As filed with the Securities and Exchange Commission on March 3, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-07717
TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
(Exact Name of Registrant as Specified in Charter)
1801 California St., Suite 5200, Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: 1-888-233-4339
Dennis P. Gallagher, Esq., 1801 California St., Suite 5200, Denver, Colorado 80202
(Name and Address of Agent for Service)
Date of fiscal year end: December 31
Date of reporting period: December 31, 2022
Item 1: | Report(s) to Shareholders. |
| (a) | The Annual Report is attached. |
TRANSAMERICA ASSET
ALLOCATION VARIABLE FUNDS
Annual Report
December 31, 2022
Table of Contents
Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a Fund’s investment goals, risks, charges and expenses before investing. A prospectus contains this and other information; please read it carefully before investing.
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Transamerica Asset Allocation Variable Funds | | Annual Report 2022 |
This report is not to be construed as an offering for sale of any contracts participating in the Subaccounts (Series) of the Transamerica Variable Funds or the Transamerica Asset Allocation Variable Funds, or as a solicitation of an offer to buy contracts unless preceded by or accompanied by a current prospectus which contains complete information about charges and expenses.
This report consists of the annual report of the Transamerica Asset Allocation Variable Funds.
Proxy Voting Policies and Procedures
A description of the proxy voting policies and procedures of the Transamerica Asset Allocation Variable Funds is included in the applicable Statements of Additional Information which are available without charge, upon request: (i) by calling 1-800-755-5801; or (ii) on the SEC’s website at www.sec.gov. In addition, the Transamerica Asset Allocation Variable Funds are required to file Form N-PX, with the complete proxy voting record for the most recent twelve months ended June 30, no later than August 31 of each year. Form N-PX for the twelve months ended June 30, 2022, is available without charge, on the SEC’s website at http://www.sec.gov.
Quarterly Portfolio Holdings
Each fiscal quarter, Transamerica Asset Allocation Variable Funds will file with the SEC a complete schedule of their monthly portfolio holdings on Form N-PORT. The Subaccounts’ holdings as of the end of the third month of every fiscal quarter, as reported on Form N-PORT, will be publicly available on the SEC’s website at http://www.sec.gov within 60 days of the end of the fiscal quarter.
Dear Contract Holder,
On behalf of Transamerica Asset Allocation Variable Funds, we would like to thank you for your continued support and confidence in our products as we look forward to continuing to serve you and your financial professional in the future. We value the trust you have placed in us.
This annual report is provided to you to show the investments of your Portfolio(s) during the fiscal year. The Securities and Exchange Commission requires that annual and semi-annual reports be made available to all investors, and we believe this to be an important part of the investment process. This report provides detailed information about your Portfolio(s) for the 12-month period ended December 31, 2022.
The year began with stock prices reaching record highs for the major indexes as corporate earnings growth appeared healthy and U.S. Federal Reserve (“Fed”) policy remained accommodative. However, as the early months of 2022 passed it became increasingly evident that inflation, having reached multi-decade highs, would be more persistent than originally perceived and would require more forceful actions from the Fed. This, in turn, also brought on fears of slowing economic growth further pressuring the equity and credit markets.
In February 2022, Russia invaded Ukraine and in addition to the humanitarian crises created, concerns of global inflation and international instability also plagued the markets. In March, the Fed raised rates for the first time in more than three years, and as inflation rates continued to rise into the spring it became apparent a far more aggressive tightening cycle was now in process. By June, inflation had reached its highest rate in more than forty years, with the year-over-year increase in the Consumer Price Index exceeding 9%, and the Fed Funds Rate had increased to 1.5% with more rate hikes expected to follow. Long-term rates also jumped considerably higher in June with the 10-year Treasury yield rising to 3.38% by the end of the month, more than double its level at the year’s onset.
Additionally pressuring stocks into the summer were fears of a pending economic recession in the year ahead as the combination of continuing Fed rate hikes against an inflationary cycle seemed destined to negatively impact corporate earnings and consumer activity. While first and second quarter gross domestic product (“GDP”) reports displayed negative growth, the National Bureau of Economic Research did not declare the economy to be in an official recession due mostly to strong employment growth and positive consumer spending.
The S&P 500® Index officially hit bear market territory by the summer (a decline of 20%) and its low for the year during October. As the year concluded, the S&P 500® Index experienced its worst calendar year total return since 2008, with the most severe damage shown in previously higher priced technology stocks. Led by energy stocks benefitting from higher oil prices, value stocks meaningfully outperformed growth for the year. By year-end, inflation reports showed some easing, providing encouragement that peak rates may had passed, helping stocks to finish the year above earlier lows.
The Fed finished the year with the Fed Funds Rate of 4.50%, reflecting its most aggressive year of tightening in more than 40 years, and the 10-year Treasury yield finished at 3.88%, over two percentage points higher than where it had started the year. Combined with widening credit spreads, this led to double digit declines for the year in both investment grade and high yield bonds and the largest one-year decline in the Bloomberg US Aggregate Bond Index on record.
As this difficult year closed, investors took some comfort in declining rates of inflation, the prospect of the Fed concluding its rate hike cycle sometime in the year ahead, and a perception that a pending economic slowdown may potentially be manageable for the markets after the second-half of 2022 GDP and employment reports remained strong.
For the one-year period ended December 31, 2022, the S&P 500® Index returned -18.11% while the MSCI EAFE Index, representing international developed market equities, returned -14.01%. During the same period, the Bloomberg US Aggregate Bond Index returned -13.01%. Please keep in mind that it is important to maintain a diversified portfolio as investment returns have historically been difficult to predict.
