the communication, among other things, (i) does not reasonably relate to the Portfolio or its operations, management, activities, policies, service providers, Board, officers, Holders or other matters relating to an investment in a Portfolio, or (ii) is ministerial in nature (such as a request for Portfolio literature, share data or financial information).

Holders Sharing the Same Address

As permitted by law, each Portfolio will deliver only one copy of this Joint Proxy Statement or the Notice of Internet Availability of Proxy Materials to Holders residing at the same address, unless such Holders have notified a Portfolio of their desire to receive multiple copies of the Holder reports and proxy statements the Portfolio sends. If you would like to receive an additional copy, please contact your Portfolio by writing to the address shown on the front page of this Joint Proxy Statement or by calling 1-888-823-1460. The Portfolio will then promptly deliver, upon request, a separate copy of this Joint Proxy Statement or the Notice of Internet Availability of Proxy Materials to any Holder residing at an address to which only one copy was mailed. Holders wishing to receive separate copies of each Portfolio’s Holder reports and proxy statements in the future, and Holders sharing an address that wish to receive a single copy if they are receiving multiple copies, should also send a request as indicated. Copies of the proxy materials are also available at: https://vote.proxyonline.com/transamerica/docs.

Holder Proposals

The Portfolios are not required to and do not intend to hold regular annual meetings of Holders. Holders wishing to submit proposals for inclusion in a proxy statement for a subsequent meeting (if any) should send their written proposals to Dennis P. Gallagher, Secretary, 1801 California Street, Suite 5200, Denver, CO 80202.

Proposals relating to Portfolios must be received a reasonable time prior to the date of a meeting of shareholders of a Portfolio to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. A shareholder proposal may be presented at a meeting of shareholders only if such proposal concerns a matter that may be properly brought before the meeting under applicable federal proxy rules, state law and other governing instruments.

Fiscal Year

The fiscal year end of each Portfolio is December 31.

General

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

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

Adjournment

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

Information about the Portfolios

Each of the Portfolios is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act and files reports, proxy statements and other information with the SEC. These reports, proxy statements and other information have been filed by the Portfolios and may be obtained upon payment of a duplication fee or by electronic request at the following e-mail address, publicinfo@sec.gov. Reports and other information about the Portfolios are also available on the SEC’s

17

Internet site at http://www.sec.gov/. To obtain a copy of this Proxy Statement or other information about the Portfolios, without charge, or to request other information or make other inquiries about the Portfolios, call 1-800-851-9777 or write to the Trust, 1801 California Street, Suite 5200, Denver, CO 80202, or visit the website at http://www.transamericaseriestrust.com/.

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

[December 8, 2023]

18

Appendix A

TRANSAMERICA SERIES TRUST

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

EPOCH INVESTMENT PARTNERS, INC.

THIS AMENDMENT is made as of March 4, 2022, to the Investment Sub-Advisory Agreement dated as of November 1, 2018, as amended, (the “Agreement”) between Transamerica Asset Management, Inc. (“TAM”), and TDAM USA Inc., and assumed by Epoch Investment Partners, Inc. (the “Sub-Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

Schedule A to the Agreement is hereby deleted and replaced in its entirety with the attached revised Schedule A, and all references in the Agreement to Schedule A shall be deemed to refer to the attached Schedule A.

In all other respects, the Agreement is confirmed, and remains in full force and effect.

The parties hereto have caused this amendment to be executed as of March 4, 2022.

A-1

Schedule A

* As a percentage of net assets on an annual basis.

** The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with Transamerica International Focus (formerly, Transamerica International Growth), a series of Transamerica Funds, and Transamerica International Growth CIT, a series of Wilmington Trust Collective Investment Trust that is also sub-advised by Epoch Investment Partners, Inc.

A-2

TRANSAMERICA SERIES TRUST

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

EPOCH INVESTMENT PARTNERS, INC.

THIS AMENDMENT is made as of December 31, 2021 to the Investment Sub-Advisory Agreement dated as of November 1, 2018, as amended, (the “Agreement”) between Transamerica Asset Management, Inc., and Greystone Managed Investments Inc., (“Greystone”) as modified by the letter agreement between Greystone and TDAM USA Inc. (“TDAM USA”) dated September 26, 2019, by which Greystone transferred the Agreement to TDAM USA; and as modified by the letter agreement between TDAM and Epoch Investment Partners, Inc. (“Epoch”) dated July 9, 2021, by which TDAM transferred the Agreement to Epoch on or about December 31, 2021.

In consideration of the mutual covenants contained herein, the parties agree as follows:

1.Schedule A. Schedule A to the Agreement is hereby deleted entirely and replaced as follows:

*As a percentage of average daily net assets on an annual basis.

** The average daily net assets for the purpose of calculating sub-advisory feeds will be determined on a combined basis with the assets of Transamerica International Focus (previously known as Transamerica International Growth).

