As filed with the SEC on March 9, 2009.
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 | 811-04419 |
|
TRANSAMERICA SERIES TRUST |
(Exact name of registrant as specified in charter) |
|
570 Carillon Parkway, St. Petersburg, Florida | | 33716 |
(Address of principal executive offices) | | (Zip code) |
|
Dennis P. Gallagher, Esq. P.O. Box 9012, Clearwater, Florida 33758-9771 |
(Name and address of agent for service) |
|
Registrant’s telephone number, including area code: | (727) 299-1800 | |
|
Date of fiscal year end: | December 31 | |
|
Date of reporting period: | January 1, 2008 - December 31, 2008 | |
| | | | | | | | | |
Item 1: Report(s) to Shareholders. The Annual Report is attached.
Transamerica Series Trust Annual Report
570 Carillon Parkway
St. Petersburg, FL 33716
Distributor: Transamerica Capital, Inc.
Customer Service: 1-800-851-9777
The following pages contain the most recent annual reports for the investment options in which you are invested. In compliance with Securities and Exchange Commission regulations, we present these reports on an annual and semi-annual basis with the hope that they will foster greater understanding of the investment options’ holdings, performance, financial data, accounting policies and other issues. This streamlined version provides information only on the investment options in which you are invested.
If you have any questions about these reports, please do not hesitate to contact your financial professional. As always, we thank you for your trust and the opportunity to serve you.
Dear Fellow Shareholder,
On behalf of Transamerica Series Trust, 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 adviser in the future. We value the trust you have placed in us.
This annual report is provided to you with the intent of presenting a comprehensive review of the investments of each of your funds. The Securities and Exchange Commission requires that annual and semi-annual reports be sent to all shareholders, and we believe this report to be an important part of the investment process. In addition to providing a comprehensive review, this report also provides a discussion of accounting policies as well as matters presented to shareholders that may have required their vote.
We believe it is important to recognize and understand current market conditions in order to provide a context for reading this report. Both equity and fixed-income markets have experienced extreme volatility and accelerating downward pricing pressure over the past twelve months as a credit crisis has had profound effects on the financial markets and has spilled over into the global economy. Oil prices rose dramatically throughout the first seven months of 2008 and have fallen precipitously since then as the global economy has struggled and demand has declined. The Federal Reserve has lowered the federal funds rate during the past twelve months from 4.25% at the beginning of January 2008 to a range of 0% - 0.25% in December 2008 as it has sought to provide liquidity in a difficult market environment. The United States Department of Treasury has also been taking an active role in an effort to stabilize the markets, including the initiation of the Temporary Money Market Guarantee Program and the Troubled Assets Relief Program (“TARP”). The job market continues to struggle as non-farm payrolls have weakened and the unemployment rate has risen to 7.2%. In this environment, investors have flocked to money market instruments and Treasuries in a flight to quality. Many funds have struggled to produce positive returns. For the twelve months ending December 31, 2008, the Dow Jones Industrial Average returned (31.93)%, the Standard & Poor’s 500 Index returned (37.00)%, and the Barclays Capital Aggregate U.S. Bond Index (formerly known as the Lehman Brothers Aggregate Bond Index) returned 5.24%. Please keep in mind 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 adviser is a key resource to help you build a complete picture of your current and future financial needs. Financial advisors are familiar with the market’s history, including long-term returns and volatility of various asset classes. With your financial adviser, you can develop an investment program that incorporates factors such as your goals, your investment timeline, and your risk tolerance.
Please contact your financial adviser if you have any questions about the contents of this report, and thanks again for the confidence you have placed in us.
Sincerely,
John K. Carter | Christopher A. Staples |
President & Chief Executive Officer | Vice President & Chief Investment Officer |
Transamerica Series Trust | Transamerica Series Trust |
The views expressed in this report reflect those of the portfolio managers only and may not necessarily represent the views of Transamerica Series Trust. These views are 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 Series Trust.
Transamerica American Century Large Company Value VP
(unaudited)
MARKET ENVIRONMENT
Extraordinary, if not unprecedented, market conditions characterized the period. Few investors anticipated the scope of the credit crunch, which grew into a full-blown financial crisis. The U.S. government and the Federal Reserve Board (“Fed”) took extraordinary steps to provide support for the flagging financial system, with other governments and central banks following suit. In the stock market, volatility was extreme on a day-to-day basis as investors lost confidence in the financial system and worried about the government’s ability to remedy the situation. U.S. equity indexes were universally down for the 12-month period, with value and growth stocks generally providing similar returns.
PERFORMANCE
For the year ended December 31, 2008, Transamerica American Century Large Company Value VP Initial Class returned (36.78)%. By comparison its primary and secondary benchmarks, the Standard and Poor’s 500 Composite Stock Index and the Russell 1000® Value Index, returned (37.00)% and (36.85)%, respectively.
STRATEGY REVIEW
Despite an underweight, the financials sector was the portfolio’s largest source of underperformance versus the benchmark. Although the portfolio management team continues to approach the sector with caution and selectivity, the best relative values were the most adversely affected by the financial crisis.
In particular, the portfolio was hampered by its mix of insurance, mortgage finance, and diversified financial services stocks. Three top detractors were financial giant Citigroup, Inc. (“Citigroup”); life, property and casualty insurer Hartford Financial Services Group, Inc. (“Hartford”); and American International Group, Inc. (“AIG”), the leading U.S.-based international insurer. Shares of Citigroup, which declined dramatically on worries that it had inadequate capital, stabilized only after the announcement of a U.S. government capital infusion. Hartford’s stock price fell on similar fears, while AIG’s shares lost significant value when the Fed had to rescue the company from bankruptcy. The portfolio’s positions in Hartford and AIG have been eliminated.
The portfolio’s holdings in the health care sector contributed to results. During difficult economic times or periods of stock market turbulence, investors often regard health care stocks as lower-risk, defensive investments. Moreover, our preference for large industry leaders proved advantageous. A significant holding was Abbott Laboratories (“Abbott”), which develops and manufactures laboratory diagnostics, medical devices and pharmaceutical therapies. Abbott reported strong sales across its entire product line, including Humira (a drug that treats autoimmune diseases).
The portfolio benefited from strong security selection in information technology, primarily from large leading software and technology companies. A notable contributor was Hewlett-Packard Co. (“HP”), a computer and peripheral maker. HP’s acquisition of outsourcing giant Electronic Data Systems appears to offer a competitive advantage and could add value through reorganization and cost-cutting efforts.
The portfolio’s position in the materials sector boosted relative performance. For some time, the share prices of metals and mining firms have been momentum-driven; many have not met the management team’s valuation criteria and thus have not merited sizeable exposure. This limited exposure was particularly beneficial when commodities prices fell during the final months of 2008.
The consumer discretionary sector provided a significant holding, H&R Block, Inc. The company closed its sub-prime mortgage unit, allowing it to focus on its core tax-preparation services business which is generally perceived as less economically sensitive.
The portfolio’s underweight in the utilities sector was another drag on results. The portfolio management team believes that because of their defensive nature, many utilities stocks have become overvalued. The portfolio was slowed by its lack of multi-utility names, and security selection among electric utilities also diminished relative performance.
Charles A. Ritter, CFA
Brendan Healy, CFA
Co-Portfolio Managers
American Century Investment Management, Inc.
Transamerica Series Trust | | Annual Report 2008 |
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
Initial Class | | (36.78 | )% | (2.36 | )% | (1.75 | )% | 05/01/2001 | |
S&P 500* | | (37.00 | )% | (2.19 | )% | (2.36 | )% | 05/01/2001 | |
Russell 1000 Value* | | (36.85 | )% | (0.79 | )% | 0.12 | % | 05/01/2001 | |
Service Class | | (37.05 | )% | (2.63 | )% | 1.51 | % | 05/01/2003 | |
NOTES
* The Standard and Poor’s 500 Composite Stock (S&P 500) Index and the Russell® 1000 Value Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot directly invest in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 742.46 | | 0.87 | % | $ | 3.81 | |
Hypothetical (b) | | 1,000.00 | | 1,020.76 | | 0.87 | | 4.42 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 741.02 | | 1.12 | | 4.90 | |
Hypothetical (b) | | 1,000.00 | | 1,019.51 | | 1.12 | | 5.69 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
PREFERRED STOCK (0.1%) | | | | | |
Capital Markets (0.1%) | | | | | |
Legg Mason, Inc., 7.00% p | | 19,000 | | $ | 418 | |
Total Preferred Stock (cost $359) | | | | 418 | |
| | | | | |
COMMON STOCKS (93.8%) | | | | | |
Aerospace & Defense (1.1%) | | | | | |
Northrop Grumman Corp. | | 84,300 | | 3,797 | |
Beverages (2.3%) | | | | | |
Coca-Cola Co. | | 122,400 | | 5,541 | |
Pepsi Bottling Group, Inc. | | 124,500 | | 2,802 | |
Biotechnology (1.2%) | | | | | |
Amgen, Inc. ‡ | | 72,600 | | 4,193 | |
Capital Markets (3.2%) | | | | | |
Bank of New York Mellon Corp. | | 123,700 | | 3,504 | |
Goldman Sachs Group, Inc. ^ | | 37,200 | | 3,139 | |
Legg Mason, Inc. ^ | | 31,700 | | 695 | |
Merrill Lynch & Co., Inc. ^ | | 143,900 | | 1,675 | |
Morgan Stanley | | 123,200 | | 1,976 | |
Chemicals (1.8%) | | | | | |
E.I. duPont de Nemours & Co. | | 127,200 | | 3,218 | |
PPG Industries, Inc. | | 73,700 | | 3,127 | |
Commercial Banks (3.2%) | | | | | |
National City Corp. ^ | | 284,000 | | 514 | |
US Bancorp ^ | | 117,000 | | 2,926 | |
Wells Fargo & Co. ^ | | 274,900 | | 8,104 | |
Commercial Services & Supplies (2.0%) | | | | | |
Avery Dennison Corp. ^ | | 52,900 | | 1,731 | |
Pitney Bowes, Inc. | | 39,300 | | 1,001 | |
RR Donnelley & Sons Co. | | 126,500 | | 1,718 | |
Waste Management, Inc. ^ | | 74,800 | | 2,479 | |
Communications Equipment (0.6%) | | | | | |
Cisco Systems, Inc. ‡ | | 112,200 | | 1,829 | |
Motorola, Inc. ^ | | 96,400 | | 427 | |
Computers & Peripherals (1.9%) | | | | | |
Hewlett-Packard Co. | | 91,400 | | 3,317 | |
IBM Corp. | | 42,100 | | 3,543 | |
Consumer Finance (0.2%) | | | | | |
Discover Financial Services | | 92,400 | | 881 | |
Diversified Consumer Services (0.9%) | | | | | |
H&R Block, Inc. ^ | | 142,500 | | 3,238 | |
Diversified Financial Services (6.0%) | | | | | |
Bank of America Corp. £ | | 456,200 | | 6,423 | |
Citigroup, Inc. | | 627,100 | | 4,208 | |
JPMorgan Chase & Co. ^ | | 344,600 | | 10,865 | |
Diversified Telecommunication Services (7.4%) | | | | | |
AT&T, Inc. £ | | 550,200 | | 15,681 | |
Embarq Corp. | | 42,600 | | 1,532 | |
Verizon Communications, Inc. | | 279,300 | | 9,468 | |
Electric Utilities (2.9%) | | | | | |
Exelon Corp. | | 109,400 | | 6,084 | |
PPL Corp. | | 143,900 | | 4,416 | |
Energy Equipment & Services (0.5%) | | | | | |
National Oilwell Varco, Inc. ‡ | | 73,200 | | 1,789 | |
Food & Staples Retailing (3.0%) | | | | | |
Kroger Co. | | 112,400 | | 2,968 | |
Walgreen Co. | | 111,500 | | 2,751 | |
Wal-Mart Stores, Inc. | | 89,000 | | 4,989 | |
Food Products (0.8%) | | | | | |
Unilever NV ^ | | 123,200 | | 3,025 | |
Health Care Equipment & Supplies (0.6%) | | | | | |
Medtronic, Inc. ^ | | 66,400 | | 2,086 | |
Health Care Providers & Services (0.6%) | | | | | |
Quest Diagnostics, Inc. ^ | | 38,600 | | 2,004 | |
Hotels, Restaurants & Leisure (0.5%) | | | | | |
Darden Restaurants, Inc. ^ | | 37,300 | | 1,051 | |
Starbucks Corp. ‡ | | 94,500 | | 894 | |
Household Durables (0.5%) | | | | | |
Newell Rubbermaid, Inc. | | 181,300 | | 1,773 | |
Independent Power Producers & Energy Traders (0.4%) | | | | | |
NRG Energy, Inc. ‡ ^ | | 58,100 | | 1,355 | |
Industrial Conglomerates (4.6%) | | | | | |
General Electric Co. | | 940,800 | | 15,241 | |
Tyco International, Ltd. | | 63,000 | | 1,361 | |
Insurance (3.5%) | | | | | |
Allstate Corp. | | 133,300 | | 4,367 | |
Loews Corp. | | 47,000 | | 1,328 | |
Torchmark Corp. ^ | | 52,000 | | 2,324 | |
Travelers Cos., Inc. | | 102,500 | | 4,633 | |
IT Services (0.4%) | | | | | |
Fiserv, Inc. ‡ ^ | | 37,800 | | 1,375 | |
Machinery (2.5%) | | | | | |
Caterpillar, Inc. ^ | | 64,000 | | 2,859 | |
Dover Corp. ^ | | 71,800 | | 2,364 | |
Ingersoll-Rand Co., Ltd. -Class A ^ | | 105,500 | | 1,830 | |
Parker Hannifin Corp. | | 41,600 | | 1,770 | |
Media (2.9%) | | | | | |
CBS Corp. -Class B ^ | | 197,400 | | 1,617 | |
Gannett Co., Inc. ^ | | 128,000 | | 1,024 | |
Time Warner, Inc. ^ | | 496,700 | | 4,997 | |
Viacom, Inc. -Class B ‡ ^ | | 146,000 | | 2,783 | |
Metals & Mining (0.8%) | | | | | |
Nucor Corp. ^ | | 61,100 | | 2,823 | |
Multiline Retail (0.7%) | | | | | |
Kohl’s Corp. ‡ ^ | | 71,700 | | 2,596 | |
Office Electronics (0.5%) | | | | | |
Xerox Corp. ^ | | 224,200 | | 1,787 | |
Oil, Gas & Consumable Fuels (17.4%) | | | | | |
Apache Corp. | | 25,700 | | 1,915 | |
Chevron Corp. | | 249,200 | | 18,433 | |
ConocoPhillips ^ | | 203,100 | | 10,521 | |
Devon Energy Corp. ^ | | 26,000 | | 1,708 | |
Exxon Mobil Corp. | | 256,100 | | 20,444 | |
Occidental Petroleum Corp. | | 20,600 | | 1,236 | |
Royal Dutch Shell PLC -Class A ADR | | 159,700 | | 8,455 | |
Paper & Forest Products (0.7%) | | | | | |
International Paper Co. ^ | | 61,400 | | 725 | |
Weyerhaeuser Co. | | 61,500 | | 1,883 | |
Pharmaceuticals (11.3%) | | | | | |
Abbott Laboratories £ | | 65,000 | | 3,469 | |
Eli Lilly & Co. | | 88,500 | | 3,564 | |
Johnson & Johnson | | 184,100 | | 11,015 | |
Merck & Co., Inc. ^ | | 174,500 | | 5,305 | |
Pfizer, Inc. | | 671,300 | | 11,889 | |
Wyeth | | 136,400 | | 5,116 | |
Professional Services (0.1%) | | | | | |
Robert Half International, Inc. ^ | | 23,400 | | 487 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
4
| | Shares | | Value | |
Real Estate Investment Trusts (0.1%) | | | | | |
Developers Diversified Realty Corp. ^ | | 42,100 | | $ | 205 | |
Semiconductors & Semiconductor Equipment (0.9%) | | | | | |
Applied Materials, Inc. | | 105,400 | | 1,068 | |
Intel Corp. ^ | | 109,500 | | 1,605 | |
Texas Instruments, Inc. | | 42,700 | | 663 | |
Software (1.4%) | | | | | |
Microsoft Corp. | | 147,400 | | 2,865 | |
Oracle Corp. ‡ ^ | | 116,000 | | 2,057 | |
Specialty Retail (2.5%) | | | | | |
Best Buy Co., Inc. ^ | | 73,400 | | 2,063 | |
Gap, Inc. ^ | | 117,900 | | 1,579 | |
Home Depot, Inc. | | 124,500 | | 2,866 | |
Staples, Inc. ^ | | 136,300 | | 2,443 | |
Textiles, Apparel & Luxury Goods (0.6%) | | | | | |
V.F. Corp. ^ | | 42,200 | | 2,311 | |
Tobacco (1.1%) | | | | | |
Altria Group, Inc. | | 124,600 | | 1,876 | |
Lorillard, Inc. | | 40,000 | | 2,254 | |
Wireless Telecommunication Services (0.2%) | | | | | |
Sprint Nextel Corp. ‡ ^ | | 302,800 | | 554 | |
Total Common Stocks (cost $484,546) | | | | 336,390 | |
| | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (5.8%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $20,652 on 01/02/2009 à • | | $ | 20,652 | | 20,652 | |
Total Repurchase Agreement (cost $20,652) | | | | 20,652 | |
| | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (5.8%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 20,934,442 | | 20,934 | |
| | | | | |
Total Securities Lending Collateral (cost $20,934) | | | | 20,934 | |
| | | | | |
Total Investment Securities (cost $526,491) # | | | | $ | 378,394 | |
| | | | | | | |
FUTURES CONTRACTS:
Description | | Contracts G | | Expiration Date | | Net Unrealized Appreciation (Depreciation) | |
S&P 500 E-Mini Index | | 371 | | 03/20/2009 | | | $ | (75 | ) |
| | | | | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
p | Interest rate shown reflects the yield at 12/31/2008. |
‡ | Non-income producing security. |
^ | All or a portion of this security is on loan. The value of all securities on loan is $20,394. |
• | Repurchase agreement is collateralized by U.S. Government Agency Obligations with interest rates ranging from 4.12% to 4.79%, maturity dates ranging between 08/01/2033 to 09/01/2033, and with a market values plus accrued interests of $21,065. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | Aggregate cost for federal income tax purposes is $534,071. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $2,099 and $157,776, respectively. Net unrealized depreciation for tax purposes is $155,677. |
£ | All or a portion of this security is segregated with the custodian to cover margin requirements for open future contracts. The value of all securities segregated at 12/31/2008 is $4,594. |
G | Contract amounts are not in thousands. |
The notes to the financial statements are an integral part of this report.
5
At December 31, 2008
(all amounts in thousands)
DEFINITIONS:
ADR | American Depositary Receipt |
PLC | Public Limited Company |
|
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | | Other Financial Instruments* | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | | Level 1 | | Level 2 | | Level 3 | |
$ | 357,742 | | $ | 20,652 | | $ | — | | $ | 378,394 | | $ | — | | $ | (75 | ) | $ | — | |
| | | | | | | | | | | | | | | | | | | | |
*Other financial instruments are derivative instruments such as futures, forwards, and swap contracts, which are valued at the unrealized appreciation (depreciation) on the instrument.
The notes to the financial statements are an integral part of this report.
6
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $526,491) (including securities loaned of $20,394) | | $ | 378,394 | |
Receivables: | | | |
Investment securities sold | | 1,096 | |
Income from loaned securities | | 21 | |
Dividends | | 815 | |
Variation margin | | 221 | |
| | 380,547 | |
Liabilities: | | | |
Investment securities purchased | | 519 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 10 | |
Management and advisory fees | | 260 | |
Transfer agent fees | | 1 | |
Administration fees | | 6 | |
Payable for collateral for securities on loan | | 20,934 | |
Other | | 34 | |
| | 21,764 | |
Net Assets | | $ | 358,783 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 541 | |
Additional paid-in capital | | 555,180 | |
Undistributed net investment income | | 9,469 | |
Accumulated net realized loss from investment securities and futures | | (58,235 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (148,097 | ) |
Futures contracts | | (75 | ) |
Net Assets | | $ | 358,783 | |
Net Assets by Class: | | | |
Initial Class | | $ | 357,547 | |
Service Class | | 1,236 | |
Shares Outstanding: | | | |
Initial Class | | 53,885 | |
Service Class | | 186 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 6.64 | |
Service Class | | 6.63 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $100) | | $ | 12,434 | |
Interest | | 221 | |
Income from loaned securities-net | | 294 | |
| | 12,949 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 3,268 | |
Printing and shareholder reports | | 18 | |
Custody fees | | 48 | |
Administration fees | | 80 | |
Legal fees | | 16 | |
Audit fees | | 18 | |
Trustees fees | | 12 | |
Transfer agent fees | | 8 | |
Distribution and service fees: | | | |
Service Class | | 5 | |
Other | | 8 | |
Total expenses | | 3,481 | |
| | | |
Net Investment Income | | 9,468 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (49,033 | ) |
Futures contracts | | (8,696 | ) |
| | (57,729 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (142,177 | ) |
Futures contracts | | 86 | |
| | (142,091 | ) |
Net Realized and Unrealized Loss | | (199,820 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (190,352 | ) |
The notes to the financial statements are an integral part of this report.
7
STATEMENT OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 9,468 | | $ | 7,701 | |
Net realized gain (loss) from investment securities and futures contracts | | (57,729 | ) | 14,457 | |
Change in net unrealized depreciation on investment securities and futures contracts | | (142,091 | ) | (29,090 | ) |
Net decrease in net assets resulting from operations | | (190,352 | ) | (6,932 | ) |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (7,673 | ) | (2,142 | ) |
Service Class | | (29 | ) | (6 | ) |
| | (7,702 | ) | (2,148 | ) |
From net realized gains: | | | | | |
Initial Class | | (14,753 | ) | (2,009 | ) |
Service Class | | (68 | ) | (11 | ) |
| | (14,821 | ) | (2,020 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 127,556 | | 322,804 | |
Service Class | | 331 | | 1,123 | |
| | 127,887 | | 323,927 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 22,426 | | 4,151 | |
Service Class | | 97 | | 17 | |
| | 22,523 | | 4,168 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (29,125 | ) | (40,470 | ) |
Service Class | | (680 | ) | (1,751 | ) |
| | (29,805 | ) | (42,221 | ) |
Net increase in net assets from capital shares transactions | | 120,605 | | 285,874 | |
Net increase (decrease) in net assets | | (92,270 | ) | 274,774 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 451,053 | | 176,279 | |
End of year | | $ | 358,783 | | $ | 451,053 | |
Undistributed Net Investment Income | | $ | 9,469 | | $ | 7,707 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 14,587 | | 28,236 | |
Service Class | | 38 | | 95 | |
| | 14,625 | | 28,331 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 2,497 | | 361 | |
Service Class | | 11 | | 1 | |
| | 2,508 | | 362 | |
Shares redeemed: | | | | | |
Initial Class | | (3,566 | ) | (3,498 | ) |
Service Class | | (79 | ) | (151 | ) |
| | (3,645 | ) | (3,649 | ) |
Net increase in shares outstanding: | | | | | |
Initial Class | | 13,518 | | 25,099 | |
Service Class | | (30 | ) | (55 | ) |
| | 13,488 | | 25,044 | |
The notes to the financial statements are an integral part of this report.
8
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 11.11 | | $ | 11.34 | | $ | 11.01 | | $ | 11.06 | | $ | 9.81 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.21 | | 0.21 | | 0.19 | | 0.18 | | 0.17 | |
Net realized and unrealized gain (loss) | | (4.16 | ) | (0.33 | ) | 1.80 | | 0.26 | | 1.18 | |
Total operations | | (3.95 | ) | (0.12 | ) | 1.99 | | 0.44 | | 1.35 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.18 | ) | (0.06 | ) | (0.30 | ) | (0.07 | ) | (0.10 | ) |
From net realized gains | | (0.34 | ) | (0.05 | ) | (1.36 | ) | (0.42 | ) | — | |
Total distributions | | (0.52 | ) | (0.11 | ) | (1.66 | ) | (0.49 | ) | (0.10 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 6.64 | | $ | 11.11 | | $ | 11.34 | | $ | 11.01 | | $ | 11.06 | |
Total Return(b) | | (36.78 | )% | (1.12 | )% | 19.68 | % | 4.15 | % | 13.91 | % |
Net Assets End of Year (000’s) | | $ | 357,547 | | $ | 448,651 | | $ | 173,206 | | $ | 120,738 | | $ | 185,445 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.87 | % | 0.86 | % | 0.92 | % | 0.91 | % | 0.97 | % |
Net investment income, to average net assets | | 2.38 | % | 1.79 | % | 1.72 | % | 1.62 | % | 1.67 | % |
Portfolio turnover rate | | 29 | % | 18 | % | 19 | % | 26 | % | 86 | % |
| | | | | | | | | | | |
For a share outstanding throughout each period | |
| |
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 11.10 | | $ | 11.33 | | $ | 11.00 | | $ | 11.07 | | $ | 9.82 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.19 | | 0.18 | | 0.17 | | 0.15 | | 0.17 | |
Net realized and unrealized gain (loss) | | (4.17 | ) | (0.33 | ) | 1.80 | | 0.26 | | 1.16 | |
Total operations | | (3.98 | ) | (0.15 | ) | 1.97 | | 0.41 | | 1.33 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.15 | ) | (0.03 | ) | (0.28 | ) | (0.06 | ) | (0.08 | ) |
From net realized gains | | (0.34 | ) | (0.05 | ) | (1.36 | ) | (0.42 | ) | — | |
Total distributions | | (0.49 | ) | (0.08 | ) | (1.64 | ) | (0.48 | ) | (0.08 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 6.63 | | $ | 11.10 | | $ | 11.33 | | $ | 11.00 | | $ | 11.07 | |
Total Return(b) | | (37.05 | )% | (1.33 | )% | 19.44 | % | 3.83 | % | 13.61 | % |
Net Assets End of Year (000’s) | | $ | 1,236 | | $ | 2,402 | | $ | 3,073 | | $ | 1,781 | | $ | 1,947 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.12 | % | 1.11 | % | 1.17 | % | 1.16 | % | 1.22 | % |
Net investment income, to average net assets | | 2.06 | % | 1.52 | % | 1.49 | % | 1.36 | % | 1.66 | % |
Portfolio turnover rate | | 29 | % | 18 | % | 19 | % | 26 | % | 86 | % |
(a) Calculation is based on average number of shares outstanding.
(b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
The notes to the financial statements are an integral part of this report.
9
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, American Century Large Company Value also changed its name to Transamerica American Century Large Company Value VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
There were no recaptured commissions during the year ended December 31, 2008.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Futures contracts: The Fund may enter into futures contracts to manage exposure to market, interest rate or currency fluctuations. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. The primary risks associated with futures contracts are imperfect correlation between the change in market value of the securities held and the prices of futures contracts; the possibility of an illiquid market and inability of the counterparty to meet the contract terms.
The underlying face amounts of open futures contracts at December 31, 2008 are listed in the Schedule of Investments. The variation margin receivable or payable, as applicable, is included in the Statement of Assets and Liabilities. Variation margin represents the additional payment due or excess deposits made in order to maintain the equity account at the required margin level. In connection with these contracts, securities or cash may be held as collateral on deposit with broker counter parties in accordance with the terms of the respective futures contracts.
Real Estate Investment Trusts (“REITs”): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates.
Dividend income is recorded at management’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year end and may differ from the estimated amounts.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
| | | | | |
Transamerica Asset Allocation-Conservative VP | | $ | 22,966 | | 6.40 | % |
| | | | | |
Transamerica Asset Allocation-Growth VP | | 63,720 | | 17.76 | |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 74,021 | | 20.63 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 172,200 | | 48.00 | |
| | | | | |
Total | | $ | 332,907 | | 92.79 | % |
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $250 million | | 0.835 | % |
Over $250 million up to $400 million | | 0.80 | % |
Over $400 million up to $750 million | | 0.775 | % |
Over $750 million | | 0.70 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.35% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Brokerage commissions: Brokerage commissions incurred on security transactions placed with affiliates of the adviser for the year ended December 31, 2008 were $4.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $15 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled less than $1.
12
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 204,590 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 109,127 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | (4 | ) |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | 4 | |
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
| | | |
$ | 38,435 | | December 31, 2016 | |
| | | | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 2,408 | |
Long-term Capital Gain | | 1,760 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 9,602 | |
Long-term Capital Gain | | 12,921 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 9,456 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (38,435 | ) |
Post October Capital Loss Deferral | | $ | (12,281 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (155,678 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
13
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica American Century Large Company Value VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica American Century Large Company Value VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
14
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $12,921 for the year ended December 31, 2008.
15
Transamerica Asset Allocation - Conservative VP
(unaudited)
MARKET ENVIRONMENT
2008 was one of the most difficult periods in history for financial markets. The housing-market decline and collapse in sub-prime mortgage bonds worsened as the year progressed. Financial institutions recorded massive write-downs of mortgage-related securities, requiring them to raise replacement capital to meet reserve requirements. The U.S. government took a number of steps intended to rescue the system. The Treasury Department persuaded Bear Stearns to sell itself to JPMorgan Chase. The Federal Reserve Board (“Fed”) opened up its short-term lending facilities to investment banks in an effort to alleviate the capital shortage. Federal regulators seized control of Fannie Mae and Freddie Mac and took a controlling stake in insurance giant American International Group, Inc. (“AIG”). Along with other market-greasing initiatives, the Treasury announced a $700 billion plan to buy troubled mortgage securities from financial institutions. Lehman Brothers filed for bankruptcy, Washington Mutual was acquired by JPMorgan Chase, and Merrill Lynch sold itself to Bank of America. Goldman Sachs and Morgan Stanley—by then the only remaining major stand-alone investment banks—petitioned the government to convert to chartered banks. The government also brokered Wachovia’s sale to Wells Fargo. On top of these activities, the Fed lowered its federal-funds rate seven times during the year, ultimately to a target range of between 0.00% and 0.25%. Other governments around the world also lowered rates and bailed out financial institutions in their own countries.
In the fixed-income markets, only the highest-quality bonds—Treasuries and other U.S. and foreign government issues—managed to post gains. With credit fears rampant, bonds with even a little credit exposure lost value. Even investment-grade corporate bonds lost 4.94% as measured by the Barclays Capital U.S. Corporate Investment Grade Index. High-yield bonds lost more than five times as much, and emerging-markets debt notched sizable losses. The only safe asset classes were government-sponsored bonds and cash. Yet not even all government bonds were safe: Treasury Inflation Protected Securities (“TIPS”) lost 2.35% as gauged by the Barclays Capital U.S. TIPS Index.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Asset Allocation-Conservative VP Initial Class returned (21.18%). By comparison its primary and secondary benchmarks, the Barclays Capital (formerly Lehman Brothers) Aggregate U.S. Bond Index and the Dow Jones Wilshire 5000 Total Market Index, returned 5.24% and (37.33%), respectively.
STRATEGY REVIEW
This portfolio provides a mix of approximately 35% equity and 65% fixed-income securities (including cash). Its equity exposure is intended to provide broadly diversified coverage of domestic and international equity markets, across a range of market capitalizations and investment styles. The fixed-income portion covers investment-grade and credit-sensitive holdings, as well as international bonds. The portfolio also includes emerging markets, global real estate, and alternative strategies. The goal is to provide investors one-stop coverage of the financial markets, and the portfolio is more broadly diversified than most market indices or traditional balanced funds.
We consider the managers of our underlying funds to be top-notch within their specialties, but against the backdrop of largely indiscriminant market losses in 2008, most of our fund holdings ended well in the red. Still, we can point to some of the higher-beta asset classes as being the most negative contributors. For example, the international funds were among the biggest decliners, and several of the smaller-cap funds and the technology and real-estate sector funds were also hit hard.
The larger bond portfolio was hindered in its role of offsetting equity losses. The root cause of this past year’s market decline has been the credit crisis, and in that environment bonds with any credit sensitivity at all have suffered losses. Normally a predominantly investment-grade bond portfolio (such as ours) would tend to rise in value in times of stock-market volatility, but in this period only government bonds managed to avoid losses. Our portfolio owns government bonds, but also investment-grade corporate bonds, high-yield bonds, convertibles, and emerging-markets debt, all of which fell in the period. The convertible-bond and high-yield bond funds were the worst-hit bond holdings owing to their inherent equity sensitivity. Transamerica Loomis Sayles Bond simply had one of its rare bad years. The largest holding, Transamerica PIMCO Total Return VP, suffered only a 2.79% loss but still trailed its index. The only funds to finish 2008 in the black (other than Transamerica Money Market) were Transamerica U.S. Government Securities VP and Transamerica JPMorgan International Bond; both focus primarily on government issues.
During the period we added four new underlying funds in the international sleeve: Transamerica Thornburg International Value, Transamerica MFS International Equity, Transamerica Schroders International Small Cap and Transamerica WMC Emerging Markets. We eliminated Transamerica Small/Mid Cap Value after its longtime manager departed in the fall. We also eliminated a small position in Transamerica T. Rowe Price Small Cap VP because we didn’t need it to achieve our small-cap targets.
Michael Stout, CFA
Jon Hale, Ph.D., CFA
Jeff McConnell, CFA
Maciej Kowara, Ph.D., CFA
Co-Portfolio Managers
Morningstar Associates, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
| | | | | | | | | |
Initial Class | | (21.18 | )% | 1.15 | % | 2.55 | % | 5/1/02 | |
Barclays Capital Aggregate U.S. Bond Index* | | 5.24 | % | 4.65 | % | 5.31 | % | 5/1/02 | |
DJ Wilshire 5000* | | (37.33 | )% | (1.67 | )% | (0.04 | )% | 5/1/02 | |
Service Class | | (21.40 | )% | 0.91 | % | 3.63 | % | 5/1/03 | |
NOTES
* The Barclays Capital Aggregate U.S. Bond Index and the Dow Jones Wilshire 5000 Total Market (DJ Wilshire 5000) Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From Inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance; future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
The expenses shown in the table do not reflect any expenses from the Fund’s investment in other affiliated investment companies.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 820.32 | | 0.13 | % | $ | 0.59 | |
Hypothetical (b) | | 1,000.00 | | 1,024.48 | | 0.13 | | 0.66 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 818.91 | | 0.38 | | 1.74 | |
Hypothetical (b) | | 1,000.00 | | 1,023.23 | | 0.38 | | 1.93 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Asset Type
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by asset type of the aggregate portfolio holdings of the underlying affiliated investment companies in which the Fund invests. The security lending collateral in the underlying funds is excluded from this calculation.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
INVESTMENT COMPANIES (100.0%) | | | | | |
Bonds (48.6%) | | | | | |
Transamerica Convertible Securities VP ¹ | | 3,856,941 | | $ | 23,952 | |
Transamerica Flexible Income € | | 1,004,336 | | 6,950 | |
Transamerica High Yield Bond € | | 6,042,738 | | 36,800 | |
Transamerica JPMorgan International Bond € | | 8,144,641 | | 89,591 | |
Transamerica MFS High Yield VP ¹ | | 6,831,139 | | 40,099 | |
Transamerica PIMCO Total Return VP ¹ | | 15,562,237 | | 165,893 | |
Transamerica Short-Term Bond € | | 5,690,324 | | 52,465 | |
Transamerica U.S. Government Securities VP ¹ | | 571,149 | | 7,219 | |
Transamerica Van Kampen Emerging Markets Debt € | | 5,323,398 | | 44,557 | |
Capital Preservation (2.2%) | | | | | |
Transamerica Money Market VP ¹ | | 20,734,678 | | 20,735 | |
Global/International Stocks (5.7%) | | | | | |
Transamerica AllianceBernstein International Value € | | 1,090,553 | | 6,805 | |
Transamerica Evergreen International Small Cap € | | 732,257 | | 6,202 | |
Transamerica Marsico International Growth € | | 1,076,405 | | 7,072 | |
Transamerica MFS International Equity € | | 454,665 | | 3,005 | |
Transamerica Neuberger Berman International € | | 1,275,972 | | 7,554 | |
Transamerica Oppenheimer Developing Markets € | | 1,652,737 | | 10,082 | |
Transamerica Schroders International Small Cap € | | 1,763,728 | | 10,212 | |
Transamerica Thornburg International Value € | | 375,809 | | 2,920 | |
Transamerica WMC Emerging Markets € ‡ | | 197,125 | | 1,526 | |
Inflation-Protected Securities (8.6%) | | | | | |
Transamerica PIMCO Real Return TIPS € | | 8,658,849 | | 83,125 | |
Tactical and Specialty (13.1%) | | | | | |
Transamerica BlackRock Global Allocation € | | 2,044,198 | | 17,478 | |
Transamerica Clarion Global Real Estate Securities VP ¹ | | 1,648,469 | | 12,924 | |
Transamerica Evergreen Health Care € | | 466,098 | | 4,088 | |
Transamerica Federated Market Opportunity VP ¹ | | 920,249 | | 12,304 | |
Transamerica Loomis Sayles Bond € | | 10,247,966 | | 77,065 | |
Transamerica Science & Technology VP ¹ | | 1,193,381 | | 3,115 | |
U.S. Stocks (21.8%) | | | | | |
Transamerica American Century Large Company Value VP ¹ | | 3,461,061 | | 22,981 | |
Transamerica Bjurman, Barry Micro Emerging Growth € ‡ | | 233,739 | | 1,395 | |
Transamerica BlackRock Large Cap Value VP ¹ | | 3,256,890 | | 36,119 | |
Transamerica Capital Guardian Value VP ¹ | | 770,453 | | 7,288 | |
Transamerica Equity VP ¹ | | 1,735,649 | | 26,000 | |
Transamerica Growth Opportunity VP ¹ | | 354,204 | | 2,741 | |
Transamerica Jennison Growth VP ¹ | | 3,373,144 | | 16,866 | |
Transamerica JPMorgan Mid Cap Value VP ¹ | | 1,275,394 | | 11,797 | |
Transamerica Marsico Growth VP ¹ | | 3,599,508 | | 26,564 | |
Transamerica Munder Net50 VP ¹ | | 311,370 | | 1,557 | |
Transamerica Oppenheimer Small- & Mid-Cap Value € | | 1,205,169 | | 7,014 | |
Transamerica T. Rowe Price Equity Income VP ¹ | | 5,349 | | 45 | |
Transamerica T. Rowe Price Growth Stock VP ¹ | | 862,357 | | 11,900 | |
Transamerica Third Avenue Value € ‡ | | 799,850 | | 12,230 | |
Transamerica UBS Large Cap Value € | | 2,955,491 | | 21,664 | |
Transamerica Van Kampen Mid-Cap Growth € | | 379,499 | | 2,516 | |
Transamerica Van Kampen Small Company Growth € | | 112,797 | | 768 | |
Total Investment Securities (cost $1,250,498) # | | | | $ | 963,183 | |
NOTES TO SCHEDULE OF INVESTMENTS:
¹ | The Fund invests its assets in the Initial Class shares of Transamerica Series Trust. |
€ | The Fund invests its assets in the Class I shares of Transamerica Funds. |
‡ | Non-income producing security. |
# | Aggregate cost for federal income tax purposes is $1,253,932. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $2,388 and $293,137, respectively. Net unrealized depreciation for tax purposes is $290,749. |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | — | | $ | 963,183 | | $ | — | | $ | 963,183 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
4
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment in affiliated investment companies at value (cost: $1,250,498) | | $ | 963,183 | |
Receivables: | | | |
Shares sold | | 617 | |
Dividends | | 22 | |
| | 963,822 | |
Liabilities: | | | |
Investment securities purchased | | 114 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 526 | |
Management and advisory fees | | 84 | |
Distribution and service fees | | 100 | |
Transfer agent fees | | 2 | |
Administration fees | | 10 | |
Other | | 55 | |
| | 891 | |
Net Assets | | $ | 962,931 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 1,165 | |
Additional paid-in capital | | 1,217,596 | |
Undistributed net investment income | | 50,248 | |
Accumulated net realized loss from investment in affiliated investment companies | | (18,763 | ) |
Net unrealized depreciation on investment in affiliated investment companies | | (287,315 | ) |
Net Assets | | $ | 962,931 | |
| | | |
Net Assets by Class: | | | |
Initial Class | | $ | 497,129 | |
Service Class | | 465,802 | |
Shares Outstanding: | | | |
Initial Class | | 59,947 | |
Service Class | | 56,504 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 8.29 | |
Service Class | | 8.24 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends from affiliated investment companies | | $ | 52,968 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 1,100 | |
Printing and shareholder reports | | 66 | |
Custody fees | | 38 | |
Administration fees | | 137 | |
Legal fees | | 44 | |
Audit fees | | 21 | |
Trustees fees | | 31 | |
Transfer agent fees | | 21 | |
Registration fees | | 10 | |
Distribution and service fees: | | | |
Service Class | | 1,239 | |
Other | | 14 | |
Total expenses | | 2,721 | |
| | | |
Net Investment Income | | 50,247 | |
| | | |
Net Realized Gain from: | | | |
Investment in affiliated investment companies | | (26,704 | ) |
Distributions from investment in affiliated investment companies | | 29,339 | |
| | 2,635 | |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment in affiliated investment companies | | (311,396 | ) |
Net Realized and Unrealized Loss on Investment in Affiliated Investment Companies | | (308,761 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (258,514 | ) |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 50,247 | | $ | 32,254 | |
Net realized gain from investment in affiliated investment companies | | 2,635 | | 43,940 | |
Change in net unrealized depreciation on investment in affiliated investment companies | | (311,396 | ) | (18,517 | ) |
Net increase (decrease) in net assets resulting from operations | | (258,514 | ) | 57,677 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (17,312 | ) | (17,032 | ) |
Service Class | | (14,942 | ) | (9,906 | ) |
| | (32,254 | ) | (26,938 | ) |
From net realized gains: | | | | | |
Initial Class | | (34,012 | ) | (20,994 | ) |
Service Class | | (31,044 | ) | (12,917 | ) |
| | (65,056 | ) | (33,911 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 330,310 | | 234,966 | |
Service Class | | 340,313 | | 151,376 | |
| | 670,623 | | 386,342 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 51,324 | | 38,026 | |
Service Class | | 45,986 | | 22,824 | |
| | 97,310 | | 60,850 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (249,866 | ) | (244,742 | ) |
Service Class | | (147,258 | ) | (69,222 | ) |
| | (397,124 | ) | (313,964 | ) |
Net increase in net assets resulting from capital shares transactions | | 370,809 | | 133,228 | |
| | | | | |
Net increase in net assets | | 14,985 | | 130,056 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 947,946 | | 817,890 | |
End of year | | $ | 962,931 | | $ | 947,946 | |
Undistributed Net Investment Income | | $ | 50,248 | | $ | 32,255 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 31,370 | | 20,148 | |
Service Class | | 32,660 | | 13,024 | |
| | 64,030 | | 33,172 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 5,232 | | 3,435 | |
Service Class | | 4,712 | | 2,069 | |
| | 9,944 | | 5,504 | |
Shares redeemed: | | | | | |
Initial Class | | (24,937 | ) | (21,033 | ) |
Service Class | | (15,212 | ) | (5,995 | ) |
| | (40,149 | ) | (27,028 | ) |
Net increase in shares outstanding: | | | | | |
Initial Class | | 11,665 | | 2,550 | |
Service Class | | 22,160 | | 9,098 | |
| | 33,825 | | 11,648 | |
The notes to the financial statements are an integral part of this report.