In addition to your active involvement in the investment process, we firmly believe that a financial professional is a key resource to help you build a complete picture of your current and future financial needs. Financial professionals are familiar with the market’s history, including long-term returns and volatility of various asset classes. With your financial professional, you can develop an investment program that incorporates factors such as your goals, your investment timeline, and your risk tolerance.
Please contact your financial professional if you have any questions about the contents of this report, and thanks again for the confidence you have placed in us.
Sincerely,
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Marijn Smit
President & Chief Executive Officer
Transamerica Asset Allocation Variable Funds
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Tom Wald, CFA
Chief Investment Officer
Transamerica Asset Allocation Variable Funds
Bloomberg US Aggregate Bond Index: Measures investment grade, U.S. dollar denominated, fixed-rate taxable bonds, including Treasuries, government-related and corporate securities, as well as both mortgage- and asset-backed securities.
MSCI EAFE Index: A free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada.
S&P 500® Index: A market-capitalization weighted index of 500 large U.S. companies with common stock listed on the New York Stock Exchange or NASDAQ Stock Market.
The views expressed in this report reflect those of the portfolio managers only and may not necessarily represent the views of Transamerica Asset Allocation Variable Funds. These views are as of the date of this report and subject to change based upon market conditions. These views should not be relied upon as investment advice and are not indicative of trading intent on behalf of Transamerica Asset Allocation Variable Funds. Investing involves risk, including potential loss of principal. The performance data presented represents past performance and does not guarantee future results. Indexes are unmanaged and it is not possible to invest directly in an index.
STATEMENTS OF OPERATIONS
For the year ended December 31, 2022
| | | | | | | | | | | | |
| | Short Horizon | | | Intermediate Horizon | | | Intermediate/Long Horizon | |
Expenses: | | | | | | | | | | | | |
Investment advisory fees | | $ | 7,865 | | | $ | 24,171 | | | $ | 47,124 | |
| | | |
Net investment income (loss) | | | (7,865 | ) | | | (24,171 | ) | | | (47,124 | ) |
| | | |
Net realized gain (loss) on: | | | | | | | | | | | | |
Affiliated investments | | | (19,199 | ) | | | 1,207,899 | | | | 5,906,927 | |
| | | |
Net change in unrealized appreciation (depreciation) on: | | | | | | | | | | | | |
Affiliated investments | | | (749,165 | ) | | | (4,353,409 | ) | | | (12,877,294 | ) |
Net realized and change in unrealized gain (loss) | | | (768,364 | ) | | | (3,145,510 | ) | | | (6,970,367 | ) |
Net increase (decrease) in net assets resulting from operations | | $ | (776,229 | ) | | $ | (3,169,681 | ) | | $ | (7,017,491 | ) |
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Short Horizon | | | Intermediate Horizon | | | Intermediate/Long Horizon | |
| | December 31, 2022 | | | December 31, 2021 | | | December 31, 2022 | | | December 31, 2021 | | | December 31, 2022 | | | December 31, 2021 | |
From operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | $ | (7,865 | ) | | $ | (12,154 | ) | | $ | (24,171 | ) | | $ | (35,496 | ) | | $ | (47,124 | ) | | $ | (71,656 | ) |
Net realized gain (loss) | | | (19,199 | ) | | | 225,135 | | | | 1,207,899 | | | | 1,252,933 | | | | 5,906,927 | | | | 2,179,549 | |
Net change in unrealized appreciation (depreciation) | | | (749,165 | ) | | | (113,796 | ) | | | (4,353,409 | ) | | | 330,815 | | | | (12,877,294 | ) | | | 1,973,023 | |
Net increase (decrease) in net assets resulting from operations | | | (776,229 | ) | | | 99,185 | | | | (3,169,681 | ) | | | 1,548,252 | | | | (7,017,491 | ) | | | 4,080,916 | |
| | | | | | |
Unit transactions: | | | | | | | | | | | | | | | | | | | | | | | | |
Units sold | | | 188,710 | | | | 331,796 | | | | 726,192 | | | | 1,248,572 | | | | 1,246,206 | | | | 1,942,982 | |
Units redeemed | | | (5,286,173 | ) | | | (1,107,003 | ) | | | (15,473,026 | ) | | | (2,168,930 | ) | | | (30,219,330 | ) | | | (3,927,840 | ) |
Net increase (decrease) in net assets resulting from unit transactions | | | (5,097,463 | ) | | | (775,207 | ) | | | (14,746,834 | ) | | | (920,358 | ) | | | (28,973,124 | ) | | | (1,984,858 | ) |
Net increase (decrease) in net assets | | | (5,873,692 | ) | | | (676,022 | ) | | | (17,916,515 | ) | | | 627,894 | | | | (35,990,615 | ) | | | 2,096,058 | |
| | | | | | |
Net assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of year | | | 5,873,692 | | | | 6,549,714 | | | | 17,916,515 | | | | 17,288,621 | | | | 35,990,615 | | | | 33,894,557 | |
End of year | | $ | — | | | $ | 5,873,692 | | | $ | — | | | $ | 17,916,515 | | | $ | — | | | $ | 35,990,615 | |
| | | | | | |
Unit transactions - shares: | | | | | | | | | | | | | | | | | | | | | | | | |
Units sold | | | 7,620 | | | | 12,926 | | | | 22,739 | | | | 35,516 | | | | 34,384 | | | | 48,632 | |
Units redeemed | | | (233,859 | ) | | | (43,066 | ) | | | (516,469 | ) | | | (61,605 | ) | | | (901,706 | ) | | | (97,456 | ) |
Net increase (decrease) | | | (226,239 | ) | | | (30,140 | ) | | | (493,730 | ) | | | (26,089 | ) | | | (867,322 | ) | | | (48,824 | ) |
The Notes to Financial Statements are an integral part of this report.