In all other respects, the Agreement dated as November 1, 2018, as amended, is confirmed, and remains in full force and effect.

The parties hereto have caused this amendment to be executed as of December 31, 2021.

A-3

TRANSAMERICA SERIES TRUST

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

TDAM USA INC.

THIS AMENDMENT is made as of November 1, 2021, to the Investment Sub-Advisory Agreement dated as of November 1, 2018, as amended, (the “Agreement”) between Transamerica Asset Management, Inc., and Greystone Managed Investments Inc., (“Greystone”) as modified by the letter agreement between Greystone and TDAM USA Inc. (“TDAM USA”) dated September 26, 2019, by which Greystone transferred the Agreement to TDAM USA.

In consideration of the mutual covenants contained herein, the parties agree as follows:

1.Schedule A. Schedule A to the Agreement is hereby deleted entirely and replaced as follows:

* As a percentage of average daily net assets on an annual basis.

** The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with the assets of Transamerica International Focus (previously known as Transamerica International Growth).

In all other respects, the Agreement dated as November 1, 2018, as amended, is confirmed, and remains in full force and effect.

The parties hereto have caused this amendment to be executed as of November 1, 2021.

A-4

July 9, 2021

TDAM USA Inc.

161 Bay Street, 35th Floor, TD Canada Trust Tower Toronto, Ontario M5J2T2

Epoch Investment Partners, Inc.

1 Vanderbilt Avenue

New York, NY 10017

Re:    Transamerica International Growth and Transamerica International Growth VP

Ladies and Gentlemen:

We refer to:

TDAM USA is an indirect wholly-owned subsidiary of The Toronto Dominion Bank (“TD Bank”). Effective on or about December 31, 2021, TDAM USA will transfer the Agreements to Epoch Investment Partners, Inc. (“Epoch”), a registered investment adviser under the Investment Advisers Act of 1940, as amended, and a subsidiary of TD Bank. The transfer of the Agreements from TDAM USA to Epoch will not constitute an “assignment” of the Agreement under the Investment Company Act of 1940, as amended.

Effective on or about December 31, 2021, the Agreements are hereby assumed in their entirety by Epoch, except that all references to Greystone shall be replaced with references to Epoch. Epoch agrees to perform and be bound by all of the terms of the Agreements and the obligations and duties of Greystone thereunder. The Agreements shall continue in full force and effect as set forth therein for the remainder of their terms.

A-5

This letter agreement shall be governed by the laws of the state of New York and may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute a single agreement.

Please sign below to evidence your agreement with the terms hereof.

Acknowledged:

TRANSAMERICA ASSET MANAGEMENT, INC.

A-6

AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT BETWEEN

TRANSAMERICA ASSET MANAGEMENT, INC. AND

TDAM USA, INC.

THIS AMENDMENT is made as of May 1, 2020 to the Investment Sub-Advisory Agreement dated as of November 1, 2018, between Transamerica Asset Management, Inc. and TDAM USA, Inc. In consideration of the mutual covenants contained herein, the parties agree as follows:

In all other respects, the Sub-Advisory Agreement dated as of November 1, 2018, as amended, is confirmed and remains in full force and effect.

The parties hereto have caused this amendment to be executed as of May 1, 2020.

A-7

SCHEDULE A

as of May 1, 2020

* As a percentage of net assets on an annual basis

** The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with the assets of Transamerica International Growth.

A-8

[LETTERHEAD]

TD Greystone Asset Management

Greystone Managed Investments Inc.

Regina (Head Office)

300 Park Centre

1230 Blackfoot Drive

Regina, Saskatchewan S4S 7G4

September 26, 2019

Greystone Managed Investments Inc.

300-1230 Blackfoot Drive

Regina. Saskatchewan S4S 7G4

TDAM USA Inc.

161 Bay Street, 35th Flo01·, TD Canada Trust Tower

Toronto, Ontario M5J2T2

Re: Transamerica Greystone International Growth VP

Ladies and Gentlemen:

We refer to that certain Investment Subadvisory Agreement dated as of November 1, 2018 by and between Transamerica Asset Management, Inc. and Greystone Managed Investments Inc. (“Greystone”) with respect to Transamerica Greystone International Growth VP, a series of Transamerica Series Trust (the “Agreement”).

Greystone is an indirect wholly-owned subsidiary of The Toronto Dominion Bank (“TD Bank”). Effective September 30, 2019, Greystone will transfer the Agreement to TDAM USA Inc. (“TDAM USA”), a registered investment adviser under the Investment Advisers Act of 1940, as amended, and a subsidiary of TD Bank. The transfer of the Agreement from Greystone to TDAM USA will not constitute an “assignment” of the Agreement under the Investment Company Act of 1940, as amended.