6
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of period | | $ | 11.49 | | $ | 11.54 | | $ | 11.43 | | $ | 12.04 | | $ | 11.16 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.46 | | 0.42 | | 0.41 | | 0.47 | | 0.24 | |
Net realized and unrealized gain (loss) | | (2.75 | ) | 0.29 | | 0.62 | | 0.12 | | 0.82 | |
Total operations | | (2.29 | ) | 0.71 | | 1.03 | | 0.59 | | 1.06 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.31 | ) | (0.34 | ) | (0.38 | ) | (0.32 | ) | (0.03 | ) |
From net realized gains | | (0.60 | ) | (0.42 | ) | (0.54 | ) | (0.88 | ) | (0.15 | ) |
Total distributions | | (0.91 | ) | (0.76 | ) | (0.92 | ) | (1.20 | ) | (0.18 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.29 | | $ | 11.49 | | $ | 11.54 | | $ | 11.43 | | $ | 12.04 | |
| | | | | | | | | | | |
Total Return(b) | | (21.18 | )% | 6.38 | % | 9.45 | % | 5.18 | % | 9.71 | % |
| | | | | | | | | | | |
Net Assets End of Year (000’s) | | $ | 497,129 | | $ | 554,977 | | $ | 527,618 | | $ | 516,376 | | $ | 511,683 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets(c) | | 0.14 | % | 0.13 | % | 0.13 | % | 0.14 | % | 0.14 | % |
Net investment income, to average net assets(d) | | 4.47 | % | 3.60 | % | 3.54 | % | 4.01 | % | 2.10 | % |
Portfolio turnover rate | | 25 | % | 43 | % | 18 | % | 40 | % | 53 | % |
For a share outstanding throughout each period
| | Service Class Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of period | | $ | 11.44 | | $ | 11.50 | | $ | 11.41 | | $ | 12.03 | | $ | 11.15 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.48 | | 0.40 | | 0.40 | | 0.47 | | 0.25 | |
Net realized and unrealized gain (loss) | | (2.79 | ) | 0.28 | | 0.60 | | 0.10 | | 0.79 | |
Total operations | | (2.31 | ) | 0.68 | | 1.00 | | 0.57 | | 1.04 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.29 | ) | (0.32 | ) | (0.37 | ) | (0.31 | ) | (0.01 | ) |
From net realized gains | | (0.60 | ) | (0.42 | ) | (0.54 | ) | (0.88 | ) | (0.15 | ) |
Total distributions | | (0.89 | ) | (0.74 | ) | (0.91 | ) | (1.19 | ) | (0.16 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.24 | | $ | 11.44 | | $ | 11.50 | | $ | 11.41 | | $ | 12.03 | |
| | | | | | | | | | | |
Total Return(b) | | (21.40 | )% | 6.15 | % | 9.14 | % | 5.01 | % | 9.45 | % |
| | | | | | | | | | | |
Net Assets End of Year (000’s) | | $ | 465,802 | | $ | 392,969 | | $ | 290,272 | | $ | 172,601 | | $ | 84,490 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets(c) | | 0.39 | % | 0.38 | % | 0.38 | % | 0.39 | % | 0.39 | % |
Net investment income, to average net assets(d) | | 4.69 | % | 3.48 | % | 3.44 | % | 4.03 | % | 2.19 | % |
Portfolio turnover rate | | 25 | % | 43 | % | 18 | % | 40 | % | 53 | % |
(a) | Calculation is based on average number of shares outstanding. |
| |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
| |
(c) | Does not include expenses of the investment companies in which the Fund invests. |
| |
(d) | Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests. |
The notes to the financial statements are an integral part of this report.
7
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Asset Allocation - Conservative Portfolio also changed its name to Transamerica Asset Allocation - Conservative VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: Investment company securities are valued at the net asset value of the underlying portfolio.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities.
For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date. Dividends and net realized gain (loss) from investment securities for the Fund are from investments in shares of affiliated investment companies.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date. Dividends and net realized gain (loss) from investment securities for the Fund are from investments in shares of affiliated investment companies.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
Transamerica Asset Management, Inc. (“TAM”) is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TFS and TCI are affiliates of AEGON, NV, a Netherlands corporation.
TAM has entered into an agreement with Morningstar Associates, LLC (“Morningstar”) to provide investment services to the Fund. TAM compensates Morningstar as described in the Prospectus.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
8
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. — (continued)
Because the underlying funds have varied expense and fee levels and the Fund may own different proportions of underlying funds at different times, the amount of fees and expenses incurred indirectly by the Fund will vary.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following rate:
0.10% of average daily net assets
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.25% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.0125% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $40 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 621,913 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 268,813 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 28,363 | |
Long-term Capital Gain | | 32,486 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 33,969 | |
Long-term Capital Gain | | 63,341 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 50,248 | |
Undistributed Long-term Capital Gain | | $ | 19,305 | |
Capital Loss Carryforward | | $ | — | |
Post October Capital Loss Deferral | | $ | — | |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (290,748 | ) |
Other temporary differences | | $ | (34,635 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
10
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Asset Allocation - Conservative VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Asset Allocation - Conservative VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the transfer agent, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
11
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $63,341 for the year ended December 31, 2008.
12
Transamerica Asset Allocation - Growth VP
(unaudited)
MARKET ENVIRONMENT
2008 was one of the most difficult periods in history for financial markets. The housing-market decline and collapse in sub-prime mortgage bonds worsened as the year progressed. Financial institutions recorded massive write-downs of mortgage-related securities, requiring them to raise replacement capital to meet reserve requirements. The U.S. government took a number of steps intended to rescue the system. The Treasury Department persuaded Bear Stearns to sell itself to JPMorgan Chase. The Federal Reserve Board (“Fed”) opened up its short-term lending facilities to investment banks in an effort to alleviate the capital shortage. Federal regulators seized control of Fannie Mae and Freddie Mac and took a controlling stake in insurance giant American International Group, Inc. (“AIG”). Along with other market-greasing initiatives, the Treasury announced a $700 billion plan to buy troubled mortgage securities from financial institutions. Lehman Brothers filed for bankruptcy, Washington Mutual was acquired by JP Morgan Chase, and Merrill Lynch sold itself to Bank of America. Goldman Sachs and Morgan Stanley—by then the only remaining major stand-alone investment banks—petitioned the government to convert to chartered banks. The government also brokered Wachovia’s sale to Wells Fargo. On top of these activities, the Fed lowered its federal-funds rate seven times during the year, ultimately to a target range of between 0.00% and 0.25%. Other governments around the world also lowered rates and bailed out financial institutions in their own countries.
In the fixed-income markets, only the highest-quality bonds—Treasuries and other U.S. and foreign government issues—managed to post gains. With credit fears rampant, bonds with even a little credit exposure lost value. Even investment-grade corporate bonds lost 4.94% as measured by the Barclays Capital U.S. Corporate Investment Grade Index. High-yield bonds lost more than five times as much, and emerging-markets debt notched sizable losses. The only safe asset classes were government-sponsored bonds and cash. Yet not even all government bonds were safe: Treasury Inflation Protected Securities (“TIPS”) lost 2.35% as gauged by the Barclays Capital U.S. TIPS Index.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Asset Allocation-Growth VP Initial Class returned (39.63%). By comparison its benchmark, the Dow Jones Wilshire 5000 Total Market Index (“DJ Wilshire 5000”), returned (37.33%).
STRATEGY REVIEW
This fund-of-funds portfolio is structured to provide broadly diversified coverage of domestic and international equity markets, across a range of market capitalizations and investment styles. It also includes emerging markets, global real estate, and absolute-return strategies. The goal is to provide investors one-stop coverage of the equity markets; the portfolio is thus more broadly diversified than most equity indices or mutual funds, including exposure to some higher-beta asset classes that can somewhat exaggerate the effect of market moves on the portfolio’s returns.
We consider the managers of our underlying funds to be top-notch within their specialties, but against the backdrop of largely indiscriminant market losses in 2008, most of our fund holdings ended well in the red. We can point to some of the higher-beta areas as being the most negative contributors. For example, foreign stocks fell further than U.S. stocks in 2008, and our international funds were among the biggest decliners; four of the five international stock funds that were in the portfolio for the full year were down more than 40%. The portfolio’s worst performer was Transamerica AllianceBernstein International Value, which fell significantly and the second worst was Transamerica Oppenheimer Developing Markets. Several of the smaller-cap funds and the technology and real-estate sector funds were also hit hard. The best -performing stock funds in the portfolio were Transamerica JPMorgan Mid Cap Value and Transamerica Evergreen Health Care. But even those funds fell by more than 30%.
The brightest areas of the portfolio were the four absolute-return funds. All lost significantly less than the DJ Wilshire 5000’s 37.33% loss. The worst return among them was Transamerica Blackrock Global Allocation’s loss. Transamerica UBS Dynamic Alpha also fell almost 19%, Transamerica Federated Market Opportunity VP was down only 4.53%, and Transamerica BNY Mellon Market Neutral managed a slight gain.
During the period we added five new underlying funds. Four were in the international sleeve: Transamerica Thornburg International Value, Transamerica MFS International Equity, Transamerica Schroders International Small Cap and Transamerica WMC Emerging Markets. We also began a position in Transamerica Federated Market Opportunity during the year, bringing the number of absolute-return funds to four. We eliminated our position in Transamerica Small/Mid Cap Value after its longtime manager departed in the fall.
Michael Stout, CFA
Jon Hale, Ph.D., CFA
Jeff McConnell, CFA
Maciej Kowara, Ph.D., CFA
Co-Portfolio Managers
Morningstar Associates, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
| | | | | | | | | |
Initial Class | | (39.63 | )% | (0.73 | )% | 0.44 | % | 5/1/02 | |
DJ Wilshire 5000* | | (37.33 | )% | (1.67 | )% | (0.04 | )% | 5/1/02 | |
Service Class | | (39.75 | )% | (0.98 | )% | 3.28 | % | 5/1/03 | |
NOTES
* The Dow Jones Wilshire 5000 Total Market (DJ Wilshire 5000) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. The From Inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance; future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost.
Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
The expenses shown in the table do not reflect any expenses from the Fund’s investment in other affiliated investment companies.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 676.91 | | 0.14 | % | $ | 0.59 | |
Hypothetical (b) | | 1,000.00 | | 1,024.43 | | 0.14 | | 0.71 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 676.15 | | 0.39 | | 1.64 | |
Hypothetical (b) | | 1,000.00 | | 1,023.18 | | 0.39 | | 1.98 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Asset Type
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by asset type of the aggregate portfolio holdings of the underlying affiliated investment companies in which the Fund invests. The security lending collateral in the underlying funds is excluded from this calculation.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
INVESTMENT COMPANIES (100.0%) | | | | | |
Capital Preservation (0.9%) | | | | | |
Transamerica Money Market VP ¹ | | 7,289,908 | | $ | 7,290 | |
Global/International Stocks (16.7%) | | | | | |
Transamerica AllianceBernstein International Value € | | 1,814,748 | | 11,324 | |
Transamerica Evergreen International Small Cap € | | 4,521,686 | | 38,299 | |
Transamerica Marsico International Growth € | | 3,888,047 | | 25,544 | |
Transamerica MFS International Equity € | | 122,673 | | 811 | |
Transamerica Neuberger Berman International € | | 4,484,169 | | 26,546 | |
Transamerica Oppenheimer Developing Markets € | | 5,214,114 | | 31,806 | |
Transamerica Schroders International Small Cap € | | 304,356 | | 1,762 | |
Transamerica Thornburg International Value € | | 101,589 | | 789 | |
Transamerica WMC Emerging Markets € ‡ | | 200,000 | | 1,548 | |
Tactical and Specialty (15.3%) | | | | | |
Transamerica BlackRock Global Allocation € | | 3,723,242 | | 31,834 | |
Transamerica BlackRock Natural Resources € | | 1,245,107 | | 8,840 | |
Transamerica BNY Mellon Market Neutral Strategy € | | 1,298,401 | | 12,101 | |
Transamerica Clarion Global Real Estate Securities VP ¹ | | 5,076,915 | | 39,803 | |
Transamerica Evergreen Health Care € | | 1,713,547 | | 15,028 | |
Transamerica Federated Market Opportunity VP ¹ | | 96,390 | | 1,289 | |
Transamerica Science & Technology VP ¹ | | 1,197,587 | | 3,126 | |
Transamerica UBS Dynamic Alpha € | | 2,726,060 | | 14,366 | |
U.S. Stocks (67.1%) | | | | | |
Transamerica American Century Large Company Value VP ¹ | | 9,602,975 | | 63,764 | |
Transamerica Bjurman, Barry Micro Emerging Growth € ‡ | | 841,873 | | 5,026 | |
Transamerica BlackRock Large Cap Value VP ¹ | | 9,673,328 | | 107,277 | |
Transamerica Capital Guardian Value VP ¹ | | 1,358,565 | | 12,852 | |
Transamerica Equity VP ¹ | | 4,309,902 | | 64,562 | |
Transamerica Growth Opportunity VP ¹ | | 1,748,114 | | 13,530 | |
Transamerica Jennison Growth VP ¹ | | 7,171,151 | | 35,856 | |
Transamerica JPMorgan Mid Cap Value VP ¹ | | 3,525,523 | | 32,611 | |
Transamerica Marsico Growth VP ¹ | | 8,802,931 | | 64,966 | |
Transamerica Munder Net50 VP ¹ | | 2,156,384 | | 10,782 | |
Transamerica Oppenheimer Small- & Mid-Cap Value € | | 3,758,993 | | 21,877 | |
Transamerica T. Rowe Price Equity Income VP ¹ | | 4,581 | | 38 | |
Transamerica T. Rowe Price Growth Stock VP ¹ | | 1,849,032 | | 25,517 | |
Transamerica Third Avenue Value € ‡ | | 2,095,574 | | 32,041 | |
Transamerica UBS Large Cap Value € | | 7,962,042 | | 58,362 | |
Transamerica Van Kampen Mid-Cap Growth € | | 223,778 | | 1,484 | |
Transamerica Van Kampen Small Company Growth ��� | | 1,053,708 | | 7,176 | |
Total Investment Securities (cost $1,331,420) # | | | | $ | 829,827 | |
NOTES TO SCHEDULE OF INVESTMENTS:
¹ | The Fund invests its assets in the Initial Class shares of Transamerica Series Trust. |
€ | The Fund invests its assets in the Class I shares of Transamerica Funds. |
‡ | Non-income producing security. |
# | Aggregate cost for federal income tax purposes is $1,334,974. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $93 and $505,240, respectively. Net unrealized depreciation for tax purposes is $505,147. |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | — | | $ | 829,827 | | $ | — | | $ | 829,827 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
4
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment in affiliated investment companies at value (cost: $1,331,420) | | $ | 829,827 | |
Receivables: | | | |
Shares sold | | 581 | |
Dividends | | 7 | |
| | 830,415 | |
Liabilities: | | | |
Investment securities purchased | | 420 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 163 | |
Management and advisory fees | | 72 | |
Distribution and service fees | | 37 | |
Transfer agent fees | | 1 | |
Administration fees | | 9 | |
Other | | 74 | |
| | 776 | |
Net Assets | | $ | 829,639 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 1,265 | |
Additional paid-in capital | | 1,329,474 | |
Undistributed net investment income | | 23,335 | |
Accumulated net realized loss from investment in affiliated investment companies | | (22,842 | ) |
Net unrealized depreciation on investment in affiliated investment companies | | (501,593 | ) |
Net Assets | | $ | 829,639 | |
Net Assets by Class: | | | |
Initial Class | | $ | 658,400 | |
Service Class | | 171,239 | |
Shares Outstanding: | | | |
Initial Class | | 100,251 | |
Service Class | | 26,279 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 6.57 | |
Service Class | | 6.52 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends from affiliated investment companies | | $ | 25,824 | |
| | | | |
Expenses: | | | |
Management and advisory fees | | 1,269 | |
Printing and shareholder reports | | 117 | |
Custody fees | | 42 | |
Administration fees | | 159 | |
Legal fees | | 53 | |
Audit fees | | 21 | |
Trustees fees | | 38 | |
Transfer agent fees | | 21 | |
Registration fees | | 3 | |
Distribution and service fees: | | | |
Service Class | | 748 | |
Other | | 18 | |
Total expenses | | 2,489 | |
| | | |
Net Investment Income | | 23,335 | |
| | | |
Net Realized Gain from: | | | |
Investment in affiliated investment companies | | (58,160 | ) |
Distributions from investment in affiliated investment companies | | 79,564 | |
| | 21,404 | |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment in affiliated investment companies | | (647,815 | ) |
Net Realized and Unrealized Loss on Investment in Affiliated Investment Companies | | (626,411 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (603,076 | ) |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 23,335 | | $ | 32,692 | |
Net realized gain from investment in affiliated investment companies | | 21,404 | | 183,388 | |
Change in net unrealized depreciation on investment in affiliated investment companies | | (647,815 | ) | (98,013 | ) |
Net increase (decrease) in net assets resulting from operations | | (603,076 | ) | 118,067 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (25,722 | ) | (28,439 | ) |
Service Class | | (6,971 | ) | (8,096 | ) |
| | (32,693 | ) | (36,535 | ) |
From net realized gains: | | | | | |
Initial Class | | (173,942 | ) | (48,639 | ) |
Service Class | | (53,645 | ) | (15,016 | ) |
| | (227,587 | ) | (63,655 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 77,411 | | 181,969 | |
Service Class | | 42,476 | | 98,688 | |
| | 119,887 | | 280,657 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 199,664 | | 77,079 | |
Service Class | | 60,616 | | 23,112 | |
| | 260,280 | | 100,191 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (217,717 | ) | (212,569 | ) |
Service Class | | (141,313 | ) | (51,663 | ) |
| | (359,030 | ) | (264,232 | ) |
Net increase in net assets resulting from capital shares transactions | | 21,137 | | 116,616 | |
| | | | | |
Net increase (decrease) in net assets | | (842,219 | ) | 134,493 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 1,671,858 | | 1,537,365 | |
End of year | | $ | 829,639 | | $ | 1,671,858 | |
Undistributed Net Investment Income | | $ | 23,335 | | $ | 32,693 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 7,352 | | 12,885 | |
Service Class | | 4,102 | | 7,029 | |
| | 11,454 | | 19,914 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 22,210 | | 5,782 | |
Service Class | | 6,795 | | 1,745 | |
| | 29,005 | | 7,527 | |
Shares redeemed: | | | | | |
Initial Class | | (20,884 | ) | (15,044 | ) |
Service Class | | (14,694 | ) | (3,711 | ) |
| | (35,578 | ) | (18,755 | ) |
Net increase in shares outstanding: | | | | | |
Initial Class | | 8,678 | | 3,623 | |
Service Class | | (3,797 | ) | 5,063 | |
| | 4,881 | | 8,686 | |
The notes to the financial statements are an integral part of this report.
6
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of period | | $ | 13.77 | | $ | 13.63 | | $ | 12.84 | | $ | 12.06 | | $ | 10.67 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.20 | | 0.28 | | 0.37 | | 0.16 | | 0.05 | |
Net realized and unrealized gain (loss) | | (5.02 | ) | 0.75 | | 1.52 | | 1.27 | | 1.45 | |
Total operations | | (4.82 | ) | 1.03 | | 1.89 | | 1.43 | | 1.50 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.30 | ) | (0.33 | ) | (0.13 | ) | (0.06 | ) | (0.01 | ) |
From net realized gains | | (2.08 | ) | (0.56 | ) | (0.97 | ) | (0.59 | ) | (0.10 | ) |
Total distributions | | (2.38 | ) | (0.89 | ) | (1.10 | ) | (0.65 | ) | (0.11 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 6.57 | | $ | 13.77 | | $ | 13.63 | | $ | 12.84 | | $ | 12.06 | |
| | | | | | | | | | | |
Total Return(b) | | (39.63 | )% | 7.76 | % | 15.62 | % | 12.24 | % | 14.19 | % |
| | | | | | | | | | | |
Net Assets End of Year (000’s) | | $ | 658,400 | | $ | 1,260,779 | | $ | 1,198,596 | | $ | 966,677 | | $ | 759,168 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets(c) | | 0.14 | % | 0.13 | % | 0.14 | % | 0.14 | % | 0.14 | % |
Net investment income, to average net assets(d) | | 1.94 | % | 2.00 | % | 2.75 | % | 1.28 | % | 0.46 | % |
Portfolio turnover rate | | 19 | % | 26 | % | 4 | % | 41 | % | 38 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of period | | $ | 13.67 | | $ | 13.54 | | $ | 12.78 | | $ | 12.03 | | $ | 10.67 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.17 | | 0.26 | | 0.34 | | 0.13 | | 0.03 | |
Net realized and unrealized gain (loss) | | (4.97 | ) | 0.73 | | 1.50 | | 1.26 | | 1.44 | |
Total operations | | (4.80 | ) | 0.99 | | 1.84 | | 1.39 | | 1.47 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.27 | ) | (0.30 | ) | (0.11 | ) | (0.05 | ) | (0.01 | ) |
From net realized gains | | (2.08 | ) | (0.56 | ) | (0.97 | ) | (0.59 | ) | (0.10 | ) |
Total distributions | | (2.35 | ) | (0.86 | ) | (1.08 | ) | (0.64 | ) | (0.11 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 6.52 | | $ | 13.67 | | $ | 13.54 | | $ | 12.78 | | $ | 12.03 | |
| | | | | | | | | | | |
Total Return(b) | | (39.75 | )% | 7.54 | % | 15.28 | % | 11.92 | % | 13.90 | % |
| | | | | | | | | | | |
Net Assets End of Year (000’s) | | $ | 171,239 | | $ | 411,079 | | $ | 338,769 | | $ | 213,215 | | $ | 118,490 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets(c) | | 0.39 | % | 0.38 | % | 0.39 | % | 0.39 | % | 0.39 | % |
Net investment income, to average net assets(d) | | 1.51 | % | 1.86 | % | 2.54 | % | 1.06 | % | 0.29 | % |
Portfolio turnover rate | | 19 | % | 26 | % | 4 | % | 41 | % | 38 | % |
(a) | Calculation is based on average number of shares outstanding. |
| |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
| |
(c) | Does not include expenses of the investment companies in which the Fund invests. |
| |
(d) | Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests. |
The notes to the financial statements are an integral part of this report.
7
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Asset Allocation - Growth Portfolio also changed its name to Transamerica Asset Allocation - Growth VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: Investment company securities are valued at the net asset value of the underlying portfolio.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities.
For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date. Dividends and net realized gain (loss) from investment securities for the Fund are from investments in shares of affiliated investment companies.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date. Dividends and net realized gain (loss) from investment securities for the Fund are from investments in shares of affiliated investment companies.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
Transamerica Asset Management, Inc. (“TAM”) is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TFS and TCI are affiliates of AEGON, NV, a Netherlands corporation.
TAM has entered into an agreement with Morningstar Associates, LLC (“Morningstar”) to provide investment services to the Fund. TAM compensates Morningstar as described in the Prospectus.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
8
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. – (continued)
Because the underlying funds have varied expense and fee levels and the Fund may own different proportions of underlying funds at different times, the amount of fees and expenses incurred indirectly by the Fund will vary.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following rate:
0.10% of average daily net assets
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.25% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.0125% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $34 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $2.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 243,167 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 379,598 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 36,774 | |
Long-term Capital Gain | | 63,416 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 35,639 | |
Long-term Capital Gain | | 224,641 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 23,335 | |
Undistributed Long-term Capital Gain | | $ | 72,601 | |
Capital Loss Carryforward | | $ | — | |
Post October Capital Loss Deferral | | $ | — | |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (505,147 | ) |
Other temporary differences | | $ | (91,889 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
10
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Asset Allocation - Growth VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Asset Allocation - Growth VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the transfer agent, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
11
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $224,641 for the year ended December 31, 2008.
12
Transamerica Asset Allocation - Moderate VP
(unaudited)
MARKET ENVIRONMENT
2008 was one of the most difficult periods in history for financial markets. The housing-market decline and collapse in sub-prime mortgage bonds worsened as the year progressed. Financial institutions recorded massive write-downs of mortgage-related securities, requiring them to raise replacement capital to meet reserve requirements. The U.S. government took a number of steps intended to rescue the system. The Treasury Department persuaded Bear Stearns to sell itself to JPMorgan Chase. The Federal Reserve Board (“Fed”) opened up its short-term lending facilities to investment banks in an effort to alleviate the capital shortage. Federal regulators seized control of Fannie Mae and Freddie Mac and took a controlling stake in insurance giant American International Group, Inc. (“AIG”). Along with other market-greasing initiatives, the Treasury announced a $700 billion plan to buy troubled mortgage securities from financial institutions. Lehman Brothers filed for bankruptcy, Washington Mutual was acquired by JPMorgan Chase, and Merrill Lynch sold itself to Bank of America. Goldman Sachs and Morgan Stanley—by then the only remaining major stand-alone investment banks—petitioned the government to convert to chartered banks. The government also brokered Wachovia’s sale to Wells Fargo. On top of these activities, the Fed lowered its federal-funds rate seven times during the year, ultimately to a target range of between 0.00% and 0.25%. Other governments around the world also lowered rates and bailed out financial institutions in their own countries.
In the fixed-income markets, only the highest-quality bonds—Treasuries and other U.S. and foreign government issues—managed to post gains. With credit fears rampant, bonds with even a little credit exposure lost value. Even investment-grade corporate bonds lost 4.94% as measured by the Barclays Capital U.S. Corporate Investment Grade Index. High-yield bonds lost more than five times as much, and emerging-markets debt notched sizable losses. The only safe asset classes were government-sponsored bonds and cash. Yet not even all government bonds were safe: Treasury Inflation Protected Securities (“TIPS”) lost 2.35% as gauged by the Barclays Capital U.S. TIPS Index.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Asset Allocation - Moderate VP Initial Class returned (25.96%). By comparison its primary and secondary benchmarks, Dow Jones Wilshire 5000 Total Market Index and Barclays Capital (formerly Lehman Brothers) Aggregate U.S. Bond Index, returned (37.33%) and 5.24%, respectively.
STRATEGY REVIEW
This fund-of-funds portfolio is structured to provide a mix of approximately 50% equity and 50% fixed-income securities (including cash). Its equity exposure is intended to provide broadly diversified coverage of domestic and international equity markets, across a range of market capitalizations and investment styles. The fixed-income portion covers investment-grade and credit-sensitive holdings, as well as international bonds. The portfolio also includes emerging markets, global real estate, and alternative strategies. The goal is to provide investors one-stop coverage of the financial markets, and the portfolio is more broadly diversified than most market indices or traditional balanced funds.
We consider the managers of our underlying funds to be top-notch within their specialties, but against the backdrop of largely indiscriminant market losses in 2008, most of our fund holdings ended well in the red. We can point to some of the higher-beta asset classes as being the most negative contributors. For example, the international funds were among the biggest decliners; four of the five international stock funds that were in the portfolio for the full year were down more than 40%. Several of the smaller-cap funds and the technology and real-estate sector funds were also hit hard. But all of the equity funds fell by more than 30%.
The bond portfolio, meanwhile, was hindered in its normal role of offsetting equity portfolio losses. The root cause of this past year’s market decline has been the credit crisis, and as noted, in that environment bonds with any credit sensitivity at all have suffered losses. Normally a predominantly investment-grade bond portfolio (such as ours) would tend to rise in value in times of stock-market volatility, but in this period only government bonds managed to avoid losses. Our portfolio owns government bonds, but also investment-grade corporate bonds, high-yield bonds, convertibles, and emerging-markets debt, all of which fell in the period. In addition, Transamerica Loomis Sayles Bond notched one of its rare lagging years. Nevertheless, the best performances in the portfolio were from the bond funds, including a positive return from Transamerica JPMorgan International Bond.
During the period we added four new underlying funds. Four were in the international sleeve: Transamerica Thornburg International Value, Transamerica MFS International Equity, Transamerica Schroders International Small Cap and Transamerica WMC Emerging Markets. We eliminated Transamerica Small/Mid Cap Value after its longtime manager departed in the fall. We also eliminated a small position in Transamerica T. Rowe Price Small Cap VP because we didn’t need it to achieve our small-cap targets and had higher confidence in our other small-cap funds.
Michael Stout, CFA
Jon Hale, Ph.D., CFA
Jeff McConnell, CFA
Maciej Kowara, Ph.D., CFA
Co-Portfolio Managers
Morningstar Associates, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
Initial Class | | (25.96 | )% | 1.29 | % | 2.42 | % | 5/1/02 | |
DJ Wilshire 5000* | | (37.33 | )% | (1.67 | )% | (0.04 | )% | 5/1/02 | |
Barclays Capital Aggregate U.S. Bond Index* | | 5.24 | % | 4.65 | % | 5.31 | % | 5/1/02 | |
Service Class | | (26.19 | )% | 1.03 | % | 4.09 | % | 5/1/03 | |
NOTES
*The Dow Jones Wilshire 5000 Total Market Index (DJ Wilshire 5000) and the Barclays Capital Aggregate U.S Bond Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. The From Inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance; future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
The expenses shown in the table do not reflect any expenses from the Fund’s investment in other affiliated investment companies.
| | Beginning | | Ending | | Annualized | | Expenses | |
| | Account | | Account | | Expense | | Paid During | |
| | Value | | Value | | Ratio | | Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 788.65 | | 0.13 | % | $ | 0.58 | |
Hypothetical (b) | | 1,000.00 | | 1,024.48 | | 0.13 | | 0.66 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 787.79 | | 0.38 | | 1.71 | |
Hypothetical (b) | | 1,000.00 | | 1,023.23 | | 0.38 | | 1.93 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Asset Type
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by asset type of the aggregate portfolio holdings of the underlying affiliated investment companies in which the Fund invests. The security lending collateral in the underlying funds is excluded from this calculation.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
INVESTMENT COMPANIES (100.0%) | | | | | |
Bonds (40.5%) | | | | | |
Transamerica Convertible Securities VP ¹ | | 7,469,383 | | $ | 46,385 | |
Transamerica Flexible Income € | | 3,493,253 | | 24,173 | |
Transamerica High Yield Bond € | | 11,512,431 | | 70,111 | |
Transamerica JPMorgan International Bond € | | 14,580,948 | | 160,390 | |
Transamerica MFS High Yield VP ¹ | | 11,605,867 | | 68,126 | |
Transamerica PIMCO Total Return VP ¹ | | 29,489,532 | | 314,358 | |
Transamerica Short-Term Bond € | | 11,027,017 | | 101,669 | |
Transamerica Van Kampen Emerging Markets Debt € | | 9,941,167 | | 83,208 | |
Capital Preservation (0.8%) | | | | | |
Transamerica Money Market VP ¹ | | 17,291,355 | | 17,291 | |
Global/International Stocks (8.5%) | | | | | |
Transamerica AllianceBernstein International Value € | | 3,156,642 | | 19,697 | |
Transamerica Evergreen International Small Cap € | | 3,092,477 | | 26,193 | |
Transamerica Marsico International Growth € | | 3,939,242 | | 25,881 | |
Transamerica MFS International Equity € | | 2,102,818 | | 13,900 | |
Transamerica Neuberger Berman International € | | 3,704,277 | | 21,929 | |
Transamerica Oppenheimer Developing Markets € | | 5,224,748 | | 31,871 | |
Transamerica Schroders International Small Cap € | | 3,129,364 | | 18,119 | |
Transamerica Thornburg International Value € | | 1,752,986 | | 13,621 | |
Transamerica WMC Emerging Markets € ‡ | | 1,853,311 | | 14,345 | |
Inflation-Protected Securities (6.4%) | | | | | |
Transamerica PIMCO Real Return TIPS € | | 14,418,788 | | 138,420 | |
Tactical and Specialty (13.9%) | | | | | |
Transamerica BlackRock Global Allocation € | | 3,292,521 | | 28,151 | |
Transamerica Clarion Global Real Estate Securities VP ¹ | | 5,942,043 | | 46,586 | |
Transamerica Evergreen Health Care € | | 2,627,808 | | 23,046 | |
Transamerica Federated Market Opportunity VP ¹ | | 3,798,192 | | 50,782 | |
Transamerica Loomis Sayles Bond € | | 18,289,294 | | 137,536 | |
Transamerica Science & Technology VP ¹ | | 3,918,235 | | 10,227 | |
U.S. Stocks (29.9%) | | | | | |
Transamerica American Century Large Company Value VP ¹ | | 11,155,491 | | 74,073 | |
Transamerica Bjurman, Barry Micro Emerging Growth € ‡ | | 1,201,805 | | 7,175 | |
Transamerica BlackRock Large Cap Value VP ¹ | | 10,992,376 | | 121,905 | |
Transamerica Capital Guardian Value VP ¹ | | 2,229,143 | | 21,088 | |
Transamerica Equity VP ¹ | | 5,262,699 | | 78,835 | |
Transamerica Growth Opportunity VP ¹ | | 2,119,629 | | 16,406 | |
Transamerica Jennison Growth VP ¹ | | 5,787,974 | | 28,940 | |
Transamerica JPMorgan Mid Cap Value VP ¹ | | 2,333,216 | | 21,582 | |
Transamerica Marsico Growth VP ¹ | | 11,177,448 | | 82,490 | |
Transamerica Munder Net50 VP ¹ | | 1,617,440 | | 8,087 | |
Transamerica Oppenheimer Small- & Mid-Cap Value € | | 4,097,061 | | 23,845 | |
Transamerica T. Rowe Price Equity Income VP ¹ | | 67,881 | | 565 | |
Transamerica T. Rowe Price Growth Stock VP ¹ | | 2,489,228 | | 34,351 | |
Transamerica Third Avenue Value € ‡ | | 2,943,312 | | 45,003 | |
Transamerica UBS Large Cap Value € | | 9,454,435 | | 69,301 | |
Transamerica Van Kampen Mid-Cap Growth € | | 744,495 | | 4,936 | |
Transamerica Van Kampen Small Company Growth € | | 487,921 | | 3,323 | |
Total Investment Securities (cost $2,875,675) # | | | | $ | 2,147,920 | |
NOTES TO SCHEDULE OF INVESTMENTS:
¹ | | The Fund invests its assets in the Initial Class shares of Transamerica Series Trust |
€ | | The Fund invests its assets in the Class I shares of Transamerica Funds. |
‡ | | Non-income producing security. |
# | | Aggregate cost for federal income tax purposes is $2,881,100. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $3,344 and $736,524, respectively. Net unrealized depreciation for tax purposes is $733,180. |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | — | | $ | 2,147,920 | | $ | — | | $ | 2,147,920 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
4
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment in affiliated investment companies at value (cost: $2,875,675) | | $ | 2,147,920 | |
Receivables: | | | |
Investment securities sold | | 1,027 | |
Shares sold | | 169 | |
Dividends | | 24 | |
| | 2,149,140 | |
Liabilities: | | | |
Investment securities purchased | | 19 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 1,192 | |
Management and advisory fees | | 185 | |
Distribution and service fees | | 256 | |
Transfer agent fees | | 4 | |
Administration fees | | 23 | |
Other | | 92 | |
| | 1,771 | |
Net Assets | | $ | 2,147,369 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 2,579 | |
Additional paid-in capital | | 2,774,619 | |
Undistributed net investment income | | 105,318 | |
Accumulated net realized loss from investment in affiliated investment companies | | (7,392 | ) |
Net unrealized depreciation on investment in affiliated investment companies | | (727,755 | ) |
Net Assets | | $ | 2,147,369 | |
Net Assets by Class: | | | |
Initial Class | | $ | 957,157 | |
Service Class | | 1,190,212 | |
Shares Outstanding: | | | |
Initial Class | | 114,547 | |
Service Class | | 143,378 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 8.36 | |
Service Class | | 8.30 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends from affiliated investment companies | | $ | 112,401 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 2,695 | |
Printing and shareholder reports | | 180 | |
Custody fees | | 80 | |
Administration fees | | 337 | |
Legal fees | | 111 | |
Audit fees | | 22 | |
Trustees fees | | 78 | |
Transfer agent fees | | 50 | |
Registration fees | | 8 | |
Distribution and service fees: | | | |
Service Class | | 3,486 | |
Other | | 36 | |
Total expenses | | 7,083 | |
Net Investment Income | | 105,318 | |
| | | |
Net Realized Gain from: | | | |
Investment in affiliated investment companies | | (46,158 | ) |
Distributions from investment in affiliated investment companies | | 97,316 | |
| | 51,158 | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment in affiliated investment companies | | (959,262 | ) |
Net Realized and Unrealized Loss on Investment in Affiliated Investment Companies | | (908,104 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (802,786 | ) |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, | | December 31, | |
| | 2008 | | 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 105,318 | | $ | 86,810 | |
Net realized gain from investment in affiliated investment companies | | 51,158 | | 202,752 | |
Change in net unrealized depreciation on investment in affiliated investment companies | | (959,262 | ) | (79,857 | ) |
Net increase (decrease) in net assets resulting from operations | | (802,786 | ) | 209,705 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (41,656 | ) | (46,088 | ) |
Service Class | | (45,153 | ) | (36,543 | ) |
| | (86,809 | ) | (82,631 | ) |
From net realized gains: | | | | | |
Initial Class | | (120,922 | ) | (40,327 | ) |
Service Class | | (140,168 | ) | (33,758 | ) |
| | (261,090 | ) | (74,085 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 175,976 | | 146,040 | |
Service Class | | 419,532 | | 412,278 | |
| | 595,508 | | 558,318 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 162,578 | | 86,414 | |
Service Class | | 185,321 | | 70,301 | |
| | 347,899 | | 156,715 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (390,424 | ) | (306,998 | ) |
Service Class | | (258,606 | ) | (91,790 | ) |
| | (649,030 | ) | (398,788 | ) |
Net increase in net assets resulting from capital shares transactions | | 294,377 | | 316,245 | |
| | | | | |
Net increase (decrease) in net assets | | (856,308 | ) | 369,234 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 3,003,677 | | 2,634,443 | |
End of year | | $ | 2,147,369 | | $ | 3,003,677 | |
Undistributed Net Investment Income | | $ | 105,318 | | $ | 86,809 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 15,478 | | 11,211 | |
Service Class | | 37,980 | | 31,880 | |
| | 53,458 | | 43,091 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 15,955 | | 6,986 | |
Service Class | | 18,294 | | 5,706 | |
| | 34,249 | | 12,692 | |
Shares redeemed: | | | | | |
Initial Class | | (37,128 | ) | (23,671 | ) |
Service Class | | (26,144 | ) | (7,111 | ) |
| | (63,272 | ) | (30,782 | ) |
Net increase in shares outstanding: | | | | | |
Initial Class | | (5,695 | ) | (5,474 | ) |
Service Class | | 30,130 | | 30,475 | |
| | 24,435 | | 25,001 | |
The notes to the financial statements are an integral part of this report.
6
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of period | | $ | 12.90 | | $ | 12.66 | | $ | 12.24 | | $ | 12.10 | | $ | 10.99 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.50 | | 0.40 | | 0.44 | | 0.40 | | 0.18 | |
Net realized and unrealized gain (loss) | | (3.59 | ) | 0.57 | | 0.89 | | 0.46 | | 1.06 | |
Total operations | | (3.09 | ) | 0.97 | | 1.33 | | 0.86 | | 1.24 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.37 | ) | (0.39 | ) | (0.33 | ) | (0.22 | ) | (0.03 | ) |
From net realized gains | | (1.08 | ) | (0.34 | ) | (0.58 | ) | (0.50 | ) | (0.10 | ) |
Total distributions | | (1.45 | ) | (0.73 | ) | (0.91 | ) | (0.72 | ) | (0.13 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.36 | | $ | 12.90 | | $ | 12.66 | | $ | 12.24 | | $ | 12.10 | |
| | | | | | | | | | | |
Total Return(b) | | (25.96 | )% | 7.95 | % | 11.48 | % | 7.44 | % | 11.39 | % |
| | | | | | | | | | | |
Net Assets End of Year (000’s) | | $ | 957,157 | | $ | 1,550,984 | | $ | 1,591,304 | | $ | 1,509,579 | | $ | 1,405,218 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets(c) | | 0.13 | % | 0.13 | % | 0.13 | % | 0.14 | % | 0.13 | % |
Net investment income, to average net assets(d) | | 4.50 | % | 3.10 | % | 3.53 | % | 3.36 | % | 1.61 | % |
Portfolio turnover rate | | 23 | % | 20 | % | 3 | % | 24 | % | 30 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of period | | $ | 12.83 | | $ | 12.60 | | $ | 12.20 | | $ | 12.09 | | $ | 10.98 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.37 | | 0.39 | | 0.43 | | 0.41 | | 0.18 | |
Net realized and unrealized gain (loss) | | (3.47 | ) | 0.55 | | 0.87 | | 0.42 | | 1.03 | |
Total operations | | (3.10 | ) | 0.94 | | 1.30 | | 0.83 | | 1.21 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.35 | ) | (0.37 | ) | (0.32 | ) | (0.22 | ) | — | (e) |
From net realized gains | | (1.08 | ) | (0.34 | ) | (0.58 | ) | (0.50 | ) | (0.10 | ) |
Total distributions | | (1.43 | ) | (0.71 | ) | (0.90 | ) | (0.72 | ) | (0.10 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.30 | | $ | 12.83 | | $ | 12.60 | | $ | 12.20 | | $ | 12.09 | |
| | | | | | | | | | | |
Total Return(b) | | (26.19 | )% | 7.73 | % | 11.21 | % | 7.13 | % | 11.13 | % |
| | | | | | | | | | | |
Net Assets End of Year (000’s) | | $ | 1,190,212 | | $ | 1,452,693 | | $ | 1,043,139 | | $ | 605,462 | | $ | 227,221 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets(c) | | 0.38 | % | 0.38 | % | 0.38 | % | 0.39 | % | 0.39 | % |
Net investment income, to average net assets(d) | | 3.36 | % | 3.03 | % | 3.44 | % | 3.40 | % | 1.63 | % |
Portfolio turnover rate | | 23 | % | 20 | % | 3 | % | 24 | % | 30 | % |
(a) | Calculation is based on average number of shares outstanding. |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
(c) | Does not include expenses of the investment companies in which the Fund invests. |
(d) | Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests. |
(e) | Rounds to less than $(.01) per share. |
The notes to the financial statements are an integral part of this report.
7
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Asset Allocation - Moderate Portfolio also changed its name to Transamerica Asset Allocation - Moderate VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: Investment company securities are valued at the net asset value of the underlying portfolio.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities.
For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date. Dividends and net realized gain (loss) from investment securities for the Fund are from investments in shares of affiliated investment companies.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date. Dividends and net realized gain (loss) from investment securities for the Fund are from investments in shares of affiliated investment companies.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
Transamerica Asset Management, Inc. (“TAM”) is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TFS and TCI are affiliates of AEGON, NV, a Netherlands corporation.
TAM has entered into an agreement with Morningstar Associates, LLC (“Morningstar”) to provide investment services to the Fund. TAM compensates Morningstar as described in the Prospectus.
8
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. — (continued)
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Because the underlying funds have varied expense and fee levels and the Fund may own different proportions of underlying
funds at different times, the amount of fees and expenses incurred indirectly by the Fund will vary.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following rate:
0.10% of average daily net assets
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.25% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.0125% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $88 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $4.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 771,719 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 622,801 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 82,662 | |
Long-term Capital Gain | | 74,054 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 90,505 | |
Long-term Capital Gain | | 257,394 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 105,319 | |
Undistributed Long-term Capital Gain | | $ | 95,255 | |
Capital Loss Carryforward | | $ | — | |
Post October Capital Loss Deferral | | $ | — | |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (733,180 | ) |
Other temporary differences | | $ | (97,223 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
10
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Asset Allocation - Moderate VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Asset Allocation - Moderate VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the transfer agent, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
11
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $257,394 for the year ended December 31, 2008.
12
Transamerica Asset Allocation - Moderate Growth VP
(unaudited)
MARKET ENVIRONMENT
2008 was one of the most difficult periods in history for financial markets. The housing-market decline and collapse in sub-prime mortgage bonds worsened as the year progressed. Financial institutions recorded massive write-downs of mortgage-related securities, requiring them to raise replacement capital to meet reserve requirements. The U.S. government took a number of steps intended to rescue the system. The Treasury Department persuaded Bear Stearns to sell itself to JPMorgan Chase. The Federal Reserve Board (“Fed”) opened up its short-term lending facilities to investment banks in an effort to alleviate the capital shortage. Federal regulators seized control of Fannie Mae and Freddie Mac and took a controlling stake in insurance giant American International Group, Inc. (“AIG”). Along with other market-greasing initiatives, the Treasury announced a $700 billion plan to buy troubled mortgage securities from financial institutions. Lehman Brothers filed for bankruptcy, Washington Mutual was acquired by JPMorgan Chase, and Merrill Lynch sold itself to Bank of America. Goldman Sachs and Morgan Stanley—by then the only remaining major stand-alone investment banks—petitioned the government to convert to chartered banks. The government also brokered Wachovia’s sale to Wells Fargo. On top of these activities, the Fed lowered its federal-funds rate seven times during the year, ultimately to a target range of between 0.00% and 0.25%. Other governments around the world also lowered rates and bailed out financial institutions in their own countries.
In the fixed-income markets, only the highest-quality bonds—Treasuries and other U.S. and foreign government issues—managed to post gains. With credit fears rampant, bonds with even a little credit exposure lost value. Even investment-grade corporate bonds lost 4.94% as measured by the Barclays Capital U.S. Corporate Investment Grade Index. High-yield bonds lost more than five times as much, and emerging-markets debt notched sizable losses. The only safe asset classes were government-sponsored bonds and cash. Yet not even all government bonds were safe: Treasury Inflation Protected Securities (“TIPS”) lost 2.35% as gauged by the Barclays Capital U.S. TIPS Index.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Asset Allocation-Moderate Growth VP Initial Class returned (32.76%). By comparison its primary and secondary benchmarks, Dow Jones Wilshire 5000 Total Market Index and Barclays Capital (formerly Lehman Brothers) Aggregate U.S. Bond Index, returned (37.33%) and 5.24%, respectively.
STRATEGY REVIEW
This fund-of-funds portfolio is structured to provide a mix of approximately 70% equity and 30% fixed-income securities (including cash). Its equity exposure is intended to provide broadly diversified coverage of domestic and international equity markets, across a range of market capitalizations and investment styles. The fixed-income portion covers investment-grade and credit-sensitive holdings, as well as international bonds. The portfolio also includes emerging markets, global real estate, and alternative strategies. The goal is to provide investors one-stop coverage of the financial markets, and the portfolio is more broadly diversified than most market indices or traditional balanced funds.