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Transamerica Asset Allocation Variable Funds | | Annual Report 2022 |
Page 3
NOTES TO FINANCIAL STATEMENTS
At December 31, 2022
1. ORGANIZATION
Transamerica Asset Allocation Variable Funds (the “Separate Account”), is a non-diversified separate account of Transamerica Financial Life Insurance Company (“TFLIC”), and is registered as a management investment company under the Investment Company Act of 1940, as amended. The Separate Account applies investment company accounting and reporting guidance. The Separate Account is composed of three different subaccounts (each, a “Subaccount” and collectively, the “Subaccounts”) that are separate investment funds and are as follows. Each Subaccount invests substantially all of its investable assets among certain Transamerica Variable Funds (“TVF”). Certain TVF subaccounts invest substantially all of their investable assets in underlying series of Transamerica Funds (each a “Fund” and collectively, the “Funds”).
|
Subaccount |
Transamerica Asset Allocation – Short Horizon Subaccount (“Short Horizon”) |
Transamerica Asset Allocation – Intermediate Horizon Subaccount (“Intermediate Horizon”) |
Transamerica Asset Allocation – Intermediate/Long Horizon Subaccount (“Intermediate/Long Horizon”) |
The only shareholders of the Separate Account are contract holders of the affiliated insurance company variable life and annuity contracts.
Transamerica Asset Management, Inc. (“TAM”) serves as investment adviser for the Subaccounts pursuant to an investment advisory agreement. TAM provides continuous and regular investment advisory services to the Subaccounts. TAM supervises each Subaccount’s investments and conducts its investment program.
TAM is responsible for all aspects of the day-to-day management of the Subaccounts.
TAM’s investment management services also include the provision of supervisory and administrative services to the Subaccounts. These services include performing certain administrative services for the Subaccounts and supervising and overseeing the administrative, clerical, recordkeeping and bookkeeping services provided to the Subaccounts by State Street Bank and Trust Company (“State Street”), to whom TAM has outsourced the provision of certain services as described below: to the extent agreed upon by TAM and the Subaccounts from time to time, monitoring and verifying the custodian’s daily calculation of the Net Asset Values (“NAV”); shareholder relations functions; compliance services; valuation services; assisting in due diligence and in the oversight and monitoring of certain activities of sub-advisers and certain aspects of Subaccount investments; assisting with Subaccount combinations and liquidations: oversight of the preparation and filing, and review, of all returns and reports, in connection with federal, state and local taxes; oversight and review of regulatory reporting; supervising and coordinating the Subaccounts’ custodian and dividend disbursing agent and monitoring their services to the Subaccounts; assisting the Subaccounts in preparing reports to shareholders; acting as liaison with the Subaccounts’ independent public accountants and providing, upon request, analyses, fiscal year summaries and other audit related services; assisting in the preparation of agendas and supporting documents for and minutes of meetings of trustees and committees of trustees; assisting in the preparation of regular communications with the trustees; and providing personnel and office space, telephones and other office equipment as necessary in order for TAM to perform supervisory and administrative services to the Subaccounts.
For each of the Funds, TAM currently acts as a “manager of managers” and has hired sub-advisers to furnish day-to-day investment advice and recommendations to the Funds.
The Subaccounts last calculated a NAV on October 28, 2022, and all net assets were distributed out of the Subaccounts on October 31, 2022. As of December 31, 2022, the Trust is in the process of deregistering.
2. SIGNIFICANT ACCOUNTING POLICIES
In preparing the Subaccounts’ financial statements in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following is a summary of significant accounting policies followed by the Subaccounts.
Security transactions: Security transactions are accounted for on the trade date. Security gains and losses are calculated on the specific identification basis. Net realized gain (loss) is from investments in units of investment companies.
Operating expenses: The Separate Account accounts separately for the assets, liabilities, and operations of each Subaccount. Each Subaccount will indirectly bear the fees and expenses reflected in the corresponding TVF unit value. These expenses are not reflected in the expenses within the Statements of Operations of the Subaccount and are not included in the Expenses to average net assets, and Net investment income (loss) to average net assets within the Financial Highlights.
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Transamerica Asset Allocation Variable Funds | | Annual Report 2022 |
Page 4
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2022
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Indemnification: In the normal course of business, the Subaccounts enter into contracts that contain a variety of representations that provide general indemnifications. The Subaccounts’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Subaccounts and/or their affiliates that have not yet occurred. However, based on experience, the Subaccounts expect the risk of loss to be remote.
3. FEES AND OTHER AFFILIATED TRANSACTIONS
TAM, the Subaccounts’ investment adviser, is directly owned by Transamerica Life Insurance Company (“TLIC”) and AUSA Holding, LLC (“AUSA”), both of which are indirect, wholly owned subsidiaries of Aegon NV. TLIC is owned by Commonwealth General Corporation (“Commonwealth”). Commonwealth and AUSA are wholly owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is wholly owned by Aegon International B.V., which is wholly owned by Aegon NV, a Netherlands corporation, and a publicly traded international insurance group.
The Subaccounts purchase interests in the TVF, which in turn, purchase interests in the Funds. The net assets of the Subaccounts will reflect the investment management fee and other expenses incurred by the Funds. TAM serves as the investment manager to each Fund.
All Subaccount holdings in investment companies are considered affiliated. Realized and unrealized gains (losses) are broken out within the Statements of Operations.
Effective Octobr 20, 2022, the Subaccounts stopped accruing for expenses in preparation of the liquidation and deregisteration.
Investment advisory fees: TAM provides general investment advice to each Subaccount pursuant to the investment advisory agreement. For its services, each Subaccount pays advisory fees accrued daily and payable monthly, at an annual rate equal to 0.20% of each Subaccount’s daily average net assets.