Effective September 30, 2019, the Agreement is hereby assumed in its entirety by TDAM USA, except that all references to Greystone shall be replaced with references to TDAM USA. TDAM USA agrees to perform and be bound by all of the terms of the Agreement and the obligations and duties of Greystone thereunder. The Agreement shall continue in full force and effect as set forth therein for the remainder of its tern.

This letter agreement shall be governed by the laws of the state of New York and may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute a single agreement.

A-9

TD Greystone Asset Management

Please sign below to evidence your agreement with the terms hereof.

A-10

INVESTMENT SUBADVISORY AGREEMENT

GREYSTONE MANAGED INVESTMENTS INC.

This Agreement, entered into as of November 1, 2018 by and between Transamerica Asset Management, Inc., a Florida corporation (referred to herein as “TAM”) and Greystone Managed Investments, Inc., a corporation under the federal laws of Canada (referred to herein as the “Subadviser”).

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

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

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

A-11

For the avoidance of doubt, TAM is responsible for: (i) compliance with all applicable regulations relating to the reporting of proxy votes for the Fund, including all required reports on SEC Form N-PX, provided, however, that the Subadviser is responsible for providing proxy voting information to TAM in connection with TAM’s preparation of Form N-PX; and (ii) making any and all filings in connection with any securities litigation, class action lawsuits and bankruptcy, insolvency or workout proceedings relating to securities held or that were held by the Fund, or, unless otherwise delegated to the Subadviser, related to reporting requirements under federal and state securities laws and/or any foreign laws (as applicable) that may arise in respect of securities held in the Fund, including without limitation, filings required by the SEC or any other applicable regulatory agency (including required reporting related to short positions held in the Fund). The Subadviser shall not incur any liability to TAM by reason of any exercise of, or failure to exercise, TAM’s discretion in respect of such filings.

A-12

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

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

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

6.Compensation of the Subadviser. As compensation for the services performed by the Subadviser, TAM (not the Fund) shall pay the Subadviser a fee out of the management fee it receives with respect to the Fund, as promptly as possible after the last day of each month, computed daily at the annual rate set forth opposite the Fund’s name on Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Subadviser for all services prior to that date. If this Agreement is terminated as of any

A-13

date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets, in that period from the beginning of such month to such date of termination, and shall be prorated according to the ratio that the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund, or portion thereof comprising the Allocated Assets, shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as stated in the Fund’s then-current Prospectus or as may be determined by the Board.

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

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

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

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

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

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

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

The Subadviser further agrees to notify TAM and the Trust promptly in the event that the Subadviser becomes aware that the Description for the Fund is inconsistent with the manner in which the Subadviser is managing the Fund, or in the event that the

A-14

identification and description of risks in the Registration Statement fails to include, or accurately describe in all material respects, all material risks known to the Subadviser that may arise in connection with the management of the Fund by the Subadviser.

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

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

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

15.Books and Records. The Subadviser agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule 31a-3 under the 1940 Act. The Subadviser further agrees to arrange for the preservation of the records required to be maintained by it by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.

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

17.Notices. Any notice herein required is to be in writing and is deemed to have been given to Subadviser or TAM upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested, by electronic mail (which shall be deemed to be “in writing” for purposes of this Agreement) or by facsimile machine or a similar means of same delivery which provides evidence of receipt (with a conforming copy by mail as set forth herein).

All notices provided to TAM will be sent to the attention of:

All notices provided to Subadviser will be sent to the attention of:

TAM and Subadviser agree that instructions or other communications related to this Agreement may be transmitted via the internet or other similar media, and that there is no guarantee that such communications will be delivered to the intended recipient promptly, in the correct format or at all.

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

A-15

19.FORM ADV. TAM and the Fund acknowledge receipt of Part 2 of Subadviser’s Form ADV prior to entering into this Agreement, and acknowledge its understanding of the potential conflicts of interest disclosed therein.

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

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

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

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

[signature page to follow]

A-16

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

A-17

Schedule A

*    As a percentage of average daily net assets on an annual basis.

** The average daily net assets for the purpose of calculating sub-advisory fees will be determined on a combined basis with the assets of Transamerica International Growth.

A-18

Schedule B

Authorized Agents of Transamerica Asset Management, Inc.

A-19

Appendix B

5% and 25% Interest Ownership

To the knowledge of the Trust, as of October 31, 2023, the following persons owned beneficially or of record 5% or more of a class of outstanding shares of each Portfolio indicated:

B-1

B-2

B-3

B-4

Any Holder who holds beneficially 25% or more of a Portfolio may be deemed to control the Portfolio until such time as such investor holds beneficially less than 25% of the outstanding shares of the Portfolio. Any Holder controlling a Portfolio may be able to determine the outcome of issues that are submitted to Holder for vote and may be able to take action regarding the Portfolio without the consent or approval of other Holders.