We consider the managers of our underlying funds to be top-notch within their specialties, but against the backdrop of largely indiscriminant market losses in 2008, most of our fund holdings ended well in the red. We can point to some of the higher-beta asset classes as being the most negative contributors. For example, the international funds were among the biggest decliners; four of the five international stock funds that were in the portfolio for the full year were down more than 40%. Several of the smaller-cap funds and the technology and real-estate sector funds were also hit hard. But all of the equity funds fell by more than 30%.
The bond portfolio, meanwhile, was hindered in its normal role of offsetting equity portfolio losses. The root cause of this past year’s market decline has been the credit crisis, and as noted, in that environment bonds with any credit sensitivity at all have suffered losses. Normally a predominantly investment-grade bond portfolio (such as ours) would tend to rise in value in times of stock-market volatility, but in this period only government bonds managed to avoid losses. Our portfolio owns government bonds, but also investment-grade corporate bonds, international bonds, high-yield bonds, convertibles, and emerging-markets debt. All of those asset classes fell in the period. In addition, Transamerica Loomis Sayles Bond, one of our larger bond holdings, notched one of its rare lagging years. Nevertheless, the best performances in the portfolio were from the bond funds, including a positive return from Transamerica JPMorgan International Bond.
During the period we added four new underlying funds, all in the international sleeve: Transamerica Thornburg International Value, Transamerica MFS International Equity, Transamerica Schroders International Small Cap and Transamerica WMC Emerging Markets. Also during the year, we eliminated Transamerica Small/Mid Cap Value after its longtime manager departed in the fall.
Michael Stout, CFA
Jon Hale, Ph.D., CFA
Jeff McConnell, CFA
Maciej Kowara, Ph.D., CFA
Co-Portfolio Managers
Morningstar Associates, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
Initial Class | | (32.76 | )% | 0.59 | % | 1.66 | % | 05/01/2002 | |
DJ Wilshire 5000* | | (37.33 | )% | (1.67 | )% | (0.04 | )% | 05/01/2002 | |
Barclays Capital Aggregate U.S. Bond Index* | | 5.24 | % | 4.65 | % | 5.31 | % | 05/01/2002 | |
Service Class | | (32.92 | )% | 0.34 | % | 3.89 | % | 05/01/2003 | |
NOTES
* The Dow Jones Wilshire 5000 Total Market (DJ Wilshire 5000) and the Barclays Capital Aggregate U.S Bond Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
The expenses shown in the table do not reflect any expenses from the Fund’s investment in other affiliated investment companies
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 737.93 | | 0.13 | % | $ | 0.57 | |
Hypothetical (b) | | 1,000.00 | | 1,024.48 | | 0.13 | | 0.66 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 737.27 | | 0.38 | | 1.66 | |
Hypothetical (b) | | 1,000.00 | | 1,023.23 | | 0.38 | | 1.93 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Asset Type
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by asset type of the aggregate portfolio holdings of the underlying affiliated investment companies in which the Fund invests. The security lending collateral in the underlying funds is excluded from this calculation.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
INVESTMENT COMPANIES (100.0%) | | | | | |
Bonds (23.7%) | | | | | |
Transamerica Convertible Securities VP ¹ | | 7,060,103 | | $ | 43,843 | |
Transamerica Flexible Income € | | 3,829,435 | | 26,500 | |
Transamerica High Yield Bond € | | 10,554,513 | | 64,277 | |
Transamerica JPMorgan International Bond € | | 13,099,254 | | 144,092 | |
Transamerica MFS High Yield VP ¹ | | 10,874,987 | | 63,836 | |
Transamerica PIMCO Total Return VP ¹ | | 26,440,127 | | 281,852 | |
Transamerica Short-Term Bond € | | 11,159,809 | | 102,893 | |
Transamerica Van Kampen Emerging Markets Debt € | | 9,159,428 | | 76,664 | |
Capital Preservation (1.3%) | | | | | |
Transamerica Money Market VP ¹ | | 44,996,872 | | 44,997 | |
Global/International Stocks (11.5%) | | | | | |
Transamerica AllianceBernstein International Value € | | 7,109,937 | | 44,366 | |
Transamerica Evergreen International Small Cap € | | 9,156,317 | | 77,554 | |
Transamerica Marsico International Growth € | | 9,539,506 | | 62,675 | |
Transamerica MFS International Equity € | | 2,215,095 | | 14,642 | |
Transamerica Neuberger Berman International € | | 12,341,641 | | 73,063 | |
Transamerica Oppenheimer Developing Markets € | | 11,525,162 | | 70,303 | |
Transamerica Schroders International Small Cap € | | 3,098,614 | | 17,941 | |
Transamerica Thornburg International Value € | | 2,623,177 | | 20,382 | |
Transamerica WMC Emerging Markets € ‡ | | 1,700,000 | | 13,158 | |
Inflation-Protected Securities (3.8%) | | | | | |
Transamerica PIMCO Real Return TIPS € | | 13,569,605 | | 130,268 | |
Tactical and Specialty (12.9%) | | | | | |
Transamerica BlackRock Global Allocation € | | 13,391,693 | | 114,499 | |
Transamerica Clarion Global Real Estate Securities VP ¹ | | 13,020,404 | | 102,080 | |
Transamerica Evergreen Health Care € | | 5,434,076 | | 47,657 | |
Transamerica Federated Market Opportunity VP ¹ | | 2,127,979 | | 28,451 | |
Transamerica Loomis Sayles Bond € | | 16,846,221 | | 126,684 | |
Transamerica Science & Technology VP ¹ ‡ | | 7,759,876 | | 20,253 | |
U.S. Stocks (46.8%) | | | | | |
Transamerica American Century Large Company Value VP ¹ | | 25,951,683 | | 172,319 | |
Transamerica Bjurman, Barry Micro Emerging Growth € ‡ | | 2,585,177 | | 15,433 | |
Transamerica BlackRock Large Cap Value VP ¹ | | 25,758,218 | | 285,659 | |
Transamerica Capital Guardian Value VP ¹ | | 5,385,895 | | 50,951 | |
Transamerica Equity VP ¹ | | 12,728,139 | | 190,668 | |
Transamerica Growth Opportunity VP ¹ | | 4,782,827 | | 37,019 | |
Transamerica Jennison Growth VP ¹ | | 18,493,163 | | 92,466 | |
Transamerica JPMorgan Mid Cap Value VP ¹ | | 10,509,878 | | 97,216 | |
Transamerica Marsico Growth VP ¹ | | 26,969,080 | | 199,032 | |
Transamerica Munder Net50 VP ¹ | | 4,398,620 | | 21,993 | |
Transamerica Oppenheimer Small- & Mid-Cap Value € | | 10,749,198 | | 62,560 | |
Transamerica T. Rowe Price Equity Income VP ¹ | | 59,778 | | 498 | |
Transamerica T. Rowe Price Growth Stock VP ¹ | | 5,841,658 | | 80,615 | |
Transamerica Third Avenue Value € ‡ | | 6,153,831 | | 94,092 | |
Transamerica UBS Large Cap Value € | | 21,954,995 | | 160,930 | |
Transamerica Van Kampen Mid-Cap Growth € | | 2,265,817 | | 15,022 | |
Transamerica Van Kampen Small Company Growth € | | 2,535,247 | | 17,265 | |
Total Investment Securities (cost $4,992,071) # | | | | $ | 3,406,668 | |
NOTES TO SCHEDULE OF INVESTMENTS:
¹ | The Fund invests its assets in the Initial Class shares of Transamerica Series Trust. |
€ | The Fund invests its assets in the Class I shares of Transamerica Funds. |
‡ | Non-income producing security. |
# | Aggregate cost for federal income tax purposes is $4,996,829. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $4,546 and $1,594,707, respectively. Net unrealized depreciation for tax purposes is $1,590,161. |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | — | | $ | 3,406,668 | | $ | — | | $ | 3,406,668 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
4
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment in affiliated investment companies at value (cost: $4,992,071) | | $ | 3,406,668 | |
Receivables: | | | |
Shares sold | | 2,853 | |
Dividends | | 46 | |
| | 3,409,567 | |
Liabilities: | | | |
Investment securities purchased | | 2,394 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 507 | |
Management and advisory fees | | 294 | |
Distribution and service fees | | 470 | |
Transfer agent fees | | 6 | |
Administration fees | | 37 | |
Other | | 142 | |
| | 3,850 | |
Net Assets | | $ | 3,405,717 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 4,199 | |
Additional paid-in capital | | 4,827,746 | |
Undistributed net investment income | | 128,540 | |
Undistributed net realized gain from investment in affiliated investment companies | | 30,635 | |
Net unrealized depreciation on investment in affiliated investment companies | | (1,585,403 | ) |
Net Assets | | $ | 3,405,717 | |
Net Assets by Class: | | | |
Initial Class | | $ | 1,217,825 | |
Service Class | | 2,187,892 | |
Shares Outstanding: | | | |
Initial Class | | 149,306 | |
Service Class | | 270,601 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 8.16 | |
Service Class | | 8.09 | |
STATEMENT OF OPERATIONS
For the period ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends from affiliated investment companies | | $ | 140,807 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 4,329 | |
Printing and shareholder reports | | 303 | |
Custody fees | | 120 | |
Administration fees | | 541 | |
Legal fees | | 180 | |
Audit fees | | 24 | |
Trustees fees | | 128 | |
Transfer agent fees | | 79 | |
Registration fees | | 15 | |
Distribution and service fees: | | | |
Service Class | | 6,490 | |
Other | | 58 | |
Total expenses | | 12,267 | |
| | | |
Net Investment Income | | 128,540 | |
| | | |
Net Realized Gain from: | | | |
Investment in affiliated investment companies | | (124,944 | ) |
Distributions from investment in affiliated investment companies | | 212,067 | |
| | 87,123 | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment in affiliated investment companies | | (1,905,219 | ) |
Net Realized and Unrealized Loss on Investment in Affiliated Investment Companies | | (1,818,096 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (1,689,556 | ) |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 128,540 | | $ | 121,839 | |
Net realized gain from investment in affiliated investment companies | | 87,123 | | 438,529 | |
Change in net unrealized depreciation on investment in affiliated investment companies | | (1,905,219 | ) | (235,990 | ) |
Net increase (decrease) in net assets resulting from operations | | (1,689,556 | ) | 324,378 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (47,892 | ) | (52,701 | ) |
Service Class | | (73,947 | ) | (54,917 | ) |
| | (121,839 | ) | (107,618 | ) |
From net realized gains: | | | | | |
Initial Class | | (185,480 | ) | (54,425 | ) |
Service Class | | (308,987 | ) | (60,076 | ) |
| | (494,467 | ) | (114,501 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 136,449 | | 207,340 | |
Service Class | | 791,529 | | 919,712 | |
| | 927,978 | | 1,127,052 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 233,372 | | 107,126 | |
Service Class | | 382,934 | | 114,993 | |
| | 616,306 | | 222,119 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (493,929 | ) | (425,729 | ) |
Service Class | | (365,810 | ) | (99,525 | ) |
| | (859,739 | ) | (525,254 | ) |
Net increase in net assets resulting from capital shares transactions | | 684,545 | | 823,917 | |
| | | | | |
Net increase (decrease) in net assets | | (1,621,317 | ) | 926,176 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 5,027,034 | | 4,100,858 | |
End of year | | $ | 3,405,717 | | $ | 5,027,034 | |
Undistributed Net Investment Income | | $ | 128,540 | | $ | 121,839 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 11,362 | | 14,651 | |
Service Class | | 68,400 | | 65,119 | |
| | 79,762 | | 79,770 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 22,268 | | 7,906 | |
Service Class | | 36,856 | | 8,537 | |
| | 59,124 | | 16,443 | |
Shares redeemed: | | | | | |
Initial Class | | (42,786 | ) | (30,060 | ) |
Service Class | | (34,882 | ) | (7,096 | ) |
| | (77,668 | ) | (37,156 | ) |
Net increase in shares outstanding: | | | | | |
Initial Class | | (9,156 | ) | (7,503 | ) |
Service Class | | 70,374 | | 66,560 | |
| | 61,218 | | 59,057 | |
The notes to the financial statements are an integral part of this report.
6
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of period | | $ | 14.07 | | $ | 13.72 | | $ | 12.80 | | $ | 12.18 | | $ | 10.82 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.34 | | 0.37 | | 0.43 | | 0.30 | | 0.13 | |
Net realized and unrealized gain (loss) | | (4.58 | ) | 0.67 | | 1.27 | | 0.88 | | 1.32 | |
Total operations | | (4.24 | ) | 1.04 | | 1.70 | | 1.18 | | 1.45 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.34 | ) | (0.34 | ) | (0.22 | ) | (0.14 | ) | (0.02 | ) |
From net realized gains | | (1.33 | ) | (0.35 | ) | (0.56 | ) | (0.42 | ) | (0.07 | ) |
Total distributions | | (1.67 | ) | (0.69 | ) | (0.78 | ) | (0.56 | ) | (0.09 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.16 | | $ | 14.07 | | $ | 13.72 | | $ | 12.80 | | $ | 12.18 | |
Total Return(b) | | (32.76 | )% | 7.81 | % | 13.83 | % | 9.91 | % | 13.54 | % |
Net Assets End of Year (000’s) | | $ | 1,217,825 | | $ | 2,229,744 | | $ | 2,277,269 | | $ | 1,892,007 | | $ | 1,560,998 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets(c) | | 0.13 | % | 0.13 | % | 0.13 | % | 0.14 | % | 0.14 | % |
Net investment income, to average net assets(d) | | 2.94 | % | 2.63 | % | 3.25 | % | 2.47 | % | 1.15 | % |
Portfolio turnover rate | | 18 | % | 24 | % | 2 | % | 23 | % | 30 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of period | | $ | 13.97 | | $ | 13.64 | | $ | 12.75 | | $ | 12.15 | | $ | 10.83 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.34 | | 0.37 | | 0.42 | | 0.29 | | 0.12 | |
Net realized and unrealized gain (loss) | | (4.58 | ) | 0.63 | | 1.24 | | 0.86 | | 1.29 | |
Total operations | | (4.24 | ) | 1.00 | | 1.66 | | 1.15 | | 1.41 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.32 | ) | (0.32 | ) | (0.21 | ) | (0.13 | ) | (0.02 | ) |
From net realized gains | | (1.32 | ) | (0.35 | ) | (0.56 | ) | (0.42 | ) | (0.07 | ) |
Total distributions | | (1.64 | ) | (0.67 | ) | (0.77 | ) | (0.55 | ) | (0.09 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.09 | | $ | 13.97 | | $ | 13.64 | | $ | 12.75 | | $ | 12.15 | |
Total Return(b) | | (32.92 | )% | 7.56 | % | 13.54 | % | 9.71 | % | 13.16 | % |
Net Assets End of Year (000’s) | | $ | 2,187,892 | | $ | 2,797,290 | | $ | 1,823,589 | | $ | 858,857 | | $ | 272,625 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets(c) | | 0.38 | % | 0.38 | % | 0.38 | % | 0.39 | % | 0.39 | % |
Net investment income, to average net assets(d) | | 2.99 | % | 2.64 | % | 3.15 | % | 2.40 | % | 1.08 | % |
Portfolio turnover rate | | 18 | % | 24 | % | 2 | % | 23 | % | 30 | % |
(a) Calculation is based on average number of shares outstanding.
(b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
(c) Does not include expenses of the investment companies in which the Fund invests.
(d) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
The notes to the financial statements are an integral part of this report.
7
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Asset Allocation - Moderate Growth Portfolio also changed its name to Transamerica Asset Allocation - Moderate Growth VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: Investment company securities are valued at the net asset value of the underlying portfolio.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities.
For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date. Dividends and net realized gain (loss) from investment securities for the Fund are from investments in shares of affiliated investment companies.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date. Dividends and net realized gain (loss) from investment securities for the Fund are from investments in shares of affiliated investment companies.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
Transamerica Asset Management, Inc. (“TAM”) is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TFS and TCI are affiliates of AEGON, NV, a Netherlands corporation.
TAM has entered into an agreement with Morningstar Associates, LLC (“Morningstar”) to provide investment services to the Fund. TAM compensates Morningstar as described in the Prospectus.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
8
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. – (continued)
Because the underlying funds have varied expense and fee levels and the Fund may own different proportions of underlying
funds at different times, the amount of fees and expenses incurred indirectly by the Fund will vary.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following rate:
0.10% of average daily net assets
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.25% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.0125% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $140 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $5.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 1,183,588 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 775,110 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 107,668 | |
Long-term Capital Gain | | 114,451 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 130,103 | |
Long-term Capital Gain | | 486,203 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 128,540 | |
Undistributed Long-term Capital Gain | | $ | 215,416 | |
Capital Loss Carryforward | | $ | — | |
Post October Capital Loss Deferral | | $ | — | |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (1,590,161 | ) |
Other temporary differences | | $ | (180,023 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
10
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Asset Allocation – Moderate Growth VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Asset Allocation – Moderate Growth VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the transfer agent, provide a reasonable basis for our opinion.
|
|
|
Tampa, Florida |
February 25, 2009 |
11
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $486,203 for the year ended December 31, 2008.
12
Transamerica Balanced VP
(unaudited)
MARKET ENVIRONMENT
The year ended December 31, 2008, was exceptionally challenging for investors. As problems in the credit markets spread to other segments of the economy, unemployment rose to 7.2%, home prices fell, consumer confidence declined, and U.S. gross domestic product (“GDP”) shrank. The financial markets responded to these events with substantial losses.
The credit problems in the financial sector and a near-freeze in the funding market prompted the U.S. government to intervene early in the year with a $168 billion economic stimulus package intended to stave off an economic collapse. However, in the second quarter it became evident that the credit crisis had not only spread beyond the financial sector but also beyond U.S. borders. Subsequent attempts to stabilize the U.S. monetary system and economy with capital injections came from the Federal Reserve Board (“Fed”) and the federal government. Further, throughout the course of the year, the Fed lowered short-term interest rates from 4.25% to an unprecedented target range of 0-0.25%. China and Europe also cut interest rates in an effort to stimulate growth.
The poor credit market and economic environment spawned a flight from higher-risk assets such as stocks and corporate bonds to the relative safety of U.S. government-backed securities. Increasing demand for Treasuries drove prices higher and, because they move in opposition, yields lower. As the risk aversion escalated, the difference between Treasury and non-government yields, in some cases, reached record levels.
As the year came to a close, falling energy prices and the historic election of the 44th U.S. President gave the markets a much-needed confidence boost. Investor confidence plummeted once again, however, when the “Big Three” automakers announced they were unable to continue funding operations without government assistance, sending ripples throughout the markets, especially among industrial suppliers to the automakers.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Balanced VP Initial Class returned (32.40)%. By comparison its primary and secondary benchmarks, the Standard and Poor’s 500 Composite Stock Index and the Barclays Capital (formerly Lehman Brothers) U.S. Government/Credit Bond Index, returned (37.00)% and 5.70%, respectively.
STRATEGY REVIEW
On the equity side, the portfolio’s underperformance was largely a result of weak returns posted by individual holdings in the information technology (e.g., Apple, Inc. and Tyco Electronics, Ltd.) and consumer discretionary (e.g., Daimler AG) sectors as well as an underweight position in consumer staples and an overweight position in industrials.
Within technology, strong demand for Apple’s Macs, Nanos and iPhones may have been undermined by continued rumors of management change. In addition, some investors believe growth in demand for the iPod has reached a plateau. We maintained our position, due to our opinion that Apple will stay on the cutting edge of personal technology devices and continue to gain market share. We also maintained our position in Tyco Electronics, Ltd., a maker of connectors for the auto, aerospace and telephony industries. We believe the company is growing at a healthy rate for a quasi-industrial company. Daimler AG suffered during the year due primarily to the downward trend in auto sales worldwide and the lack of financing available to consumers.
Helping to offset some of the underperformance was WW Grainger, Inc., a distributor of industrial maintenance and repair supplies. It benefited from a number of new improvement projects and expansion into new markets.
On the fixed-income side, a shorter-than-index duration as well as an overweighting of non-government sectors (i.e., investment-grade corporate securities and agency mortgage securities), which lagged the Treasury sector, was the primary source of underperformance. Among investment-grade corporate bonds, we had no exposure to the most distressed companies in the troubled financial services sector. On the mortgage side, our emphasis was on short-duration agency collateralized mortgage obligations, which were less volatile than other mortgage securities. As the credit crisis expanded to other parts of the market and world, we pared back our exposure to corporates.
Gary U. Rollé, CFA
Greg D. Haendel, CFA
Derek S. Brown, CFA
Geoffrey I. Edelstein, CFA, CIC
Edward S. Han
John J. Huber, CFA
Peter O. Lopez
Erik U. Rollé
Brian W. Westhoff, CFA
Co-Portfolio Managers
Transamerica Investment Management, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
| | | | | | | | | |
Initial Class | | (32.40 | )% | 0.11 | % | 1.26 | % | 05/01/2002 | |
S&P 500* | | (37.00 | )% | (2.19 | )% | (0.72 | )% | 05/01/2002 | |
Barclays Capital U.S. Government/Credit Bond Index* | | 5.70 | % | 4.64 | % | 5.59 | % | 05/01/2002 | |
Service Class | | (32.57 | )% | (0.13 | )% | 1.73 | % | 05/01/2003 | |
NOTES
* The Standard and Poor’s 500 Composite Stock (S&P 500) Index and Barclays Capital U.S. Government/Credit Bond Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 749.90 | | 0.91 | % | $ | 4.00 | |
Hypothetical (b) | | 1,000.00 | | 1,020.56 | | 0.91 | | 4.62 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 748.94 | | 1.16 | | 5.10 | |
Hypothetical (b) | | 1,000.00 | | 1,019.30 | | 1.16 | | 5.89 | |
| | | | | | | | | | | | |
(a) | | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days). |
(b) | | 5% return per year before expenses. |
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Asset Type
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by asset type of the Fund’s total investment securities.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Principal | | Value | |
U.S. GOVERNMENT OBLIGATIONS (6.7%) | | | | | |
U.S. Treasury Bond | | | | | |
4.38%, due 02/15/2038 | | $ | 1,295 | | $ | 1,734 | |
4.50%, due 05/15/2038 | | 35 | | 48 | |
5.00%, due 05/15/2037 | | 594 | | 861 | |
U.S. Treasury Inflation Indexed Bond, TIPS | | | | | |
1.75%, due 01/15/2028 | | 248 | | 229 | |
U.S. Treasury Inflation Indexed Note, TIPS | | | | | |
1.38%, due 07/15/2018 | | 256 | | 240 | |
U.S. Treasury Note | | | | | |
3.75%, due 11/15/2018 | | 580 | | 657 | |
3.88%, due 05/15/2018 | | 146 | | 166 | |
Total U.S. Government Obligations (cost $3,179) | | | | 3,935 | |
| | | | | |
U.S. GOVERNMENT AGENCY OBLIGATIONS (12.3%) | | | | | |
Fannie Mae | | | | | |
4.50%, due 07/25/2021 | | 378 | | 382 | |
5.00%, due 04/25/2034- 09/01/2037 | | 1,973 | | 2,009 | |
5.50%, due 10/01/2036- 11/01/2038 | | 2,353 | | 2,415 | |
Freddie Mac | | | | | |
4.25%, due 10/15/2026 | | 438 | | 439 | |
4.78%, due 03/01/2035 * | | 300 | | 302 | |
5.00%, due 05/15/2028- 10/15/2030 | | 1,121 | | 1,142 | |
Ginnie Mae | | | | | |
4.50%, due 02/20/2037 * | | 546 | | 539 | |
Total U.S. Government Agency Obligations (cost $7,081) | | | | 7,228 | |
| | | | | |
MORTGAGE-BACKED SECURITIES (2.4%) | | | | | |
Bear Stearns Commercial Mortgage Securities | | | | | |
Series 2006-PW14, Class A4 | | | | | |
5.20%, due 12/11/2038 | | 320 | | 261 | |
Crown Castle Towers LLC | | | | | |
Series 2006-1A, Class AFX | | | | | |
5.24%, due 11/15/2036-144A | | 383 | | 319 | |
Morgan Stanley Capital I | | | | | |
Series 2006-HQ10, Class A4 | | | | | |
5.33%, due 11/12/2041 | | 335 | | 261 | |
SBA Commercial Mortgage-Backed Securities Trust | | | | | |
Series 2006-1A, Class A | | | | | |
5.31%, due 11/15/2036-144A | | 380 | | 304 | |
Wachovia Bank Commercial Mortgage Trust | | | | | |
Series 2006-C28, Class A4 | | | | | |
5.57%, due 10/15/2048 | | 320 | | 246 | |
Total Mortgage-Backed Securities (cost $1,740) | | | | 1,391 | |
| | | | | |
ASSET-BACKED SECURITY (0.5%) | | | | | |
USAA Auto Owner Trust | | | | | |
Series 2007-2, Class A3 | | | | | |
4.90%, due 02/15/2012 | | 310 | | 306 | |
Total Asset-Backed Security (cost $310) | | | | 306 | |
| | | | | |
CORPORATE DEBT SECURITIES (20.2%) | | | | | |
Airlines (0.2%) | | | | | |
Delta Air Lines, Inc. | | | | | |
7.57%, due 11/18/2010 | | 120 | | 101 | |
Automobiles (0.8%) | | | | | |
Daimler Finance North America LLC | | | | | |
2.43%, due 03/13/2009 * | | 235 | | 227 | |
7.20%, due 09/01/2009 | | 240 | | 233 | |
Beverages (1.6%) | | | | | |
Coca-Cola Enterprises, Inc. | | | | | |
3.31%, due 05/06/2011 * | | | 255 | | | 241 | |
Diageo Capital PLC | | | | | |
5.75%, due 10/23/2017 | | 235 | | 227 | |
Molson Coors Capital Finance ULC | | | | | |
4.85%, due 09/22/2010 | | 255 | | 251 | |
Sabmiller PLC | | | | | |
6.20%, due 07/01/2011 -144A | | 240 | | 238 | |
Capital Markets (0.4%) | | | | | |
Merrill Lynch & Co., Inc. | | | | | |
5.45%, due 02/05/2013 | | 240 | | 231 | |
Chemicals (0.5%) | | | | | |
Lubrizol Corp. | | | | | |
4.63%, due 10/01/2009 | | 320 | | 314 | |
Commercial Banks (1.0%) | | | | | |
Barclays Bank PLC | | | | | |
7.70%, due 04/25/2018 -144A ¡ Ž | | 200 | | 132 | |
PNC Bank NA | | | | | |
6.88%, due 04/01/2018 | | 230 | | 245 | |
Wells Fargo Bank NA | | | | | |
5.75%, due 05/16/2016 | | 250 | | 264 | |
Computers & Peripherals (0.4%) | | | | | |
Hewlett-Packard Co. | | | | | |
6.13%, due 03/01/2014 | | 230 | | 244 | |
Consumer Finance (0.5%) | | | | | |
American Express Credit Corp. | | | | | |
1.87%, due 05/27/2010 * | | 135 | | 125 | |
Discover Financial Services | | | | | |
2.63%, due 06/11/2010 * | | 215 | | 184 | |
Containers & Packaging (0.2%) | | | | | |
Rexam PLC | | | | | |
6.75%, due 06/01/2013 -144A | | 165 | | 146 | |
Diversified Financial Services (1.3%) | | | | | |
American Honda Finance Corp. | | | | | |
5.13%, due 12/15/2010 -144A | | 250 | | 247 | |
BAE Systems Holdings, Inc. | | | | | |
6.40%, due 12/15/2011 -144A | | 210 | | 214 | |
Citigroup, Inc. | | | | | |
3.63%, due 02/09/2009 | | 110 | | 110 | |
Glencore Funding LLC | | | | | |
6.00%, due 04/15/2014 -144A | | 147 | | 59 | |
Pemex Finance, Ltd. | | | | | |
9.03%, due 02/15/2011 | | 135 | | 138 | |
Diversified Telecommunication Services (0.9%) | | | | | |
Telefonica Europe BV | | | | | |
7.75%, due 09/15/2010 | | 230 | | 233 | |
Verizon Communications, Inc. | | | | | |
8.75%, due 11/01/2018 | | 250 | | 293 | |
Energy Equipment & Services (0.3%) | | | | | |
Weatherford International, Inc. | | | | | |
6.63%, due 11/15/2011 | | 170 | | 168 | |
Food & Staples Retailing (0.6%) | | | | | |
Safeway, Inc. | | | | | |
1.82%, due 03/27/2009 * | | 230 | | 227 | |
Stater Brothers Holdings, Inc. | | | | | |
8.13%, due 06/15/2012 | | 125 | | 113 | |
Food Products (0.9%) | | | | | |
Cargill, Inc. | | | | | |
5.00%, due 11/15/2013 -144A | | 290 | | 259 | |
The notes to the financial statements are an integral part of this report.
4
| | Principal | | Value | |
Food Products (continued) | | | | | |
General Mills, Inc. | | | | | |
4.19%, due 01/22/2010 * | | $ | 239 | | $ | 230 | |
Michael Foods, Inc. | | | | | |
8.00%, due 11/15/2013 | | 100 | | 86 | |
Hotels, Restaurants & Leisure (0.3%) | | | | | |
Royal Caribbean Cruises, Ltd. | | | | | |
8.75%, due 02/02/2011 | | 176 | | 135 | |
Wyndham Worldwide Corp. | | | | | |
6.00%, due 12/01/2016 | | 85 | | 34 | |
Household Products (0.2%) | | | | | |
Kimberly-Clark Corp. | | | | | |
6.63%, due 08/01/2037 | | 125 | | 140 | |
Independent Power Producers & Energy Traders (0.4%) | | | | | |
Empresa Nacional de Electricidad SA -Class B | | | | | |
8.50%, due 04/01/2009 | | 250 | | 254 | |
Insurance (0.6%) | | | | | |
Hartford Financial Services Group, Inc. | | | | | |
7.90%, due 06/15/2010 | | 275 | | 268 | |
Oil Insurance, Ltd. | | | | | |
7.56%, due 06/30/2011 -144A ¡ Ž | | 140 | | 53 | |
IT Services (0.4%) | | | | | |
Aramark Corp. | | | | | |
8.50%, due 02/01/2015 | | 110 | | 100 | |
Western Union Co. | | | | | |
5.40%, due 11/17/2011 | | 110 | | 106 | |
Machinery (0.3%) | | | | | |
Tyco Electronics Group SA | | | | | |
6.55%, due 10/01/2017 | | 199 | | 167 | |
Media (1.9%) | | | | | |
Comcast Corp. | | | | | |
1.46%, due 07/14/2009 * | | 245 | | 242 | |
Walt Disney Co. | | | | | |
4.50%, due 12/15/2013 | | 275 | | 277 | |
News America Holdings, Inc. | | | | | |
7.75%, due 12/01/2045 | | 100 | | 98 | |
Time Warner Cable, Inc. | | | | | |
6.75%, due 07/01/2018 | | 235 | | 226 | |
Viacom, Inc. | | | | | |
2.27%, due 06/16/2009 * | | 245 | | 240 | |
Metals & Mining (0.3%) | | | | | |
Arcelormittal | | | | | |
5.38%, due 6/1/2013 | | 225 | | 170 | |
Oil, Gas & Consumable Fuels (3.2%) | | | | | |
Anadarko Petroleum Corp. | | | | | |
2.40%, due 09/15/2009 * | | 260 | | 249 | |
Energy Transfer Partners, LP | | | | | |
9.70%, due 03/15/2019 | | 270 | | 278 | |
Enterprise Products Operating LLC | | | | | |
7.50%, due 02/01/2011 | | 260 | | 255 | |
Husky Energy, Inc. | | | | | |
6.80%, due 09/15/2037 | | 180 | | 150 | |
PetroHawk Energy Corp. | | | | | |
9.13%, due 07/15/2013 | | 100 | | 81 | |
Sempra Energy | | | | | |
9.80%, due 2/15/2019 | | 225 | | 251 | |
Teppco Partners, LP | | | | | |
7.00%, due 06/01/2067 ¡ | | 115 | | 62 | |
Valero Energy Corp. | | | | | |
3.50%, due 04/01/2009 | | 385 | | 382 | |
Valero Logistics Operations, LP | | | | | |
6.88%, due 07/15/2012 | | 200 | | 181 | |
Pharmaceuticals (0.4%) | | | | | |
Allergan, Inc. | | | | | |
5.75%, due 04/01/2016 | | 235 | | 225 | |
Real Estate Investment Trusts (1.6%) | | | | | |
BRE Properties, Inc. | | | | | |
5.75%, due 09/01/2009 | | 380 | | 362 | |
Hospitality Properties Trust | | | | | |
6.75%, due 02/15/2013 | | 261 | | 162 | |
PPF Funding, Inc. | | | | | |
5.35%, due 04/15/2012 -144A | | 355 | | 269 | |
Weingarten Realty Investors | | | | | |
5.26%, due 05/15/2012 | | 130 | | 113 | |
Real Estate Management & Development (0.3%) | | | | | |
Post Apartment Homes, LP | | | | | |
6.30%, due 06/01/2013 | | 213 | | 172 | |
Road & Rail (0.2%) | | | | | |
Erac USA Finance Co. | | | | | |
6.38%, due 10/15/2017 -144A | | 170 | | 118 | |
Wireless Telecommunication Services (0.5%) | | | | | |
Vodafone Group PLC | | | | | |
7.75%, due 02/15/2010 | | 270 | | 276 | |
Total Corporate Debt Securities (cost $12,972) | | | | 11,876 | |
| | | | | |
| | Shares | | | |
COMMON STOCKS (53.2%) | | | | | |
Aerospace & Defense (0.9%) | | | | | |
Boeing Co. | | 12,000 | | 512 | |
Air Freight & Logistics (1.8%) | | | | | |
CH Robinson Worldwide, Inc. | | 11,000 | | 605 | |
Expeditors International of Washington, Inc. | | 13,500 | | 449 | |
Auto Components (2.2%) | | | | | |
BorgWarner, Inc. | | 26,000 | | 566 | |
Johnson Controls, Inc. | | 40,000 | | 726 | |
Biotechnology (2.4%) | | | | | |
Gilead Sciences, Inc. ‡ | | 28,000 | | 1,432 | |
Capital Markets (6.3%) | | | | | |
BlackRock, Inc. -Class A | | 7,000 | | 939 | |
Charles Schwab Corp. | | 75,000 | | 1,213 | |
Merrill Lynch & Co., Inc. | | 60,000 | | 698 | |
T. Rowe Price Group, Inc. | | 23,766 | | 842 | |
Chemicals (1.7%) | | | | | |
Sigma-Aldrich Corp. | | 24,000 | | 1,014 | |
Communications Equipment (2.0%) | | | | | |
Qualcomm, Inc. | | 33,000 | | 1,182 | |
Computers & Peripherals (2.2%) | | | | | |
Apple, Inc. ‡ | | 15,000 | | 1,280 | |
Construction & Engineering (1.6%) | | | | | |
Jacobs Engineering Group, Inc. ‡ | | 20,000 | | 962 | |
Consumer Finance (0.6%) | | | | | |
American Express Co. | | 20,000 | | 371 | |
Diversified Telecommunication Services (2.6%) | | | | | |
Verizon Communications, Inc. | | 45,000 | | 1,526 | |
Electronic Equipment & Instruments (1.8%) | | | | | |
Tyco Electronics, Ltd. | | 65,000 | | 1,054 | |
Energy Equipment & Services (0.7%) | | | | | |
Schlumberger, Ltd. | | 10,000 | | 423 | |
Food & Staples Retailing (1.0%) | | | | | |
Costco Wholesale Corp. | | 11,000 | | 577 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
5
At December 31, 2008
(all amounts in thousands)
| | Shares | | Value | |
Health Care Equipment & Supplies (3.8%) | | | | | |
Becton Dickinson & Co. | | 17,000 | | $ | 1,163 | |
Covidien, Ltd. | | 15,000 | | 544 | |
Varian Medical Systems, Inc. ‡ | | 15,000 | | 526 | |
Industrial Conglomerates (1.2%) | | | | | |
General Electric Co. | | 45,000 | | 729 | |
Internet & Catalog Retail (1.7%) | | | | | |
Amazon.com, Inc. ‡ | | 20,000 | | 1,026 | |
Internet Software & Services (2.5%) | | | | | |
Google, Inc. -Class A ‡ | | 4,700 | | 1,446 | |
Machinery (5.5%) | | | | | |
Caterpillar, Inc. | | 16,000 | | 715 | |
Kennametal, Inc. | | 65,000 | | 1,442 | |
PACCAR, Inc. | | 36,000 | | 1,030 | |
Oil, Gas & Consumable Fuels (1.1%) | | | | | |
Anadarko Petroleum Corp. | | 17,000 | | 655 | |
Road & Rail (2.0%) | | | | | |
Burlington Northern Santa Fe Corp. | | 15,500 | | 1,174 | |
Semiconductors & Semiconductor Equipment (1.5%) | | | | | |
Intel Corp. | | 60,000 | | | 880 | |
Software (4.5%) | | | | | |
Adobe Systems, Inc. ‡ | | 52,000 | | 1,107 | |
Oracle Corp. ‡ | | 50,000 | | 886 | |
Salesforce.Com, Inc. ‡ | | 19,998 | | 640 | |
Trading Companies & Distributors (1.6%) | | | | | |
WW Grainger, Inc. | | 12,000 | | 946 | |
Total Common Stocks (cost $42,263) | | | | 31,280 | |
| | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (4.4%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $2,616 on 01/02/2009 à • | | $ | 2,616 | | 2,616 | |
Total Repurchase Agreement (cost $2,616) | | | | 2,616 | |
| | | | | |
Total Investment Securities (cost $70,161) # | | | | $ | 58,632 | |
| | | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
* | | Floating or variable rate note. Rate is listed as of 12/31/2008. |
Ž | | The security has a perpetual maturity. The date shown is the next call date. |
¡ | | Coupon rate is fixed for a predetermined period of time and then converts to a floating rate until maturity/call date. Rate is listed as of 12/31/2008. |
‡ | | Non-income producing security. |
• | | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 01/29/2009, and with a market value plus accrued interest of $2,700. |
à | | State Street Bank & Trust company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | | Aggregate cost for federal income tax purposes is $70,228. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $2,517 and $14,113, respectively. Net unrealized depreciation for tax purposes is $11,596. |
DEFINITIONS:
144A | | 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities are deemed to be liquid for purposes of compliance limitations on holdings of illiquid securities and may be resold as transactions exempt from registration, normally to qualified institutional buyers. At 12/31/2008, these securities aggregated $2,358, or 4.00% of the Fund’s net assets. |
LLC | | Limited Liability Company |
LP | | Limited Partnership |
PLC | | Public Limited Company |
TIPS | | Treasury Inflation Protected Securities |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 31,280 | | $ | 27,352 | | $ | — | | $ | 58,632 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
6
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $70,161) | | $ | 58,632 | |
Receivables: | | | |
Shares sold | | 44 | |
Interest | | 237 | |
Dividends | | 45 | |
Dividend reclaims | | 2 | |
| | 58,960 | |
Liabilities: | | | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 51 | |
Management and advisory fees | | 41 | |
Distribution and service fees | | 5 | |
Administration fees | | 1 | |
Other | | 28 | |
| | 126 | |
Net Assets | | $ | 58,834 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 70 | |
Additional paid-in capital | | 69,847 | |
Undistributed net investment income | | 1,381 | |
Accumulated net realized loss from investment securities | | (935 | ) |
Net unrealized depreciation on: Investment securities | | (11,529 | ) |
Net Assets | | $ | 58,834 | |
Net Assets by Class: | | | |
Initial Class | | $ | 36,361 | |
Service Class | | 22,473 | |
Shares Outstanding: | | | |
Initial Class | | 4,340 | |
Service Class | | 2,699 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 8.38 | |
Service Class | | 8.33 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends | | $ | 698 | |
Interest | | 1,370 | |
Income from loaned securities-net | | 45 | |
| | 2,113 | |
Expenses: | | | |
Management and advisory fees | | 603 | |
Printing and shareholder reports | | 11 | |
Custody fees | | 23 | |
Administration fees | | 15 | |
Legal fees | | 3 | |
Audit fees | | 18 | |
Trustees fees | | 2 | |
Transfer agent fees | | 1 | |
Distribution and service fees: | | | |
Service Class | | 54 | |
Other | | 2 | |
Total expenses | | 732 | |
| | | |
Net Investment Income | | 1,381 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (925 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (30,528 | ) |
Net Realized and Unrealized Loss | | (31,453 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (30,072 | ) |
The notes to the financial statements are an integral part of this report.
7
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 1,381 | | $ | 1,328 | |
Net realized gain (loss) from investment securities | | (925 | ) | 6,225 | |
Change in net unrealized appreciation (depreciation) on investment securities | | (30,528 | ) | 3,891 | |
Net increase (decrease) in net assets resulting from operations | | (30,072 | ) | 11,444 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (920 | ) | (834 | ) |
Service Class | | (408 | ) | (164 | ) |
| | (1,328 | ) | (998 | ) |
From net realized gains: | | | | | |
Initial Class | | (4,198 | ) | (321 | ) |
Service Class | | (2,035 | ) | (69 | ) |
| | (6,233 | ) | (390 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 7,785 | | 16,252 | |
Service Class | | 20,570 | | 13,255 | |
| | 28,355 | | 29,507 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 5,118 | | 1,155 | |
Service Class | | 2,443 | | 233 | |
| | 7,561 | | 1,388 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (32,191 | ) | (16,175 | ) |
Service Class | | (9,601 | ) | (4,054 | ) |
| | (41,792 | ) | (20,229 | ) |
Net increase (decrease) in net assets from capital shares transactions | | (5,876 | ) | 10,666 | |
Net increase (decrease) in net assets | | (43,509 | ) | 20,722 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 102,343 | | 81,621 | |
End of year | | $ | 58,834 | | $ | 102,343 | |
Undistributed Net Investment Income | | $ | 1,381 | | $ | 1,328 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 679 | | 1,229 | |
Service Class | | 1,853 | | 1,016 | |
| | 2,532 | | 2,245 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 457 | | 90 | |
Service Class | | 219 | | 18 | |
| | 676 | | 108 | |
Shares redeemed: | | | | | |
Initial Class | | (2,753 | ) | (1,236 | ) |
Service Class | | (891 | ) | (308 | ) |
| | (3,644 | ) | (1,544 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | (1,617 | ) | 83 | |
Service Class | | 1,181 | | 726 | |
| | (436 | ) | 809 | |
The notes to the financial statements are an integral part of this report.
8
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 13.70 | | $ | 12.25 | | $ | 11.63 | | $ | 11.77 | | $ | 10.79 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.22 | | 0.19 | | 0.16 | | 0.14 | | 0.16 | |
Net realized and unrealized gain (loss) | | (4.36 | ) | 1.47 | | 0.88 | | 0.74 | | 1.02 | |
Total operations | | (4.14 | ) | 1.66 | | 1.04 | | 0.88 | | 1.18 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.21 | ) | (0.15 | ) | (0.12 | ) | (0.16 | ) | (0.13 | ) |
From net realized gains | | (0.97 | ) | (0.06 | ) | (0.30 | ) | (0.86 | ) | (0.07 | ) |
Total distributions | | (1.18 | ) | (0.21 | ) | (0.42 | ) | (1.02 | ) | (0.20 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.38 | | $ | 13.70 | | $ | 12.25 | | $ | 11.63 | | $ | 11.77 | |
Total Return(b) | | (32.40 | )% | 13.61 | % | 9.12 | % | 7.96 | % | 11.16 | % |
Net Assets End of Year (000’s) | | $ | 36,361 | | $ | 81,632 | | $ | 71,949 | | $ | 61,698 | | $ | 62,934 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.90 | % | 0.89 | % | 0.89 | % | 0.94 | % | 0.96 | % |
Net investment income, to average net assets | | 1.89 | % | 1.49 | % | 1.32 | % | 1.17 | % | 1.45 | % |
Portfolio turnover rate | | 67 | % | 60 | % | 47 | % | 50 | % | 128 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 13.64 | | $ | 12.21 | | $ | 11.61 | | $ | 11.77 | | $ | 10.79 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.19 | | 0.16 | | 0.13 | | 0.11 | | 0.14 | |
Net realized and unrealized gain (loss) | | (4.34 | ) | 1.46 | | 0.87 | | 0.74 | | 1.01 | |
Total operations | | (4.15 | ) | 1.62 | | 1.00 | | 0.85 | | 1.15 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.19 | ) | (0.13 | ) | (0.10 | ) | (0.15 | ) | (0.10 | ) |
From net realized gains | | (0.97 | ) | (0.06 | ) | (0.30 | ) | (0.86 | ) | (0.07 | ) |
Total distributions | | (1.16 | ) | (0.19 | ) | (0.40 | ) | (1.01 | ) | (0.17 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.33 | | $ | 13.64 | | $ | 12.21 | | $ | 11.61 | | $ | 11.77 | |
Total Return(b) | | (32.57 | )% | 13.38 | % | 8.74 | % | 7.79 | % | 10.88 | % |
Net Assets End of Year (000’s) | | $ | 22,473 | | $ | 20,711 | | $ | 9,672 | | $ | 3,791 | | $ | 2,457 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.15 | % | 1.14 | % | 1.14 | % | 1.19 | % | 1.19 | % |
Net investment income, to average net assets | | 1.71 | % | 1.25 | % | 1.11 | % | 0.91 | % | 1.31 | % |
Portfolio turnover rate | | 67 | % | 60 | % | 47 | % | 50 | % | 128 | % |
(a) | | Calculation is based on average number of shares outstanding. |
(b) | | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
9
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Transamerica Balanced also changed its name to Transamerica Balanced VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $3 are included in net realized loss in the Statement of Operations.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Real Estate Investment Trusts (“REITs”): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates.