TFLIC is the legal holder of the assets in the Subaccounts and will at all times maintain assets in the Subaccounts with a total market value of at least equal to the contract liabilities for the Subaccounts.
Certain managing board members and officers of TFLIC are also trustees, officers, or employees of TAM or its affiliates. No interested managing board member, who is deemed an interested person due to current or former service with TAM or an affiliate of TAM receives compensation from the Separate Account. Similarly, none of the Separate Account’s officers or interested trustees receive compensation from the Subaccounts. The independent board members of TFLIC are also trustees of the Funds, for which they receive fees.
Deferred compensation plan: Effective September 23, 2021, the Board has approved the termination of the deferred compensation plan. Payments will be made to applicable current and former Board members consistent with Section 409A of the Code. Under a non-qualified deferred compensation plan effective January 1, 1996, as amended and restated January 1, 2010, available to the trustees, compensation may be deferred that would otherwise be payable by the Separate Account to an independent trustee on a current basis for services rendered as trustee. Deferred compensation amounts will accumulate based on the value of the investment option, as elected by the trustee.
Brokerage commissions: The Subaccounts incurred no brokerage commissions on security transactions placed with affiliates of the investment manager or sub-adviser(s) for the year ended December 31, 2022.
4. PURCHASES AND SALES OF SECURITIES
For the year ended December 31, 2022, the cost of securities purchased and proceeds from securities sold (excluding short-term securities) are as follows:
| | | | | | | | |
Subaccount | | Purchases of Securities | | | Sales of Securities | |
Short Horizon | | $ | 5,650,282 | | | $ | 10,756,626 | |
Intermediate Horizon | | | 18,077,865 | | | | 32,851,877 | |
Intermediate/Long Horizon | | | 35,424,837 | | | | 64,451,121 | |
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Transamerica Asset Allocation Variable Funds | | Annual Report 2022 |
Page 5
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2022
5. FEDERAL INCOME TAXES
The operations of the Separate Account form a part of, and are taxed with, the operations of TFLIC, a wholly-owned subsidiary of Aegon USA. TFLIC does not expect, based upon current tax law, to incur any income tax upon the earnings or realized capital gains attributable to the Separate Account. Based upon this expectation, no charges are currently being deducted from the Separate Account for federal income tax purposes. The Subaccounts recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Subaccounts’ tax returns remain subject to examination by the Internal Revenue Service and state tax authorities three years from the date of filing for federal purposes and four years from the date of filing for state purposes. Management has evaluated the Subaccounts’ tax provisions taken for all open tax years, and has concluded that no provision for income tax is required in the Subaccounts’ financial statements. If applicable, the Subaccounts recognize interest accrued related to unrecognized tax benefits in relation to interest and penalties expense in Other within the Statements of Operations. The Subaccounts identify their major tax jurisdictions as U.S. Federal, the state of Colorado, and foreign jurisdictions where the Subaccounts make significant investments; however, the Subaccounts are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
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Transamerica Asset Allocation Variable Funds | | Annual Report 2022 |
Page 6
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Contract holders of Transamerica Asset Allocation Variable Funds (the “Separate Account”)
Opinion on the Financial Statements
We have audited the statements of operations for the year ended December 31, 2022, the statements of changes in net assets for the two years ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”) of Transamerica Asset Allocation – Short Horizon Subaccount, Transamerica Asset Allocation – Intermediate Horizon Subaccount and Transamerica Asset Allocation – Intermediate/Long Horizon Subaccount (collectively referred to as the “Subaccounts”). In our opinion, the financial statements present fairly, in all material respects, the results of operations for the year ended December 31, 2022 and the changes in net assets for the two years ended December 31, 2022 of Transamerica Asset Allocation – Short Horizon Subaccount, Transamerica Asset Allocation – Intermediate Horizon Subaccount and Transamerica Asset Allocation – Intermediate/Long Horizon Subaccount, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Separate Account’s management. Our responsibility is to express an opinion on the Subaccounts’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Separate Account in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Separate Account is not required to have, nor were we engaged to perform, an audit of the Separate Account’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Separate Account’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
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We have served as the auditor of one or more Transamerica investment companies since 1995.
Boston, Massachusetts
February 27, 2023
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Transamerica Asset Allocation Variable Funds | | Annual Report 2022 |
Page 7
Management of the Trust
Each of the funds is supervised by the Board.
Board Members and Officers
(unaudited)
The members of the Board (“Board Members”) and executive officers of the Trust are listed below.
“Interested Board Member” means a board member who may be deemed an “interested person” (as that term is defined in the 1940 Act) of the Trust because of his current or former service with TAM or an affiliate of TAM. Interested Board Members may also be referred to herein as “Interested Trustees.” “Independent Board Member” means a Board Member who is not an “interested person” (as defined under the 1940 Act) of the Trust and may also be referred to herein as an “Independent Trustee.”
The Board governs each Portfolio and is responsible for protecting the interests of the shareholders. The Board Members are experienced executives who meet periodically throughout the year to oversee the business affairs of each Portfolio and the operation of each Portfolio by its officers. The Board also reviews the management of each Portfolio’s assets by the investment manager and its respective sub-adviser.
The Portfolios are among the portfolios managed and sponsored by TAM (collectively, “Transamerica Fund Family”). The Transamerica Fund Family consists of (i) Transamerica Funds (“TF”); (ii) Transamerica Series Trust (“TST”); (iii) Transamerica ETF Trust (“TET”); and (iv) Transamerica Asset Allocation Variable Funds (“TAAVF”). The Transamerica Fund Family consists of 107 funds as of the date of this shareholder report. With the exception of Mr. Smit, none of the Board Members serve on the board of trustees of TET. TET is overseen by a separate board of trustees.