To the knowledge of the Trust, as of October 31, 2023, the following persons held beneficially 25% or more of the outstanding shares of each Portfolio indicated:

B-5

B-6

TRANSAMERICA SERIES TRUST

1801 California Street, Suite 5200

Denver, CO 80202

Telephone: 1-800-851-9777

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Holders to be Held on January 26, 2024.

A Special Meeting of Holders of your Portfolio(s) will be held on January 26, 2024 at 10:00 a.m. (Mountain Time).

This communication is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information and are available on the Internet or by mail. We encourage you to access and review the proxy materials before voting.

The following materials are available for view: Proxy Materials for the Special Meeting of Holders to be held on January 26, 2024.

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

Proposal I – To ratify and approve the current sub-advisory agreement for Transamerica International Focus VP. Holders of Transamerica International Focus VP are being asked to ratify and approve the current sub-advisory agreement with Epoch Investment Partners, Inc.

Proposal II – To approve the Portfolio’s use of the “manager of managers” exemptive order. Holders of Transamerica Aegon Core Bond VP, Transamerica Aegon Sustainable Equity Income VP, Transamerica International Focus VP, Transamerica JPMorgan Enhanced Index VP, Transamerica JPMorgan Mid Cap Value VP, Transamerica T. Rowe Price Small Cap VP, Transamerica TS&W International Equity VP and/or Transamerica WMC US Growth VP (each, a “Portfolio” and collectively, the “Portfolios”) are being asked to approve the Portfolio’s use of the manager of managers exemptive order, which will allow Transamerica Asset Management, Inc., the Portfolio’s investment manager, to enter into and materially amend sub-advisory agreements with respect to the Portfolio in the future without shareholder approval, subject to prior approval by the Portfolio’s Board of Trustees.

Importantly, the Board Members responsible for your Portfolio(s) have considered the proposals and have determined they are in the best interest of your Portfolio(s), and unanimously recommend that you vote “FOR” the proposal(s).

The proxy materials for the Portfolios will be available to review at https://vote.proxyonline.com/transamerica/docs. A paper or email copy of the proxy materials may be obtained, without charge, by contacting EQ Fund Solutions, the Portfolios’ proxy solicitor, at (800) 549-6697.

If you want to receive a paper or e-mail copy of the proxy materials, you must request one. There is no charge to you for requesting a copy.

Online Viewing and Voting is Quick, Easy, and Environmentally Friendly!

View proxy materials and vote immediately in 3 simple steps:

To vote your eligible position(s), you must either vote online via the internet or request a copy of a full set of proxy materials which includes a proxy card (see instructions above). If you wish to vote at the special meeting, please bring this notice and proper identification with you.

PLEASE NOTE: YOU CANNOT VOTE BY RETURNING THIS NOTICE.

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY!

SHAREHOLDER’S REGISTRATION PRINTED HERE   ***BOXES FOR TYPESETTING PURPOSES ONLY***

TRANSAMERICA SERIES TRUST

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 26, 2024

The undersigned, revoking previous proxies, hereby appoint(s) , and , or any one of them, as attorneys and proxies for the undersigned, with full power of substitution, to vote all shares of above-mentioned fund (the “Fund”), which the undersigned is entitled to vote at a Special Meeting of Shareholders (the “Special Meeting”) of the Fund to be held at the offices of Transamerica Asset Management, Inc. (“TAM”), 1801 California Street, Suite 5200, Denver, CO 80202 on January 26, 2024 at 10:00 a.m. Mountain Time, and at any adjournments or postponements thereof. This proxy shall be voted as described in the Proxy Statement and as specified on the reverse side. In their discretion, the proxies may vote with respect to all other matters which may properly come before the Special Meeting and any adjournment or postponements thereof. Receipt of the Notice of Special Meeting and the accompanying Proxy Statement is hereby acknowledged.

Do you have questions? If you have any questions about how to vote your proxy or about the Special Meeting in general, please call toll-free (800) 549-6697.Representatives are available to assist youMonday through Friday 9 a.m. to 10 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting

to Be Held on January 26, 2024. The Notice of the Special Meeting and Proxy Statement are available at:

vote.proxyonline.com/transamerica/docs/proxy2024.pdf

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND(S) AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR VOTE USING ANY OF THE METHODS DESCRIBED.

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED BELOW. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS DETAILED BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT.

AFTER CAREFUL CONSIDERATION OF EACH PROPOSAL, THE BOARD OF TRUSTEES OF THE TRUST APPROVED AND RECOMMENDS THAT HOLDERS VOTE “FOR” THE APPLICABLE PROPOSALS.

TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:

PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED, POSTAGE PAID ENVELOPE OR VOTING USING THE

OTHER CONVENIENT MOTHODS DETAILS ON THE FRONT SIDE OF THIS PROXY CARD.

THANK YOU FOR VOTING