Dividend income is recorded at management’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year end and may differ from the estimated amounts.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products.
AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Transamerica Investment Management, LLC (“TIM”) is both an affiliate of the Fund and is a sub-adviser of the Fund.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $250 million | | 0.80 | % |
Over $250 million up to $500 million | | 0.75 | % |
Over $500 million up to $1.5 billion | | 0.70 | % |
Over $1.5 billion | | 0.625 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.40% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $2 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled less than $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 37,099 | |
U.S. Government | | 12,474 | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 48,707 | |
U.S. Government | | 12,716 | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 998 | |
Long-term Capital Gain | | 390 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 1,371 | |
Long-term Capital Gain | | 6,190 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 1,381 | |
Undistributed Long-term Capital Gain | | $ | 1,159 | |
Capital Loss Carryforward | | $ | — | |
Post October Capital Loss Deferral | | $ | (2,027 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (11,596 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Balanced VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Balanced VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.
| |
| |
Tampa, Florida | |
February 25, 2009 | |
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $6,190 for the year ended December 31, 2008.
14
Transamerica BlackRock Large Cap Value VP
(unaudited)
MARKET ENVIRONMENT
2008 turned out to be a year investors would like to forget, but instead will vividly remember. For much of the first half of the year, equity markets held together as the hope of global decoupling kept investors from panicking despite substantial deterioration in credit markets. The seminal event appears to have been Lehman Brothers’ bankruptcy declaration in September, which drove fear higher and confidence lower while causing a massive decline in economic activity in the United States and globally. Although at times somewhat erratic, monetary and fiscal policy efforts became aggressive, attempting to fight off systemic collapse and growing deflationary forces. As a result, risk premia of all types rose substantially and geographic and other correlations increased. The price of riskier assets, including equities, lower quality bonds and commodities, collapsed in record time as volatility levels soared. By contrast, higher quality assets, especially Treasury instruments, advanced as returns on cash fell to near zero. Most governments have announced or are in the process of announcing massive stimulus packages in an effort to stem economic decline and encourage recovery. Defensive stocks (consumer staples and healthcare) declined the least as financial stocks crumbled. US equity markets noticeably outperformed by falling less than many other markets and the US dollar enjoyed a rally in the second half of 2008.
PERFORMANCE
For the year ended December 31, 2008, Transamerica BlackRock Large Cap Value VP Initial Class returned (33.89)%. By comparison its benchmark, the Russell 1000® Value Index, returned (36.85)%.
STRATEGY REVIEW
We maintained an underweight in the financial sector, particularly in the diversified financials, capital markets and thrifts and mortgage finance sub-sectors, which added solidly to relative returns. We decreased exposure to select financials names throughout the 12-month period, exiting our position in American International Group, Inc. (“AIG”) and trimming several others. By contrast, we maintained an overweight in the insurance sub-sector, where stock selection was beneficial. We focused primarily on property and casualty names, such as Chubb Corp. and Travelers Cos., Inc.
In the consumer discretionary sector, our weighting was geared primarily towards the consumer trend to trade down, rather than to large retail department stores. McDonald’s Corp. was the largest contributor in this segment.
During the period, we increased the portfolio’s overweight positioning in healthcare, as we believe it to be a fairly defensive and resilient sector—people still need medical care, even during a recession. A heavier weighting to managed care in the earlier part of the year detracted from results, however, we are now more balanced across big pharmaceuticals, medical technology and bio-technology. Overall, we prefer the portfolio’s defensive weighting to be within healthcare, as opposed to consumer staples or utilities.
We significantly reduced the portfolio’s exposure to the materials sector during the year, as the group was among the most negatively affected by the downturn in commodity prices. However, we maintained the portfolio’s allocation to energy. Our positioning in high-quality, asset-based, integrated oil companies contributed positively in the later part of the year, though it detracted when oil was trading at extremely elevated prices. We have made some tactical purchases of refiners, as lower crude prices will drive improving margins. We purchased some of these refiners at very depressed valuations. In the long-term, we remain bullish on energy and believe that the best way to profit from this view is by focusing on high-quality companies.
Finally, in information technology (“IT”), while an overweight detracted from performance during the year, we remain confident in the portfolio’s allocation and industry selection—approximately two thirds of the portfolio’s weighting in the sector comprises defensively-positioned companies with high cash flow, good balance sheets and recurring revenue, and the remainder is invested in cyclical companies with lean supply chains, which are well-positioned to benefit once economies recover.
The portfolio’s large underweight position in both AIG and Bank of America Corp. was one of the strongest contributors to performance, as shares of both names plummeted during the 12 months (AIG was down more than 97% over the period, while shares of Bank of America Corp. fell 63%). Notably, we sold out of AIG prior to the fourth quarter as we saw its declining fundamentals. Our avoidance of benchmark holding Wachovia Corp., which declined 87% overall, proved advantageous as well. In consumer discretionary, McDonald’s Corp. performed strongly, as the company saw positive global same-store sales trends despite a deteriorating consumer spending environment. Other positive performers included biotech giant Amgen, Inc. and insurers Chubb Corp. and Travelers Cos., Inc.
Overweight positions in Freeport-McMoRan Copper & Gold, Inc. and Anadarko Petroleum Corp. were among the largest detractors from portfolio performance during the annual period. Notably, we exited our position in Freeport-McMoRan Copper & Gold, Inc. by the end of the year. An underweight in Wells Fargo & Co. also hurt comparative results, as the banking giant was one of the seven financial stocks in the index to record a positive return for the 12 months.
1
STRATEGY ENVIRONMENT
An underweight and stock selection in the financials sector was among the primary contributors to performance during the annual period. Our emphasis on insurance names and significant underweight in the diversified financials, capital markets and thrifts and mortgage finance sub-sectors proved most advantageous. The portfolio’s underweight and stock selection in the consumer discretionary sector also aided relative performance, as did an overweight in healthcare. In IT, stock selection was favorable, although the portfolio’s overweight in the sector was a detractor. The portfolio’s underweight in both consumer staples and utilities hampered relative returns. Stock selection in materials also was a notable detractor, as the sector was profoundly affected by the free-fall in commodity prices.
At the end of the reporting period, the portfolio remained overweight in the IT, energy and healthcare sectors, and was underweight in utilities, financials, materials, telecommunication services and consumer staples.
Robert C. Doll, Jr., CFA, CPA
Daniel Hanson, CFA
Co-Portfolio Managers
BlackRock Investment Management, LLC
2
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (33.89 | )% | 2.10 | % | 4.19 | % | 5.76 | % | 05/01/1996 | |
Russell 1000 Value* | | (36.85 | )% | (0.79 | )% | 1.36 | % | 5.84 | % | 05/01/1996 | |
Service Class | | (34.06 | )% | 1.85 | % | N/A | | 6.15 | % | 05/01/2003 | |
NOTES
* The Russell 1000 Value Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
3
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 740.78 | | 0.83 | % | $ | 3.63 | |
Hypothetical (b) | | 1,000.00 | | 1,020.96 | | 0.83 | | 4.22 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 739.43 | | 1.08 | | 4.72 | |
Hypothetical (b) | | 1,000.00 | | 1,019.71 | | 1.08 | | 5.48 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
4
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (100.0%) | | | | | |
Aerospace & Defense (4.2%) | | | | | |
General Dynamics Corp. | | 195,000 | | $ | 11,230 | |
L-3 Communications Corp. | | 5,000 | | 369 | |
Lockheed Martin Corp. | | 20,000 | | 1,682 | |
Northrop Grumman Corp. | | 208,000 | | 9,368 | |
Raytheon Co. ^ | | 151,000 | | 7,707 | |
Airlines (0.8%) | | | | | |
Southwest Airlines Co. | | 687,000 | | 5,922 | |
Biotechnology (2.4%) | | | | | |
Amgen, Inc. ‡ | | 300,000 | | 17,325 | |
Capital Markets (1.1%) | | | | | |
Ameriprise Financial, Inc. | | 347,000 | | 8,106 | |
Commercial Banks (0.9%) | | | | | |
SunTrust Banks, Inc. ^ | | 107,000 | | 3,161 | |
Wells Fargo & Co. ^ | | 132,000 | | 3,891 | |
Commercial Services & Supplies (1.2%) | | | | | |
Waste Management, Inc. | | 265,000 | | 8,782 | |
Computers & Peripherals (0.9%) | | | | | |
Hewlett-Packard Co. | | 168,000 | | 6,097 | |
QLogic Corp. ‡ ^ | | 68,000 | | 914 | |
Consumer Finance (1.4%) | | | | | |
Capital One Financial Corp. ^ | | 309,000 | | 9,854 | |
Diversified Financial Services (1.0%) | | | | | |
Bank of America Corp. | | 215,000 | | 3,027 | |
JPMorgan Chase & Co. | | 134,000 | | 4,225 | |
Diversified Telecommunication Services (2.3%) | | | | | |
AT&T, Inc. | | 467,000 | | 13,309 | |
Frontier Communications Corp. ^ | | 219,000 | | 1,914 | |
Verizon Communications, Inc. | | 43,000 | | 1,458 | |
Electrical Equipment (0.1%) | | | | | |
Hubbell, Inc. -Class B | | 29,000 | | 948 | |
Electronic Equipment & Instruments (0.8%) | | | | | |
Agilent Technologies, Inc. ‡ | | 232,000 | | 3,626 | |
Arrow Electronics, Inc. ‡ ^ | | 111,000 | | 2,091 | |
Energy Equipment & Services (1.4%) | | | | | |
Ensco International, Inc. ^ | | 211,000 | | 5,990 | |
Tidewater, Inc. ^ | | 107,000 | | 4,309 | |
Food & Staples Retailing (1.1%) | | | | | |
Kroger Co. ^ | | 295,000 | | 7,791 | |
Food Products (2.1%) | | | | | |
General Mills, Inc. | | 145,000 | | 8,809 | |
HJ Heinz Co. | | 171,000 | | 6,430 | |
Health Care Providers & Services (6.1%) | | | | | |
Aetna, Inc. | | 238,000 | | 6,783 | |
AmerisourceBergen Corp. -Class A | | 181,000 | | 6,454 | |
Cigna Corp. | | 296,000 | | 4,988 | |
McKesson Corp. | | 179,000 | | 6,933 | |
Medco Health Solutions, Inc. ‡ ^ | | 162,000 | | 6,789 | |
Quest Diagnostics, Inc. ^ | | 26,000 | | 1,350 | |
WellPoint, Inc. ‡ | | 251,000 | | 10,575 | |
Hotels, Restaurants & Leisure (1.1%) | | | | | |
McDonald’s Corp. | | 126,000 | | 7,836 | |
Household Durables (2.8%) | | | | | |
Lennar Corp. -Class A ^ | | 723,000 | | 6,268 | |
Pulte Homes, Inc. ^ | | 602,000 | | 6,580 | |
Toll Brothers, Inc. ‡ | | 342,000 | | 7,329 | |
Household Products (3.4%) | | | | | |
Procter & Gamble Co. | | 404,000 | | 24,975 | |
Independent Power Producers & Energy Traders (1.0%) | | | | | |
NRG Energy, Inc. ‡ ^ | | 314,000 | | 7,326 | |
Industrial Conglomerates (1.9%) | | | | | |
General Electric Co. ^ | | 850,000 | | 13,770 | |
Insurance (9.3%) | | | | | |
Allstate Corp. | | 313,000 | | 10,254 | |
Axis Capital Holdings, Ltd. | | 102,000 | | 2,970 | |
Chubb Corp. | | 204,000 | | 10,404 | |
HCC Insurance Holdings, Inc. ^ | | 171,000 | | 4,574 | |
Lincoln National Corp. ^ | | 441,000 | | 8,308 | |
PartnerRe, Ltd. | | 36,000 | | 2,566 | |
Prudential Financial, Inc. ^ | | 296,000 | | 8,957 | |
Torchmark Corp. ^ | | 40,000 | | 1,788 | |
Travelers Cos., Inc. | | 270,000 | | 12,204 | |
Unum Group | | 111,000 | | 2,065 | |
W.R. Berkley Corp. ^ | | 129,000 | | 3,999 | |
Leisure Equipment & Products (0.6%) | | | | | |
Hasbro, Inc. | | 140,000 | | 4,084 | |
Machinery (0.6%) | | | | | |
AGCO Corp. ‡ | | 80,000 | | 1,887 | |
Timken Co. | | 92,000 | | 1,806 | |
Media (2.7%) | | | | | |
Interpublic Group of Cos., Inc. ‡ ^ | | 609,000 | | 2,412 | |
Omnicom Group, Inc. ^ | | 176,000 | | 4,738 | |
Time Warner, Inc. ^ | | 1,210,000 | | 12,173 | |
Metals & Mining (1.0%) | | | | | |
Reliance Steel & Aluminum Co. ^ | | 44,000 | | 877 | |
U.S. Steel Corp. ^ | | 180,000 | | 6,696 | |
Multiline Retail (0.2%) | | | | | |
Dollar Tree, Inc. ‡ ^ | | 31,000 | | 1,296 | |
Office Electronics (0.4%) | | | | | |
Xerox Corp. | | 355,000 | | 2,829 | |
Oil, Gas & Consumable Fuels (25.6%) | | | | | |
Anadarko Petroleum Corp. | | 267,000 | | 10,293 | |
Apache Corp. | | 151,000 | | 11,254 | |
Chevron Corp. | | 436,000 | | 32,251 | |
ConocoPhillips ^ | | 394,000 | | 20,409 | |
Devon Energy Corp. | | 160,000 | | 10,514 | |
Exxon Mobil Corp. | | 795,000 | | 63,465 | |
Hess Corp. | | 73,000 | | 3,916 | |
Marathon Oil Corp. | | 389,000 | | 10,643 | |
Occidental Petroleum Corp. ^ | | 100,000 | | 5,999 | |
Overseas Shipholding Group, Inc. ^ | | 54,000 | | 2,274 | |
Sunoco, Inc. ^ | | 176,000 | | 7,649 | |
Valero Energy Corp. | | 417,000 | | 9,024 | |
Pharmaceuticals (12.6%) | | | | | |
Eli Lilly & Co. | | 338,000 | | 13,611 | |
Johnson & Johnson | | 458,000 | | 27,402 | |
Merck & Co., Inc. ^ | | 287,000 | | 8,725 | |
Pfizer, Inc. | | 1,510,000 | | 26,742 | |
Wyeth | | 397,000 | | 14,891 | |
Road & Rail (0.9%) | | | | | |
CSX Corp. | | 142,000 | | 4,611 | |
Norfolk Southern Corp. | | 48,000 | | 2,258 | |
Semiconductors & Semiconductor Equipment (1.8%) | | | | | |
Intersil Corp. -Class A ^ | | 369,000 | | 3,391 | |
KLA-Tencor Corp. ^ | | 220,000 | | 4,794 | |
Novellus Systems, Inc. ‡ ^ | | 330,000 | | 4,072 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
5
| | Shares | | Value | |
Software (4.0%) | | | | | |
BMC Software, Inc. ‡ ^ | | 247,000 | | $ | 6,647 | |
CA, Inc. | | 132,000 | | 2,446 | |
Compuware Corp. ‡ ^ | | 863,000 | | 5,825 | |
McAfee, Inc. ‡ ^ | | 159,000 | | 5,497 | |
Symantec Corp. ‡ ^ | | 665,000 | | 8,991 | |
Specialty Retail (2.3%) | | | | | |
Gap, Inc. | | 526,000 | | 7,043 | |
Limited Brands, Inc. ^ | | 327,000 | | 3,283 | |
RadioShack Corp. ^ | | 508,000 | | 6,065 | |
Total Common Stocks (cost $845,953) | | | | 727,163 | |
| | | | | |
INVESTMENT COMPANY (0.0%) | | | | | |
Capital Markets (0.0%) | | | | | |
Merrill Lynch Money Market Mutual Fund 4.50% p | | 237,190 | | | 237 | |
Total Investment Company (cost $237) | | | | 237 | |
| | | | | |
SECURITIES LENDING COLLATERAL (6.9%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 50,456,491 | | 50,456 | |
| | | | | |
Total Securities Lending Collateral (cost $50,456) | | | | 50,456 | |
| | | | | |
Total Investment Securities (cost $896,646) # | | | | $ | 777,856 | |
NOTES TO SCHEDULE OF INVESTMENTS:
^ | All or a portion of this security is on loan. The value of all securities on loan is $49,148. |
‡ | Non-income producing security. |
p | Interest rate shown reflects the yield at 12/31/2008. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | Aggregate cost for federal income tax purposes is $919,424. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $18,232 and $159,800, respectively. Net unrealized depreciation for tax purposes is $141,568. |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 777,619 | | $ | 237 | | $ | — | | $ | 777,856 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
6
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $896,646) (including securities loaned of $49,148) | | $ | 777,856 | |
Receivables: | | | |
Investment securities sold | | 784 | |
Shares sold | | 1 | |
Interest | | 1 | |
Income from loaned securities | | 50 | |
Dividends | | 903 | |
| | 779,595 | |
Liabilities: | | | |
Investment securities purchased | | 1,082 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 155 | |
Management and advisory fees | | 490 | |
Distribution and service fees | | 3 | |
Transfer agent fees | | 1 | |
Administration fees | | 13 | |
Payable for collateral for securities on loan | | 50,456 | |
Other | | 70 | |
| | 52,270 | |
Net Assets | | $ | 727,325 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 656 | |
Additional paid-in capital | | 967,080 | |
Undistributed net investment income | | 11,377 | |
Accumulated net realized loss from investment securities | | (132,998 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (118,790 | ) |
Net Assets | | $ | 727,325 | |
Net Assets by Class: | | | |
Initial Class | | $ | 712,006 | |
Service Class | | 15,319 | |
Shares Outstanding: | | | |
Initial Class | | 64,207 | |
Service Class | | 1,376 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 11.09 | |
Service Class | | 11.13 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends | | $ | 17,773 | |
Interest | | 123 | |
Income from loaned securities-net | | 426 | |
| | 18,322 | |
Expenses: | | | |
Management and advisory fees | | 6,469 | |
Printing and shareholder reports | | 48 | |
Custody fees | | 91 | |
Administration fees | | 166 | |
Legal fees | | 34 | |
Audit fees | | 19 | |
Trustees fees | | 23 | |
Transfer agent fees | | 17 | |
Registration fees | | — | (a) |
Distribution and service fees: | | | |
Service Class | | 61 | |
Other | | 16 | |
Total expenses | | 6,944 | |
| | | |
Net Investment Income | | 11,378 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (131,766 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (235,680 | ) |
Net Realized and Unrealized Loss | | (367,446 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (356,068 | ) |
(a) Rounds to less than $1.
The notes to the financial statements are an integral part of this report.
7
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 11,378 | | $ | 8,793 | |
Net realized gain (loss) from investment securities | | (131,766 | ) | 110,970 | |
Change in net unrealized depreciation on investment securities | | (235,680 | ) | (75,199 | ) |
Net increase (decrease) in net assets resulting from operations | | (356,068 | ) | 44,564 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (8,637 | ) | (8,239 | ) |
Service Class | | (156 | ) | (253 | ) |
| | (8,793 | ) | (8,492 | ) |
From net realized gains: | | | | | |
Initial Class | | (109,017 | ) | (95,448 | ) |
Service Class | | (2,955 | ) | (3,522 | ) |
| | (111,972 | ) | (98,970 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 289,936 | | 98,197 | |
Service Class | | 8,086 | | 17,129 | |
| | 298,022 | | 115,326 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 117,654 | | 103,687 | |
Service Class | | 3,111 | | 3,775 | |
| | 120,765 | | 107,462 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (92,609 | ) | (335,255 | ) |
Service Class | | (16,525 | ) | (12,598 | ) |
| | (109,134 | ) | (347,853 | ) |
Net increase (decrease) in net assets from capital shares transactions | | 309,653 | | (125,065 | ) |
Net decrease in net assets | | (167,180 | ) | (187,963 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 894,505 | | 1,082,468 | |
End of year | | $ | 727,325 | | $ | 894,505 | |
Undistributed Net Investment Income | | $ | 11,377 | | $ | 8,792 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 17,571 | | 4,698 | |
Service Class | | 513 | | 815 | |
| | 18,084 | | 5,513 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 7,960 | | 5,498 | |
Service Class | | 210 | | 199 | |
| | 8,170 | | 5,697 | |
Shares redeemed: | | | | | |
Initial Class | | (6,262 | ) | (15,943 | ) |
Service Class | | (1,092 | ) | (615 | ) |
| | (7,354 | ) | (16,558 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | 19,269 | | (5,747 | ) |
Service Class | | (369 | ) | 399 | |
| | 18,900 | | (5,348 | ) |
The notes to the financial statements are an integral part of this report.
8
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 19.16 | | $ | 20.80 | | $ | 18.72 | | $ | 17.17 | | $ | 14.97 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.21 | | 0.20 | | 0.17 | | 0.13 | | 0.18 | |
Net realized and unrealized gain (loss) | | (6.18 | ) | 0.72 | | 2.91 | | 2.54 | | 2.47 | |
Total operations | | (5.97 | ) | 0.92 | | 3.08 | | 2.67 | | 2.65 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.15 | ) | (0.20 | ) | (0.10 | ) | (0.12 | ) | (0.16 | ) |
From net realized gains | | (1.95 | ) | (2.36 | ) | (0.90 | ) | (1.00 | ) | (0.29 | ) |
Total distributions | | (2.10 | ) | (2.56 | ) | (1.00 | ) | (1.12 | ) | (0.45 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 11.09 | | $ | 19.16 | | $ | 20.80 | | $ | 18.72 | | $ | 17.17 | |
Total Return(b) | | (33.89 | )% | 4.64 | % | 16.92 | % | 15.94 | % | 18.34 | % |
Net Assets End of Year (000’s) | | $ | 712,006 | | $ | 860,991 | | $ | 1,054,389 | | $ | 860,826 | | $ | 584,426 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.83 | % | 0.85 | % | 0.83 | % | 0.84 | % | 0.85 | % |
Net investment income, to average net assets | | 1.38 | % | 0.94 | % | 0.86 | % | 0.70 | % | 1.19 | % |
Portfolio turnover rate | | 85 | % | 67 | % | 60 | % | 69 | % | 132 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 19.21 | | $ | 20.87 | | $ | 18.81 | | $ | 17.27 | | $ | 15.06 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.17 | | 0.14 | | 0.13 | | 0.09 | | 0.15 | |
Net realized and unrealized gain (loss) | | (6.20 | ) | 0.73 | | 2.91 | | 2.57 | | 2.48 | |
Total operations | | (6.03 | ) | 0.87 | | 3.04 | | 2.66 | | 2.63 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.10 | ) | (0.17 | ) | (0.08 | ) | (0.12 | ) | (0.13 | ) |
From net realized gains | | (1.95 | ) | (2.36 | ) | (0.90 | ) | (1.00 | ) | (0.29 | ) |
Total distributions | | (2.05 | ) | (2.53 | ) | (0.98 | ) | (1.12 | ) | (0.42 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 11.13 | | $ | 19.21 | | $ | 20.87 | | $ | 18.81 | | $ | 17.27 | |
Total Return(b) | | (34.06 | )% | 4.35 | % | 16.62 | % | 15.73 | % | 18.00 | % |
Net Assets End of Year (000’s) | | $ | 15,319 | | $ | 33,514 | | $ | 28,079 | | $ | 14,908 | | $ | 3,189 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.08 | % | 1.10 | % | 1.08 | % | 1.09 | % | 1.10 | % |
Net investment income, to average net assets | | 1.06 | % | 0.70 | % | 0.64 | % | 0.49 | % | 0.97 | % |
Portfolio turnover rate | | 85 | % | 67 | % | 60 | % | 69 | % | 132 | % |
(a) | | Calculation is based on average number of shares outstanding. |
| | |
(b) | | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
9
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, BlackRock Large Cap Value also changed its name to Transamerica BlackRock Large Cap Value VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
There were no recaptured commissions during the year ended December 31, 2008.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street Bank & Trust Company (“State Street”) acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
Transamerica Asset Allocation-Conservative VP | | $ | 36,116 | | 4.97 | % |
| | | | | |
Transamerica Asset Allocation-Growth VP | | 107,269 | | 14.75 | |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 121,896 | | 16.76 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 285,636 | | 39.27 | |
| | | | | |
Total | | $ | 550,917 | | 75.75 | % |
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $250 million | | 0.80 | % |
Over $250 million up to $750 million | | 0.775 | % |
Over $750 million | | 0.75 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.00% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $30 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $2.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 913,656 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 711,938 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
The capital loss carryforwards are available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the periods listed:
Capital Loss Carryforwards | | Available Through | |
$ | 76 | | December 31, 2010 | |
$ | 49,075 | | December 31, 2016 | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 8,492 | |
Long-term Capital Gain | | 98,970 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 8,793 | |
Long-term Capital Gain | | 111,972 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 11,378 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (49,151 | ) |
Post October Capital Loss Deferral | | $ | (61,070 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (141,568 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica BlackRock Large Cap Value VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica BlackRock Large Cap Value VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $111,972 for the year ended December 31, 2008.
14
Transamerica Capital Guardian Global VP
(unaudited)
MARKET ENVIRONMENT
2008 was a watershed year. The financial crisis that began in a corner of the U.S. sub-prime mortgage market in early 2007 spread to every corner of financial markets and the global economy, leaving no country, industry or financial asset untouched. Stocks, corporate bonds, securitized debt, commodities and real estate all tumbled, destroying long-standing correlation assumptions among assets as investors turned to the safety of government bonds and gold.
Almost all developed markets suffered large losses. The Morgan Stanley Capital International World Index (“MSCIW”) declined 40.33% in U.S. dollar terms. Unlike previous bear markets, there was no place for investors to hide. The financials and materials sectors of the index declined by more than 50%; while consumer discretionary, information technology and industrial sectors — among the most sensitive to swings in the business cycle — declined by more than 40%.
Financials were at the heart of the economic and market turmoil. As banks struggled with mounting losses and deteriorating balance sheets and in turn cut off credit to the broader economy, policymakers were thrust into a battle to save the banking system from collapse. The U.S., U.K., Irish and German governments were among those to take large stakes in a number of commercial banks in exchange for capital injections, severely diluting the holdings of existing investors in the process. Energy and materials stocks also fell sharply as expectations for oil and commodities demand were revised lower in tandem with a marked slowdown in world growth.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Capital Guardian Global VP Initial Class returned (40.90)%. By comparison its benchmark, MSCIW, returned (40.33)%.
STRATEGY REVIEW
The portfolio’s returns were slightly below the benchmark in part due to our underestimating the economic downturn, which affected stock selection in several sectors. Among financials, the effective nationalization of two U.S. mortgage agencies, Fannie Mae and Freddie Mac, hurt portfolio returns. The Japanese financing company ORIX Corp. declined as it became more difficult for non-bank finance companies to obtain funding. Shares of French bank BNP Paribas and global insurance company ING Groep NV also fell sharply, hurting results. Some of the portfolio’s energy stocks led to lower returns, particularly Schlumberger, Ltd. and Suncor Energy, Inc. Schlumberger is one of the world’s top oil services companies, helping large companies maintain refineries and provide equipment to drill oil. Although shares fell following the drop in crude oil futures, we believe the company is well-positioned to weather the financial storm and is likely to emerge stronger in the longer term. On the other hand, several energy stocks were also among the large positive contributors to results, including U.S, coal producer Peabody Energy and Canadian oil and gas company EnCana Corp. In the materials sector, shares of building company Vulcan Materials also rose as investors hoped that huge infrastructure projects likely to be undertaken by the U.S. federal government would benefit construction-related companies. Among health care stocks, shares of ImClone Systems, Inc. rose on a bid from Eli Lilly and those of Genentech, Inc. benefited from a bid from French company Roche. Over the year, we shifted the portfolio to a more defensive stance as markets deteriorated. We reduced investments in the cyclical areas of energy and materials and increased our investments in health care and consumer staples, more defensive areas of the market. Among the healthcare stocks we purchased were Roche Holdings and Abbott Laboratories, companies that we believe have strong drug pipelines. Among materials stocks we reduced were Potash Corp. of Saskatchewan and Rio-Tinto.
David I. Fisher
Richard N. Havas
Nancy J. Kyle
Lionel M. Sauvage
Terry Berkemeier
Eric H. Stern
Rudolf M. Staehelin
Co-Portfolio Managers
Capital Guardian Trust Company
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
Initial Class | | (40.90 | )% | (2.58 | )% | 0.86 | % | 1.38 | % | 02/03/1998 | |
MSCI World (USD)* | | (40.33 | )% | 0.00 | % | (0.19 | )% | 1.61 | % | 02/03/1998 | |
Service Class | | (41.09 | )% | (2.83 | )% | N/A | | 2.54 | % | 05/01/2003 | |
NOTES
* The Morgan Stanley Capital International World (MSCI World (USD)) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Capital Guardian Global Portfolio, of the Endeavor Series Trust. Capital Guardian Trust Company has been the portfolio’s subadviser since October 9, 2000. Prior to that a different firm managed the portfolio and the performance set forth above prior to October 9, 2000 is attributable to that firm.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 652.18 | | 1.21 | % | $ | 5.03 | |
Hypothetical (b) | | 1,000.00 | | 1,019.05 | | 1.21 | | 6.14 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 651.10 | | 1.46 | | 6.06 | |
Hypothetical (b) | | 1,000.00 | | 1,017.80 | | 1.46 | | 7.41 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. Percentage breakdown of the Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
CONVERTIBLE PREFERRED STOCK (0.1%) | | | | | |
United States (0.1%) | | | | | |
Freeport-McMoRan Copper & Gold, Inc., 6.75% | | 1,600 | | $ | 76 | |
Total Convertible Preferred Stock (cost $59) | | | | 76 | |
| | | | | |
COMMON STOCKS (96.2%) | | | | | |
Australia (2.6%) | | | | | |
Amcor, Ltd. | | 30,404 | | 124 | |
Arrow Energy, Ltd. ‡ ^ | | 97,647 | | 185 | |
Billabong International, Ltd. | | 26,600 | | 146 | |
Macquarie Group, Ltd. ^ | | 3,643 | | 74 | |
Newcrest Mining, Ltd. | | 27,895 | | 664 | |
QBE Insurance Group, Ltd. ^ | | 38,304 | | 692 | |
Telstra Corp., Ltd. | | 109,000 | | 292 | |
Woodside Petroleum, Ltd. | | 5,600 | | 145 | |
Woolworths, Ltd. | | 23,538 | | 439 | |
Austria (0.1%) | | | | | |
Telekom Austria AG | | 10,600 | | 154 | |
Belgium (0.1%) | | | | | |
Anheuser - Bush InBev NV | | 4,509 | | 105 | |
Fortis ‡ | | 7,400 | | ¨ | |
Bermuda (0.4%) | | | | | |
Li & Fung, Ltd. | | 92,000 | | 159 | |
SeaDrill, Ltd. ^ | | 28,200 | | 230 | |
Brazil (0.2%) | | | | | |
Cia Vale do Rio Doce -Class B ADR | | 7,100 | | 76 | |
Petroleo Brasileiro SA -Class A ADR ^ | | 6,600 | | 135 | |
Canada (5.5%) | | | | | |
Barrick Gold Corp. | | 48,500 | | 1,783 | |
BCE, Inc. | | 18,200 | | 370 | |
Cameco Corp. | | 23,900 | | 407 | |
Canadian Natural Resources, Ltd. | | 16,800 | | 663 | |
EnCana Corp. | | 4,000 | | 185 | |
Inmet Mining Corp. | | 5,000 | | 77 | |
Ivanhoe Mines, Ltd. ‡ ^ | | 41,000 | | 109 | |
Potash Corp. of Saskatchewan | | 11,200 | | 812 | |
Power Corp. of Canada | | 8,200 | | 149 | |
Shoppers Drug Mart Corp. ^ | | 4,900 | | 191 | |
Suncor Energy, Inc. | | 41,700 | | 801 | |
Denmark (0.2%) | | | | | |
Genmab AS ‡ ^ | | 6,400 | | 248 | |
Egypt (0.0%) | | | | | |
Orascom Construction Industries Reg S GDR | | 1,000 | | 50 | |
France (8.0%) | | | | | |
Accor SA ^ | | 9,600 | | 473 | |
Air Liquide SA | | 2,900 | | 266 | |
AXA SA | | 20,806 | | 467 | |
BNP Paribas | | 16,030 | | 692 | |
Bouygues | | 24,148 | | 1,025 | |
Electricite de France EDF | | 4,500 | | 262 | |
Groupe Danone ^ | | 3,700 | | 224 | |
Lafarge SA ^ | | 4,800 | | 294 | |
L’Oreal SA | | 13,700 | | 1,196 | |
Michelin -Class B | | 3,800 | | 201 | |
Pernod-Ricard SA ^ | | 10,359 | | 770 | |
Rhodia SA ^ | | 11,700 | | 74 | |
Schneider Electric SA | | 2,500 | | 186 | |
Societe Generale | | 3,450 | | 175 | |
Total SA | | 10,800 | | 594 | |
Vallourec | | 3,432 | | 390 | |
Veolia Environnement | | 20,508 | | 647 | |
Vivendi | | 7,500 | | 245 | |
Germany (2.2%) | | | | | |
Allianz SE | | 6,600 | | 702 | |
Bayer AG | | 3,200 | | 186 | |
Bayerische Motoren Werke AG | | 13,700 | | 421 | |
Commerzbank AG ^ | | 14,900 | | 141 | |
Deutsche Boerse AG | | 2,290 | | 166 | |
Muenchener Rueckversicherungs AG | | 1,201 | | 186 | |
SAP AG ADR | | 3,500 | | 127 | |
SAP AG | | 11,600 | | 421 | |
Hong Kong (0.3%) | | | | | |
Link REIT | | 179,000 | | 298 | |
Ireland (1.0%) | | | | | |
CRH PLC | | 26,100 | | 671 | |
Ryanair Holdings PLC ADR ‡ ^ | | 10,400 | | 302 | |
Israel (0.5%) | | | | | |
Teva Pharmaceutical Industries, Ltd. ADR ^ | | 12,114 | | 516 | |
Japan (12.7%) | | | | | |
AEON Co., Ltd. ^ | | 29,400 | | 296 | |
Bank of Yokohama, Ltd. ^ | | 72,000 | | 425 | |
Bridgestone Corp. ^ | | 1,200 | | 18 | |
Canon, Inc. | | 7,200 | | 228 | |
Chiyoda Corp. ^ | | 46,000 | | 256 | |
Fanuc, Ltd. ^ | | 10,000 | | 717 | |
Japan Tobacco, Inc. | | 46 | | 152 | |
JGC Corp. | | 27,000 | | 404 | |
Keyence Corp. ^ | | 2,200 | | 452 | |
Mitsubishi Estate Co., Ltd. | | 14,000 | | 231 | |
Mitsui Sumitomo Insurance Group Holdings, Inc. | | 7,800 | | 248 | |
Murata Manufacturing Co., Ltd. ^ | | 3,500 | | 137 | |
Nintendo Co., Ltd. | | 4,800 | | 1,834 | |
Nippon Sheet Glass Co., Ltd. ^ | | 50,000 | | 166 | |
Nomura Holdings, Inc. ^ | | 42,600 | | 355 | |
NTT DoCoMo, Inc. | | 383 | | 754 | |
Oracle Corp. ^ | | 4,700 | | 203 | |
ORIX Corp. | | 3,810 | | 218 | |
Shimamura Co., Ltd. ^ | | 2,700 | | 208 | |
Shin-Etsu Chemical Co., Ltd. | | 6,200 | | 286 | |
SMC Corp. | | 5,600 | | 577 | |
Softbank Corp. ^ | | 74,700 | | 1,357 | |
Sumitomo Corp. ^ | | 17,300 | | 153 | |
Sumitomo Metal Industries, Ltd. | | 62,000 | | 153 | |
Sumitomo Mitsui Financial Group, Inc. ^ | | 88 | | 365 | |
Suzuki Motor Corp. | | 42,300 | | 591 | |
TDK Corp. ^ | | 4,100 | | 151 | |
Tokio Marine Holdings, Inc. | | 13,800 | | 409 | |
Tokyu Corp. | | 66,000 | | 333 | |
Trend Micro, Inc. ‡ | | 23,000 | | 808 | |
Yamada Denki Co., Ltd. | | 8,860 | | 619 | |
Yamato Holdings Co., Ltd. ^ | | 10,000 | | 131 | |
Korea, Republic of (0.1%) | | | | | |
Samsung Electronics Co., Ltd. | | 377 | | 138 | |
Mexico (2.1%) | | | | | |
America Movil SAB de CV - Class L ADR | | 18,615 | | 577 | |
Telefonos de Mexico SAB de CV -Class L ADR ^ | | 27,800 | | 582 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
4
| | Shares | | Value | |
Mexico (continued) | | | | | |
Telmex Internacional SAB de CV ADR ^ | | 15,000 | | $ | 170 | |
Wal-Mart de Mexico SAB de CV -Class V ^ | | 246,800 | | 659 | |
Netherlands (2.5%) | | | | | |
Koninklijke Ahold NV | | 81,700 | | 1,007 | |
Koninklijke KPN NV | | 49,700 | | 723 | |
Unilever NV | | 33,700 | | 817 | |
Netherlands Antilles (0.8%) | | | | | |
Schlumberger, Ltd. | | 17,600 | | 745 | |
Norway (0.3%) | | | | | |
Telenor ASA | | 46,500 | | 314 | |
Papua New Guinea (0.2%) | | | | | |
Oil Search, Ltd. | | 64,000 | | 210 | |
Russian Federation (0.0%) | | | | | |
Severstal Reg S GDR | | 17,200 | | 47 | |
Spain (0.9%) | | | | | |
Banco Bilbao Vizcaya Argentaria SA | | 58,400 | | 724 | |
Inditex SA ^ | | 5,700 | | 254 | |
Sweden (0.9%) | | | | | |
Telefonaktiebolaget LM Ericsson -Class B ^ | | 113,800 | | 887 | |
Telefonaktiebolaget LM Ericsson ADR ^ | | 3,400 | | 26 | |
Switzerland (5.9%) | | | | | |
ACE, Ltd. | | 3,600 | | 191 | |
Givaudan SA ^ | | 368 | | 291 | |
Holcim, Ltd. ^ | | 14,672 | | 849 | |
Julius Baer Holding AG | | 3,465 | | 134 | |
Nestle SA | | 21,018 | | 832 | |
Novartis AG | | 5,669 | | 284 | |
Roche Holding AG | | 20,514 | | 3,176 | |
Swisscom AG | | 987 | | 320 | |
Transocean, Ltd. ‡ | | 2,658 | | 126 | |
Taiwan (0.6%) | | | | | |
HON HAI Precision Industry Co., Ltd. Reg S GDR | | 34,500 | | 134 | |
HTC Corp. Reg S GDR | | 2,223 | | 89 | |
Taiwan Semiconductor Manufacturing Co., Ltd. ADR | | 47,113 | | 372 | |
United Kingdom (9.2%) | | | | | |
Arm Holdings PLC | | 137,600 | | 174 | |
BAE Systems PLC | | 119,700 | | 651 | |
BG Group PLC | | 19,300 | | 267 | |
BHP Billiton, Ltd. | | 14,147 | | 274 | |
BP PLC | | 109,269 | | 843 | |
HSBC Holdings PLC | | 17,100 | | 167 | |
Imperial Tobacco Group PLC | | 17,100 | | 457 | |
Royal Bank of Scotland PLC | | 82,355 | | 61 | |
Royal Dutch Shell PLC -Class A | | 75,068 | | 1,985 | |
Sabmiller PLC | | 120,500 | | 2,023 | |
Scottish & Southern Energy PLC | | 20,500 | | 361 | |
Smith & Nephew PLC | | 30,300 | | 193 | |
Smiths Group PLC | | 26,600 | | 342 | |
Tesco PLC | | 178,000 | | 927 | |
United Utilities Group PLC | | 23,000 | | 209 | |
Vodafone Group PLC | | 232,082 | | 475 | |
United States (38.9%) | | | | | |
Abbott Laboratories | | 23,300 | | 1,244 | |
Aflac, Inc. | | 8,000 | | 367 | |
Agilent Technologies, Inc. ‡ | | 11,000 | | 172 | |
Air Products & Chemicals, Inc. | | 5,700 | | 286 | |
Allegheny Technologies, Inc. ^ | | 15,200 | | 388 | |
Allergan, Inc. | | 19,800 | | 798 | |
Altria Group, Inc. | | 35,200 | | 530 | |
American Tower Corp. -Class A ‡ ^ | | 17,600 | | 516 | |
Apollo Group, Inc. -Class A ‡ ^ | | 4,900 | | 375 | |
Apple, Inc. ‡ ^ | | 5,050 | | 431 | |
AT&T, Inc. | | 46,800 | | 1,334 | |
Baker Hughes, Inc. ^ | | 3,100 | | 99 | |
Bank of America Corp. | | 6,500 | | 91 | |
Baxter International, Inc. | | 31,100 | | 1,667 | |
Berkshire Hathaway, Inc. -Class A ‡ | | 6 | | 580 | |
BorgWarner, Inc. ^ | | 8,280 | | 180 | |
Brocade Communications Systems, Inc. ‡ ^ | | 142,700 | | 400 | |
Cardinal Health, Inc. ^ | | 9,300 | | 320 | |
Celgene Corp. ‡ ^ | | 13,800 | | 763 | |
Cisco Systems, Inc. ‡ | | 42,000 | | 685 | |
Cliffs Natural Resources, Inc. | | 10,200 | | 261 | |
Comcast Corp. -Class A ^ | | 13,650 | | 230 | |
Costco Wholesale Corp. ^ | | 6,000 | | 315 | |
Danaher Corp. ^ | | 6,100 | | 345 | |
DaVita, Inc. ‡ | | 5,100 | | 253 | |
Delta Petroleum Corp. ‡ ^ | | 12,900 | | 61 | |
Edison International | | 5,600 | | 180 | |
Energizer Holdings, Inc. ‡ ^ | | 4,300 | | 233 | |
Exxon Mobil Corp. | | 6,700 | | 535 | |
FedEx Corp. ^ | | 3,900 | | 250 | |
Fluor Corp. ^ | | 21,400 | | 960 | |
Ford Motor Co. ‡ ^ | | 18,200 | | 42 | |
Genentech, Inc. ‡ | | 33,300 | | 2,761 | |
General Electric Co. ^ | | 57,500 | | 931 | |
Goldman Sachs Group, Inc. | | 16,340 | | 1,379 | |
Google, Inc. -Class A ‡ ^ | | 3,900 | | 1,200 | |
Hanesbrands, Inc. ‡ ^ | | 8,612 | | 110 | |
Hewlett-Packard Co. | | 6,500 | | 236 | |
Home Depot, Inc. | | 8,100 | | 187 | |
Hudson City Bancorp, Inc. ^ | | 40,900 | | 653 | |
Illinois Tool Works, Inc. ^ | | 20,100 | | 705 | |
Iron Mountain, Inc. ‡ ^ | | 10,000 | | 247 | |
Jabil Circuit, Inc. ^ | | 22,400 | | 151 | |
Johnson Controls, Inc. | | 15,700 | | 285 | |
JPMorgan Chase & Co. ^ | | 57,888 | | 1,825 | |
KLA-Tencor Corp. ^ | | 11,900 | | 259 | |
Kraft Foods, Inc. -Class A ^ | | 13,700 | | 368 | |
Las Vegas Sands Corp. ‡ ^ | | 16,100 | | 95 | |
Lowe’s Cos., Inc. | | 12,000 | | 258 | |
Medtronic, Inc. | | 8,500 | | 267 | |
Micron Technology, Inc. ‡ ^ | | 47,900 | | 127 | |
Microsoft Corp. | | 25,700 | | 500 | |
Monsanto Co. | | 8,100 | | 570 | |
MSCI, Inc. -Class A ‡ ^ | | 21,400 | | 380 | |
News Corp. -Class A | | 51,513 | | 468 | |
Nordstrom, Inc. ^ | | 11,000 | | 146 | |
Nucor Corp. ^ | | 3,800 | | 176 | |
Omnicom Group, Inc. | | 5,600 | | 151 | |
Paychex, Inc. ^ | | 24,700 | | 649 | |
PepsiCo, Inc. | | 16,400 | | 898 | |
Philip Morris International, Inc. | | 10,100 | | 440 | |
Progressive Corp. ^ | | 39,700 | | 588 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
5
| | Shares | | Value | |
United States (continued) | | | | | |
Qualcomm, Inc. | | 15,500 | | $ | 555 | |
SanDisk Corp. ‡ ^ | | 23,700 | | 227 | |
Sara Lee Corp. ^ | | 37,800 | | 370 | |
Southern Co. ^ | | 5,400 | | 200 | |
Sunpower Corp. -Class A ‡ | | 3,100 | | 115 | |
SunTrust Banks, Inc. ^ | | 1,900 | | 56 | |
Target Corp. ^ | | 38,600 | | 1,333 | |
Time Warner Cable, Inc. -Class A ‡ ^ | | 14,600 | | 313 | |
Time Warner Telecom, Inc. -Class A ‡ ^ | | 16,600 | | 141 | |
Time Warner, Inc. ^ | | 77,350 | | 778 | |
United Parcel Service, Inc. -Class B | | 14,000 | | 772 | |
United Technologies Corp. ^ | | 2,700 | | 145 | |
Visa, Inc. -Class A ^ | | 2,800 | | 147 | |
Vulcan Materials Co. ^ | | 8,700 | | 605 | |
Walt Disney Co. | | 33,900 | | 769 | |
Wells Fargo & Co. ^ | | 27,700 | | 817 | |
Yahoo, Inc. ‡ | | 16,100 | | 196 | |
Total Common Stocks (cost $126,083) | | | | 98,545 | |
| | | | | |
| | Principal | | | |
CONVERTIBLE BOND (0.1%) | | | | | |
United States (0.1%) | | | | | |
Ford Motor Co. | | | | | |
4.25%, 12/15/2036 | | $ | 577,000 | | 148 | |
Total Convertible Bond (cost $208) | | | | 148 | |
| | | | | |
REPURCHASE AGREEMENT (3.1%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $3,136 on 01/02/2009 à • | | 3,136 | | 3,136 | |
Total Repurchase Agreement (cost $3,136) | | | | 3,136 | |
| | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (10.2%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à | | 10,438,556 | | 10,439 | |
Total Securities Lending Collateral (cost $10,439) | | | | 10,439 | |
| | | | | |
Total Investment Securities (cost $139,925) # | | | | $ | 112,344 | |
| | | | | | | |
FORWARD FOREIGN CROSS CURRENCY CONTRACTS:
Bought/Sold | | Currency | | Amount | | Settlement Date | | Unrealized Appreciation (Depreciation) | |
Buy | | Japanese Yen | | 18,894 | | 1/9/2009 | | $ | 6 | |
Sell | | Canadian Dollar | | 258 | | 1/9/2009 | | (6 | ) |
Buy | | Japanese Yen | | 32,466 | | 1/29/2009 | | (2 | ) |
Sell | | Mexican Peso | | 4,788 | | 1/29/2009 | | 18 | |
Buy | | Japanese Yen | | 78,993 | | 1/29/2009 | | (14 | ) |
Sell | | Canadian Dollar | | 1,090 | | 1/29/2009 | | 3 | |
| | | | | | | | $ | 5 | |
The notes to the financial statements are an integral part of this report.