The mailing address of each Board Member is c/o Secretary, 1801 California Street, Suite 5200, Denver, CO 80202.
The Board Members, their birth year, their positions with the Trust, and their principal occupations for at least the past five years (their titles may have varied during that period), the number of funds in the Transamerica Fund Family the Board oversees, and other board memberships they hold are set forth in the table below. The length of time served is provided from the date a Board Member became a member of the Board.
| | | | | | | | | | |
Name and Birth Year | | Position(s) Held with Trust | | Term of Office and Length of Time Served* | | Principal Occupation(s) During Past Five Years | | Number of Funds in Complex Overseen by Board Member | | Other Directorships Held By Board Member During Past Five Years
|
INTERESTED BOARD MEMBERS |
Marijn P. Smit (1973) | | Chairman of the Board, President and Chief Executive Officer | | Since 2014 | | Chairman of the Board, President and Chief Executive Officer, TF, TST and TAAVF (2014 – present); Chairman of the Board, President and Chief Executive Officer, TET (2017 – present); Chairman of the Board, President and Chief Executive Officer, Transamerica Partners Portfolio (“TPP”), Transamerica Partners Funds Group (“TPFG”) and Transamerica Partners Funds Group II (“TPFG II”) (2014 – 2018); Director, Chairman of the Board, President and Chief Executive Officer, Transamerica Asset Management, Inc. (“TAM”) and Transamerica Fund Services, Inc. (“TFS”) (2014 – present); | | 107 | | Director, Massachusetts Fidelity Trust Company (2014 – 2021); Director, Aegon Global Funds (2016 – present) |
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Transamerica Asset Allocation Variable Funds | | Annual Report 2022 |
Page 8
| | | | | | | | | | |
Name and Birth Year | | Position(s) Held with Trust | | Term of Office and Length of Time Served* | | Principal Occupation(s) During Past Five Years | | Number of Funds in Complex Overseen by Board Member | | Other Directorships Held By Board Member During Past Five Years
|
INTERESTED BOARD MEMBERS — continued |
Marijn P. Smit (continued) | | | | | | Senior Vice President, Transamerica Retirement Solutions LLC (2012 – 2020); Trust Officer, Massachusetts Fidelity Trust Company (2014 – 2021); President, Investment Solutions, Transamerica Investments & Retirement (2014 – 2016); Vice President, Transamerica Life Insurance Company (2010 – 2016); Vice President, Transamerica Premier Life Insurance Company (2010 – 2016); Senior Vice President, Transamerica Financial Life Insurance Company (2013 – 2016); Senior Vice President, Transamerica Retirement Advisors, Inc. (2013 – 2016) and President and Director, Transamerica Stable Value Solutions, Inc. (2010 – 2016). | | | | |
Alan F. Warrick (1948) | | Board Member | | Since 2012 | | Board Member, TF, TST and TAAVF (2012 – present); Board Member, TPP, TPFG and TPFG II (2012 – 2018); Senior Advisor, Lovell Minnick Equity Partners (2010 – present); and Retired (2010). | | 107 | | N/A |
INDEPENDENT BOARD MEMBERS |
Sandra N. Bane (1952) | | Board Member | | Since 2008 | | Retired (1999 – present); Board Member, TF, TST and TAAVF (2008 – present); Board Member, TPP, TPFG and TPFG II (2008 – 2018); and Partner, KPMG (1975 – 1999). | | 107 | | Big 5 Sporting Goods (2002 – 2021);Southern Company Gas (energy services holding company) (2008 – present) |
Leo J. Hill (1956) | | Lead Independent Board Member | | Since 2002 | | Principal, Advisor Network Solutions, LLC (business consulting) (2006 – present); Board Member, TST (2001 – present); Board Member, TF (2002 – present); Board Member, TAAVF (2007 – present); | | 107 | | Ameris Bancorp (2013 – present);Ameris Bank (2013 – present) |
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| | | | | | | | | | |
Name and Birth Year | | Position(s) Held with Trust | | Term of Office and Length of Time Served* | | Principal Occupation(s) During Past Five Years | | Number of Funds in Complex Overseen by Board Member | | Other Directorships Held By Board Member During Past Five Years
|
INDEPENDENT BOARD MEMBERS — continued |
Leo J. Hill (continued) | | | | | | Board Member, TPP, TPFG and TPFG II (2007 – 2018); Market President, Nations Bank of Sun Coast Florida (1998 – 1999); Chairman, President and Chief Executive Officer, Barnett Banks of Treasure Coast Florida (1994 – 1998); Executive Vice President and Senior Credit Officer, Barnett Banks of Jacksonville, Florida (1991 – 1994); and Senior Vice President and Senior Loan Administration Officer, Wachovia Bank of Georgia (1976 – 1991). | | | | |
Kathleen T. Ives (1965) | | Board Member | | Since 2021 | | Board Member, TF, TST and TAAVF (2021 – present); Retired (2019 – present); Senior Vice President & Director of Internal Audit (2011 – 2019), Senior Vice President & Deputy General Counsel (2008 – 2011), OFI Global Asset Management, Inc. | | 107 | | Junior Achievement Rocky Mountain (non-profit organization) (2013 – present);Institute of Internal Auditors, Denver Chapter (audit organization) (2017 – 2021). |