6
At December 31, 2008
(all amounts in thousands)
INVESTMENTS BY INDUSTRY (unaudited): | | Percentage of Total Investments | | Value | |
Oil, Gas & Consumable Fuels | | 6.2 | % | $ | 7,016 | |
Pharmaceuticals | | 5.7 | % | 6,395 | |
Insurance | | 4.1 | % | 4,577 | |
Diversified Telecommunication Services | | 3.9 | % | 4,400 | |
Metals & Mining | | 3.6 | % | 4,084 | |
Software | | 3.5 | % | 3,893 | |
Beverages | | 3.4 | % | 3,797 | |
Biotechnology | | 3.4 | % | 3,772 | |
Wireless Telecommunication Services | | 3.4 | % | 3,679 | |
Food & Staples Retailing | | 3.4 | % | 3,642 | |
Commercial Banks | | 3.3 | % | 3,623 | |
Media | | 2.7 | % | 2,954 | |
Machinery | | 2.4 | % | 2,734 | |
Construction & Engineering | | 2.4 | % | 2,693 | |
Food Products | | 2.4 | % | 2,611 | |
Chemicals | | 2.3 | % | 2,585 | |
Communications Equipment | | 2.3 | % | 2,554 | |
Diversified Financial Services | | 2.2 | % | 2,463 | |
Construction Materials | | 2.1 | % | 2,419 | |
Health Care Equipment & Supplies | | 1.9 | % | 2,128 | |
Capital Markets | | 1.7 | % | 1,942 | |
Tobacco | | 1.4 | % | 1,579 | |
Specialty Retail | | 1.3 | % | 1,527 | |
Multiline Retail | | 1.3 | % | 1,479 | |
Internet Software & Services | | 1.2 | % | 1,396 | |
Industrial Conglomerates | | 1.1 | % | 1,274 | |
Semiconductors & Semiconductor Equipment | | 1.1 | % | 1,205 | |
Automobiles | | 1.1 | % | 1,203 | |
Energy Equipment & Services | | 1.0 | % | 1,200 | |
Personal Products | | 1.0 | % | 1,195 | |
Air Freight & Logistics | | 1.0 | % | 1,153 | |
Electronic Equipment & Instruments | | 0.9 | % | 1,061 | |
Electric Utilities | | 0.9 | % | 1,003 | |
Computers & Peripherals | | 0.8 | % | 983 | |
Multi-Utilities | | 0.8 | % | 856 | |
Aerospace & Defense | | 0.7 | % | 796 | |
IT Services | | 0.7 | % | 796 | |
Auto Components | | 0.6 | % | 684 | |
Thrifts & Mortgage Finance | | 0.6 | % | 653 | |
Health Care Providers & Services | | 0.5 | % | 573 | |
Hotels, Restaurants & Leisure | | 0.5 | % | 568 | |
Diversified Consumer Services | | 0.3 | % | 375 | |
Road & Rail | | 0.3 | % | 333 | |
Airlines | | 0.3 | % | 302 | |
Electrical Equipment | | 0.3 | % | 301 | |
Real Estate Investment Trusts | | 0.3 | % | 298 | |
Textiles, Apparel & Luxury Goods | | 0.2 | % | 256 | |
Commercial Services & Supplies | | 0.2 | % | 247 | |
Household Products | | 0.2 | % | 233 | |
Real Estate Management & Development | | 0.2 | % | 231 | |
Office Electronics | | 0.2 | % | 228 | |
Consumer Finance | | 0.2 | % | 218 | |
Building Products | | 0.1 | % | 166 | |
Distributors | | 0.1 | % | 159 | |
Trading Companies & Distributors | | 0.1 | % | 153 | |
Containers & Packaging | | 0.1 | % | 124 | |
Investment Securities, at Value | | 87.9 | % | 98,769 | |
Short-Term Investments | | 12.1 | % | 13,575 | |
Total Investments | | 100.0 | % | $ | 112,344 | |
The notes to the financial statements are an integral part of this report.
7
NOTES TO SCHEDULE OF INVESTMENTS:
| | Interest rate shown reflects the yield at 12/31/2008. |
^ | | All or a portion of this security is on loan. The value of all securities on loan is $10,077. |
‡ | | Non-income producing security. |
¨ | | Value is less than $1. |
• | | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 01/29/2009, and with a market value plus accrued interest of $3,250. |
à | | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | | Aggregate cost for federal income tax purposes is $141,170. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $2,486 and $31,312, respectively. Net unrealized depreciation for tax purposes is $28,826. |
DEFINITIONS:
ADR | | American Depositary Receipt |
GDR | | Global Depositary Receipt |
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | | Other Financial Instruments* | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | | Level 1 | | Level 2 | | Level 3 | |
$ | 60,741 | | $ | 51,603 | | $ | — | | $ | 112,344 | | $ | — | | $ | 5 | | $ | — | |
| | | | | | | | | | | | | | | | | | | | |
*Other financial instruments are derivative instruments such as futures, forwards, and swap contracts, which are valued at the unrealized appreciation (depreciation) on the instrument.
The notes to the financial statements are an integral part of this report.
8
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $139,925) (including securities loaned of $10,077) | | $ | 112,344 | |
Cash | | 1 | |
Foreign currency (cost: $285) | | 287 | |
Receivables: | | | |
Investment securities sold | | 129 | |
Shares sold | | 48 | |
Interest | | 1 | |
Income from loaned securities | | 15 | |
Dividends | | 206 | |
Dividend reclaims | | 77 | |
Unrealized appreciation on forward foreign currency contracts | | 27 | |
| | 113,135 | |
Liabilities: | | | |
Investment securities purchased | | 172 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 13 | |
Management and advisory fees | | 93 | |
Distribution and service fees | | 2 | |
Administration fees | | 2 | |
Payable for collateral for securities on loan | | 10,439 | |
Unrealized depreciation on forward foreign currency contracts | | 22 | |
Other | | 59 | |
| | 10,802 | |
Net Assets | | $ | 102,333 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 215 | |
Additional paid-in capital | | 148,215 | |
Undistributed net investment income | | 1,055 | |
Accumulated net realized loss from investment securities and foreign currency transactions | | (19,566 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (27,581 | ) |
Translation of assets and liabilities denominated in foreign currencies | | (5 | ) |
Net Assets | | $ | 102,333 | |
Net Assets by Class: | | | |
Initial Class | | $ | 93,301 | |
Service Class | | 9,032 | |
Shares Outstanding: | | | |
Initial Class | | 19,604 | |
Service Class | | 1,905 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 4.76 | |
Service Class | | 4.74 | |
| | | | | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $248) | | $ | 3,610 | |
Interest | | 29 | |
Income from loaned securities-net | | 148 | |
| | 3,787 | |
Expenses: | | | |
Management and advisory fees | | 1,611 | |
Printing and shareholder reports | | 15 | |
Custody fees | | 130 | |
Administration fees | | 31 | |
Legal fees | | 6 | |
Audit fees | | 18 | |
Trustees fees | | 5 | |
Transfer agent fees | | 3 | |
Distribution and service fees: | | | |
Service Class | | 33 | |
Other | | 4 | |
Total expenses | | 1,856 | |
| | | |
Net Investment Income | | 1,931 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (18,676 | ) |
Foreign currency transactions | | (418 | ) |
| | (19,094 | ) |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (58,728 | ) |
Translation of assets and liabilities denominated in foreign currencies | | (65 | ) |
| | (58,793 | ) |
Net Realized and Unrealized Loss | | (77,887 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (75,956 | ) |
The notes to the financial statements are an integral part of this report.
9
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 1,931 | | $ | 1,699 | |
Net realized gain (loss) from investment securities and foreign currency transactions | | (19,094 | ) | 26,288 | |
Change in net unrealized depreciation on investment securities and foreign currency translation | | (58,793 | ) | (14,091 | ) |
Net increase (decrease) in net assets resulting from operations | | (75,956 | ) | 13,896 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (1,107 | ) | (1,764 | ) |
Service Class | | (76 | ) | (94 | ) |
| | (1,183 | ) | (1,858 | ) |
From net realized gains: | | | | | |
Initial Class | | (23,763 | ) | (17,744 | ) |
Service Class | | (2,369 | ) | (1,217 | ) |
| | (26,132 | ) | (18,961 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 7,946 | | 12,644 | |
Service Class | | 3,674 | | 5,481 | |
| | 11,620 | | 18,125 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 24,870 | | 19,508 | |
Service Class | | 2,445 | | 1,311 | |
| | 27,315 | | 20,819 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (38,526 | ) | (49,396 | ) |
Service Class | | (3,904 | ) | (2,739 | ) |
| | (42,430 | ) | (52,135 | ) |
Net decrease in net assets from capital shares transactions | | (3,495 | ) | (13,191 | ) |
Net decrease in net assets | | (106,766 | ) | (20,114 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 209,099 | | 229,213 | |
End of year | | $ | 102,333 | | $ | 209,099 | |
Undistributed Net Investment Income | | $ | 1,055 | | $ | 436 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 1,123 | | 1,213 | |
Service Class | | 478 | | 535 | |
| | 1,601 | | 1,748 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 3,674 | | 2,043 | |
Service Class | | 362 | | 137 | |
| | 4,036 | | 2,180 | |
Shares redeemed: | | | | | |
Initial Class | | (4,909 | ) | (4,731 | ) |
Service Class | | (563 | ) | (264 | ) |
| | (5,472 | ) | (4,995 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | (112 | ) | (1,475 | ) |
Service Class | | 277 | | 408 | |
| | 165 | | (1,067 | ) |
The notes to the financial statements are an integral part of this report.
10
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 9.80 | | $ | 10.23 | | $ | 13.69 | | $ | 12.88 | | $ | 11.66 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.10 | | 0.08 | | 0.11 | | 0.11 | | 0.08 | |
Net realized and unrealized gain (loss) | | (3.67 | ) | 0.53 | | 1.43 | | 1.17 | | 1.18 | |
Total operations | | (3.57 | ) | 0.61 | | 1.54 | | 1.28 | | 1.26 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.07 | ) | (0.09 | ) | (0.36 | ) | (0.06 | ) | (0.04 | ) |
From net realized gains | | (1.40 | ) | (0.95 | ) | (4.64 | ) | (0.41 | ) | — | |
Total distributions | | (1.47 | ) | (1.04 | ) | (5.00 | ) | (0.47 | ) | (0.04 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 4.76 | | $ | 9.80 | | $ | 10.23 | | $ | 13.69 | | $ | 12.88 | |
Total Return(b) | | (40.90 | )% | 6.31 | % | 14.32 | % | 10.18 | % | 10.88 | % |
Net Assets End of Year (000’s) | | $ | 93,301 | | $ | 193,197 | | $ | 216,762 | | $ | 210,441 | | $ | 409,831 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.17 | % | 1.14 | % | 1.14 | % | 1.10 | % | 1.10 | % |
Net investment income, to average net assets | | 1.27 | % | 0.78 | % | 0.91 | % | 0.86 | % | 0.65 | % |
Portfolio turnover rate | | 66 | % | 38 | % | 36 | % | 32 | % | 23 | % |
For a share outstanding throughout each period
| | Service Class Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 9.77 | | $ | 10.20 | | $ | 13.67 | | $ | 12.88 | | $ | 11.66 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.08 | | 0.05 | | 0.08 | | 0.07 | | 0.05 | |
Net realized and unrealized gain (loss) | | (3.66 | ) | 0.54 | | 1.43 | | 1.17 | | 1.18 | |
Total operations | | (3.58 | ) | 0.59 | | 1.51 | | 1.24 | | 1.23 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.05 | ) | (0.07 | ) | (0.34 | ) | (0.04 | ) | (0.01 | ) |
From net realized gains | | (1.40 | ) | (0.95 | ) | (4.64 | ) | (0.41 | ) | — | |
Total distributions | | (1.45 | ) | (1.02 | ) | (4.98 | ) | (0.45 | ) | (0.01 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 4.74 | | $ | 9.77 | | $ | 10.20 | | $ | 13.67 | | $ | 12.88 | |
Total Return(b) | | (41.09 | )% | 6.10 | % | 14.00 | % | 9.90 | % | 10.60 | % |
Net Assets End of Year (000’s) | | $ | 9,032 | | $ | 15,902 | | $ | 12,451 | | $ | 9,783 | | $ | 5,832 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.42 | % | 1.39 | % | 1.39 | % | 1.35 | % | 1.35 | % |
Net investment income, to average net assets | | 1.02 | % | 0.50 | % | 0.65 | % | 0.55 | % | 0.38 | % |
Portfolio turnover rate | | 66 | % | 38 | % | 36 | % | 32 | % | 23 | % |
(a) | Calculation is based on average number of shares outstanding. |
| |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
11
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Capital Guardian Global also changed its name to Transamerica Capital Guardian Global VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST. The Fund will be reorganized into Transamerica Templeton Global VP on May 1, 2009, subject to satisfaction of certain conditions, including approval by shareholders of the the Fund.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
12
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $6 are included in net realized loss in the Statement of Operations.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Real Estate Investment Trusts (“REITs”): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates.
Dividend income is recorded at management’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year end and may differ from the estimated amounts.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
Foreign currency denominated assets may involve risks not typically associated with domestic transactions. These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are settled a realized gain or loss is incurred. Risks may arise from changes in market value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts.
Open forward foreign currency contracts at December 31, 2008 are listed in the Schedule of Investments.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
13
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $125 million | | 1.05 | % |
Over $125 million up to $250 million | | 1.00 | % |
Over $250 million up to $400 million | | 0.90 | % |
Over $400 million up to $750 million | | 0.825 | % |
Over $750 million up to $1 billion | | 0.80 | % |
Over $1 billion up to $2 billion | | 0.75 | % |
Over $2 billion | | 0.70 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.32% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $4 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled less than $1.
14
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 101,184 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 129,315 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | (129 | ) |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | 129 | |
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
$ | 11,884 | | December 31, 2016 | |
| | | | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 4,083 | |
Long-term Capital Gain | | 16,736 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 2,782 | |
Long-term Capital Gain | | 24,533 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 1,114 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (11,884 | ) |
Post October Capital Loss Deferral | | $ | (6,437 | ) |
Post October Currency Loss Deferral | | $ | (55 | ) |
Net Unrealized Appreciation (Depreciation) | | $ | (28,835 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
15
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Capital Guardian Global VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Capital Guardian Global VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
16
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $24,533 for the year ended December 31, 2008.
17
Transamerica Capital Guardian U.S. Equity VP
(unaudited)
MARKET ENVIRONMENT
The U.S. market was the epicenter of the global collapse, as a cascade of events threatened to crumble its bulwarks. Credit evaporated, investment banks went bust and housing and consumer spending broke down, pushing automakers to the brink of collapse. Despite heavy intervention by the U.S. government, investors became increasingly alarmed and sought shelter from the storm, sending the Standard and Poor’s 500 Composite Stock Index (“S&P 500”) down 37.00%.
The year began cautiously as fallout from 2007’s sub-prime mortgage trouble rippled through the credit markets, causing the eventual collapse of collateralized debt obligations and leaving major financial institutions with massive amounts of untradeable bonds on their books. Though the government facilitated buyouts of many major banks and lenders, it essentially refused to come to the aid of Lehman Brothers. The firm was forced to file for bankruptcy, igniting fears of a complete collapse of the banking system.
By the end of September the carnage was substantial. All of the major independent investment banks had been taken over, gone under or had applied to become traditional bank-holding companies, and three major institutions, Freddie Mac, Fannie Mae and American International Group, Inc. were under the control of the government. Credit markets seized up; companies began having trouble rolling over their commercial paper; and cities were unable to market and sell municipal bonds.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Capital Guardian U.S. Equity VP Initial Class returned (40.36)%. By comparison its benchmark, the S&P 500, returned (37.00)%.
STRATEGY REVIEW
The portfolio underperformed the benchmark mainly due to stock selection in several sectors. We began the year with holdings in financials that we believed would come through the credit crunch able to grow and increase market share. However, we underestimated the severity of the credit crisis and the extent to which companies with strong balance sheets were vulnerable. Our selection of consumer discretionary and information technology companies also detracted from the portfolio’s performance. The overweight position and selection in health care added to returns, as did the choice of materials stocks.
Freddie Mac and Fannie Mae were among the largest drags on relative results, along with Lehman Brothers and Wachovia Corp. Yet other financial holdings, including Hudson City Bancorp, Inc. and Wells Fargo & Co., were among the top contributors to relative returns. The portfolio also benefited from not owning Citigroup, Inc. Elsewhere, ImClone Systems, Inc., which was bought by Eli Lilly, and Genentech, Inc., which received a bid from Roche, impacted results positively.
Today our individual stock selections say far more about our convictions than our sector weightings. Across industries, we have taken advantage of lower stock prices to invest in companies with strong balance sheets and free cash flow, and which we believe will survive this period and would be able to grow organically. These include biotechnology companies with strong pipelines, innovative technology companies with solid cash flows, and a selection of industrial companies with long-term cost advantages. We have been adding to investments in high-quality companies, viewing them as providing further downside protection and positioning the portfolio for a long-term recovery.
Terry Berkemeier
Jim Kang
Theodore R. Samuels
Eric H. Stern
Alan J. Wilson
Co-Portfolio Managers
Capital Guardian Trust Company
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
| | | | | | | | | |
Initial Class | | (40.36 | )% | (5.22 | )% | (3.03 | )% | 10/09/2000 | |
S&P 500* | | (37.00 | )% | (2.19 | )% | (3.55 | )% | 10/09/2000 | |
Service Class | | (40.48 | )% | (5.43 | )% | (0.77 | )% | 05/01/2003 | |
NOTES
* The Standard and Poor’s 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 692.58 | | 0.87 | % | $ | 3.70 | |
Hypothetical (b) | | 1,000.00 | | 1,020.76 | | 0.87 | | 4.42 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 692.89 | | 1.12 | | 4.77 | |
Hypothetical (b) | | 1,000.00 | | 1,019.51 | | 1.12 | | 5.69 | |
| | | | | | | | | | | | |
(a) | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days). |
| |
(b) | 5% return per year before expenses. |
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
CONVERTIBLE PREFERRED STOCK (0.3%) | | | | | |
Pharmaceuticals (0.3%) | | | | | |
Schering-Plough Corp., 6.00% ^ p | | 1,800 | | $ | 314 | |
Total Convertible Preferred Stock (cost $450) | | | | 314 | |
| | | | | |
COMMON STOCKS (96.7%) | | | | | |
Aerospace & Defense (1.1%) | | | | | |
United Technologies Corp. | | 20,800 | | 1,115 | |
Air Freight & Logistics (3.3%) | | | | | |
FedEx Corp. | | 5,700 | | 366 | |
United Parcel Service, Inc. -Class B ^ | | 52,800 | | 2,912 | |
Airlines (0.4%) | | | | | |
Southwest Airlines Co. ^ | | 46,500 | | 401 | |
Auto Components (0.2%) | | | | | |
Johnson Controls, Inc. ^ | | 12,000 | | 218 | |
Automobiles (0.5%) | | | | | |
Honda Motor Co., Ltd. ADR ^ | | 23,200 | | 495 | |
Beverages (3.1%) | | | | | |
Coca-Cola Co. ^ | | 10,000 | | 453 | |
PepsiCo, Inc. | | 49,400 | | 2,706 | |
Biotechnology (5.5%) | | | | | |
BioMarin Pharmaceutical, Inc. ‡ ^ | | 11,100 | | 198 | |
Celgene Corp. ‡ | | 43,400 | | 2,399 | |
Genentech, Inc. ‡ | | 30,100 | | 2,496 | |
Gilead Sciences, Inc. ‡ ^ | | 6,900 | | 353 | |
Capital Markets (2.4%) | | | | | |
Goldman Sachs Group, Inc. ^ | | 26,600 | | 2,245 | |
T. Rowe Price Group, Inc. ^ | | 4,700 | | 167 | |
Chemicals (1.4%) | | | | | |
Ecolab, Inc. | | 4,900 | | 172 | |
Monsanto Co. ^ | | 9,700 | | 682 | |
Potash Corp. of Saskatchewan | | 6,300 | | 461 | |
Commercial Banks (2.1%) | | | | | |
SunTrust Banks, Inc. ^ | | 2,000 | | 59 | |
Wells Fargo & Co. ^ | | 69,400 | | 2,046 | |
Commercial Services & Supplies (0.2%) | | | | | |
Iron Mountain, Inc. ‡ ^ | | 9,600 | | 237 | |
Communications Equipment (4.0%) | | | | | |
Brocade Communications Systems, Inc. ‡ | | 167,700 | | 470 | |
Cisco Systems, Inc. ‡ | | 110,400 | | 1,800 | |
Polycom, Inc. ‡ | | 26,300 | | 355 | |
Qualcomm, Inc. | | 35,200 | | 1,261 | |
Computers & Peripherals (2.0%) | | | | | |
Apple, Inc. ‡ | | 10,000 | | 854 | |
Dell, Inc. ‡ | | 23,200 | | 238 | |
Hewlett-Packard Co. | | 9,300 | | 337 | |
IBM Corp. | | 4,500 | | 379 | |
Netapp, Inc. ‡ ^ | | 21,300 | | 298 | |
Construction & Engineering (1.7%) | | | | | |
Fluor Corp. | | 33,200 | | 1,490 | |
Jacobs Engineering Group, Inc. ‡ ^ | | 3,300 | | 159 | |
Construction Materials (0.6%) | | | | | |
Vulcan Materials Co. ^ | | 8,600 | | 598 | |
Diversified Consumer Services (0.8%) | | | | | |
Apollo Group, Inc. -Class A ‡ ^ | | 10,400 | | 797 | |
Diversified Financial Services (2.6%) | | | | | |
Bank of America Corp. | | 9,100 | | 128 | |
JPMorgan Chase & Co. | | 79,404 | | 2,504 | |
Diversified Telecommunication Services (1.9%) | | | | | |
AT&T, Inc. | | 66,300 | | 1,890 | |
Electric Utilities (0.5%) | | | | | |
Allegheny Energy, Inc. | | 8,400 | | 284 | |
Edison International | | 5,900 | | 190 | |
Electrical Equipment (0.9%) | | | | | |
Emerson Electric Co. | | 10,200 | | 373 | |
First Solar, Inc. ‡ ^ | | 3,900 | | 538 | |
Electronic Equipment & Instruments (1.0%) | | | | | |
Agilent Technologies, Inc. ‡ | | 25,400 | | 397 | |
Flextronics International, Ltd. ‡ | | 57,200 | | 146 | |
Jabil Circuit, Inc. | | 78,100 | | 527 | |
Energy Equipment & Services (1.4%) | | | | | |
Baker Hughes, Inc. | | 7,500 | | 241 | |
Schlumberger, Ltd. | | 27,700 | | 1,173 | |
Food & Staples Retailing (1.1%) | | | | | |
Costco Wholesale Corp. | | 5,800 | | 305 | |
Wal-Mart Stores, Inc. | | 13,700 | | 768 | |
Food Products (4.4%) | | | | | |
Kraft Foods, Inc. -Class A ^ | | 89,450 | | 2,402 | |
Sara Lee Corp. | | 164,600 | | 1,611 | |
Unilever NV | | 18,000 | | 442 | |
Health Care Equipment & Supplies (2.8%) | | | | | |
Baxter International, Inc. | | 43,400 | | 2,326 | |
Medtronic, Inc. | | 16,300 | | 512 | |
Health Care Providers & Services (3.3%) | | | | | |
Aetna, Inc. | | 900 | | 26 | |
Cardinal Health, Inc. | | 30,300 | | 1,044 | |
DaVita, Inc. ‡ | | 32,100 | | 1,591 | |
Health Net, Inc. ‡ ^ | | 6,000 | | 65 | |
UnitedHealth Group, Inc. | | 21,400 | | 569 | |
Health Care Technology (0.7%) | | | | | |
Cerner Corp. ‡ ^ | | 17,000 | | 654 | |
Hotels, Restaurants & Leisure (1.0%) | | | | | |
Carnival Corp. ^ | | 21,600 | | 525 | |
Las Vegas Sands Corp. ‡ ^ | | 40,100 | | 238 | |
Wynn Resorts, Ltd. ‡ ^ | | 6,200 | | 262 | |
Household Products (0.4%) | | | | | |
Energizer Holdings, Inc. ‡ ^ | | 2,600 | | 141 | |
Kimberly-Clark Corp. | | 5,000 | | 264 | |
Industrial Conglomerates (2.7%) | | | | | |
General Electric Co. | | 169,000 | | 2,738 | |
Insurance (2.7%) | | | | | |
ACE, Ltd. | | 6,100 | | 323 | |
Aflac, Inc. ^ | | 13,900 | | 637 | |
Berkshire Hathaway, Inc. -Class A ‡ | | 8 | | 773 | |
Progressive Corp. ^ | | 54,200 | | 803 | |
RenaissanceRe Holdings, Ltd. | | 3,400 | | 175 | |
Internet Software & Services (3.8%) | | | | | |
eBay, Inc. ‡ | | 11,200 | | 156 | |
Google, Inc. -Class A ‡ | | 9,700 | | 2,984 | |
Yahoo, Inc. ‡ ^ | | 45,900 | | 560 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
4
| | Shares | | Value | |
IT Services (1.5%) | | | | | |
Cognizant Technology Solutions Corp. - Class A ‡ ^ | | 15,100 | | $ | 273 | |
Paychex, Inc. ^ | | 37,900 | | 996 | |
Visa, Inc. -Class A | | 3,500 | | 184 | |
Machinery (1.2%) | | | | | |
Danaher Corp. ^ | | 4,100 | | 232 | |
Illinois Tool Works, Inc. ^ | | 28,500 | | 999 | |
Media (4.7%) | | | | | |
CBS Corp. -Class B ^ | | 59,300 | | 486 | |
Comcast Corp. -Class A ^ | | 16,850 | | 284 | |
Gannett Co., Inc. ^ | | 28,000 | | 224 | |
Omnicom Group, Inc. | | 41,200 | | 1,109 | |
Time Warner Cable, Inc. -Class A ‡ ^ | | 31,100 | | 667 | |
Time Warner, Inc. | | 32,250 | | 324 | |
Viacom, Inc. -Class B ‡ ^ | | 16,150 | | 308 | |
Walt Disney Co. | | 56,100 | | 1,273 | |
Metals & Mining (3.2%) | | | | | |
Allegheny Technologies, Inc. ^ | | 24,800 | | 633 | |
Barrick Gold Corp. | | 46,800 | | 1,721 | |
Cliffs Natural Resources, Inc. ^ | | 10,000 | | 256 | |
Nucor Corp. ^ | | 13,500 | | 624 | |
Multiline Retail (2.8%) | | | | | |
Nordstrom, Inc. ^ | | 28,159 | | 375 | |
Target Corp. ^ | | 68,300 | | 2,358 | |
Oil, Gas & Consumable Fuels (5.4%) | | | | | |
Anadarko Petroleum Corp. | | 9,100 | | 351 | |
Chevron Corp. | | 14,219 | | 1,052 | |
ConocoPhillips | | 11,600 | | 601 | |
EOG Resources, Inc. | | 2,800 | | 186 | |
Exxon Mobil Corp. | | 12,800 | | 1,022 | |
Kinder Morgan Management LLC ‡ | | 4,903 | | 196 | |
Marathon Oil Corp. | | 45,000 | | 1,231 | |
Royal Dutch Shell PLC -Class B ADR ^ | | 16,880 | | 868 | |
Pharmaceuticals (5.5%) | | | | | |
Abbott Laboratories ^ | | 33,300 | | 1,777 | |
Allergan, Inc. | | 35,500 | | 1,431 | |
AstraZeneca PLC ADR ^ | | 13,900 | | 570 | |
Forest Laboratories, Inc. ‡ | | 18,700 | | 476 | |
Pfizer, Inc. | | 16,600 | | 294 | |
Sanofi-Aventis SA ADR | | 8,900 | | 286 | |
Teva Pharmaceutical Industries, Ltd. ADR ^ | | 14,800 | | 630 | |
Professional Services (0.3%) | | | | | |
Monster Worldwide, Inc. ‡ ^ | | 25,300 | | 306 | |
Road & Rail (0.3%) | | | | | |
Union Pacific Corp. | | 6,800 | | 325 | |
Semiconductors & Semiconductor Equipment (1.0%) | | | | | |
Intel Corp. | | 16,500 | | 242 | |
KLA-Tencor Corp. ^ | | 25,200 | | 549 | |
LAM Research Corp. ‡ ^ | | 7,100 | | 151 | |
Microchip Technology, Inc. ^ | | 10,300 | | 201 | |
Software (1.8%) | | | | | |
Adobe Systems, Inc. ‡ | | 16,300 | | 347 | |
Microsoft Corp. | | 45,600 | | 886 | |
Nintendo Co., Ltd. ADR | | 12,000 | | 573 | |
Specialty Retail (1.7%) | | | | | |
Best Buy Co., Inc. ^ | | 18,100 | | 509 | |
Home Depot, Inc. ^ | | 17,000 | | 391 | |
Lowe’s Cos., Inc. | | 28,600 | | 615 | |
Urban Outfitters, Inc. ‡ ^ | | 16,300 | | 244 | |
Textiles, Apparel & Luxury Goods (0.4%) | | | | | |
Hanesbrands, Inc. ‡ ^ | | 33,037 | | 421 | |
Thrifts & Mortgage Finance (1.8%) | | | | | |
Astoria Financial Corp. ^ | | 15,900 | | 262 | |
Hudson City Bancorp, Inc. | | 94,500 | | 1,508 | |
Tobacco (3.0%) | | | | | |
Altria Group, Inc. | | 56,400 | | 849 | |
Philip Morris International, Inc. | | 51,300 | | 2,232 | |
Water Utilities (0.5%) | | | | | |
American Water Works Co., Inc. ^ | | 23,800 | | 497 | |
Wireless Telecommunication Services (1.1%) | | | | | |
American Tower Corp. -Class A ‡ ^ | | 37,100 | | 1,088 | |
Total Common Stocks (cost $125,513) | | | | 96,995 | |
| | | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (3.0%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $2,960 on 01/02/2009 — à | | $ | 2,960 | | 2,960 | |
| | | | | |
Total Repurchase Agreement (cost $2,960) | | | | 2,960 | |
| | | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (6.1%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 6,104,919 | | 6,105 | |
Total Securities Lending Collateral (cost $6,105) | | | | 6,105 | |
| | | | | |
Total Investment Securities (cost $135,028) # | | | | $ | 106,374 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
5
At December 31, 2008
(all amounts in thousands)
NOTES TO SCHEDULE OF INVESTMENTS:
p | | Interest rate shown reflects the yield at 12/31/2008. |
^ | | All or a portion of this security is on loan. The value of all securities on loan is $5,947. |
‡ | | Non-income producing security. |
— | | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 01/29/2009, and with a market value plus accrued interest of $3,200. |
à | | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | | Aggregate cost for federal income tax purposes is $136,099. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $2,516 and $32,241, respectively. Net unrealized depreciation for tax purposes is $29,725. |
DEFINITIONS:
ADR | | American Depositary Receipt |
LLC | | Limited Liability Company |
PLC | | Public Limited Company |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 103,414 | | $ | 2,960 | | $ | — | | $ | 106,374 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
6
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $135,028) (including securities loaned of $5,947) | | $ | 106,374 | |
Receivables: | | | |
Shares sold | | 2 | |
Income from loaned securities | | 9 | |
Dividends | | 281 | |
| | 106,666 | |
Liabilities: | | | |
Investment securities purchased | | 26 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 135 | |
Management and advisory fees | | 70 | |
Distribution and service fees | | 1 | |
Administration fees | | 2 | |
Payable for collateral for securities on loan | | 6,105 | |
Other | | 32 | |
| | 6,371 | |
Net Assets | | $ | 100,295 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 213 | |
Additional paid-in capital | | 162,262 | |
Undistributed net investment income | | 1,799 | |
Accumulated net realized loss from investment securities | | (35,325 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (28,654 | ) |
Net Assets | | $ | 100,295 | |
Net Assets by Class: | | | |
Initial Class | | $ | 94,103 | |
Service Class | | 6,192 | |
Shares Outstanding: | | | |
Initial Class | | 19,963 | |
Service Class | | 1,314 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 4.71 | |
Service Class | | 4.71 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $19) | | $ | 2,957 | |
Interest | | 50 | |
Income from loaned securities-net | | 169 | |
| | 3,176 | |
Expenses: | | | |
Management and advisory fees | | 1,247 | |
Printing and shareholder reports | | 12 | |
Custody fees | | 28 | |
Administration fees | | 31 | |
Legal fees | | 6 | |
Audit fees | | 18 | |
Trustees fees | | 5 | |
Transfer agent fees | | 3 | |
Distribution and service fees: | | | |
Service Class | | 23 | |
Other | | 4 | |
Total expenses | | 1,377 | |
| | | |
Net Investment Income | | 1,799 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (34,699 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (42,250 | ) |
Net Realized and Unrealized Loss | | (76,949 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (75,150 | ) |
The notes to the financial statements are an integral part of this report.
7
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 1,799 | | $ | 1,873 | |
Net realized gain (loss) from investment securities | | (34,699 | ) | 32,672 | |
Change in net unrealized depreciation on investment securities | | (42,250 | ) | (33,078 | ) |
Net increase (decrease) in net assets resulting from operations | | (75,150 | ) | 1,467 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (1,784 | ) | (1,622 | ) |
Service Class | | (89 | ) | (56 | ) |
| | (1,873 | ) | (1,678 | ) |
From net realized gains: | | | | | |
Initial Class | | (30,708 | ) | (19,884 | ) |
Service Class | | (2,040 | ) | (1,011 | ) |
| | (32,748 | ) | (20,895 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 3,864 | | 6,813 | |
Service Class | | 1,391 | | 3,484 | |
| | 5,255 | | 10,297 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 32,492 | | 21,505 | |
Service Class | | 2,129 | | 1,068 | |
| | 34,621 | | 22,573 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (41,516 | ) | (55,170 | ) |
Service Class | | (2,505 | ) | (2,946 | ) |
| | (44,021 | ) | (58,116 | ) |
Net decrease in net assets from capital shares transactions | | (4,145 | ) | (25,246 | ) |
Net decrease in net assets | | (113,916 | ) | (46,352 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 214,211 | | 260,563 | |
End of year | | $ | 100,295 | | $ | 214,211 | |
Undistributed Net Investment Income | | $ | 1,799 | | $ | 1,873 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 525 | | 603 | |
Service Class | | 183 | | 314 | |
| | 708 | | 917 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 4,799 | | 2,029 | |
Service Class | | 315 | | 101 | |
| | 5,114 | | 2,130 | |
Shares redeemed: | | | | | |
Initial Class | | (5,298 | ) | (4,853 | ) |
Service Class | | (354 | ) | (261 | ) |
| | (5,652 | ) | (5,114 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | 26 | | (2,221 | ) |
Service Class | | 144 | | 154 | |
| | 170 | | (2,067) | |
The notes to the financial statements are an integral part of this report.
8
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 10.15 | | $ | 11.24 | | $ | 11.32 | | $ | 11.02 | | $ | 10.07 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.09 | | 0.09 | | 0.07 | | 0.06 | | 0.06 | |
Net realized and unrealized gain (loss) | | (3.60 | ) | (0.06 | ) | 1.00 | | 0.62 | | 0.92 | |
Total operations | | (3.51 | ) | 0.03 | | 1.07 | | 0.68 | | 0.98 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.11 | ) | (0.08 | ) | (0.07 | ) | (0.06 | ) | (0.03 | ) |
From net realized gains | | (1.82 | ) | (1.04 | ) | (1.08 | ) | (0.32 | ) | — | |
Total distributions | | (1.93 | ) | (1.12 | ) | (1.15 | ) | (0.38 | ) | (0.03 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 4.71 | | $ | 10.15 | | $ | 11.24 | | $ | 11.32 | | $ | 11.02 | |
Total Return(b) | | (40.36 | )% | (0.15 | )% | 10.11 | % | 6.31 | % | 9.77 | % |
Net Assets End of Year (000’s) | | $ | 94,103 | | $ | 202,356 | | $ | 249,151 | | $ | 254,860 | | $ | 266,915 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.87 | % | 0.86 | % | 0.86 | % | 0.89 | % | 0.90 | % |
Net investment income, to average net assets | | 1.17 | % | 0.78 | % | 0.66 | % | 0.55 | % | 0.57 | % |
Portfolio turnover rate | | 49 | % | 37 | % | 27 | % | 35 | % | 23 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 10.14 | | $ | 11.23 | | $ | 11.31 | | $ | 11.02 | | $ | 10.07 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.07 | | 0.06 | | 0.05 | | 0.03 | | 0.04 | |
Net realized and unrealized gain (loss) | | (3.60 | ) | (0.05 | ) | 0.99 | | 0.63 | | 0.92 | |
Total operations | | (3.53 | ) | 0.01 | | 1.04 | | 0.66 | | 0.96 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.08 | ) | (0.06 | ) | (0.04 | ) | (0.05 | ) | (0.01 | ) |
From net realized gains | | (1.82 | ) | (1.04 | ) | (1.08 | ) | (0.32 | ) | — | |
Total distributions | | (1.90 | ) | (1.10 | ) | (1.12 | ) | (0.37 | ) | (0.01 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 4.71 | | $ | 10.14 | | $ | 11.23 | | $ | 11.31 | | $ | 11.02 | |
Total Return(b) | | (40.48 | )% | (0.39 | )% | 9.87 | % | 6.06 | % | 9.49 | % |
Net Assets End of Year (000’s) | | $ | 6,192 | | $ | 11,855 | | $ | 11,412 | | $ | 9,753 | | $ | 8,120 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.12 | % | 1.11 | % | 1.11 | % | 1.14 | % | 1.15 | % |
Net investment income, to average net assets | | 0.93 | % | 0.53 | % | 0.40 | % | 0.29 | % | 0.38 | % |
Portfolio turnover rate | | 49 | % | 37 | % | 27 | % | 35 | % | 23 | % |
(a) Calculation is based on average number of shares outstanding.
(b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
The notes to the financial statements are an integral part of this report.
9
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Capital Guardian U.S. Equity also changed its name to Transamerica Capital Guardian U.S. Equity VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST. The Fund will reorganize into Transamerica Van Kampen Large Cap Core VP on May 1, 2009.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $14 are included in net realized loss in the Statement of Operations.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $500 million | | 0.80 | % |
Over $500 million up to $1 billion | | 0.775 | % |
Over $1 billion up to $2 billion | | 0.675 | % |
Over $2 billion | | 0.65 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.01% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $4 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled less than $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 75,590 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 113,146 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
$ | 31,049 | | December 31, 2016 | |
| | | | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 3,416 | |
Long-term Capital Gain | | 19,157 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 3,828 | |
Long-term Capital Gain | | 30,793 | |
| | | | |
12
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. (continued)
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 1,799 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (31,049 | ) |
Post October Capital Loss Deferral | | $ | (3,204 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (29,726 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
13
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Capital Guardian U.S. Equity VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Capital Guardian U.S. Equity VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
|
|
Tampa, Florida |
February 25, 2009 |
14
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $30,793 for the year ended December 31, 2008.
15
Transamerica Capital Guardian Value VP
(unaudited)
MARKET ENVIRONMENT
The U.S. was the epicenter of the global financial crisis as a cascade of events threatened to crumble its bulwarks. Credit evaporated, investment banks went bust and housing and consumer spending broke down, pushing automakers to the brink of collapse. Despite heavy intervention by the U.S. government, investors became increasingly alarmed and sought protection against the storm, sending the Russell 1000® Value Index (“Russell 1000® Value”) down 36.85%.
Investors began the year cautiously as fallout from 2007’s sub-prime mortgage trouble rippled through the credit markets, causing the eventual collapse of collateralized debt obligations and leaving major financial institutions with massive amounts of untradeable bonds on their books. Though the government facilitated buyouts of many major banks and lenders, in September it essentially refused to come to the aid of bond market heavyweight Lehman Brothers. The firm was forced to file for bankruptcy, igniting fears of a complete breakdown of the banking system.
By the end of September the carnage was substantial. All of the major independent investment banks had been taken over, gone under or had applied to become traditional bank holding companies, and Freddie Mac, Fannie Mae and American International Group, Inc. were under the control of the government.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Capital Guardian Value VP Initial Class returned (39.52)%. By comparison its benchmark, the Russell 1000® Value, returned (36.85)%.
STRATEGY REVIEW
The portfolio was hampered by stock selection in some sectors and underweight positions in others.
Stock selection in financials was the biggest drag on portfolio results. We began the year with holdings that we believed would come through the credit crunch with the ability to grow and increase their market share. However, we underestimated the severity of the credit crisis and the extent to which even companies with strong balance sheets were vulnerable. These included some of the biggest detractors to the portfolio’s returns: Washington Mutual, Inc., XL Capital, Ltd., Wachovia Corp. and Lehman Brothers. However, some of our biggest positive contributors also came from within the financials sector, including Wells Fargo & Co. and Hudson City Bancorp, Inc. The portfolio was underweight energy, particularly the integrated oil stocks such as Exxon Mobil Corp. This hampered returns as oil prices spiked and retreated. Our selection of consumer discretionary and consumer staples companies also detracted from the portfolio’s performance. The choice of materials stocks was positive, however, including our holding in Vulcan Materials Co.
Some of our largest purchases included Marathon Oil Corp. and Vulcan Materials Co. We reduced positions in JPMorgan Chase & Co. and Wells Fargo & Co., taking profits to redeploy in other areas, and in insurer Progressive Corp.
Today our individual stock selections say far more about our convictions than our sector weightings. Our portfolios contain companies we believe will benefit from the dislocations the current economic situation has created, as well as companies that we believe can endure an extended downturn. We have been focusing on high-quality companies with strong balance sheets and solid cash flow in order to provide downside protection and as a first step in positioning the portfolio for an economic upturn, which may take a while to emerge.
Gene Barron
Theodore R. Samuels
Todd S. James
Co-Portfolio Managers
Capital Guardian Trust Company
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (39.52 | )% | (3.66 | )% | (0.34 | )% | 5.53 | % | 05/27/1993 | |
Russell 1000 Value* | | (36.85 | )% | (0.79 | )% | 1.36 | % | 7.63 | % | 05/27/1993 | |
Service Class | | (39.68 | )% | (3.90 | )% | N/A | | 1.03 | % | 05/01/2003 | |
NOTES
* The Russell 1000® Value Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Capital Guardian Value Portfolio, of the Endeavor Series Trust. Capital Guardian Trust Company has been the portfolio’s sub-adviser since October 9, 2000. Prior to that a different firm managed the portfolio and the performance set forth above prior to October 9, 2000 is attributable to that firm.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 742.48 | | 0.85 | % | $ | 3.72 | |
Hypothetical (b) | | 1,000.00 | | 1,020.86 | | 0.85 | | 4.32 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 741.77 | | 1.10 | | 4.82 | |
Hypothetical (b) | | 1,000.00 | | 1,019.61 | | 1.10 | | 5.58 | |
| | | | | | | | | | | | |
(a) | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days). |
| |
(b) | 5% return per year before expenses. |
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
CONVERTIBLE PREFERRED STOCKS (1.8%) | | | | | |
Metals & Mining (0.9%) | | | | | |
Freeport-McMoRan Copper & Gold, Inc., 6.75% p | | 55,500 | | $ | 2,633 | |
Pharmaceuticals (0.9%) | | | | | |
Schering-Plough Corp., 6.00% ^ p | | 14,200 | | 2,478 | |
Total Convertible Preferred Stocks (cost $4,763) | | | | 5,111 | |
| | | | | |
COMMON STOCKS (94.9%) | | | | | |
Aerospace & Defense (2.8%) | | | | | |
United Technologies Corp. | | 148,600 | | 7,965 | |
Air Freight & Logistics (1.9%) | | | | | |
FedEx Corp. | | 35,700 | | 2,290 | |
United Parcel Service, Inc. -Class B ^ | | 55,400 | | 3,056 | |
Airlines (0.7%) | | | | | |
Southwest Airlines Co. | | 217,800 | | 1,877 | |
Automobiles (0.7%) | | | | | |
Harley-Davidson, Inc. ^ | | 117,900 | | 2,001 | |
Beverages (1.4%) | | | | | |
Coca-Cola Co. | | 74,900 | | 3,391 | |
PepsiCo, Inc. | | 11,200 | | 613 | |
Capital Markets (3.4%) | | | | | |
Goldman Sachs Group, Inc. | | 114,500 | | 9,663 | |
Commercial Banks (3.5%) | | | | | |
East-West Bancorp, Inc. ^ | | 66,700 | | 1,065 | |
SunTrust Banks, Inc. ^ | | 11,900 | | 352 | |
Wells Fargo & Co. ^ | | 288,500 | | 8,505 | |
Computers & Peripherals (1.0%) | | | | | |
Hewlett-Packard Co. | | 77,883 | | 2,826 | |
Construction Materials (1.8%) | | | | | |
Vulcan Materials Co. ^ | | 72,300 | | 5,031 | |
Diversified Financial Services (3.3%) | | | | | |
JPMorgan Chase & Co. ^ | | 299,540 | | 9,445 | |
Diversified Telecommunication Services (4.7%) | | | | | |
AT&T, Inc. | | 418,800 | | 11,936 | |
Verizon Communications, Inc. ^ | | 40,600 | | 1,376 | |
Electric Utilities (2.9%) | | | | | |
Edison International | | 118,600 | | 3,809 | |
Pinnacle West Capital Corp. ^ | | 73,500 | | 2,362 | |
Southern Co. ^ | | 61,800 | | 2,287 | |
Electrical Equipment (0.7%) | | | | | |
Emerson Electric Co. | | 54,100 | | 1,981 | |
Electronic Equipment & Instruments (1.2%) | | | | | |
Jabil Circuit, Inc. | | 523,000 | | 3,530 | |
Energy Equipment & Services (0.5%) | | | | | |
Transocean, Ltd. ‡ | | 32,090 | | 1,516 | |
Food Products (8.0%) | | | | | |
Kraft Foods, Inc. -Class A ^ | | 429,016 | | 11,519 | |
Sara Lee Corp. | | 739,610 | | 7,241 | |
Unilever NV ^ | | 175,900 | | 4,318 | |
Health Care Providers & Services (3.1%) | | | | | |
Aetna, Inc. | | 95,100 | | 2,710 | |
Cardinal Health, Inc. | | 99,800 | | 3,440 | |
DaVita, Inc. ‡ | | 56,000 | | 2,776 | |
Hotels, Restaurants & Leisure (1.3%) | | | | | |
Carnival Corp. ^ | | 155,800 | | 3,789 | |
Household Durables (0.1%) | | | | | |
Jarden Corp. ‡ ^ | | 33,400 | | 384 | |
Household Products (1.9%) | | | | | |
Clorox Co. | | 11,200 | | 622 | |
Energizer Holdings, Inc. ‡ ^ | | 23,000 | | 1,245 | |
Kimberly-Clark Corp. | | 68,400 | | 3,607 | |
Industrial Conglomerates (3.7%) | | | | | |
3M Co. | | 12,200 | | 702 | |
General Electric Co. | | 546,600 | | 8,855 | |
Tyco International, Ltd. | | 48,475 | | 1,047 | |
Insurance (2.3%) | | | | | |
ACE, Ltd. | | 45,900 | | 2,429 | |
Mercury General Corp. ^ | | 50,500 | | 2,323 | |
Progressive Corp. ^ | | 130,800 | | 1,937 | |
IT Services (0.6%) | | | | | |
Affiliated Computer Services, Inc. -Class A ‡ | | 36,600 | | 1,682 | |
Machinery (1.9%) | | | | | |
Illinois Tool Works, Inc. ^ | | 130,700 | | 4,581 | |
Parker Hannifin Corp. | | 18,686 | | 795 | |
Media (4.3%) | | | | | |
Comcast Corp. -Class A | | 95,200 | | 1,607 | |
Gannett Co., Inc. ^ | | 133,300 | | 1,066 | |
Time Warner Cable, Inc. -Class A ‡ ^ | | 144,100 | | 3,091 | |
Time Warner, Inc. | | 326,100 | | 3,281 | |
Viacom, Inc. -Class B ‡ ^ | | 107,900 | | 2,057 | |
Walt Disney Co. | | 53,800 | | 1,221 | |
Metals & Mining (5.1%) | | | | | |
Allegheny Technologies, Inc. ^ | | 148,500 | | 3,791 | |
Nucor Corp. ^ | | 234,000 | | 10,811 | |
Multiline Retail (1.3%) | | | | | |
Nordstrom, Inc. ^ | | 204,600 | | 2,723 | |
Target Corp. ^ | | 28,100 | | 970 | |
Multi-Utilities (0.9%) | | | | | |
CMS Energy Corp. ^ | | 253,900 | | 2,567 | |
Oil, Gas & Consumable Fuels (10.7%) | | | | | |
Chevron Corp. | | 79,300 | | 5,866 | |
ConocoPhillips | | 124,100 | | 6,428 | |
Exxon Mobil Corp. | | 28,166 | | 2,249 | |
Marathon Oil Corp. | | 260,000 | | 7,114 | |
Royal Dutch Shell PLC -Class A ADR | | 60,900 | | 3,224 | |
Royal Dutch Shell PLC -Class B ADR ^ | | 49,265 | | 2,534 | |
Spectra Energy Corp. ^ | | 114,500 | | 1,802 | |
Williams Cos., Inc. | | 110,600 | | 1,601 | |
Pharmaceuticals (5.8%) | | | | | |
AstraZeneca PLC ADR ^ | | 60,800 | | 2,495 | |
Merck & Co., Inc. | | 73,500 | | 2,234 | |
Pfizer, Inc. | | 310,400 | | 5,497 | |
Sanofi-Aventis SA ADR | | 200,000 | | 6,432 | |
Professional Services (0.7%) | | | | | |
Monster Worldwide, Inc. ‡ ^ | | 159,000 | | 1,922 | |
Semiconductors & Semiconductor Equipment (1.6%) | | | | | |
Intel Corp. ^ | | 124,300 | | 1,822 | |
KLA-Tencor Corp. ^ | | 130,800 | | 2,850 | |
Software (0.5%) | | | | | |
Nintendo Co., Ltd. ADR | | 29,400 | | 1,404 | |
Specialty Retail (1.5%) | | | | | |
Lowe’s Cos., Inc. | | 198,800 | | 4,278 | |
Thrifts & Mortgage Finance (3.5%) | | | | | |
Hudson City Bancorp, Inc. | | 626,700 | | 10,002 | |
Tobacco (4.2%) | | | | | |
Altria Group, Inc. | | 451,500 | | 6,800 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
4
| | Shares | | Value | |
Tobacco (continued) | | | | | |
Lorillard, Inc. | | 34,400 | | $ | 1,938 | |
Philip Morris International, Inc. | | 71,600 | | 3,115 | |
Water Utilities (1.4%) | | | | | |
American Water Works Co., Inc. ^ | | 195,100 | | 4,074 | |
Total Common Stocks (cost $357,848) | | | | 271,745 | |
| | | | | | |
| | Principal | | | |
CONVERTIBLE BOND (0.3%) | | | | | |
Ford Motor Co. | | | | | | |
4.25%, due 12/15/2036 | | $ | 3,047 | | 785 | |
Total Convertible Bond (cost $3,376) | | | | 785 | |
| | | | | |
REPURCHASE AGREEMENT (3.0%) | | | | | |
State Street Repurchase Agreement0.01%, dated 12/31/2008, to be repurchased at $8,525 on 01/02/2009 à · | | 8,525 | | 8,525 | |
Total Repurchase Agreement (cost $8,525) | | | | 8,525 | |
| | | | | | | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (6.9%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 19,911,235 | | 19,911 | |
| | | | | |
Total Securities Lending Collateral (cost $19,911) | | | | 19,911 | |
| | | | | |
Total Investment Securities (cost $394,423) # | | | | $ | 306,077 | |
| | | | | | |
NOTES TO THE SCHEDULE OF INVESTMENTS:
p | Interest rate shown reflects the yield at 12/31/2008. |
^ | All or a portion of this security is on loan. The value of all securities on loan is $19,401. |
‡ | Non-income producing security. |
· | Repurchase agreement is collateralized by U.S. Government Agency Obligations with interest rates ranging from 4.16% to 4.28%, maturity dates ranging between 03/01/2034 and 04/01/2034, and with a market values plus accrued interests of $8,695. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | Aggregate cost for federal income tax purposes is $402,286. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $5,147 and $101,356, respectively. Net unrealized depreciation for tax purposes is $96,209. |
DEFINITIONS:
ADR | American Depositary Receipt |
PLC | Public Limited Company |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 296,768 | | $ | 9,309 | | $ | — | | $ | 306,077 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $394,423) (including securities loaned of $19,401) | | $ | 306,077 | |
Receivables: | | | |
Shares sold | | 13 | |
Interest | | 6 | |
Income from loaned securities | | 33 | |
Dividends | | 911 | |
Dividend reclaims | | 1 | |
| | 307,041 | |
Liabilities: | | | |
Investment securities purchased | | 466 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 126 | |
Management and advisory fees | | 199 | |
Distribution and service fees | | 3 | |
Administration fees | | 5 | |
Payable for collateral for securities on loan | | 19,911 | |
Other | | 54 | |
| | 20,764 | |
Net Assets | | $ | 286,277 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 303 | |
Additional paid-in capital | | 617,862 | |
Undistributed net investment income | | 18,184 | |
Accumulated net realized loss from investment securities | | (261,726 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (88,346 | ) |
Net Assets | | $ | 286,277 | |
Net Assets by Class: | | | |
Initial Class | | $ | 273,217 | |
Service Class | | 13,060 | |
Shares Outstanding: | | | |
Initial Class | | 28,881 | |
Service Class | | 1,371 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 9.46 | |
Service Class | | 9.52 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $201) | | $ | 22,070 | |
Interest | | 577 | |
Income from loaned securities-net | | 1,260 | |
| | 23,907 | |
Expenses: | | | |
Management and advisory fees | | 5,306 | |
Printing and shareholder reports | | 49 | |
Custody fees | | 78 | |
Administration fees | | 134 | |
Legal fees | | 29 | |
Audit fees | | 19 | |
Trustees fees | | 20 | |
Transfer agent fees | | 10 | |
Distribution and service fees: | | | |
Service Class | | 57 | |
Other | | 16 | |
Total expenses | | 5,718 | |
| | | |
Net Investment Income | | 18,189 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (260,034 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (52,405 | ) |
Net Realized and Unrealized Loss | | (312,439 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (294,250 | ) |
The notes to the financial statements are an integral part of this report.
6
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 18,189 | | $ | 22,689 | |
Net realized gain (loss) from investment securities | | (260,034 | ) | 78,095 | |
Change in net unrealized depreciation on investment securities | | (52,405 | ) | (166,400 | ) |
Net decrease in net assets resulting from operations | | (294,250 | ) | (65,616 | ) |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (22,009 | ) | (11,667 | ) |
Service Class | | (593 | ) | (318 | ) |
| | (22,602 | ) | (11,985 | ) |
From net realized gains: | | | | | |
Initial Class | | (77,475 | ) | (72,187 | ) |
Service Class | | (2,403 | ) | (2,397 | ) |
| | (79,878 | ) | (74,584 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 6,177 | | 366,816 | |
Service Class | | 3,839 | | 9,749 | |
| | 10,016 | | 376,565 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 99,484 | | 83,854 | |
Service Class | | 2,996 | | 2,715 | |
| | 102,480 | | 86,569 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (396,726 | ) | (150,771 | ) |
Service Class | | (11,780 | ) | (10,844 | ) |
| | (408,506 | ) | (161,615 | ) |
Net increase (decrease) in net assets from capital shares transactions | | (296,010 | ) | 301,519 | |
Net increase (decrease) in net assets | | (692,740 | ) | 149,334 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 979,017 | | 829,683 | |
End of year | | $ | 286,277 | | $ | 979,017 | |
Undistributed Net Investment Income | | $ | 18,184 | | $ | 22,648 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 426 | | 17,236 | |
Service Class | | 255 | | 460 | |
| | 681 | | 17,696 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 7,791 | | 4,176 | |
Service Class | | 233 | | 134 | |
| | 8,024 | | 4,310 | |
Shares redeemed: | | | | | |
Initial Class | | (30,985 | ) | (7,143 | ) |
Service Class | | (846 | ) | (521 | ) |
| | (31,831 | ) | (7,664 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | (22,768 | ) | 14,269 | |
Service Class | | (358 | ) | 73 | |
| | (23,126 | ) | 14,342 | |
The notes to the financial statements are an integral part of this report.
7
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 18.34 | | $ | 21.25 | | $ | 20.57 | | $ | 20.27 | | $ | 17.56 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.40 | | 0.44 | | 0.34 | | 0.29 | | 0.25 | |
Net realized and unrealized gain (loss) | | (7.08 | ) | (1.63 | ) | 2.82 | | 1.22 | | 2.65 | |
Total operations | | (6.68 | ) | (1.19 | ) | 3.16 | | 1.51 | | 2.90 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.48 | ) | (0.24 | ) | (0.34 | ) | (0.20 | ) | (0.19 | ) |
From net realized gains | | (1.72 | ) | (1.48 | ) | (2.14 | ) | (1.01 | ) | — | |
Total distributions | | (2.20 | ) | (1.72 | ) | (2.48 | ) | (1.21 | ) | (0.19 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 9.46 | | $ | 18.34 | | $ | 21.25 | | $ | 20.57 | | $ | 20.27 | |
Total Return(b) | | (39.52 | )% | (6.28 | )% | 16.50 | % | 7.71 | % | 16.70 | % |
Net Assets End of Year (000’s) | | $ | 273,217 | | $ | 947,185 | | $ | 794,352 | | $ | 721,176 | | $ | 774,182 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.85 | % | 0.82 | % | 0.84 | % | 0.85 | % | 0.86 | % |
Net investment income, to average net assets | | 2.72 | % | 2.11 | % | 1.59 | % | 1.43 | % | 1.35 | % |
Portfolio turnover rate | | 49 | % | 43 | % | 40 | % | 35 | % | 32 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 18.41 | | $ | 21.34 | | $ | 20.66 | | $ | 20.37 | | $ | 17.65 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.37 | | 0.39 | | 0.30 | | 0.24 | | 0.21 | |
Net realized and unrealized gain (loss) | | (7.12 | ) | (1.64 | ) | 2.82 | | 1.23 | | 2.66 | |
Total operations | | (6.75 | ) | (1.25 | ) | 3.12 | | 1.47 | | 2.87 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.42 | ) | (0.20 | ) | (0.30 | ) | (0.17 | ) | (0.15 | ) |
From net realized gains | | (1.72 | ) | (1.48 | ) | (2.14 | ) | (1.01 | ) | — | |
Total distributions | | (2.14 | ) | (1.68 | ) | (2.44 | ) | (1.18 | ) | (0.15 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 9.52 | | $ | 18.41 | | $ | 21.34 | | $ | 20.66 | | $ | 20.37 | |
Total Return(b) | | (39.68 | )% | (6.54 | )% | 16.20 | % | 7.50 | % | 16.39 | % |
Net Assets End of Year (000’s) | | $ | 13,060 | | $ | 31,832 | | $ | 35,331 | | $ | 23,622 | | $ | 16,961 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.10 | % | 1.07 | % | 1.09 | % | 1.10 | % | 1.11 | % |
Net investment income, to average net assets | | 2.50 | % | 1.85 | % | 1.38 | % | 1.18 | % | 1.11 | % |
Portfolio turnover rate | | 49 | % | 43 | % | 40 | % | 35 | % | 32 | % |
(a) Calculation is based on average number of shares outstanding.
(b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
The notes to the financial statements are an integral part of this report.
8
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Capital Guardian Value also changed its name to Transamerica Capital Guardian Value VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $53 are included in net realized loss in the Statement of Operations.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1.–(continued)
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
Transamerica Asset Allocation-Conservative VP | | $ | 7,288 | | 2.54 | % |
| | | | | |
Transamerica Asset Allocation-Growth VP | | 12,852 | | 4.49 | |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 21,088 | | 7.37 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 50,951 | | 17.80 | |
| | | | | |
Total | | $ | 92,179 | | 32.20 | % |
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $500 million | | 0.80 | % |
Over $500 million to $1 billion | | 0.775 | % |
Over $1 billion to $2 billion | | 0.65 | % |
Over $2 billion | | 0.625 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.87% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2.–(continued)
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $12 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 320,414 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 696,983 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4.–(continued)
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | (51 | ) |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | 51 | |
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
$ | 231,562 | | December 31, 2016 | |
| | | | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 21,805 | |
Long-term Capital Gain | | 64,764 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 49,508 | |
Long-term Capital Gain | | 52,972 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 18,182 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (231,562 | ) |
Post October Capital Loss Deferral | | $ | (22,300 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (96,208 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
NOTE 6. SUBSEQUENT EVENT (unaudited)
On January 22, 2009 the Trustees of the Fund approved a reorganization into Transamerica BlackRock Large Cap Value VP. This reorganization will occur in the 3rd quarter of 2009.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Capital Guardian Value VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Capital Guardian Value VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $52,972 for the year ended December 31, 2008.
14
Transamerica Clarion Global Real Estate Securities VP
(unaudited)
MARKET ENVIRONMENT
Real estate stock investors endured a very tough year. Despite a sizeable rally in December, real estate stocks suffered their worst year ever as equity markets around the world plunged in 2008. Listed property stocks sold off as the credit crisis spread and the global economy slid into recession. Developed economies slowed at their greatest rate in over 25 years and it is now widely anticipated that many of the world’s largest economies will be in recession in 2009. In response to this gloomy sequence of events, investors fled all but the safest investments.
There were no safe havens in 2008. Real estate stocks declined in all regions during the year. The slide started early in the year for real estate stocks of Asia and Europe. U.S. Real Estate Investment Trusts (“REITs”) were up slightly through the first nine months of the year but fell sharply in October and November and finished only slightly better than other regions for the year.
Though it may be small comfort given the magnitude of the absolute returns, we were able to outperform the benchmark for the year by a meaningful amount through a combination of stock selection and asset allocation decisions. Approximately half of our relative outperformance during the year came from good stock selection across all regions. Each of our regional analyst teams delivered significant value, driven by their fundamental research. The balance of the outperformance came from asset allocation. A timely rotation at the start of the year to overweight the U.S., primarily with proceeds from a sell-down of holdings in Asia, helped in 2008. Also, our country selection in Europe was a strong contributor, especially our underweights of Austria, Germany, Spain and Italy and overweights of France and the Netherlands. An underweighting of Japan was a significant drag from asset allocation as the strengthening yen helped Japanese real estate stocks outperform for the year.
PEFORMANCE
For the year ended December 31, 2008, Transamerica Clarion Global Real Estate Securities VP Initial Class returned (42.38)%. By comparison its benchmark, S&P Developed Property Index (formerly S&P/Citigroup World Property Index) (“S&P Developed Property”), returned (47.60)%.
STRATEGY REVIEW
Transamerica Clarion Global Real Estate Securities VP offers a global strategy for real estate securities investors in the U.S. The portfolio generally owns between 80-110 real estate stocks with the goal of outperforming the S&P Developed Property. The portfolio seeks to own attractively priced stocks that own property in markets with favorable underlying real estate fundamentals. The global universe of public real estate companies is approximately three times the size of the U.S. public company universe, which offers additional choices and diversification opportunities to the manager.
Underlying real estate values have fallen by approximately 30% from peak levels nearly two years ago. We estimate that property companies trade at a 10% to 15% discount to inherent underlying private market value. Additionally, average dividend yield of a global property stock strategy remains at approximately 6%, even after taking into account a fair number of dividend cuts as company management teams make an effort to preserve capital in a capital markets environment where capital remains scarce and expensive. The income via dividend yield of a global property stock strategy remains at wide spreads to the yield on government bonds and near long-term average spreads versus corporate bonds.
We continue to position the portfolio conservatively with a focus on companies with strong balance sheets (including manageable near-term debt maturities), earnings stability, and top-quality management with proven discipline and value creation abilities.
In North America, we believe property companies will successfully manage through the economic downturn. In the Asia-Pacific region, we have grown more constructive or “less negative,” not only in Australia but with the larger, better-capitalized real estate companies in Japan and Hong Kong based on a combination of attractive valuations and the prospects for the Asia-Pacific region to generate higher levels of economic growth over the intermediate to longer term versus Western economies. We continue to be cautious with respect to property companies in Europe, including the United Kingdom (“UK”), which are still undergoing the bottoming out process of downward earnings revisions.
T. Ritson Ferguson, CFA
Joseph P. Smith, CFA
Steven D. Burton, CFA
Co-Portfolio Managers
ING Clarion Real Estate Securities, L.P.
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (42.38 | )% | 2.89 | % | 8.42 | % | 6.25 | % | 05/01/1998 | |
S&P Developed Property Index* | | (47.60 | )% | 1.34 | % | 6.45 | % | 4.73 | % | 05/01/1998 | |
Service Class | | (42.49 | )% | 2.64 | % | N/A | | 7.01 | % | 05/01/2003 | |
NOTES
* The Standard & Poor’s Developed Property (S&P Developed Property) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
Risks associated with real estate securities include fluctuations in the value of real estate, extended vacancies and uninsured damage losses from natural disasters. Global investing involves special risks including fluctuations, political instability and different financial accounting standards. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 655.67 | | 0.88 | % | $ | 3.66 | |
Hypothetical (b) | | 1,000.00 | | 1,020.71 | | 0.88 | | 4.47 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 655.15 | | 1.13 | | 4.70 | |
Hypothetical (b) | | 1,000.00 | | 1,019.46 | | 1.13 | | 5.74 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Region
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by region of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (97.4%) | | | | | |
Australia (8.9%) | | | | | |
CFS Retail Property Trust REIT ^ | | 1,725,200 | | $ | 2,268 | |
Dexus Property Group REIT | | 6,911,591 | | 3,958 | |
Goodman Group REIT ^ | | 4,591,853 | | 2,365 | |
GPT Group REIT | | 3,163,901 | | 2,063 | |
Mirvac Group REIT ^ | | 2,131,542 | | 1,908 | |
Stockland REIT | | 739,200 | | 2,103 | |
Westfield Group REIT | | 1,859,618 | | 16,882 | |
Bermuda (0.8%) | | | | | |
Hongkong Land Holdings, Ltd. | | 761,100 | | 1,898 | |
Kerry Properties, Ltd. | | 407,285 | | 1,096 | |
Brazil (0.2%) | | | | | |
BR Malls Participacoes SA ‡ | | 186,400 | | 727 | |
Canada (1.8%) | | | | | |
Brookfield Properties Corp. | | 96,050 | | 742 | |
Calloway -144A REIT ‡ | | 113,200 | | 1,043 | |
Canadian REIT | | 81,100 | | 1,483 | |
RioCan REIT | | 283,000 | | 3,131 | |
Finland (0.1%) | | | | | |
Citycon OYJ ‡ | | 121,563 | | 290 | |
France (5.7%) | | | | | |
Icade Npv REIT | | 2,276 | | 189 | |
Mercialys SA REIT ^ | | 130,022 | | 4,106 | |
SILIC REIT ^ | | 14,020 | | 1,310 | |
Unibail-Rodamco REIT | | 98,758 | | 14,754 | |
Germany (0.7%) | | | | | |
Deutsche Euroshop AG ^ | | 73,840 | | 2,512 | |
Hong Kong (12.3%) | | | | | |
Cheung Kong Holdings, Ltd. | | 1,342,300 | | 12,804 | |
Hang Lung Group, Ltd. | | 741,652 | | 2,266 | |
Hang Lung Properties, Ltd. | | 1,851,300 | | 4,065 | |
Henderson Land Development Co., Ltd. | | 522,000 | | 1,952 | |
Hysan Development Co., Ltd. | | 634,600 | | 1,032 | |
Link REIT | | 2,860,700 | | 4,759 | |
Sino Land Co. | | 2,520,800 | | 2,640 | |
Sun Hung KAI Properties, Ltd. | | 1,366,755 | | 11,501 | |
Wharf Holdings, Ltd. | | 970,725 | | 2,687 | |
Japan (18.2%) | | | | | |
AEON Mall Co., Ltd. | | 69,600 | | 1,345 | |
Daito Trust Construction Co., Ltd. | | 72,300 | | 3,795 | |
Frontier Real Estate Investment Corp. REIT | | 124 | | 687 | |
Japan Logistics Fund, Inc. -Class A REIT | | 193 | | 1,172 | |
Japan Real Estate Investment Corp. -Class A REIT | | 870 | | 7,772 | |
Japan Retail Fund Investment Corp. -Class A REIT | | 231 | | 998 | |
Mitsubishi Estate Co., Ltd. | | 1,156,100 | | 19,097 | |
Mitsui Fudosan Co., Ltd. | | 810,300 | | 13,510 | |
Nippon Accommodations Fund, Inc. -Class A REIT | | 118 | | 505 | |
Nippon Building Fund, Inc. -Class A REIT | | 764 | | 8,397 | |
NTT Urban Development Corp. ^ | | 823 | | 891 | |
ORIX Jreit, Inc. -Class A REIT | | 19 | | 90 | |
Sumitomo Realty & Development Co., Ltd. | | 408,300 | | 6,138 | |
Tokyu REIT, Inc. REIT | | 29 | | 180 | |
United Urban Investment Corp. -Class A REIT | | 21 | | 83 | |
| | | | | |
| | | | | |
Eurocommercial Properties NV REIT ^ | | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
CapitaMall Trust REIT ‡ ^ | | | | | |
Starhill Global -Class Trabajo share REIT ‡ | | | | | |
| | | | | |
| | | | | |
Hufvudstaden AB -Class A ^ | | | | | |
| | | | | |
PSP Swiss Property AG ‡ ^ | | | | | |
| | | | | |
British Land Co. PLC REIT | | | | | |
Derwent London PLC REIT ^ | | | | | |
Great Portland Estates PLC REIT ^ | | | | | |
| | | | | |
Land Securities Group PLC REIT | | | | | |
Liberty International PLC REIT ^ | | | | | |
| | | | | |
| | | | | |
Acadia Realty Trust REIT ^ | | | | | |
Alexandria Real Estate Equities, Inc. REIT ^ | | | | | |
AMB Property Corp. REIT ^ | | | | | |
AvalonBay Communities, Inc. REIT ^ | | | | | |
BioMed Realty Trust, Inc. REIT ^ | | | | | |
Boston Properties, Inc. REIT ^ | | | | | |
BRE Properties, Inc. -Class A REIT ^ | | | | | |
Corporate Office Properties Trust SBI REIT | | | | | |
Digital Realty Trust, Inc. REIT ^ | | | | | |
Douglas Emmett, Inc. REIT ^ | | | | | |
Equity Residential REIT ^ | | | | | |
Essex Property Trust, Inc. REIT ^ | | | | | |
Extra Space Storage, Inc. REIT ^ | | | | | |
Federal Realty Investment Trust REIT ^ | | | | | |
Health Care Property Investors, Inc. REIT | | | | | |
| | | | | |
Highwoods Properties, Inc. REIT ^ | | | | | |
Home Properties, Inc. REIT ^ | | | | | |
Hospitality Properties Trust REIT ^ | | | | | |
Host Hotels & Resorts, Inc. REIT ^ | | | | | |
Kimco Realty Corp. REIT ^ | | | | | |
LaSalle Hotel Properties REIT ^ | | | | | |
Liberty Property Trust REIT | | | | | |
| | | | | |
Nationwide Health Properties, Inc. REIT ^ | | | | | |
Omega Healthcare Investors, Inc. REIT ^ | | | | | |
| | | | | |
Public Storage, Inc. REIT | | | | | |
Regency Centers Corp. REIT ^ | | | | | |
Simon Property Group, Inc. REIT ^ | | | | | |
SL Green Realty Corp. REIT ^ | | | | | |
Tanger Factory Outlet Centers REIT ^ | | | | | |
Taubman Centers, Inc. REIT ^ | | | | | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
4
| | Shares | | Value | |
United States (continued) | | | | | |
UDR, Inc. REIT ^ | | 228,800 | | $ | 3,155 | |
Ventas, Inc. REIT ^ | | 258,200 | | 8,668 | |
Vornado Realty Trust REIT | | 128,900 | | 7,779 | |
Total Common Stocks (cost $551,249) | | | | $ | 345,856 | |
| | | | | |
WARRANT (0.1%) | | | | | |
| | | | | |
| | | | | |
| | | | | |
Exercise Price: $0.00 | | 355,200 | | 295 | |
Total Warrant (cost $2,188) | | | | 295 | |
| | Principal | | | |
REPURCHASE AGREEMENT (1.7%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $6,054 on 01/02/2009 ¸ • | | $ | 6,054 | | 6,054 | |
Total Repurchase Agreement (cost $6,054) | | | | 6,054 | |
| | | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (6.6%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% ¸ p | | 23,528,169 | | 23,528 | |
Total Securities Lending Collateral (cost $23,528) | | | | 23,528 | |
| | | | | |
Total Investment Securities (cost $583,019) # | | | | $ | 375,733 | |
| | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
^ | | All or a portion of this security is on loan. The value of all securities on loan is $22,839. |
‡ | | Non-income producing security. |
§ | | Illiquid. These securities aggregated $868, or 0.24%, of the Fund’s net assets. |
• | | Repurchase agreement is collateralized by U.S. Government Agency Obligations with interest rates ranging from 4.16% to 4.73%, maturity date of 04/01/2034, and with a market value plus accrued interest of $6,176. |
¸ | | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
p | | Interest rate shown reflects the yield at 12/31/2008. |
# | | Aggregate cost for federal income tax purposes is $596,082. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $2,234 and $222,583, respectively. Net unrealized depreciation for tax purposes is $220,349. |
DEFINITIONS:
144A | | 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities are deemed to be liquid for purposes of compliance limitations on holdings of illiquid securities and may be resold as transactions exempt from registration, normally to qualified institutional buyers. At 12/31/2008, these securities aggregated $1,043, or 0.29%, of the Fund’s net assets. |
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
SBI | | Shares Beneficial Interest |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 165,102 | | $ | 210,631 | | $ | — | | $ | 375,733 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $583,019) (including securities loaned of $22,839) | | $ | 375,733 | |
Foreign currency (cost: $149) | | 150 | |
Receivables: | | | |
Investment securities sold | | 1,360 | |
Shares sold | | 136 | |
Income from loaned securities | | 36 | |
Dividends | | 2,147 | |
Dividend reclaims | | 52 | |
| | 379,614 | |
Liabilities: | | | |
Investment securities purchased | | 1,160 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 91 | |
Management and advisory fees | | 239 | |
Distribution and service fees | | 3 | |
Transfer agent fees | | 1 | |
Administration fees | | 6 | |
Payable for collateral for securities on loan | | 23,528 | |
Other | | 117 | |
| | 25,145 | |
Net Assets | | $ | 354,469 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 451 | |
Additional paid-in capital | | 639,583 | |
Accumulated net investment loss | | (1,902 | ) |
Accumulated net realized loss from investment securities and foreign currency transactions | | (76,387 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (207,286 | ) |
Translation of assets and liabilities denominated in foreign currencies | | 10 | |
Net Assets | | $ | 354,469 | |
| | | |
Net Assets by Class: | | | |
Initial Class | | $ | 339,659 | |
Service Class | | 14,810 | |
Shares Outstanding: | | | |
Initial Class | | 43,315 | |
Service Class | | 1,818 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 7.84 | |
Service Class | | 8.15 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $1,607) | | $ | 18,430 | |
Interest | | 161 | |
Income from loaned securities-net | | 451 | |
| | 19,042 | |
Expenses: | | | |
Management and advisory fees | | 4,242 | |
Printing and shareholder reports | | 45 | |
Custody fees | | 290 | |
Administration fees | | 109 | |
Legal fees | | 23 | |
Audit fees | | 19 | |
Trustees fees | | 16 | |
Transfer agent fees | | 10 | |
Distribution and service fees: | | | |
Service Class | | 70 | |
Other | | 13 | |
Total expenses | | 4,837 | |
| | | |
Net Investment Income | | 14,205 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (69,894 | ) |
Foreign currency transactions | | (916 | ) |
| | (70,810 | ) |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (220,244 | ) |
Translation of assets and liabilities denominated in foreign currencies | | (4 | ) |
| | (220,248 | ) |
Net Realized and Unrealized Loss | | (291,058 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (276,853 | ) |
The notes to the financial statements are an integral part of this report.
6
STATEMENT OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 14,205 | | $ | 12,892 | |
Net realized gain (loss) from investment securities and foreign currency transactions | | (70,810 | ) | 174,806 | |
Change in net unrealized depreciation on investment securities and foreign currency translation | | (220,248 | ) | (239,585 | ) |
Net decrease in net assets resulting from operations | | (276,853 | ) | (51,887 | ) |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (14,525 | ) | (53,142 | ) |
Service Class | | (613 | ) | (3,186 | ) |
| | (15,138 | ) | (56,328 | ) |
From net realized gains: | | | | | |
Initial Class | | (146,347 | ) | (53,946 | ) |
Service Class | | (7,537 | ) | (3,323 | ) |
| | (153,884 | ) | (57,269 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 31,106 | | 110,779 | |
Service Class | | 5,560 | | 21,510 | |
| | 36,666 | | 132,289 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 160,872 | | 107,088 | |
Service Class | | 8,150 | | 6,509 | |
| | 169,022 | | 113,597 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (95,773 | ) | (317,863 | ) |
Service Class | | (18,143 | ) | (29,377 | ) |
| | (113,916 | ) | (347,240 | ) |
Net increase (decrease) in net assets from capital shares transactions | | 91,772 | | (101,354 | ) |
Net decrease in net assets | | (354,103 | ) | (266,838 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 708,572 | | 975,410 | |
End of year | | $ | 354,469 | | $ | 708,572 | |
Accumulated Net Investment Loss | | $ | (1,902 | ) | $ | (10,440 | ) |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 2,049 | | 4,499 | |
Service Class | | 368 | | 840 | |
| | 2,417 | | 5,339 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 13,856 | | 5,077 | |
Service Class | | 675 | | 301 | |
| | 14,531 | | 5,378 | |
Shares redeemed: | | | | | |
Initial Class | | (6,568 | ) | (13,181 | ) |
Service Class | | (1,274 | ) | (1,218 | ) |
| | (7,842 | ) | (14,399 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | 9,337 | | (3,605 | ) |
Service Class | | (231 | ) | (77 | ) |
| | 9,106 | | (3,682 | ) |
The notes to the financial statements are an integral part of this report.
7
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 19.64 | | $ | 24.54 | | $ | 19.77 | | $ | 19.15 | | $ | 15.08 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.38 | | 0.36 | | 0.35 | | 0.27 | | 0.43 | |
Net realized and unrealized gain (loss) | | (7.03 | ) | (1.77 | ) | 7.45 | | 2.20 | | 4.35 | |
Total operations | | (6.65 | ) | (1.41 | ) | 7.80 | | 2.47 | | 4.78 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.47 | ) | (1.73 | ) | (0.33 | ) | (0.32 | ) | (0.36 | ) |
From net realized gains | | (4.68 | ) | (1.76 | ) | (2.70 | ) | (1.53 | ) | (0.35 | ) |
Total distributions | | (5.15 | ) | (3.49 | ) | (3.03 | ) | (1.85 | ) | (0.71 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 7.84 | | $ | 19.64 | | $ | 24.54 | | $ | 19.77 | | $ | 19.15 | |
Total Return(b) | | (42.38 | )% | (6.70 | )% | 42.27 | % | 13.47 | % | 32.86 | % |
Net Assets End of Year (000’s) | | $ | 339,659 | | $ | 667,356 | | $ | 922,134 | | $ | 599,134 | | $ | 396,224 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.87 | % | 0.84 | % | 0.84 | % | 0.86 | % | 0.86 | % |
Net investment income, to average net assets | | 2.61 | % | 1.51 | % | 1.59 | % | 1.41 | % | 2.62 | % |
Portfolio turnover rate | | 48 | % | 60 | % | 44 | % | 103 | % | 69 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 20.12 | | $ | 25.06 | | $ | 20.16 | | $ | 19.53 | | $ | 15.37 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.36 | | 0.31 | | 0.32 | | 0.23 | | 0.47 | |
Net realized and unrealized gain (loss) | | (7.27 | ) | (1.80 | ) | 7.58 | | 2.23 | | 4.36 | |
Total operations | | (6.91 | ) | (1.49 | ) | 7.90 | | 2.46 | | 4.83 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.38 | ) | (1.69 | ) | (0.30 | ) | (0.30 | ) | (0.32 | ) |
From net realized gains | | (4.68 | ) | (1.76 | ) | (2.70 | ) | (1.53 | ) | (0.35 | ) |
Total distributions | | (5.06 | ) | (3.45 | ) | (3.00 | ) | (1.83 | ) | (0.67 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.15 | | $ | 20.12 | | $ | 25.06 | | $ | 20.16 | | $ | 19.53 | |
Total Return(b) | | (42.49 | )% | (6.91 | )% | 41.91 | % | 13.18 | % | 32.50 | % |
Net Assets End of Year (000’s) | | $ | 14,810 | | $ | 41,216 | | $ | 53,276 | | $ | 24,618 | | $ | 11,771 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.12 | % | 1.09 | % | 1.09 | % | 1.11 | % | 1.11 | % |
Net investment income, to average net assets | | 2.35 | % | 1.26 | % | 1.39 | % | 1.21 | % | 2.77 | % |
Portfolio turnover rate | | 48 | % | 60 | % | 44 | % | 103 | % | 69 | % |
(a) | Calculation is based on average number of shares outstanding. |
| |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
8
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Clarion Global Real Estate Securities also changed its name to Transamerica Clarion Global Real Estate Securities VP (“the Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST. The Fund is “non-diversified” under the 1940 Act.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedules of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $73 are included in net realized loss in the Statement of Operations.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Real Estate Investment Trusts (“REITs”): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates. Since the Fund invests primarily in real estate securities, the net asset value per share may fluctuate more widely than the value of shares of a fund that invests in a broad range of industries.
Dividend income is recorded at management’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year end and may differ from the estimated amounts.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
Foreign currency denominated assets may involve risks not typically associated with domestic transactions. These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net | | % of Net | |
| | Assets | | Assets | |
Transamerica Asset Allocation-Conservative VP | | $ | 12,927 | | 3.65 | % |
| | | | | |
Transamerica Asset Allocation-Growth VP | | 39,811 | | 11.23 | |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 46,596 | | 13.15 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 102,102 | | 28.80 | |
| | | | | |
Transamerica International Moderate Growth VP | | 10,608 | | 2.99 | |
| | | | | |
Total | | $ | 212,044 | | 59.82 | % |
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $250 million | | 0.80 | % |
Over $250 million up to $500 million | | 0.775 | % |
Over $500 million up to $1 billion | | 0.70 | % |
Over $1 billion | | 0.65 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.00% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $15 as of December 31, 2008.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, and was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 259,885 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 321,966 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | (5,033 | ) |
Undistributed (accumulated) net investment income (loss) | | $ | 9,471 | |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | (4,438 | ) |
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
$ | 34,190 | | December 31, 2016 | |
| | | | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 85,783 | |
Long-term Capital Gain | | 27,814 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 36,661 | |
Long-term Capital Gain | | 132,361 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | — | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (34,190 | ) |
Post October Capital Loss Deferral | | $ | (30,890 | ) |
Post October Currency Loss Deferral | | $ | (146 | ) |
Net Unrealized Appreciation (Depreciation) | | $ | (220,339 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Clarion Global Real Estate Securities VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Clarion Global Real Estate Securities VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $132,361 for the year ended December 31, 2008.
14
Transamerica Convertible Securities VP
(unaudited)
MARKET ENVIRONMENT
The year ended December 31, 2008, was exceptionally challenging for investors. As problems in the credit markets spread to other segments of the economy, unemployment rose to 7.2%, home prices continued to fall, consumer confidence declined, and U.S. Gross Domestic Product (“GDP”) shrank. The financial markets responded to these events with substantial losses.
The credit problems in the financial sector and a near-freeze in the funding market prompted the U.S. government to intervene early in the year with a $168 billion economic stimulus package intended to stave off an economic collapse. However, in the second quarter, it became evident that the credit crisis had not only spread beyond the financial sector but also beyond U.S. borders. Subsequent attempts to stabilize the U.S. monetary system and economy with capital injections came from the Federal Reserve Board (“Fed”) and the federal government. Throughout the course of the year, the Fed lowered short-term interest rates from 4.25% to an unprecedented target range of 0 - 0.25%. China and Europe also cut interest rates in an effort to stimulate growth.
Against this challenging backdrop, convertible securities experienced broad-based declines. A global ban on short sales in the third quarter and a crisis of confidence among investors also conspired to unwind the convertible arbitrage sector. Although the short-sale ban in the U.S. was lifted in October after the enactment of a $700 billion federal bailout bill, convertible securities saw little relief as lending pressures persisted. Most of the damage to this sector was a consequence of the nationalization of Fannie Mae and Freddie Mac. Both mortgage lenders were significant issuers and holders of convertible preferred shares; therefore, their failures triggered a substantial devaluation of convertible securities. A growing aversion to risk increased margin requirements as convertible valuations decreased. In turn, convertibles continued to sell off at materially lower prices.
As the year came to a close, falling energy prices and the historic election of the 44th U.S. President gave the markets a much-needed confidence boost. Investor confidence plummeted once again, however, when the “Big Three” automakers announced they were unable to continue funding operations without government assistance, sending ripples throughout the markets, especially among industrial suppliers to the automakers.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Convertible Securities VP Initial Class returned (36.87)%. By comparison its benchmark, the Merrill Lynch All U.S. Convertibles Securities Index, returned (35.74)%.
STRATEGY REVIEW
Holdings related to the energy sector declined during the year, including the portfolio’s holdings in chemical company Celanese Corporation (“Celanese”) and automotive retailer Penske Automotive Group, Inc. (formerly United Auto Group).
The primary input in the chemicals developed by Celanese products is petroleum. Steep oil prices in the first half of the year consequently caused demand for its products to wane. We maintained our position with the belief that the lower energy prices we saw later in the year will continue for an extended period of time, which bodes well for the stock. Penske Automotive declined along with other auto-related stocks. We believe there will be restructuring among the Big Three, which will rationalize the auto industry for foreign competition and benefit Penske. We maintained our position.
Positive contributors to the portfolio’s relative performance came primarily from the healthcare and technology sectors. Gilead Sciences, Inc. develops therapeutic treatments for infectious, life-threatening diseases such as HIV, and was virtually unaffected by the economic downturn. Given that the patient population with HIV is growing and treatment period for the virus is longer, we believe there continues to be upside for Gilead. Informatica Corporation (“Informatica”) also contributed positively to performance. The company provides businesses with software and services that handle various enterprise-wide data integration initiatives. Because Informatica’s software creates efficiencies for companies, it remains in high demand.