Lauriann C. Kloppenburg (1960) | | Board Member | | Since 2021 | | Board Member, TF, TST and TAAVF (2021 – present); Director, Adams Funds (investment companies) (2017 – present); Investment Committee Member, 1911 Office, LLC (family office) (2017 – Present); Executive in Residence and Student Fund Advisory Board Member, Champlain College (2016 – present); Executive in Residence, Bentley University (2015 – 2017); Chief Strategy Officer (2012 – 2013), Chief Investment Officer – Equity Group (2004 – 2012), Loomis Sayles & Company, L.P. | | 107 | | Trustees of Donations to the Protestant Episcopal Church (non-profit organization) (2010 – present);Forte Foundation (non-profit organization) (2016 – present) |
Fredric A. Nelson III (1957) | | Board Member | | Since 2017 | | Board Member, TF, TST and TAAVF (2017 – present); Board Member, TPP, TPFG and TPFG II (2017 – 2018); | | 107 | | N/A |
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| | | | | | | | | | |
Name and Birth Year | | Position(s) Held with Trust | | Term of Office and Length of Time Served* | | Principal Occupation(s) During Past Five Years | | Number of Funds in Complex Overseen by Board Member | | Other Directorships Held By Board Member During Past Five Years
|
INDEPENDENT BOARD MEMBERS — continued |
Fredric A. Nelson III (continued) | | | | | | Chief Investment Officer (“CIO”), Commonfund (2011 – 2015); Vice Chairman, CIO, ING Investment Management Americas (2003 – 2009); Managing Director, Head of U.S. Equity, JP Morgan Investment Management (1994 – 2003); and Managing Director, Head of Global Quantitative Investments Group, Bankers Trust Global Investment Management (1981 – 1994). | | | | |
John E. Pelletier (1964) | | Board Member | | Since 2017 | | Board Member, TF, TST and TAAVF (2017 – present); Board Member, TPP, TPFG and TPFG II (2017 – 2018); Director, Center for Financial Literacy, Champlain College (2010 – present); Co-Chair, Vermont Financial Literacy Commission with Vermont State Treasurer (2015 – 2018); Chairman, Vermont Universal Children’s Higher Education Savings Account Program Advisory Committee (2015 – 2021); Founder and Principal, Sterling Valley Consulting LLC (a financial services consulting firm) (2009 – 2017); Independent Director, The Sentinel Funds and Sentinel Variable Products Trust (2013 – 2017); Chief Legal Officer, Eaton Vance Corp. (2007 – 2008); and Executive Vice President and Chief Operating Officer (2004 – 2007), General Counsel (1997 – 2004), Natixis Global Associates. | | 107 | | N/A |
Patricia L. Sawyer (1950) | | Board Member | | Since 2007 | | Retired (2007 – present); President/Founder, Smith & Sawyer LLC (management consulting) (1989 – 2007); Board Member, TF and TST (2007 – present); | | 107 | | Honorary Trustee, Bryant University (1996 – present) |
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| | | | | | | | | | |
Name and Birth Year | | Position(s) Held with Trust | | Term of Office and Length of Time Served* | | Principal Occupation(s) During Past Five Years | | Number of Funds in Complex Overseen by Board Member | | Other Directorships Held By Board Member During Past Five Years
|
INDEPENDENT BOARD MEMBERS — continued |
Patricia L. Sawyer (continued) | | | | | | Board Member, TAAVF (1993 – present); Board Member, TPP, TPFG and TPFG II (1993 – 2018); and Trustee, Chair of Finance Committee and Chair of Nominating Committee (1987 – 1996), Bryant University. | | | | |
John W. Waechter (1952) | | Board Member | | Since 2005 | | Partner, Englander Fischer (2016 – present) (law firm); Attorney, Englander Fischer (2008 – 2015); Retired (2004 – 2008); Board Member, TST (2004 – present); Board Member, TF (2005 – present); Board Member, TAAVF (2007 – present); Board Member, TPP, TPFG and TPFG II (2007 – 2018); Employee, RBC Dain Rauscher (securities dealer) (2004); Executive Vice President, Chief Financial Officer and Chief Compliance Officer, William R. Hough & Co. (securities dealer) (1979 – 2004); | | 107 | | Board Member, Operation PAR, Inc. (non-profit organization) (2008 – present);Board Member, Boley PAR, Inc. (non-profit organization) (2016 – present) Board Member, Remember Honor Support, Inc. (non-profit organization) (2013 – 2020); Board Member, WRH Income Properties, Inc. |
| | | | | | and Treasurer, The Hough Group of Funds (1993 – 2004) (fund accounting). | | | | and WRH Properties, Inc. (real estate) (2014 – present) |
* Each Board Member shall hold office until: 1) his or her successor is elected and qualified or 2) he or she resigns, retires or his or her term as a Board Member is terminated in accordance with the Trust’s Declaration of Trust.
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OFFICERS
The mailing address of each officer is c/o Secretary, 1801 California Street, Suite 5200, Denver, CO 80202. The following table shows information about the officers, including birth year, their positions held with the Trust and their principal occupations during the past five years (their titles may have varied during that period). Each officer will hold office until his or her successor has been duly elected or appointed or until his or her earlier death, resignation or removal.