Kirk J. Kim
Peter O. Lopez
Co-Portfolio Managers
Transamerica Investment Management, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | | | | | From | | Inception | |
| | 1 Year | | 5 Years | | Inception | | Date | |
| | | | | | | | | |
Initial Class | | (36.87 | )% | (0.47 | )% | 1.79 | % | 05/01/2002 | |
Merrill Lynch All U.S. Convertible Securities Index * | | (35.74 | )% | (3.44 | )% | (0.01 | )% | 05/01/2002 | |
Service Class | | (37.00 | )% | (0.71 | )% | 2.11 | % | 05/01/2003 | |
NOTES
* The Merrill Lynch All U.S. Convertible Securities Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning | | Ending | | Annualized | | Expenses | |
| | Account | | Account | | Expense | | Paid During | |
| | Value | | Value | | Ratio | | Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 684.48 | | 0.79 | % | $ | 3.35 | |
Hypothetical (b) | | 1,000.00 | | 1,021.17 | | 0.79 | | 4.01 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 683.39 | | 1.04 | | 4.40 | |
Hypothetical (b) | | 1,000.00 | | 1,019.91 | | 1.04 | | 5.28 | |
| | | | | | | | | | | | |
(a) | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days). |
| |
(b) | 5% return per year before expenses. |
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Principal | | Value | |
CORPORATE DEBT SECURITIES (3.5%) | | | | | |
Automobiles (1.8%) | | | | | |
Daimler Finance North America LLC | | | | | |
2.35%, due 03/13/2009 * | | $ | 2,930 | | $ | 2,928 | |
Hotels, Restaurants & Leisure (1.7%) | | | | | |
MGM Mirage, Inc. | | | | | |
6.00%, due 10/01/2009 | | 2,940 | | 2,808 | |
Total Corporate Debt Securities (cost $5,309) | | | | 5,736 | |
| | | | | | | |
| | Shares | | | |
CONVERTIBLE PREFERRED STOCKS (9.3%) | | | | | |
Chemicals (1.6%) | | | | | |
Celanese Corp., 4.25% p | | 155,465 | | 2,570 | |
Diversified Financial Services (2.0%) | | | | | |
Bank of America Corp., 7.25% ^ p | | 5,110 | | 3,322 | |
Insurance (3.9%) | | | | | |
MetLife, Inc., 6.38% p | | 616,000 | | 6,345 | |
Oil, Gas & Consumable Fuels (0.3%) | | | | | |
Dune Energy, Inc., 12.00% -144A Ђ p | | 3,061 | | 501 | |
Road & Rail (1.5%) | | | | | |
Kansas City Southern Railway, 5.13% p | | 3,650 | | 2,523 | |
Total Convertible Preferred Stocks (cost $21,441) | | | | 15,261 | |
| | | | | |
REVERSE CONVERTIBLE BOND ¥ (4.4%) | | | | | |
Capital Markets (4.4%) | | | | | |
Deutsche Bank AG -144A | | 145,000 | | 7,262 | |
Total Reverse Convertible Bond (cost $7,133) | | | | 7,262 | |
| | Principal | | | |
CONVERTIBLE BONDS (69.0%) | | | | | |
Aerospace & Defense (3.2%) | | | | | |
Alliant Techsystems, Inc. | | | | | |
2.75%, due 02/15/2024 | | $ | 4,685 | | 5,352 | |
Airlines (3.0%) | | | | | |
AMR Corp. | | | | | |
4.50%, due 02/15/2024 | | 5,011 | | 4,861 | |
Beverages (4.6%) | | | | | |
Molson Coors Brewing Co. | | | | | |
2.50%, due 07/30/2013 ^ | | 6,350 | | 7,572 | |
Biotechnology (3.4%) | | | | | |
Gilead Sciences, Inc. | | | | | |
0.63%, due 05/01/2013 ^ | | 4,100 | | 5,581 | |
Capital Markets (8.2%) | | | | | |
BlackRock, Inc. | | | | | |
2.63%, due 02/15/2035 | | 3,450 | | 4,830 | |
Merrill Lynch & Co., Inc. | | | | | |
Zero Coupon, due 03/13/2032 | | 7,950 | | 8,586 | |
Commercial Services & Supplies (2.9%) | | | | | |
Covanta Holding Corp. | | | | | |
1.00%, due 02/01/2027 ^ | | 5,300 | | 4,823 | |
Communications Equipment (1.2%) | | | | | |
Commscope, Inc. | | | | | |
1.00%, due 03/15/2024 | | 1,970 | | 1,960 | |
Electronic Equipment & Instruments (2.7%) | | | | | |
Itron, Inc. | | | | | |
2.50%, due 08/01/2026 | | 4,150 | | 4,451 | |
Energy Equipment & Services (5.6%) | | | | | |
Core Laboratories, LP | | | | | |
0.25%, due 10/31/2011 | | 4,748 | | 4,119 | |
Transocean, Ltd. | | | | | |
1.63%, due 12/15/2037 | | 5,690 | | 4,958 | |
Food & Staples Retailing (1.7%) | | | | | |
Costco Wholesale Corp. | | | | | |
Zero Coupon, due 08/19/2017 | | 2,320 | | 2,761 | |
Health Care Equipment & Supplies (2.2%) | | | | | |
NuVasive, Inc. | | | | | |
2.25%, due 03/15/2013 -144A | | 3,900 | | 3,608 | |
IT Services (1.2%) | | | | | |
Alliance Data Systems Corp. | | | | | |
1.75%, due 08/01/2013 -144A | | 2,675 | | 2,006 | |
Leisure Equipment & Products (3.1%) | | | | | |
Hasbro, Inc. | | | | | |
2.75%, due 12/01/2021 ^ | | 3,715 | | 5,062 | |
Oil, Gas & Consumable Fuels (1.8%) | | | | | |
Chesapeake Energy Corp. | | | | | |
2.50%, due 05/15/2037 ^ | | 5,155 | | 3,009 | |
Pharmaceuticals (6.2%) | | | | | |
Allergan, Inc. | | | | | |
1.50%, due 04/01/2026 ^ | | 4,950 | | 4,956 | |
Sepracor, Inc. | | | | | |
Zero Coupon, due 10/15/2024 | | 5,750 | | 5,311 | |
Road & Rail (2.2%) | | | | | |
CSX Corp. | | | | | |
Zero Coupon, due 10/30/2021 | | 3,139 | | 3,618 | |
Software (4.6%) | | | | | |
Informatica Corp. | | | | | |
3.00%, due 03/15/2026 | | 3,985 | | 3,671 | |
Nuance Communications, Inc. | | | | | |
2.75%, due 08/15/2027 | | 4,850 | | 3,753 | |
Specialty Retail (3.3%) | | | | | |
Penske Auto Group, Inc. | | | | | |
3.50%, due 04/01/2026 | | 6,440 | | 3,598 | |
TJX Cos., Inc. | | | | | |
Zero Coupon, due 02/13/2021 | | 2,400 | | 1,809 | |
Wireless Telecommunication Services (7.9%) | | | | | |
Nextel Communications, Inc. | | | | | |
5.25%, due 01/15/2010 ^ | | 5,850 | | 5,067 | |
NII Holdings, Inc. | | | | | |
2.75%, due 08/15/2025 ^ | | 1,490 | | 1,291 | |
3.13%, due 06/15/2012 -144A | | 4,188 | | 2,539 | |
SBA Communications Corp. | | | | | |
1.88%, due 05/01/2013 -144A | | 7,000 | | 4,042 | |
Total Convertible Bonds (cost $132,991) | | | | 113,194 | |
| | | | | |
REPURCHASE AGREEMENT (17.6%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $28,847 on 01/02/2009 ¸ · | | 28,847 | | 28,847 | |
Total Repurchase Agreement (cost $28,847) | | | | 28,847 | |
| | | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (8.2%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% ¸ p | | 13,401,179 | | 13,401 | |
Total Securities Lending Collateral (cost $13,401) | | | | 13,401 | |
| | | | | |
Total Investment Securities (cost $209,122) # | | | | $ | 183,701 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
4
At December 31, 2008
(all amounts in thousands)
NOTES TO THE SCHEDULE OF INVESTMENTS:
p | Interest rate shown reflects the yield at 12/31/2008. |
^ | All or a portion of this security is on loan. The value of all securities on loan is $13,126. |
Ђ | Step security. Interest rate may increase or decrease as the credit rating changes. |
* | Floating or variable rate note. Rate is listed as of 12/31/2008. |
· | Repurchase agreement is collateralized by U.S. Government Agency Obligations with interest rates ranging from 1.60% to 4.57%, maturity dates ranging between 06/15/2034 to 07/01/2034, and with a market value plus accrued interest of $29,426. |
¸ | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | Aggregate cost for federal income tax purposes is $209,122. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $2,925 and $28,346, respectively. Net unrealized depreciation for tax purposes is $25,421. |
¥ | A bond that can be converted to cash, debt, or equity at the discretion of the issuer at a set date. The bond contains an embedded derivative that allows the issuer to put the bond to bondholders at a set date prior to the bond’s maturity for existing debt or shares of an underlying company. The underlying company need not be related in any way to the issuer’s business. |
DEFINITIONS:
144A | 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities are deemed to be liquid for purposes of compliance limitations on holdings of illiquid securities and may be resold as transactions exempt from registration, normally to qualified institutional buyers. At 12/31/2008, these securities aggregated $19,958, or 12.16% of the Fund’s net assets. |
LLC | Limited Liability Company |
LP | Limited Partnership |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 28,662 | | $ | 155,039 | | $ | — | | $ | 183,701 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $209,122) (including securities loaned of $13,126) | | $ | 183,701 | |
Receivables: | | | |
Shares sold | | 20 | |
Interest | | 779 | |
Income from loaned securities | | 16 | |
Dividends | | 93 | |
| | 184,609 | |
Liabilities: | | | |
Investment securities purchased | | 7,132 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 20 | |
Management and advisory fees | | 107 | |
Distribution and service fees | | 2 | |
Administration fees | | 3 | |
Payable for collateral for securities on loan | | 13,401 | |
Other | | 30 | |
| | 20,695 | |
Net Assets | | $ | 163,914 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 264 | |
Additional paid-in capital | | 224,940 | |
Undistributed net investment income | | 4,398 | |
Accumulated net realized loss from investment securities | | (40,267 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (25,421 | ) |
Net Assets | | $ | 163,914 | |
Net Assets by Class: | | | |
Initial Class | | $ | 156,137 | |
Service Class | | 7,777 | |
Shares Outstanding: | | | |
Initial Class | | 25,165 | |
Service Class | | 1,260 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 6.21 | |
Service Class | | 6.18 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends | | $ | 1,771 | |
Interest | | 4,484 | |
Income from loaned securities-net | | 85 | |
| | 6,340 | |
Expenses: | | | |
Management and advisory fees | | 1,773 | |
Printing and shareholder reports | | 19 | |
Custody fees | | 28 | |
Administration fees | | 47 | |
Legal fees | | 9 | |
Audit fees | | 18 | |
Trustees fees | | 7 | |
Transfer agent fees | | 4 | |
Distribution and service fees: | | | |
Service Class | | 33 | |
Other | | 5 | |
Total expenses | | 1,943 | |
| | | |
Net Investment Income | | 4,397 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (39,669 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (67,441 | ) |
Net Realized and Unrealized Loss | | (107,110 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (102,713 | ) |
The notes to the financial statements are an integral part of this report.
6
STATEMENT OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 4,397 | | $ | 4,104 | |
Net realized gain (loss) from investment securities | | (39,669 | ) | 48,868 | |
Change in net unrealized depreciation on investment securities | | (67,441 | ) | (1,847 | ) |
Net increase (decrease) in net assets resulting from operations | | (102,713 | ) | 51,125 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (3,920 | ) | (4,951 | ) |
Service Class | | (185 | ) | (296 | ) |
| | (4,105 | ) | (5,247 | ) |
From net realized gains: | | | | | |
Initial Class | | (46,782 | ) | (25,852 | ) |
Service Class | | (2,678 | ) | (1,708 | ) |
| | (49,460 | ) | (27,560 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 25,938 | | 46,978 | |
Service Class | | 4,434 | | 5,468 | |
| | 30,372 | | 52,446 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 50,702 | | 30,803 | |
Service Class | | 2,863 | | 2,005 | |
| | 53,565 | | 32,808 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (42,963 | ) | (255,112 | ) |
Service Class | | (9,157 | ) | (4,002 | ) |
| | (52,120 | ) | (259,114 | ) |
Net increase (decrease) in net assets from capital shares transactions | | 31,817 | | (173,860 | ) |
Net decrease in net assets | | (124,461 | ) | (155,542 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 288,375 | | 443,917 | |
End of year | | $ | 163,914 | | $ | 288,375 | |
Undistributed Net Investment Income | | $ | 4,398 | | $ | 4,106 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 2,445 | | 3,762 | |
Service Class | | 447 | | 437 | |
| | 2,892 | | 4,199 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 5,665 | | 2,709 | |
Service Class | | 321 | | 177 | |
| | 5,986 | | 2,886 | |
Shares redeemed: | | | | | |
Initial Class | | (4,599 | ) | (20,563 | ) |
Service Class | | (970 | ) | (326 | ) |
| | (5,569 | ) | (20,889 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | 3,511 | | (14,092 | ) |
Service Class | | (202 | ) | 288 | |
| | 3,309 | | (13,804 | ) |
The notes to the financial statements are an integral part of this report.
7
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 12.48 | | $ | 12.03 | | $ | 11.20 | | $ | 12.24 | | $ | 11.51 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.18 | | 0.16 | | 0.15 | | 0.22 | | 0.24 | |
Net realized and unrealized gain (loss) | | (4.05 | ) | 1.91 | | 1.05 | | 0.19 | | 1.16 | |
Total operations | | (3.87 | ) | 2.07 | | 1.20 | | 0.41 | | 1.40 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.18 | ) | (0.26 | ) | (0.19 | ) | (0.27 | ) | (0.23 | ) |
From net realized gains | | (2.22 | ) | (1.36 | ) | (0.18 | ) | (1.18 | ) | (0.44 | ) |
Total distributions | | (2.40 | ) | (1.62 | ) | (0.37 | ) | (1.45 | ) | (0.67 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 6.21 | | $ | 12.48 | | $ | 12.03 | | $ | 11.20 | | $ | 12.24 | |
Total Return(b) | | (36.87 | )% | 18.63 | % | 10.90 | % | 3.88 | % | 13.18 | % |
Net Assets End of Year (000’s) | | $ | 156,137 | | $ | 270,218 | | $ | 429,852 | | $ | 314,353 | | $ | 351,386 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.81 | % | 0.79 | % | 0.78 | % | 0.79 | % | 0.84 | % |
Net investment income, to average net assets | | 1.88 | % | 1.30 | % | 1.26 | % | 1.95 | % | 2.04 | % |
Portfolio turnover rate | | 97 | % | 79 | % | 64 | % | 85 | % | 138 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 12.42 | | $ | 11.98 | | $ | 11.17 | | $ | 12.24 | | $ | 11.50 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.14 | | 0.13 | | 0.12 | | 0.19 | | 0.20 | |
Net realized and unrealized gain (loss) | | (4.01 | ) | 1.91 | | 1.04 | | 0.18 | | 1.18 | |
Total operations | | (3.87 | ) | 2.04 | | 1.16 | | 0.37 | | 1.38 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.15 | ) | (0.24 | ) | (0.17 | ) | (0.26 | ) | (0.20 | ) |
From net realized gains | | (2.22 | ) | (1.36 | ) | (0.18 | ) | (1.18 | ) | (0.44 | ) |
Total distributions | | (2.37 | ) | (1.60 | ) | (0.35 | ) | (1.44 | ) | (0.64 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 6.18 | | $ | 12.42 | | $ | 11.98 | | $ | 11.17 | | $ | 12.24 | |
Total Return(b) | | (37.00 | )% | 18.29 | % | 10.65 | % | 3.54 | % | 12.99 | % |
Net Assets End of Year (000’s) | | $ | 7,777 | | $ | 18,157 | | $ | 14,065 | | $ | 10,710 | | $ | 6,006 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.06 | % | 1.04 | % | 1.03 | % | 1.04 | % | 1.10 | % |
Net investment income, to average net assets | | 1.46 | % | 1.02 | % | 1.01 | % | 1.65 | % | 1.72 | % |
Portfolio turnover rate | | 97 | % | 79 | % | 64 | % | 85 | % | 138 | % |
(a) | Calculation is based on average number of shares outstanding. |
| |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
8
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Transamerica Convertible Securities also changed its name to Transamerica Convertible Securities VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
There were no recaptured commissions during the year ended December 31, 2008.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Transamerica Investment Management, LLC (“TIM”) is both an affiliate of the Fund and is a sub-adviser of the Fund.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
Transamerica Asset Allocation-Conservative VP | | $ | 23,951 | | 14.61 | % |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 46,384 | | 28.30 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 43,843 | | 26.75 | |
| | | | | |
Total | | $ | 114,178 | | 69.66 | % |
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $250 million | | 0.75 | % |
Over $250 million | | 0.70 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.25% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $7 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 215,615 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 287,364 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
$ | 24,809 | | December 31, 2016 | |
| | | | |
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. (continued)
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 8,489 | |
Long-term Capital Gain | | 24,318 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 13,695 | |
Long-term Capital Gain | | 39,870 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 4,398 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (24,809 | ) |
Post October Capital Loss Deferral | | $ | (15,457 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (25,422 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Convertible Securities VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Convertible Securities VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $39,870 for the year ended December 31, 2008.
14
Transamerica Efficient Markets VP
(unaudited)
MARKET ENVIRONMENT
The global financial crisis that rapidly unfolded throughout 2008 made it a truly historic year for all Capital Markets. Falling housing prices in the US coupled with aggressive lending practices, a fine tuned securitization machine, ample liquidity, excessive leverage and investors stretching for yield created a debt bubble that eventually had to burst. The rolling nature of the ensuing carnage has been surprising in both its incredible velocity and widespread coverage. For long only investors, there was just no place to hide.
If one were to choose a single word to describe the market’s reaction to the drama that was 2008, volatility would certainly be in the running. Decoupling was a common theme at this time last year and that proved to be a terrible forecast. Unprecedented and historical also come to mind to describe 2008. We learned more about SIVs (Special Investment Vehicles), auction rate securities and ABCP (Asset Backed Commercial Paper) than we ever wanted to know. Hank Paulsen, Sheila Bair and Tim Geithner joined Ben Bernanke as household names. Bear Stearns and Washington Mutual are now parts of JP Morgan. Merrill Lynch is now Bank of America. Wachovia is Wells Fargo. Fannie Mae, Freddie Mac and American International Group, Inc. (“AIG”), all formerly AAA rated institutions were saved by the US Government but not so for Lehman Brothers. Shareholders were unceremoniously crushed. The stories that will be told for decades or centuries will be mind boggling. If we weren’t all so extremely affected by the dramatic events still unfolding, this could be considered exhilarating or fascinating.
From CDS (Credit Derivative Swap) to synthetic CDOs (Collaterized Debt Obligations) to securities lending to bailouts to Bernie Madoff, 2008 will certainly go down in infamy. Although all equity markets stumbled rather significantly, our index based strategies performed well versus their benchmarks. Historically, down stock market years have proven to be winning years, from a relative standpoint, for passive management strategies. 2008 was not an exception.
PERFORMANCE
For the period from inception November 10, 2008 through December 31, 2008, Transamerica Efficient Markets VP Initial Class returned 3.90%. By comparison, its benchmarks, Barclays Capital US Aggregate Bond Index, Standard and Poor’s 500 Composite Stock (“S&P 500”) Index, and the Morgan Stanley Capital International Europe, Australasia, and Far East (“MSCI-EAFE”) Index returned 5.48%, (2.50)%, and 0.02%, respectively.
STRATEGY REVIEW
No strategy review as the inception date is November 10, 2008.
Jeff Whitehead, CFA
Portfolio Manager
AEGON USA Investment Management, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | From Inception | | Inception Date | |
| | | | | |
Initial Class | | 3.90 | % | 11/10/2008 | |
Barclays Capital Aggregate U.S. Bond * | | 5.48 | % | 11/10/2008 | |
S&P 500* | | (2.50 | )% | 11/10/2008 | |
MSCI-EAFE* | | 0.02 | % | 11/10/2008 | |
Service Class | | 3.90 | % | 11/10/2008 | |
NOTES
* The Barclays U.S. Aggregate Bond Index, Standard and Poor’s 500 Composite Stock and Morgan Stanley Capital International-Europe, Australasia, and Far East are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at November 10, 2008 (commencement of operations) and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
The expenses shown in the table do not reflect any expenses from the Funds investment in other affiliated investment companies.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 1,039.00 | | 0.52 | % | $ | 0.74 | |
Hypothetical (b) | | 1,000.00 | | 1,006.37 | | 0.52 | | 0.73 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 1,000.00 | | 0.77 | | 1.08 | |
Hypothetical (b) | | 1,000.00 | | 1,006.01 | | 0.77 | | 1.09 | |
| | | | | | | | | |
| | | | | | | | | | | | |
(a) | | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (51 days), and divided by the number of days in the year (366 days). |
| | |
(b) | | 5% return per year before expenses. |
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Asset Type
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by asset type of the aggregate portfolio holdings of the underlying investment companies in which the Fund invests.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
INVESTMENT COMPANY (95.9%) | | | | | |
DFA Emerging Markets Value Portfolio | | 1,248 | | $ | 21 | |
DFA International Small Capital Value Portfolio | | 11,632 | | 128 | |
DFA International Value Portfolio | | 5,197 | | 65 | |
DFA Large Capital International Portfolio | | 10,856 | | 160 | |
DFA U.S. Large Co. Portfolio | | 17,258 | | 459 | |
DFA U.S. Targeted Value Portfolio | | 6,864 | | 68 | |
Vanguard Intermediate-Term Bond Fund | | 2,050 | | 163 | |
Vanguard Long-Term Bond Fund | | 522 | | 42 | |
Vanguard Short-Term Bond Fund | | 1,956 | | 158 | |
Vanguard Total Bond Market Fund | | 1,202 | | 95 | |
Total Investment Company (cost $1,314) | | | | 1,359 | |
| | | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (7.4%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $105 on 01/02/2009 à • | | $ | 105 | | 105 | |
Total Repurchase Agreement (cost $105) | | | | 105 | |
Total Investment Securities (cost $1,419) # | | | | | $ | 1,464 | |
| | | | | | | |
NOTES TO THE SCHEDULE OF INVESTMENTS:
• | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 05/14/2009, and with a market value plus accrued interest of $107. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | Aggregate cost for federal income tax purposes is $1,419. Aggregate gross unrealized appreciation for all securities in which there is an excess of value over tax cost was $45, respectively. Net unrealized appreciation for tax purposes is $45. |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 1,359 | | $ | 105 | | $ | — | | $ | 1,464 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
4
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment in affiliated investment companies at value (cost: $1,419) | | $ | 1,464 | |
Receivables: | | | |
Shares sold | | 43 | |
Dividends | | 1 | |
Due from advisor | | 11 | |
| | 1,519 | |
Liabilities: | | | |
Investment securities purchased | | 85 | |
Other | | 17 | |
| | 102 | |
Net Assets | | $ | 1,417 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 1 | |
Additional paid-in capital | | 1,362 | |
Undistributed net investment income | | 6 | |
Undistributed net realized gain from investment in affiliated investment companies | | 3 | |
Net unrealized appreciation on investment in affiliated investment companies | | 45 | |
Net Assets | | $ | 1,417 | |
Net Assets by Class: | | | |
Initial Class | | $ | 260 | |
Service Class | | 1,157 | |
Shares Outstanding: | | | |
Initial Class | | 25 | |
Service Class | | 111 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 10.39 | |
Service Class | | 10.39 | |
STATEMENT OF OPERATIONS
For the period ended December 31, 2008*
(all amounts in thousands)
Investment Income: | | | |
Dividends from affiliated investment companies | | $ | 9 | |
Interest | | — | (a) |
| | 9 | |
Expenses: | | | |
Management and advisory fees | | 1 | |
Printing and shareholder reports | | — | (a) |
Custody fees | | 1 | |
Administration fees | | — | (a) |
Legal fees | | — | (a) |
Audit fees | | 17 | |
Trustees fees | | — | (a) |
Distribution and service fees: | | | |
Service Class | | — | (a) |
Other | | — | (a) |
Total expenses | | 19 | |
Less management and advisory fee waiver | | (18 | ) |
Net expenses | | 1 | |
Net Investment Income | | 8 | |
| | | |
Net Realized Gain from: | | | |
Investment in affiliated investment companies | | 1 | |
| | | |
Net Increase in Unrealized Appreciation on: | | | |
Investment in affiliated investment companies | | 45 | |
Net Realized and Unrealized Gain on Investment in Affiliated Investment Companies | | 46 | |
| | | |
Net Increase In Net Assets Resulting from Operations | | $ | 54 | |
(a) | Rounds to less than $1. |
* | Commenced operations November 10, 2008. |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF CHANGES IN NET ASSETS
For the period ended:
(all amounts in thousands)
| | December 31, 2008* | |
Increase in Net Assets From: | | | |
Operations: | | | |
Net investment income | | $ | 8 | |
Net realized gain from investment securities | | 1 | |
Change in unrealized appreciation on investment securities | | 45 | |
Net increase in net assets resulting from operations | | 54 | |
| | | |
Capital Share Transactions: | | | |
Proceeds from shares sold: | | | |
Initial Class | | 251 | |
Service Class | | 1,142 | |
| | 1,393 | |
Cost of shares redeemed: | | | |
Initial Class | | (1 | ) |
Service Class | | (29 | ) |
| | (30 | ) |
Net increase in net assets resulting from capital shares transactions | | 1,363 | |
| | | |
Net increase in net assets | | 1,417 | |
| | | |
Net Assets: | | | |
Beginning of year | | — | |
End of year | | $ | 1,417 | |
Undistributed net investment income | | $ | 6 | |
| | | |
Share Activity: | | | |
Shares issued: | | | |
Initial Class | | 25 | |
Service Class | | 114 | |
| | 139 | |
Shares redeemed: | | | |
Initial Class | | — | |
Service Class | | (3 | ) |
| | (3 | ) |
Net increase in shares outstanding: | | | |
Initial Class | | 25 | |
Service Class | | 111 | |
| | 136 | |
* Commenced operations November 10, 2008.
The notes to the financial statements are an integral part of this report.
6
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | | Service Class | |
| | Nov 10 to Dec 31, 2008 | | Nov 10 to Dec 31, 2008 | |
Net Asset Value | | | | | |
Beginning of period | | $ | 10.00 | | $ | 10.00 | |
Investment Operations | | | | | |
Net investment income(a) | | 0.10 | | 0.11 | |
Net realized and unrealized gain | | 0.29 | | 0.28 | |
Total operations | | 0.39 | | 0.39 | |
Net Asset Value | | | | | |
End of year | | $ | 10.39 | | $ | 10.39 | |
Total Return(b) | | 3.90 | % (c) | 3.90 | %(c) |
| | | | | |
Net Assets End of Year (000’s) | | $ | 260 | | $ | 1,157 | |
Ratio and Supplemental Data | | | | | |
Expenses to average net assets(d) | | | | | |
After reimbursement/fee waiver | | 0.52 | % (e) | 0.77 | %(e) |
Before reimbursement/fee waiver | | 17.77 | % (e) | 18.02 | %(e) |
Net investment income, to average net assets(f) | | 7.15 | % (e) | 8.04 | %(e) |
Portfolio turnover rate | | 2 | % (c) | 2 | %(c) |
(a) | | Calculation is based on average number of shares outstanding. |
| | |
(b) | | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
| | |
(c) | | Not annualized. |
| | |
(d) | | Does not include expenses of the investment companies in which the Fund invests. |
| | |
(e) | | Annualized. |
| | |
(f) | | Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests. |
The notes to the financial statements are an integral part of this report.
7
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. Transamerica Efficient Markets VP, (the “Fund”) commenced operations on November 10, 2008. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: Investment company securities are valued at the net asset value of the underlying portfolio.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date.
It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
Transamerica Asset Management, Inc (“TAM”) is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products.
8
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
AEGON USA Investment Management, LLC (“AUIM”) is both an affiliate of the Fund and is a sub-adviser of the Fund.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $50 million | | 0.42 | % |
Over $50 million to $250 million | | 0.40 | % |
Over $250 million | | 0.38 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.52% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the period from inception, November 10, 2008 to December 31, 2008. The amounts available for recapture at December 31, 2008 were as follows:
| | Advisory Fee Waived | | Available for Recapture Through | |
| | | | | |
Fiscal Year 2008: | | $ | 18 | | 12/31/2011 | |
| | | | | | |
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled less than $1 as of December 31, 2008.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the period from inception, November 10, 2008 to December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 1,329 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 15 | |
U.S. Government | | — | |
| | | | |
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | (2 | ) |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | 2 | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 6 | |
Undistributed Long-term Capital Gain | | $ | 3 | |
Capital Loss Carryforward | | $ | — | |
Post October Capital Loss Deferral | | $ | — | |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | 45 | |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
10
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Efficient Markets VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Efficient Markets VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, and the results of its operations, the changes in its net assets and the financial highlights for the period November 10, 2008 (commencement of operations) through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
11
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made no Long-Term Capital Gain Designation for the year ended December 31, 2008.
12
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS –
INITIAL REVIEW AND APPROVAL
At a meeting of the Board of Trustees of Transamerica Series Trust (“TST”) held on June 24, 2008, in approving a mandate to establish Transamerica Efficient Markets VP as a New Series of TST, the Board reviewed and considered the proposed investment advisory agreement (the “Investment Advisory Agreement”) between TST and Transamerica Efficient Markets VP (the “Fund”) and Transamerica Asset Management, Inc. (“TAM”), as well as the proposed investment sub-advisory agreement (the”Sub-Advisory Agreement”) of the Fund between TAM and AEGON USA Investment Management LLC (“AUIM”) (the “Sub-Adviser”), to determine whether the agreements should be approved for an initial two-year period. Following their review and consideration, the Trustees determined that the proposed Investment Advisory Agreement and proposed Investment Sub-Advisory Agreement would enable shareholders of the Fund to obtain high quality services at a cost that is appropriate, fair, and in the best interests of its shareholders. The Board, including the Independent members of the Board, unanimously approved the proposed Investment Advisory Agreement and proposed Investment Sub-Advisory agreement. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Adviser such information as they deemed reasonably necessary to evaluate the proposed agreements, including information about the proposed management and sub-advisory fees for the Fund, noting that the Sub-Adviser currently did not manage any comparable funds. In considering the proposed approval of the Investment Advisory and Sub-Advisory Agreement, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:
The nature, extent and quality of the advisory services to be provided. The Board considered the nature and quality of the services expected to be provided by TAM and the Sub-Adviser. They concluded that TAM and the Sub-Adviser are capable of providing high quality services to the Fund, as indicated by the nature and quality of services provided in the past by TAM for other series within the fund complex and the Sub-Adviser’s management capabilities demonstrated with respect to other funds it manages and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM and the Sub-Adviser, TAM’s management oversight process and the professional qualifications and experience of the Sub-Adviser’s portfolio management team (the Board reviewed carefully the qualifications of the prospective managers for the Fund). The Trustees determined that TAM and the Sub-Adviser can provide investment and related services that are appropriate in scope and extent in light of the Fund’s operations, the competitive landscape of the investment company business and investor needs.
It was noted that in order for the Fund to be entitled to invest in the Vanguard ETFs as proposed, the Board was required to consider whether the fees to be charged by TAM and the Sub-Adviser were duplicative of those to be charged by the manager of the Vanguard ETFs. The Board also considered whether the fees to by charged by TAM and the Sub-Advisor were duplicative of those to by charged by the manager of the Dimensional Fund Advisors funds (the “DFA funds”). It was noted that TAM will render “manager of managers” services to the Fund by, among other things, closely monitoring the Sub-Adviser’s performance and by adding additional sub-advisers or altering the composition of sub-advisers as necessary to adapt to market conditions or the New Fund’s performance. It also was noted that the Sub-Adviser has developed an asset allocation model which it will utilize to select a basket of investments for the Fund in an attempt to match or exceed the return of an unmanaged benchmark. On these bases, the Board determined that the fees to be charged by TAM and the Sub-Adviser are based on services that are in addition to, rather than duplicative of, the services provided by the adviser to the underlying DFA funds and Vanguard ETFs in which the Fund will invest.
The investment performance of the Fund. The Fund is not yet in existence and therefore had no historical performance for the Board to review. However, the Board examined performance of the asset allocation model developed by the Sub-Adviser based on the underlying performance of the DFA funds and the Vanguard ETFs. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Adviser, the Board concluded that TAM and the Sub-Adviser are capable of generating a level of investment performance that is appropriate in light of the Fund’s proposed investment objectives, policies and strategies and competitive with other investment companies, and also determined that TAM’s and the Sub-Adviser’s performance records for other funds indicate that their management of the Fund is likely to benefit the Fund and its shareholders.
The cost of advisory services provided and the level of profitability. The Fund is not yet in existence and therefore no revenue, cost or profitability data was available for the Board to review. However, the Board reviewed projected profitability information regarding TAM’s costs of procuring portfolio management services, as well as the costs of its provision of administration, transfer agency, fund accounting and other services, to the proposed Fund and other funds within the fund complex. Based on such information and the proposed management and sub-advisory fees for the Fund, the Trustees determined that the proposed management fees of the Fund generally are consistent with industry averages and are appropriate in light of the services expected to be provided or procured, the management fees and the anticipated profitability of the relationship between the Fund, TAM and its affiliates, and the Sub-Adviser.
Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Fund grows. In evaluating the extent to which the management fees payable under the new Investment Advisory and Sub-Advisory Agreement reflect economies of scale or will permit economies of scale to be realized in the future, the Board took note of TAM’s pricing strategy and the proposed advisory fee breakpoints, where applicable and as detailed in the materials provided to the Board, and noted each fee breakpoint with respect to the various asset levels to be achieved by the Fund. The Board concluded that the proposed fees, and breakpoints (when applicable), would appropriately benefit investors by permitting economies of scale in the form of lower management fees as the level of assets grows for the Fund. The Board also concluded that the Fund’s management fees appropriately reflect the Fund’s anticipated size, the current economic environment for TAM, the competitive nature of the investment company market, and TAM’s pricing strategy. The Board also noted that, in the future, it would have the opportunity to periodically re-examine whether the Fund has achieved economies of scale and the appropriateness of management fees payable to TAM and fees payable by TAM to the Sub-Adviser.
13
Benefits (such as soft dollars) to TAM, its affiliates, or the Sub-Adviser from their relationship with the Fund. The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Adviser from their relationships with the Fund, including “soft dollar” benefits (if any) in connection with brokerage transactions are expected to be reasonable and fair, and consistent with industry practice and the best interests of the Fund and their shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Fund, and that the Sub-Adviser would engage in soft dollar arrangements consistent with applicable law and “best execution” requirements. In addition, the Trustees noted that the Sub-Adviser will be asked to participate in a brokerage program pursuant to which a certain portion of brokerage commissions paid by the Fund is recaptured for the benefit of the Fund and its shareholders, which could limit the amount of “soft-dollar” arrangements the Sub-Adviser may engage in with respect to the Fund’s portfolio brokerage transactions. It was noted, however, that given the nature of the proposed Fund and the role of the Sub-Adviser in selecting Vanguard ETF and DFA fund investments for the proposed Fund, there were unlikely to be significant brokerage or soft dollar arrangements.
Other considerations. The Board considered the investment objective of the Fund and its investment strategies and determined that the Fund would enhance the investment options for affiliated insurance companies’ variable annuity products. The Board noted that other series of TST have generated considerable investor interest. The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Fund in a professional manner that is consistent with the best interests of the Fund and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Adviser. The Trustees also noted and favorably considered the procedures and policies created to invest in the Vanguard ETFs pursuant to the Vanguard exemptive order. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Fund, reflected by TAM’s expense limitation and fee waiver arrangements with the Fund which may result in TAM waiving a substantial amount of management fees for the benefit of shareholders. In approving the Fund, the Board also considered the high quality of the Sub-Adviser’s portfolio management personnel who will manage the Fund under the Sub-Advisory Agreement, and their overall portfolio management capabilities. The Board determined that they, too, have made substantial commitments to the recruitment and retention of high quality personnel, and maintain the financial and operational resources reasonably necessary to manage the Fund.
14
Transamerica Equity VP
(unaudited)
MARKET ENVIRONMENT
The year ended December 31, 2008 was exceptionally challenging for investors. As problems in the credit markets spread to other segments of the economy, unemployment rose to 7.2%, home prices fell for the third consecutive year, consumer confidence declined, and U.S. gross domestic product (“GDP”) shrank. The financial markets responded to these events with substantial losses.
The credit problems in the financial sector prompted the U.S. government to intervene early in the year with a $160 billion economic stimulus package intended to stave off an economic collapse. However, in the second quarter it became evident that the credit crisis had not only spread beyond the financial sector but also beyond U.S. borders. Subsequent attempts to stabilize the U.S. monetary system and economy with capital injections came from the Federal Reserve Board (“Fed”) and the federal government. Further, throughout the course of the year, the Fed lowered short-term interest rates from 4.25% to an unprecedented target range of 0-0.25%. China and Europe also cut interest rates in an effort to stimulate growth.
As the year came to a close, falling energy prices and the historic election of the 44th U.S. President gave the markets a much-needed confidence boost. Investor confidence plummeted once again when the Big Three automakers announced they were unable to continue funding operations without government assistance, sending ripples throughout the markets, especially among industrial suppliers to the automakers.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Equity VP Initial Class returned (46.00)%. By comparison its benchmark, the Russell 1000® Growth Index, returned (38.44)%.
STRATEGY REVIEW
The portfolio’s underperformance was largely a result of weak returns posted by individual holdings in the information technology and consumer discretionary sectors. Also pressuring relative performance were the portfolio’s underweight position in the consumer staples sector and an overweight position in the financials sector.
Within technology, strong demand for Apple’s Macs, Nanos and iPhones was undermined by continued rumors of management change. In addition, some investors believe growth in demand for the iPod has reached a plateau. We maintained our position, convinced that Apple will stay on the cutting edge of personal technology devices and continue to gain market share. We were not as optimistic about Research In Motion, Ltd., one of the largest detractors from relative performance. This maker of the BlackBerry wireless platform has fallen behind in its technology for phones, prompting us to liquidate our position.
Another significant detractor from relative performance was CME Group, Inc., an electronic derivatives exchange. Although CME is the leader in this segment, a slowdown in the company’s monthly trading volumes compared to rapid volume growth in 2007 caused the stock to sell off. We believe CME will continue to gain market share with development of several new exchange traded products and maintained our position.
On the upside, the portfolio’s relative results benefited from an underweight position versus the index in the poorly performing energy sector and strong individual stock selection within the healthcare and materials sectors (e.g., Gilead Sciences, Inc. and Sigma-Aldrich Corp.). A biotech company that develops therapeutic treatments for infectious, life-threatening diseases such as HIV, Gilead proved resilient to the economic downturn. Generally speaking, Gilead’s products are not price sensitive, patent dependent or threatened by competition. We believe there will be continued strength in the stock. Although Sigma is technically a chemicals company, it serves the healthcare industry by providing chemical products and kits used in scientific, genomic, pharmaceutical and biotech research. We believe a stable business model, expanding margins and strong cash flow bode well for this company.
Gary U. Rollé, CFA
Geoffrey I. Edelstein, CFA, CIC
Edward S. Han
John J. Huber, CFA
Peter O. Lopez
Erik U. Rollé
Co-Portfolio Managers
Transamerica Investment Management, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
Initial Class | | (46.00 | )% | (1.63 | )% | (0.37 | )% | 12.81 | % | 12/31/1980 | |
Russell 1000 Growth * | | (38.44 | )% | (3.42 | )% | (4.27 | )% | 8.27 | % | 12/31/1980 | |
Service Class | | (46.17 | )% | (1.87 | )% | N/A | | 1.94 | % | 05/01/2003 | |
NOTES
* The Russell 1000® Growth Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Growth Portfolio of Transamerica Variable Insurance Fund, Inc.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries, or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 642.43 | | 0.78 | % | $ | 3.22 | |
Hypothetical (b) | | 1,000.00 | | 1,021.22 | | 0.78 | | 3.96 | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 641.21 | | 1.03 | | 4.25 | |
Hypothetical (b) | | 1,000.00 | | 1,019.96 | | 1.03 | | 5.23 | |
| | | | | | | | | | | | |
(a) | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days). |
(b) | 5% return per year before expenses. |
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (95.7%) | | | | | |
Aerospace & Defense (6.5%) | | | | | |
Boeing Co. | | 535,000 | | $ | 22,828 | |
Raytheon Co. | | 1,420,000 | | 72,477 | |
Air Freight & Logistics (3.2%) | | | | | |
Expeditors International of Washington, Inc. | | 1,420,000 | | 47,243 | |
Auto Components (5.1%) | | | | | |
BorgWarner, Inc. ^ | | 1,287,493 | | 28,029 | |
Johnson Controls, Inc. | | 2,560,000 | | 46,490 | |
Automobiles (1.2%) | | | | | |
Daimler AG ^ | | 465,000 | | 17,800 | |
Biotechnology (6.7%) | | | | | |
Gilead Sciences, Inc. ‡ ^ | | 1,910,000 | | 97,677 | |
Capital Markets (5.0%) | | | | | |
Charles Schwab Corp. | | 1,780,000 | | 28,783 | |
T. Rowe Price Group, Inc. ^ | | 1,235,537 | | 43,787 | |
Chemicals (11.2%) | | | | | |
Ecolab, Inc. | | 1,130,000 | | 39,719 | |
Praxair, Inc. | | 1,220,000 | | 72,419 | |
Sigma-Aldrich Corp. ^ | | 1,245,000 | | 52,589 | |
Commercial Banks (3.6%) | | | | | |
Wells Fargo & Co. ^ | | 1,790,000 | | 52,769 | |
Communications Equipment (6.2%) | | | | | |
Cisco Systems, Inc. ‡ | | 1,720,000 | | 28,036 | |
Qualcomm, Inc. | | 1,775,000 | | 63,598 | |
Computers & Peripherals (4.0%) | | | | | |
Apple, Inc. ‡ | | 690,000 | | 58,892 | |
Construction & Engineering (3.6%) | | | | | |
Jacobs Engineering Group, Inc. ‡ ^ | | 1,100,000 | | 52,910 | |
Consumer Finance (1.4%) | | | | | |
American Express Co. | | 1,085,000 | | 20,127 | |
Diversified Financial Services (1.9%) | | | | | |
CME Group, Inc. -Class A | | 133,000 | | 27,679 | |
Diversified Telecommunication Services (2.6%) | | | | | |
AT&T, Inc. | | 1,320,000 | | 37,620 | |
Electrical Equipment (1.4%) | | | | | |
Emerson Electric Co. | | 574,600 | | 21,036 | |
Electronic Equipment & Instruments (3.2%) | | | | | |
Tyco Electronics, Ltd. | | 2,885,000 | | | 46,766 | |
Health Care Equipment & Supplies (6.3%) | | | | | |
Becton Dickinson & Co. | | 700,000 | | 47,873 | |
Varian Medical Systems, Inc. ‡ | | 1,250,000 | | 43,800 | |
Industrial Conglomerates (3.0%) | | | | | |
General Electric Co. | | 2,755,000 | | 44,631 | |
Internet & Catalog Retail (4.1%) | | | | | |
Amazon.com, Inc. ‡ ^ | | 1,175,000 | | 60,254 | |
Internet Software & Services (3.6%) | | | | | |
Google, Inc. -Class A ‡ | | 170,000 | | 52,301 | |
Machinery (4.8%) | | | | | |
Caterpillar, Inc. | | 745,000 | | 33,279 | |
PACCAR, Inc. ^ | | 1,290,000 | | 36,894 | |
Media (1.8%) | | | | | |
Walt Disney Co. | | 1,180,000 | | 26,774 | |
Pharmaceuticals (2.0%) | | | | | |
Allergan, Inc. | | 730,000 | | 29,434 | |
Road & Rail (3.3%) | | | | | |
Union Pacific Corp. ^ | | 1,025,000 | | 48,995 | |
Total Common Stocks (cost $1,854,609) | | | | 1,403,509 | |
| | Principal | | | |
REPURCHASE AGREEMENT (4.5%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $66,469 on 01/02/2009 à • | | $ | 66,469 | | 66,469 | |
Total Repurchase Agreement (cost $66,469) | | | | 66,469 | |
| | | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (8.2%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 119,825,074 | | 119,825 | |
| | | | | |
Total Securities Lending Collateral (cost $119,825) | | | | 119,825 | |
| | | | | |
Total Investment Securities (cost $2,040,903) # | | | | $ | 1,589,803 | |
| | | | | | |
NOTES TO SCHEUDLE OF INVESTMENTS:
^ | All or a portion of this security is on loan. The value of all securities on loan is $117,145. |
‡ | Non-income producing security. |
• | Repurchase agreement is collateralized by U.S. Government Agency Obligations with interest rates ranging from 1.00% to 4.73%, maturity dates ranging between 04/01/2034 to 06/15/2034, and with market values plus accrued interests of $67,799. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
p | Interest rate shown reflects the yield at 12/31/2008. |
# | Aggregate cost for federal income tax purposes is $2,047,217. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $89,789 and $547,203, respectively. Net unrealized depreciation for tax purposes is $457,414. |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 1,523,334 | | $ | 66,469 | | $ | — | | $ | 1,589,803 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
4
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $2,040,903) | | | |
(including securities loaned of $117,145) | | $ | 1,589,803 | |
Receivables: | | | |
Shares sold | | 39 | |
Income from loaned securities | | 120 | |
Dividends | | 3,194 | |
Dividend reclaims | | 20 | |
| | 1,593,176 | |
Liabilities: | | | |
Investment securities purchased | | 5,702 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 361 | |
Management and advisory fees | | 929 | |
Distribution and service fees | | 5 | |
Transfer agent fees | | 2 | |
Administration fees | | 26 | |
Payable for collateral for securities on loan | | 119,825 | |
Other | | 239 | |
| | 127,089 | |
Net Assets | | $ | 1,466,087 | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 979 | |
Additional paid-in capital | | 2,159,857 | |
Undistributed net investment income | | 14,322 | |
Accumulated net realized loss from investment securities | | (257,973 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (451,100 | ) |
Translation of assets and liabilities denominated in foreign currencies | | 2 | |
Net Assets | | $ | 1,466,087 | |
Net Assets by Class: | | | |
Initial Class | | $ | 1,442,534 | |
Service Class | | 23,553 | |
Shares Outstanding: | | | |
Initial Class | | 96,284 | |
Service Class | | 1,591 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 14.98 | |
Service Class | | 14.80 | |
| | | | | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends | | $ | 30,195 | |
Interest | | 483 | |
Income from loaned securities-net | | 1,101 | |
| | 31,779 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 16,160 | |
Printing and shareholder reports | | 221 | |
Custody fees | | 229 | |
Administration fees | | 455 | |
Legal fees | | 95 | |
Audit fees | | 20 | |
Trustees fees | | 68 | |
Transfer agent fees | | 38 | |
Distribution and service fees: | | | |
Service Class | | 120 | |
Other | | 50 | |
Total expenses | | 17,456 | |
| | | |
Net Investment Income | | 14,323 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (156,276 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (1,178,839 | ) |
Net Realized and Unrealized Loss | | (1,335,115 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (1,320,792 | ) |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 14,323 | | $ | 5,234 | |
Net realized gain (loss) from investment securities | | (156,276 | ) | 424,536 | |
Change in net unrealized appreciation (depreciation) on investment securities | | (1,178,839 | ) | 27,127 | |
Net increase (decrease) in net assets resulting from operations | | (1,320,792 | ) | 456,897 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (5,245 | ) | (666 | ) |
| | (5,245 | ) | (666 | ) |
From net realized gains: | | | | | |
Initial Class | | (88,939 | ) | (117,292 | ) |
Service Class | | (1,917 | ) | (2,784 | ) |
| | (90,856 | ) | (120,076 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 111,712 | | 117,201 | |
Service Class | | 7,418 | | 9,439 | |
| | 119,130 | | 126,640 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 94,184 | | 117,958 | |
Service Class | | 1,917 | | 2,784 | |
| | 96,101 | | 120,742 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (313,617 | ) | (950,077 | ) |
Service Class | | (26,555 | ) | (14,437 | ) |
| | (340,172 | ) | (964,514 | ) |
Net decrease in net assets from capital shares transactions | | (124,941 | ) | (717,132 | ) |
Net decrease in net assets | | (1,541,834 | ) | (380,977 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 3,007,921 | | 3,388,898 | |
End of year | | $ | 1,466,087 | | $ | 3,007,921 | |
Undistributed Net Investment Income | | $ | 14,322 | | $ | 5,245 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 4,590 | | 4,285 | |
Service Class | | 328 | | 349 | |
| | 4,918 | | 4,634 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 4,026 | | 4,468 | |
Service Class | | 83 | | 107 | |
| | 4,109 | | 4,575 | |
Shares redeemed: | | | | | |
Initial Class | | (13,985 | ) | (35,215 | ) |
Service Class | | (1,258 | ) | (533 | ) |
| | (15,243 | ) | (35,748 | ) |
Net decrease in shares outstanding: | | | | | |
Initial Class | | (5,369 | ) | (26,462 | ) |
Service Class | | (847 | ) | (77 | ) |
| | (6,216 | ) | (26,539 | ) |
The notes to the financial statements are an integral part of this report.