| | | | | | |
Name and Birth Year | | Position | | Term of Office and Length of Time Served* | | Principal Occupation(s) or Employment During Past Five Years |
Marijn P. Smit (1973) | | Chairman of the Board, President and Chief Executive Officer | | Since 2014 | | See Interested Board Members Table Above. |
Timothy Bresnahan (1968) | | Assistant Secretary | | Since 2020 | | Assistant Secretary, TF, TST and TAAVF (2020 – present); Chief Legal Officer, Secretary (2021 – present), Assistant Secretary (2019 – 2021), Secretary (2019), TET; and Senior Counsel, TAM (2008 – present). |
Joshua Durham (1973) | | Vice President and Chief Operating Officer | | Since 2022 | | Vice President and Chief Operating Officer, TF, TST and TAAVF (2022 – present); Director, Senior Vice President, and Chief Operating Officer TAM and TFS (2022 – present); Vice President, TAG Resources, LLC (2022 – present); Vice President, Transamerica Retirement Solutions, LLC (2017 – present); Vice President, Transamerica Casualty Insurance Company (2016 – 2022); Vice President (2004 – 2007 and 2012 – 2022), Responsible Officer (2017 – 2022), Transamerica Financial Life Insurance Company; Vice President (2004 – 2007 and 2010 – 2022), Responsible Officer (2016 – 2022) Transamerica Life Insurance Company; Chief Administrative Officer (2014 – 2016) and Senior Vice President (2009 – 2020), Transamerica Stable Value Solutions Inc.; Vice President, Transamerica Premier Life Insurance Company (2010 – 2020); and Vice President, Transamerica Advisors Life Insurance Company (2016 – 2019). |
Dennis P. Gallagher (1970) | | Chief Legal Officer and Secretary | | Since 2021; 2006 – 2014 | | Chief Legal Officer and Secretary, TF, TST and TAAVF (2021 – present and 2006 – 2014); Assistant Secretary, TF, TST, TET and TAAVF (2019); Associate General Counsel, TAM, Mutual Funds and Latin American Operations (2017 – 2021); Associate General Counsel, Chief Legal Officer, Latin American Operations and International Funds (2014 – 2017); Chairman of the Board, Aegon Global Funds (2013 – present); |
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| | | | | | |
Name and Birth Year | | Position | | Term of Office and Length of Time Served* | | Principal Occupation(s) or Employment During Past Five Years |
Dennis P. Gallagher (continued) | | | | | | Director, Mongeral Aegon Seguros e Previdencia SA (2017 – present); Vice President, General Counsel and Secretary, TPP, TPFG and TPFG II (2007 – 2014); Assistant Vice President, TCI (2007 – 2014); Chief Legal Officer and Assistant Secretary, TAM (2022 – present); Director, Senior Vice President, General Counsel, Operations and Secretary, TAM (2006 – 2014); and Director, Senior Vice President, General Counsel, Chief Administrative Officer and Secretary, TFS (2006 – 2014). |
Molly Possehl (1978) | | Anti-Money Laundering Officer | | Since 2019 | | Anti-Money Laundering Officer, TF, TST, TET and TAAVF (2019 – present); Assistant General Counsel, Transamerica Life Insurance |
| | | | | | Company/Aegon USA (2013 – present); and Anti-Money Laundering Compliance Officer and Fraud Officer, Transamerica Life Insurance Company/Aegon USA (2015 – present). |
Francine J. Rosenberger (1967) | | Chief Compliance Officer | | Since 2019 | | Chief Compliance Officer, TF, TST, TET and TAAVF (2019 – present); Derivatives Risk Manager, TF, TST and TAAVF (2021 – present); Chief Compliance Officer (2019 – present), TAM; and TFS General Counsel, Corporate Secretary and Fund Chief Compliance Officer, Steben & Company, Inc. (2013 – 2019). |
Christopher A. Staples, CFA (1970) | | Vice President and Chief Investment Officer, Advisory Services | | Since 2005 | | Vice President and Chief Investment Officer, Advisory Services, TF and TST (2007 – present); Vice President and Chief Investment Officer, TET (2017 – present); Vice President and Chief Investment Officer, Advisory Services, TAAVF (2007 – present); Vice President and Chief Investment Officer, Advisory Services, TPP, TPFG and TPFG II (2007 – 2018); Director (2005 – 2019), Senior Vice President (2006 – present), Senior Director, Investments (2016 – present), Chief Investment Officer, Advisory Services (2012 – 2016) and Lead Portfolio Manager (2007 – present), TAM; Director, TFS (2005 – 2019); Trust Officer, Massachusetts Fidelity Trust Company (2010 – present); |
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| | | | | | |
Name and Birth Year | | Position | | Term of Office and Length of Time Served* | | Principal Occupation(s) or Employment During Past Five Years |
Christopher A. Staples, CFA (continued) | | | | | | Registered Representative (2007 – 2016), Transamerica Capital, Inc. (“TCI”); and Registered Representative, TFA (2005 – present). |
Vincent J. Toner (1970) | | Vice President and Treasurer | | Since 2014 | | Vice President and Treasurer, TF, TST and TAAVF (2014 – present), Vice President and Treasurer (2017 – present), Vice President, Principal Financial Officer and Treasurer (2020 – present), TET; Vice President and Treasurer, TPP, TPFG and TPFG II (2014 – 2018); Vice President (2016 – present), Treasurer (2016 – 2019), Vice President, Administration and Treasurer (2014 – 2016), TAM; Vice President, Administration and Treasurer (2014 – 2019), Senior Vice President (2019 – present), TFS; Vice President (2016 – present), TCI; and Trust Officer (2015 – present), Massachusetts Fidelity Trust Company. |
Thomas R. Wald, CFA (1960) | | Vice President and Chief Investment Officer | | Since 2014 | | Chief Investment Officer, TF, TST and TAAVF (2014 – present); TET (2017 – present); Chief Investment Officer, TPP, TPFG and TPFG II (2014 – 2018); Director (2017 – 2020), Akaan Transamerica, S.A. de C.V., Sociedad Operadora de Fondos de Inversión; Chief Investment Officer, Transamerica Investments & Retirement (2014 – 2020); Senior Vice President and Chief Investment Officer, TAM (2014 – present); Director, TFS (2019 – present); and Trust Officer, Massachusetts Fidelity Trust Company (2015 – present). |
* Elected and serves at the pleasure of the Board of the Trust.
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TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY
c/o Transamerica Retirement Solutions
440 Mamaroneck Avenue
Harrison, NY 10528
2746630 12/22
| (a) | The Registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer, and any other officers who serve a similar function. |
| (b) | The Registrant’s code of ethics is reasonably designed as described in this Form N-CSR. |
| (c) | During the period covered by the report no amendments were made to the provisions of this code of ethics. |
| (d) | During the period covered by the report, the Registrant did not grant any waivers, including implicit waivers, from the provisions of this code of ethics. |
| (f) | The Registrant has filed this code of ethics as an exhibit pursuant to Item 13(a)(1) of Form N-CSR. |
Item 3: | Audit Committee Financial Experts. |
The Registrant’s Board of Trustees has determined that Sandra N. Bane, and John W. Waechter are “audit committee financial experts,” as such term is defined in Item 3 of Form N-CSR. Ms. Bane, and Mr. Waechter are “independent” under the standards set forth in Item 3 of Form N-CSR. The designation of Ms. Bane, and Mr. Waechter as “audit committee financial experts” pursuant to Item 3 of Form N-CSR does not (i) impose upon them any duties, obligations, or liabilities that are greater than the duties, obligations and liabilities imposed upon them as a member of the Registrant’s audit committee or Board of Trustees in the absence of such designation; or (ii) affect the duties, obligations or liabilities of any other member of the Registrant’s audit committee or Board of Trustees.
Item 4: | Principal Accountant Fees and Services. |
| | | | | | |
| | | | Fiscal Year Ended 12/31 (in thousands) |
| | | | 2022 | | 2021 |
(a) | | Audit Fees | | $57 | | $48 |
(b) | | Audit Related Fees(1) | | $47 | | $0 |
(c) | | Tax Fees(2) | | $0 | | $0 |
(d) | | All Other Fees(3) | | $0 | | $0 |
| (1) | Audit-Related Fees represent assurance and related services provided that are reasonably related to the performance of the audit of the financial statements including review of documents and issuances of consents related to Securities and Exchange Commission Form N-3 filing of the funds comprising the Registrant. |
| (2) | Tax Fees represent tax compliance, tax planning and tax advice services provided in connection with the review of the distributions for excise tax purposes, fiscal year end taxable income calculations and certain fiscal year end shareholder reporting items on behalf of the funds comprising the Registrant. |
| (3) | All Other Fees represent permissible non-audit services for the Registrant that it believes are routine and recurring services and would not impair the independence of the accountant. |
| (e)(1) | Audit Committee Pre-Approval Policies and Procedures. Generally, the Registrant’s Audit Committee must preapprove (i) all audit and non-audit services performed for the Registrant by the independent accountant and (ii) all non-audit services performed by the Registrant’s independent accountant for the Registrant’s investment adviser, and certain of the adviser’s affiliates that provide ongoing services to the Registrant, if the services to be provided by the accountant relate directly to the operations and financial reporting of the Registrant. |
The Audit Committee may delegate preapproval authority to one or more of its members. The member or members to whom such authority is delegated shall report any preapproval decisions to the Audit Committee at its next scheduled meeting.
In accordance with the Procedures, the annual audit services engagement terms and fees for the Registrant will be subject to the preapproval of the Audit Committee. In addition to the annual audit services engagement approved by the Audit Committee, the Audit Committee may grant preapproval for other audit services, which are those services that only the independent accountant reasonably can provide.
Requests or applications to provide services that require separate approval by the Audit Committee will be submitted to the Audit Committee by both the independent accountant and the Registrant’s treasurer, and must include a joint statement as to whether, in their view, the request or application is consistent with the Securities and Exchange Commissions’ rules on auditor independence.
Management will promptly report to the Chair of the Audit Committee any violation of this Procedure of which it becomes aware.
| (e)(2) | The percentage of services described in paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X for fiscal years ended 2022 and 2021 was zero. |
| (h) | The Registrant’s Audit Committee has considered whether the provision of non-audit services that were rendered to the Registrant’s Adviser, and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintain the principal accountant’s independence. |
Item 5: | Audit Committee of Listed Registrants. |
| (a) | The following individuals comprise the standing Audit Committee: Sandra N. Bane, Leo J. Hill, Kathleen T. Ives, Lauriann C. Kloppenburg, Frederic A. Nelson III, John E. Pelletier, Patricia L. Sawyer and John W. Waechter. |
| (a) | The schedules of investments are included in the Annual Report to shareholders filed under Item 1 of this Form N-CSR. |
Item 7: | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not Applicable.
Item 8: | Portfolio Managers of Closed-End Management Investment Companies. |
Not Applicable.
Item 9: | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not Applicable.
Item 10: | Submission of Matters to a Vote of Security Holders |
There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that have been implemented since the Registrant last provided disclosure in response to the requirements of this Item.
Item 11: | Controls and Procedures. |
| (a) | The Registrant’s principal executive officer and principal financial officer evaluated the effectiveness of the Registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are appropriately designed to ensure that information required to be disclosed by the Registrant in the reports that it files on Form N-CSR (a) is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission. |
| (b) | The Registrant’s principal executive officer and principal financial officer are aware of no change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 12: | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
Transamerica Asset Allocation Variable Funds |
(Registrant) |
| |
By: | | /s/Marijn P. Smit |
| | Marijn P. Smit |
| | President and Chief Executive Officer |
| | (Principal Executive Officer) |
Date: | | March 3, 2023 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | | | |
| | By: | | /s/Marijn P. Smit |
| | | | Marijn P. Smit |
| | | | President and Chief Executive Officer |
| | | | (Principal Executive Officer) |
| | Date: | | March 3, 2023 |
| | |
| | By: | | /s/ Vincent J. Toner |
| | | | Vincent J. Toner |
| | | | Vice President and Treasurer |
| | | | (Principal Financial Officer and Principal Accounting Officer) |
| | Date: | | March 3, 2023 |
EXHIBIT INDEX