6
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 28.90 | | $ | 25.95 | | $ | 23.87 | | $ | 20.88 | | $ | 18.03 | |
Investment Operations | | | | | | | | | | | |
Net investment income (loss)(a) | | 0.15 | | 0.05 | | 0.01 | | (0.02 | ) | 0.09 | |
Net realized and unrealized gain (loss) | | (13.09 | ) | 4.07 | | 2.07 | | 3.43 | | 2.76 | |
Total operations | | (12.94 | ) | 4.12 | | 2.08 | | 3.41 | | 2.85 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.06 | ) | (0.01 | ) | — | | (0.08 | ) | — | |
From net realized gains | | (0.92 | ) | (1.16 | ) | — | | (0.34 | ) | — | |
Total distributions | | (0.98 | ) | (1.17 | ) | — | | (0.42 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 14.98 | | $ | 28.90 | | $ | 25.95 | | $ | 23.87 | | $ | 20.88 | |
Total Return(b) | | (46.00 | )% | 16.29 | % | 8.71 | % | 16.54 | % | 15.81 | % |
Net Assets End of Year (000’s) | | $ | 1,442,534 | | $ | 2,938,220 | | $ | 3,324,168 | | $ | 1,670,310 | | $ | 1,229,731 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.76 | % | 0.76 | % | 0.77 | % | 0.80 | % | 0.81 | % |
Net investment income (loss), to average net assets | | 0.63 | % | 0.18 | % | 0.04 | % | (0.10 | )% | 0.48 | % |
Portfolio turnover rate | | 33 | % | 38 | % | 47 | % | 34 | % | 69 | % |
For a share outstanding throughout each period
| | Service Class Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 28.59 | | $ | 25.73 | | $ | 23.73 | | $ | 20.80 | | $ | 17.99 | |
Investment Operations | | | | | | | | | | | |
Net investment income (loss)(a) | | 0.08 | | (0.02 | ) | (0.05 | ) | (0.07 | ) | 0.09 | |
Net realized and unrealized gain (loss) | | (12.95 | ) | 4.04 | | 2.05 | | 3.40 | | 2.72 | |
Total operations | | (12.87 | ) | 4.02 | | 2.00 | | 3.33 | | 2.81 | |
Distributions | | | | | | | | | | | |
From net investment income | | — | | — | | — | | (0.06 | ) | — | |
From net realized gains | | (0.92 | ) | (1.16 | ) | — | | (0.34 | ) | — | |
Total distributions | | (0.92 | ) | (1.16 | ) | — | | (0.40 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 14.80 | | $ | 28.59 | | $ | 25.73 | | $ | 23.73 | | $ | 20.80 | |
Total Return(b) | | (46.17 | )% | 16.04 | % | 8.38 | % | 16.28 | % | 15.62 | % |
Net Assets End of Year (000’s) | | $ | 23,553 | | $ | 69,701 | | $ | 64,730 | | $ | 37,784 | | $ | 18,159 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.01 | % | 1.01 | % | 1.02 | % | 1.05 | % | 1.08 | % |
Net investment income (loss), to average net assets | | 0.35 | % | (0.07 | )% | (0.22 | )% | (0.35 | )% | 0.49 | % |
Portfolio turnover rate | | 33 | % | 38 | % | 47 | % | 34 | % | 69 | % |
(a) | Calculation is based on average number of shares outstanding. |
| |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
7
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Transamerica Equity also changed its name to Transamerica Equity VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $167 are included in net realized loss in the Statement of Operations.
8
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affliliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM,TFS, and TCI are affilates of AEGON, NV, a Netherlands corporation.
Transamerica Investment Management, LLC (“TIM”) is both an affiliate of the Fund and is a sub-adviser of the Fund.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
Transamerica Asset Allocation-Conservative VP | | $ | 26,003 | | 1.77 | % |
| | | | | | |
Transamerica Asset Allocation-Growth VP | | 64,571 | | 4.40 | |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 78,846 | | 5.38 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 190,694 | | 13.01 | |
| | | | | |
Total | | $ | 360,114 | | 24.56 | % |
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $500 million | | 0.75 | % |
Over $500 million up to $2.5 billion | | 0.70 | % |
Over $2.5 billion | | 0.65 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.85% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $60 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, and was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary).
Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $6.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 737,092 | |
U.S. Government | | — | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 973,852 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | (176,103 | ) |
Undistributed (accumulated) net investment income (loss) | | $ | (1 | ) |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | 176,104 | |
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. (continued)
The capital loss carryforwards are available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the periods listed:
Capital Loss Carryforwards | | Available Through | |
$ | 19,818 | | December 31, 2009 | |
$ | 81,035 | | December 31, 2010 | |
$ | 61,800 | | December 31, 2016 | |
The capital loss carryforward utilized during the year ended December 31, 2008 was $176,103.
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 666 | |
Long-term Capital Gain | | 120,076 | |
2008 Distributions paid from: | | | |
Ordinary Income | | 5,261 | |
Long-term Capital Gain | | 90,840 | |
| | | | |
The tax basis components of distributable earnings as of as follows:
Undistributed Ordinary Income | | $ | 14,322 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (162,653 | ) |
Post October Capital Loss Deferral | | $ | (89,006 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (457,412 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
11
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Equity VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Equity VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
12
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $90,840 for the year ended December 31, 2008.
13
Transamerica Equity II VP
(unaudited)
MARKET ENVIRONMENT
The year ended December 31, 2008 was exceptionally challenging for investors. As problems in the credit markets spread to other segments of the economy, unemployment rose to 7.2%, home prices fell for the third consecutive year, consumer confidence declined, and U.S. gross domestic product (“GDP”) shrank. The financial markets responded to these events with substantial losses.
The credit problems in the financial sector prompted the U.S. government to intervene early in the year with a $160 billion economic stimulus package intended to stave off an economic collapse. However, in the second quarter it became evident that the credit crisis had not only spread beyond the financial sector but also beyond U.S. borders. Subsequent attempts to stabilize the U.S. monetary system and economy with capital injections came from the Federal Reserve Board (“Fed”) and the federal government. Further, throughout the course of the year, the Fed lowered short-term interest rates from 4.25% to an unprecedented target range of 0-0.25%. China and Europe also cut interest rates in an effort to stimulate growth.
As the year came to a close, falling energy prices and the historic election of the 44th U.S. President gave the markets a much-needed confidence boost. Investor confidence plummeted once again, however, when the “Big Three” automakers announced they were unable to continue funding operations without government assistance, sending ripples throughout the markets, especially among industrial suppliers to the automakers.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Equity II VP Initial Class returned (45.59)%. By comparison its benchmark, the Russell 1000® Growth Index, returned (38.44)%.
STRATEGY REVIEW
The portfolio’s underperformance was largely a result of weak returns posted by individual holdings in the information technology and consumer discretionary sectors. Also pressuring relative performance were the portfolio’s underweight position in the consumer staples sector and an overweight position in the financials sector.
Within technology, strong demand for Apple’s Macs, Nanos and iPhones was undermined by continued rumors of management change. In addition, some investors believe growth in demand for the iPod has reached a plateau. We maintained our position, convinced that Apple will stay on the cutting edge of personal technology devices and continue to gain market share. We were not as optimistic about Research In Motion, Ltd., one of the largest detractor from relative performance. This maker of the BlackBerry wireless platform has fallen behind in its technology for phones, prompting us to liquidate our position.
Another significant detractor from relative performance was CME Group, Inc., an electronic derivatives exchange. Although CME is the leader in this segment, a slowdown in the company’s monthly trading volumes compared to rapid volume growth in 2007 caused the stock to sell off. We believe CME will continue to gain market share with development of several new exchange traded products and maintained our position.
On the upside, the portfolio’s relative results benefited from an underweight position versus the index in the poorly performing energy sector and strong individual stock selection within the healthcare and materials sectors (e.g., Gilead Sciences, Inc. and Sigma-Aldrich Corp.). A biotech company that develops therapeutic treatments for infectious, life-threatening diseases such as HIV, Gilead proved resilient to the economic downturn. Generally speaking, Gilead’s products are not price sensitive, patent dependent or threatened by competition. We believe there will be continued strength in the stock. Although Sigma is technically a chemicals company, it serves the healthcare industry by providing chemical products and kits used in scientific, genomic, pharmaceutical and biotech research. We believe a stable business model, expanding margins and strong cash flow bode well for this company.
Gary U. Rollé, CFA
Geoffrey I. Edelstein, CFA, CIC
Edward S. Han
John J. Huber, CFA
Peter O. Lopez
Erik U. Rollé
Co-Portfolio Managers
Transamerica Investment Management, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
| | | | | | | | | |
Initial Class | | (45.59 | )% | (1.00 | )% | (0.96 | )% | 12/30/2003 | |
Russell 1000 Growth * | | (38.44 | )% | (3.42 | )% | (3.40 | )% | 12/30/2003 | |
NOTES
* The Russell 1000® Growth Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 642.43 | | 0.30 | % | $ | 1.24 | |
Hypothetical (b) | | 1,000.00 | | 1,023.63 | | 0.30 | | 1.53 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (97.0%) | | | | | |
Aerospace & Defense (6.5%) | | | | | |
Boeing Co. | | 4,000 | | $ | 171 | |
Raytheon Co. | | 10,600 | | 541 | |
Air Freight & Logistics (3.2%) | | | | | |
Expeditors International of Washington, Inc. | | 10,500 | | 349 | |
Auto Components (4.9%) | | | | | |
BorgWarner, Inc. | | 9,780 | | 213 | |
Johnson Controls, Inc. | | 18,200 | | 330 | |
Automobiles (1.2%) | | | | | |
Daimler AG | | 3,500 | | 134 | |
Biotechnology (6.1%) | | | | | |
Gilead Sciences, Inc. ‡ | | 13,000 | | 665 | |
Capital Markets (5.0%) | | | | | |
Charles Schwab Corp. | | 13,500 | | 218 | |
T. Rowe Price Group, Inc. | | 9,383 | | 333 | |
Chemicals (13.3%) | | | | | |
Ecolab, Inc. | | 8,000 | | 281 | |
Praxair, Inc. | | 13,000 | | 772 | |
Sigma-Aldrich Corp. | | 9,500 | | 401 | |
Commercial Banks (3.6%) | | | | | |
Wells Fargo & Co. | | 13,500 | | 398 | |
Communications Equipment (6.2%) | | | | | |
Cisco Systems, Inc. ‡ | | 13,000 | | 212 | |
Qualcomm, Inc. | | 13,200 | | 473 | |
Computers & Peripherals (3.9%) | | | | | |
Apple, Inc. ‡ | | 5,000 | | 427 | |
Construction & Engineering (3.6%) | | | | | |
Jacobs Engineering Group, Inc. ‡ | | 8,200 | | 394 | |
Consumer Finance (1.4%) | | | | | |
American Express Co. | | 8,000 | | 148 | |
Diversified Financial Services (1.8%) | | | | | |
CME Group, Inc. -Class A | | 970 | | 202 | |
Diversified Telecommunication Services (2.6%) | | | | | |
AT&T, Inc. | | 9,800 | | 279 | |
Electrical Equipment (1.5%) | | | | | |
Emerson Electric Co. | | 4,400 | | 161 | |
Electronic Equipment & Instruments (3.3%) | | | | | |
Tyco Electronics, Ltd. | | 22,000 | | 357 | |
Health Care Equipment & Supplies (6.2%) | | | | | |
Becton Dickinson & Co. | | 5,300 | | 362 | |
Varian Medical Systems, Inc. ‡ | | 9,000 | | 315 | |
Industrial Conglomerates (3.0%) | | | | | |
General Electric Co. | | 20,500 | | 332 | |
Internet & Catalog Retail (4.2%) | | | | | |
Amazon.com, Inc. ‡ | | 9,000 | | 462 | |
Internet Software & Services (3.5%) | | | | | |
Google, Inc. -Class A ‡ | | 1,260 | | 388 | |
Machinery (4.7%) | | | | | |
Caterpillar, Inc. | | 5,500 | | 246 | |
PACCAR, Inc. | | 9,500 | | 272 | |
Media (1.9%) | | | | | |
Walt Disney Co. | | 9,000 | | 204 | |
Pharmaceuticals (2.0%) | | | | | |
Allergan, Inc. | | 5,500 | | 222 | |
Road & Rail (3.4%) | | | | | |
Union Pacific Corp. | | 7,700 | | 368 | |
Total Common Stocks (cost $13,296) | | | | 10,630 | |
| | | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (3.3%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $360 on 01/02/2009 à • | | $ | 360 | | 360 | |
Total Repurchase Agreement (cost $360) | | | | 360 | |
| | | | | |
Total Investment Securities (cost $13,656) # | | | | $ | 10,990 | |
| | | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
‡ | Non-income producing security. |
• | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 01/29/2009, and with a market value plus accrued interest of $400. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | Aggregate cost for federal income tax purposes is $13,720. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $907 and $3,637, respectively. Net unrealized depreciation for tax purposes is 2,730. |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 10,630 | | $ | 360 | | $ | — | | $ | 10,990 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
4
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $13,656) | | $ | 10,990 | |
Receivables: | | | |
Dividends | | 24 | |
| | 11,014 | |
Liabilities: | | | |
Investment securities purchased | | 38 | |
Accounts payable and accrued liabilities: | | | |
Management and advisory fees | | 2 | |
Other | | 18 | |
| | 58 | |
| | | |
Net Assets | | $ | 10,956 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | 23 | |
Additional paid-in capital | | 14,428 | |
Undistributed net investment income | | 180 | |
Accumulated net realized loss from investment securities | | (1,009 | ) |
Net unrealized depreciation on investment securities | | (2,666 | ) |
Net Assets | | $ | 10,956 | |
Shares Outstanding | | 2,333 | |
Net Asset Value and Offering Price Per Share | | $ | 4.70 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends | | $ | 226 | |
Interest | | 4 | |
| | 230 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 50 | |
Transfer agent fees | | — | (a) |
Printing and shareholder reports | | 1 | |
Custody fees | | 5 | |
Administration fees | | 3 | |
Legal fees | | 1 | |
Audit fees | | 18 | |
Trustees fees | | 1 | |
Total expenses | | 79 | |
Less management and advisory fee waiver | | (29 | ) |
Net expenses | | 50 | |
| | | |
Net Investment Income | | 180 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (970 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (8,755 | ) |
Net Realized and Unrealized Loss | | (9,725 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (9,545 | ) |
(a) Rounds to less than $1.
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 180 | | $ | 132 | |
Net realized gain (loss) from investment securities | | (970 | ) | 2,749 | |
Change in unrealized appreciation (depreciation) on investment securities | | (8,755 | ) | 509 | |
Net increase (decrease) in net assets resulting from operations | | (9,545 | ) | 3,390 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | (132 | ) | (96 | ) |
From net realized gains: | | (2,745 | ) | (1,477 | ) |
| | (2,877 | ) | (1,573 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold | | 1 | | 5 | |
Dividends and distributions reinvested | | 2,877 | | 1,573 | |
Cost of shares redeemed | | (1,051 | ) | (1,253 | ) |
Net increase in net assets from capital shares transactions | | 1,827 | | 325 | |
Net increase (decrease) in net assets | | (10,595 | ) | 2,142 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | $ | 21,551 | | $ | 19,409 | |
End of year | | $ | 10,956 | | $ | 21,551 | |
Undistributed Net Investment Income | | $ | 180 | | $ | 132 | |
| | | | | |
Share Activity: | | | | | |
Shares issued-reinvested from distributions | | $ | 392 | | $ | 168 | |
Shares redeemed | | $ | (147 | ) | $ | (124 | ) |
Net increase in shares outstanding | | $ | 245 | | $ | 44 | |
The notes to the financial statements are an integral part of this report.
6
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 10.32 | | $ | 9.50 | | $ | 9.49 | | $ | 11.66 | | $ | 10.02 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.09 | | 0.06 | | 0.05 | | 0.04 | | 0.09 | |
Net realized and unrealized gain (loss) | | (4.28 | ) | 1.55 | | 0.72 | | 1.62 | | 1.55 | * |
Total operations | | (4.19 | ) | 1.61 | | 0.77 | | 1.66 | | 1.64 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.07 | ) | (0.05 | ) | (0.04 | ) | (0.14 | ) | — | |
From net realized gains | | (1.36 | ) | (0.74 | ) | (0.72 | ) | (3.69 | ) | — | |
Total distributions | | (1.43 | ) | (0.79 | ) | (0.76 | ) | (3.83 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 4.70 | | $ | 10.32 | | $ | 9.50 | | $ | 9.49 | | $ | 11.66 | |
Total Return(b) | | (45.59 | )% | 17.72 | % | 8.76 | % | 17.29 | % | 16.37 | %* |
Net Assets End of Year (000’s) | | $ | 10,956 | | $ | 21,551 | | $ | 19,409 | | $ | 19,991 | | $ | 19,171 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | | | | | | | | | | |
After reimbursement/fee waiver | | 0.30 | % | 0.30 | % | 0.30 | % | 0.30 | % | 0.30 | % |
Before reimbursement/fee waiver | | 0.47 | % | 0.47 | % | 0.45 | % | 0.44 | % | 0.36 | % |
Net investment income, to average net assets | | 1.08 | % | 0.64 | % | 0.49 | % | 0.36 | % | 0.84 | % |
Portfolio turnover rate | | 32 | % | 47 | % | 19 | % | 29 | % | 33 | % |
(a) Calculation is based on average number of shares outstanding.
(b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
* The capital contribution from affiliates is included in net realized and unrealized gain of $0.21. The capital contribution from affiliates increased total return by 2.10% for the year ended December 31, 2004.
The notes to the financial statements are an integral part of this report.
7
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Transamerica Equity II also changed its name to Transamerica Equity II VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank and Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
There were no recaptured commissions during the year ended December 31, 2008.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
8
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affliliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affilates of AEGON, NV, a Netherlands corporation.
Transamerica Investment Management, LLC (“TIM”) is both an affiliate of the Fund and a sub-adviser to the Fund.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following rate:
0.30% of average daily net assets
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.30% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. The amounts available for recapture at December 31, 2008 were as follows:
| | Advisory Fee | | Available for | |
| | Waived | | Recapture Through | |
| | | | | |
Fiscal Year 2008: | | $ | 29 | | 12/31/2011 | |
Fiscal Year 2007: | | 34 | | 12/31/2010 | |
Fiscal Year 2006: | | 30 | | 12/31/2009 | |
| | | | | | |
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s shares, amounts equal to actual expenses associated with distributing the shares.
The Fund is authorized under the Distribution Plan to pay fees up to a limit of 0.15%.
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled less than $1 as of December 31, 2008.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled less than $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 5,311 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 6,310 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
| | | | |
$ | 372 | | December 31, 2016 | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 96 | |
Long-term Capital Gain | | 1,477 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 141 | |
Long-term Capital Gain | | 2,736 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 180 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (372 | ) |
Post October Capital Loss Deferral | | $ | (573 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (2,730 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
10
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Equity II VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Equity II VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
11
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $2,736 for the year ended December 31, 2008
12
Transamerica Federated Market Opportunity VP
(unaudited)
MARKET ENVIRONMENT
The year ended December 31, 2008 was extraordinarily poor for all equity markets. In the United States, the Standard and Poor’s 500 Composite Index (“S&P 500”), for example, returned (37.00)%. The portfolio, in contrast, returned (4.53)%. Financial system and economic distress have continued to spread, moving from the financial sector to the non-financial sector of the economy throughout the world. Late in the year, the US government passed a bailout program for financial institutions. Seeing that markets remained troubled and that the financial crisis was threatening financial systems and global economies, governments around the world coordinated efforts on interest rate cuts and implemented a variety of capital and financial guarantee programs aimed at restoring the functioning of credit markets.
Though economic and financial news is bleak and likely to get bleaker, markets don’t go straight up or down. The plunge in stock prices sharply improved valuations and left markets due for a sharp rebound. Indeed, the S&P 500 as of December 31 has rebounded approximately 20% from its November 20 low.
Nevertheless, in our opinion the big picture hasn’t changed. Stocks are in a secular bear market. With the Federal Reserve Board (“Fed”) degrading and vastly increasing its balance sheet to an unprecedented degree and the government seemingly planning to bail out the entire financial system, the consequences for taxpayers and the U.S. dollar are bleak. While these measures might avert a global market collapse and another Great Depression, they will not avert a severe global recession and profit collapse. While market valuations became much more attractive after the plunge in stock prices, valuations have not reached levels that have been associated with historic market lows. Consequently, we believe that the November 20 low will not mark the ultimate bottom for this bear market.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Federated Market Opportunity VP Initial Class returned (4.53)%. By comparison its primary and secondary benchmarks, the Russell 3000® Value Index and the Merrill Lynch 3-Month Treasury Bill Index, returned (36.25)% and 2.06%, respectively.
STRATEGY REVIEW
The portfolio is managed with an emphasis on moderate capital appreciation with low volatility, and an emphasis on capital preservation when valuations and risks are high. While there is an equity benchmark associated with the portfolio, it is not managed towards an equity benchmark or with regard to the individual components of an equity benchmark.
For most of the fiscal year, the portfolio had been positioned to benefit from a significant decline in U.S. equity prices. The portfolio had substantial cash reserves in addition to put options and ultra short exchange-traded funds (“ETFs”) as a hedge against a decline in stock prices. The put options and ultra short ETFs would increase in value if stock prices fell. This worked quite well for the portfolio until the end of June, since the market declined and produced significant gains on the put options and ultra short ETFs. We believed that market bubble history and market valuation history in general, and the rapidly deteriorating economic and financial conditions, supported a highly risk-averse strategy during the period. Unfortunately, during the summer and especially in September and October, the portfolio’s large holdings in gold and energy stocks had large losses from a sharp correction in commodity markets and related stock prices. (We believe that both sectors are still in secular bull markets and are now quite attractively priced.)
Late in the fiscal year with the passage of the US government bailout program, we changed our position and took a neutral, rather than bearish, position on stock markets. As markets crashed in October, the managers added significantly to stocks, as sharply lower prices resulted in much better valuations, along with the expectation of a strong bounce from overly depressed levels.
Gold and energy stocks were especially hurt with the bursting of the commodity bubble. We noted that gold stocks were quite cheap relative to the price of gold and thought there were not large risks in that sector. When gold stocks plummeted in October, they became the cheapest on record versus gold bullion and were extremely attractive in our opinion. Late in the fiscal year, gold stocks made a strong recovery and continue to look attractive in our opinion.
In terms of currencies and their impact on investment results for foreign holdings, the U.S. dollar appreciated against most currencies, as the U.S. dollar index (“DXY”) rose 6%. This increase of the U.S. dollar relative to other currencies decreased the value in U.S. dollar terms of returns on the portfolio’s foreign holdings. In particular, the Canadian dollar fell 18%, and the Euro 4%. However; the Japanese yen gained 23% and partially offset the losses in the other currencies.
Among the number of positive contributors to the portfolio’s performance, the best was the put options on the Nasdaq 100. The worst contributor was from Coeur D’alene Mines Corp., a US silver and gold mining company. On a relative basis, the best performing sectors were financials and consumer discretionary, while the worst performing were energy and materials.
Steven J. Lehman, CFA
Portfolio Manager
Federated Equity Management Company of Pennsylvania
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (4.53 | )% | 2.28 | % | 7.42 | % | 8.82 | % | 03/01/1994 | |
Russell 3000 Value * | | (36.25 | )% | (0.72 | )% | 1.69 | % | 7.54 | % | 03/01/1994 | |
Merrill Lynch 3 Month Treasury Bill * | | 2.06 | % | 3.25 | % | 3.45 | % | 4.05 | % | 03/01/1994 | |
Service Class | | (4.65 | )% | 2.06 | % | N/A | | 5.26 | % | 05/01/2003 | |
NOTES
* The Russell 3000 Value Index and Merrill Lynch 3 Month Treasury Bill Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 900.64 | | 0.83 | % | $ | 3.97 | |
Hypothetical (b) | | 1,000.00 | | 1,020.96 | | 0.83 | | 4.22 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 900.77 | | 1.08 | | 5.16 | |
Hypothetical (b) | | 1,000.00 | | 1,019.71 | | 1.08 | | 5.48 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Asset Type
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by asset type of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (63.9%) | | | | | |
Bermuda (2.2%) | | | | | |
Bunge, Ltd. ^ | | 135,000 | | $ | 6,989 | |
Canada (14.3%) | | | | | |
Barrick Gold Corp. | | 110,000 | | 4,045 | |
EnCana Corp. | | 30,000 | | 1,394 | |
Enerplus Resources Trust | | 165,000 | | 3,231 | |
Goldcorp, Inc. | | 185,000 | | 5,833 | |
Golden Star Resources, Ltd. ‡ ^ | | 700,000 | | 700 | |
Iamgold Corp. ^ | | 340,000 | | 2,077 | |
Kinross Gold Corp. ^ | | 100,000 | | 1,842 | |
Pan American Silver Corp. ‡ ^ | | 280,000 | | 4,780 | |
Penn West Energy Trust ^ | | 250,000 | | 2,780 | |
Petro-Canada | | 70,000 | | 1,532 | |
Silver Wheaton Corp. ‡ ^ | | 290,000 | | 1,882 | |
Yamana Gold, Inc. ^ | | 1,840,000 | | 14,205 | |
Cayman Islands (0.9%) | | | | | |
Noble Corp. ^ | | 120,000 | | 2,651 | |
Finland (0.8%) | | | | | |
Nokia OYJ ADR | | 160,000 | | 2,496 | |
France (1.7%) | | | | | |
Veolia Environnement | | 170,000 | | 5,362 | |
Japan (2.2%) | | | | | |
Chiyoda Corp. ^ | | 354,000 | | 1,972 | |
Nitto Denko Corp. | | 140,000 | | 2,680 | |
ROHM Co., Ltd. | | 46,000 | | 2,322 | |
Netherlands (1.3%) | | | | | |
Chicago Bridge & Iron Co. NV -Class Y | | 120,000 | | 1,206 | |
Koninklijke Philips Electronics NV | | 145,000 | | 2,875 | |
Netherlands Antilles (1.0%) | | | | | |
Schlumberger, Ltd. ^ | | 75,000 | | 3,175 | |
Peru (1.0%) | | | | | |
Cia de Minas Buenaventura SA ADR ^ | | 150,000 | | 2,988 | |
Singapore (1.1%) | | | | | |
Singapore Airlines, Ltd. | | 430,000 | | 3,382 | |
South Africa (0.8%) | | | | | |
Gold Fields, Ltd. ADR ^ | | 260,000 | | 2,582 | |
Switzerland (1.3%) | | | | | |
ABB, Ltd. ADR | | 260,000 | | 3,903 | |
United States (35.3%) | | | | | |
Affymetrix, Inc. ‡ | | 284,400 | | 850 | |
AGCO Corp. ‡ ^ | | 135,000 | | 3,185 | |
Baker Hughes, Inc. | | 40,000 | | 1,283 | |
Biogen IDEC, Inc. ‡ | | 65,000 | | 3,096 | |
BJ Services Co. ^ | | 280,000 | | 3,268 | |
Cameron International Corp. ‡ | | 115,000 | | 2,357 | |
Ceradyne, Inc. ‡ ^ | | 114,000 | | 2,315 | |
CF Industries Holdings, Inc. | | 120,000 | | 5,899 | |
Cimarex Energy Co. ^ | | 120,000 | | 3,214 | |
Cisco Systems, Inc. ‡ | | 150,000 | | 2,445 | |
Coeur D’alene Mines Corp. ‡ ^ | | 790,000 | | 695 | |
eBay, Inc. ‡ | | 180,000 | | 2,513 | |
Emerson Electric Co. | | 80,000 | | 2,929 | |
Ensco International, Inc. | | 155,000 | | 4,400 | |
Forest Laboratories, Inc. ‡ | | 115,000 | | 2,929 | |
Freeport-McMoRan Copper & Gold, Inc. ^ | | 125,000 | | 3,055 | |
Frontier Oil Corp. ^ | | 230,000 | | 2,905 | |
General Electric Co. | | 140,000 | | | 2,268 | |
Holly Corp. ^ | | 140,000 | | 2,552 | |
Intel Corp. ^ | | 145,000 | | 2,126 | |
Maxim Integrated Products, Inc. ^ | | 250,000 | | 2,855 | |
Memc Electronic Materials, Inc. ‡ | | 130,000 | | 1,856 | |
Merck & Co., Inc. ^ | | 136,532 | | 4,151 | |
Mosaic Co. ^ | | 130,000 | | 4,498 | |
Murphy Oil Corp. | | 45,000 | | 1,996 | |
National Oilwell Varco, Inc. ‡ | | 90,000 | | 2,200 | |
Newfield Exploration Co. ‡ ^ | | 155,000 | | 3,061 | |
Newmont Mining Corp. ^ | | 80,000 | | 3,256 | |
Patterson-UTI Energy, Inc. ^ | | 610,000 | | 7,021 | |
Rowan Cos., Inc. ^ | | 240,000 | | 3,816 | |
Sepracor, Inc. ‡ ^ | | 240,000 | | 2,635 | |
Stillwater Mining Co. ‡ ^ | | 175,000 | | 864 | |
Stone Energy Corp. ‡ ^ | | 179,000 | | 1,973 | |
Symantec Corp. ‡ ^ | | 215,000 | | 2,907 | |
Terex Corp. ‡ ^ | | 115,000 | | 1,992 | |
Unit Corp. ‡ ^ | | 148,000 | | 3,954 | |
Valero Energy Corp. | | 230,000 | | 4,977 | |
Zimmer Holdings, Inc. ‡ | | 60,000 | | 2,425 | |
Total Common Stocks (cost $238,339) | | | | 199,605 | |
| | | | | |
INVESTMENT COMPANIES (7.3%) | | | | | |
United States (7.3%) | | | | | |
iShares MSCI EAFE Index Fund | | 330,000 | | 14,807 | |
iShares MSCI Japan Index Fund | | 350,000 | | 3,360 | |
iShares S&P Europe 350 Index Fund ^ | | 150,000 | | 4,671 | |
Total Investment Companies (cost $23,716) | | | | 22,838 | |
| | Contracts G | | | |
PURCHASED OPTION (0.2%) | | | | | |
Put Options (0.2%) | | | | | |
Wells Fargo & Co. | | | | | |
Put Strike $35.00 | | | | | |
Expires 04/18/2009 | | 850 | | 637 | |
Total Purchased Option (cost $640) | | | | 637 | |
| | Principal | | | |
REVERSE CONVERTIBLE BONDS ¥ (0.7%) | | | | | |
United States (0.0%) | | | | | |
Lehman Brothers Holdings, Inc. | | | | | |
18.20%, due 01/27/2009 -144A Џ § Ə | | $ | 899 | | 184 | |
Switzerland (0.7%) | | | | | |
Credit Suisse, Inc. | | | | | |
20.00%, due 02/02/2009 | | 138 | | 2,080 | |
Total Reverse Convertible Bond (cost $6,213) | | | | 2,264 | |
| | | | | |
SHORT-TERM U.S. GOVERNMENT OBLIGATIONS (2.4%) | | | | | |
U.S. Cash Management Bill | | | | | |
Zero Coupon, due 04/29/2009 ^ | | 2,850 | | 2,835 | |
U.S. Treasury Bill | | | | | |
Zero Coupon, due 04/09/2009 | | 4,500 | | 4,490 | |
Total Short-Term U.S. Government Obligations (cost $7,325) | | | | 7,325 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
4
| | Principal | | Value | |
REPURCHASE AGREEMENT (25.5%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $79,657 on 01/02/2009 à • | | $ | 79,657 | | $ | 79,657 | |
Total Repurchase Agreement (cost $79,657) | | | | 79,657 | |
| | | | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (9.2%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 28,856,641 | | 28,857 | |
Total Securities Lending Collateral (cost $28,857) | | | | 28,857 | |
| | | | | |
Total Investment Securities (cost $384,747) # | | | | $ | 341,183 | |
| | | | | | |
| | Contracts G | | | |
WRITTEN-OPTIONS (0.0%) | | | | | |
Put Options - 0.0% | | | | | |
Barrick Gold Corp. | | | | | |
Put Strike $35.00 | | | | | |
Expires 1/17/2009 | | 800 | | (96 | ) |
Total Written Options (Premiums: $458) | | | | (96 | ) |
FORWARD FOREIGN CURRENCY CONTRACTS:
Currency | | Bought (Sold) | | Settlement Date | | Amount in U.S. Dollars Bought (Sold) | | Net Unrealized Appreciation (Depreciation) | |
Australian | | 9,100 | | 3/25/2009 | | 6,294 | | (1 | ) |
Euro | | (8,700 | ) | 3/23/2009 | | (12,521 | ) | 462 | |
Japanese Yen | | (1,901,813 | ) | 3/16/2009 | | (20,877 | ) | (140 | ) |
Swedish Krona | | 90,339 | | 3/16/2009 | | 11,357 | | 58 | |
| | | | | | | | $ | 379 | |
| | | | | | | | | | |
INVESTMENTS BY INDUSTRY (unaudited): | | Percentage of Total Investments | | Value | |
Metals & Mining | | 14.4 | % | $ | 48,805 | |
Energy Equipment & Services | | 10.1 | % | 34,126 | |
Oil, Gas & Consumable Fuels | | 8.7 | % | 29,614 | |
Capital Markets | | 6.8 | % | 23,022 | |
Chemicals | | 3.7 | % | 13,077 | |
Pharmaceuticals | | 2.8 | % | 9,715 | |
Semiconductors & Semiconductor Equipment | | 2.7 | % | 9,159 | |
Food Products | | 2.0 | % | 6,989 | |
Electrical Equipment | | 2.0 | % | 6,832 | |
Multi-Utilities | | 1.6 | % | 5,362 | |
Machinery | | 1.5 | % | 5,176 | |
Industrial Conglomerates | | 1.5 | % | 5,143 | |
Communications Equipment | | 1.4 | % | 4,941 | |
Airlines | | 1.0 | % | 3,382 | |
Construction & Engineering | | 1.0 | % | 3,178 | |
Biotechnology | | 0.9 | % | 3,096 | |
Software | | 0.9 | % | 2,907 | |
Internet Software & Services | | 0.7 | % | 2,513 | |
Health Care Equipment & Supplies | | 0.7 | % | 2,425 | |
Aerospace & Defense | | 0.7 | % | 2,315 | |
Commercial Banks | | 0.6 | % | 2,080 | |
Life Sciences Tools & Services | | 0.2 | % | 850 | |
Derivative | | 0.2 | % | 637 | |
Investment Securities, at Value | | 66.1 | % | 225,344 | |
Short-Term Investments | | 33.9 | % | 115,839 | |
Total Investments | | 100.0 | % | $ | 341,183 | |
The notes to the financial statements are an integral part of this report.
5
At December 31, 2008
(all amounts in thousands)
NOTES TO SCHEDULE OF INVESTMENTS:
^ | All or a portion of this security is on loan. The value of all securities on loan is $27,924. |
‡ | Non-income producing security. |
G | Contract amounts are not in thousands. |
§ | Illiquid. These securities aggregated $184, or 0.06% of the Fund’s net assets. |
Џ | In default. |
¥ | A bond that can be converted to cash, debt, or equity at the discretion of the issuer at a set date. The bond contains an embedded derivative that allows the issuer to put the bond to bondholders at a set date prior to the bond’s maturity for existing debt or shares of an underlying company. The underlying company need not be related in any way to the issuer’s business. |
• | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 05/14/2009, and with a market value plus accrued interest of $81,252. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
p | Interest rate shown reflects the yield at 12/31/2008. |
# | Aggregate cost for federal income tax purposes is $388,596. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $8,832 and $56,245, respectively. Net unrealized depreciation for tax purposes is $47,413. |
Ə | Security fair valued as determined in good faith in accordance with procedures established by the Trust’s Board of Trustees. |
DEFINITIONS:
144A | 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities are deemed to be liquid for purposes of compliance limitations on holdings of illiquid securities and may be resold as transactions exempt from registration, normally to qualified institutional buyers. At 12/31/2008, these securities aggregated $184, or 0.06% of the Fund’s net assets. |
ADR | American Depositary Receipt |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | Total Investments in Securities | | Other Financial Instruments* | |
Level 1 | | Level 2 | | Level 3 | | (net of written options) | | Level 1 | | Level 2 | | Level 3 | |
$ | 232,706 | | $ | 108,197 | | $ | 184 | | $ | 341,087 | | $ | — | | $ | 379 | | $ | — | |
| | | | | | | | | | | | | | | | | | | | |
*Other financial instruments are derivative instruments such as futures, forwards, and swap contracts, which are valued at the unrealized appreciation (depreciation) on the instrument.
The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Fund during the year ending December 31, 2008:
Beginning Balance at 12/31/2007 | | Net Purchases/ (Sales) | | Accrued Discounts/ (Premiums) | | Total Realized Gain/ (Loss) | | Total Unrealized Appreciation/ (depreciation) | | Net Transfers In/(Out) of Level 3 | | Ending Balance at 12/31/2008 | |
$ | — | | $ | 4,094 | | $ | — | | $ | — | | $ | (3,910 | ) | $ | — | | $ | 184 | |
| | | | | | | | | | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
6
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $305,090) (including securities loaned of $27,924) | | $ | 261,526 | |
Repurchase agreement, at value (cost: $79,657) | | 79,657 | |
Foreign currency (cost: $423) | | 422 | |
Receivables: | | | |
Investment securities sold | | 2,493 | |
Shares sold | | 159 | |
Income from loaned securities | | 33 | |
Dividends | | 339 | |
Dividend reclaims | | 9 | |
Unrealized appreciation on forward foreign currency contracts | | 520 | |
| | 345,158 | |
Liabilities: | | | |
Investment securities purchased | | 3,187 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 152 | |
Management and advisory fees | | 200 | |
Distribution and service fees | | 3 | |
Administration fees | | 5 | |
Payable for collateral for securities on loan | | 28,857 | |
Unrealized depreciation on forward foreign currency contracts | | 141 | |
Written options (premium: $458) | | 96 | |
Other | | 68 | |
| | 32,709 | |
Net Assets | | $ | 312,449 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 233 | |
Additional paid-in capital | | 340,939 | |
Undistributed net investment income | | 9,567 | |
Undistributed net realized gain from investment securities, written option contracts, and foreign currency transactions | | 4,542 | |
Net unrealized depreciation on: | | | |
Investment securities | | (43,564 | ) |
Written option contracts | | 362 | |
Translation of assets and liabilities denominated in foreign currencies | | 370 | |
Net Assets | | $ | 312,449 | |
Net Assets by Class: | | | |
Initial Class | | $ | 298,449 | |
Service Class | | 14,000 | |
Shares Outstanding: | | | |
Initial Class | | 22,329 | |
Service Class | | 1,007 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 13.37 | |
Service Class | | 13.91 | |
| | | | | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $226) | | $ | 3,600 | |
Interest | | 5,383 | |
Income from loaned securities-net | | 649 | |
| | 9,632 | |
Expenses: | | | |
Management and advisory fees | | 2,948 | |
Printing and shareholder reports | | 42 | |
Custody fees | | 66 | |
Administration fees | | 79 | |
Legal fees | | 16 | |
Audit fees | | 18 | |
Trustees fees | | 11 | |
Transfer agent fees | | 7 | |
Distribution and service fees: | | | |
Service Class | | 59 | |
Other | | 8 | |
Total expenses | | 3,254 | |
Net Investment Income | | 6,378 | |
| | | |
Net Realized Gain from: | | | |
Investment securities | | 11,740 | |
Written option contracts | | (521 | ) |
Foreign currency transactions | | 5,085 | |
| | 16,304 | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (38,401 | ) |
Written option contracts | | 362 | |
Translation of assets and liabilities denominated in foreign currencies | | (2,404 | ) |
| | (40,443 | ) |
Net Realized and Unrealized Loss | | (24,139 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (17,761 | ) |
The notes to the financial statements are an integral part of this report.
7
STATEMENT OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 6,378 | | $ | 12,619 | |
Net realized gain (loss) from investment securities, written option contracts, and foreign currency transactions | | 16,304 | | (7,852 | ) |
Change in net unrealized depreciation on investment securities, written option contracts, and foreign currency translation | | (40,443 | ) | (9,029 | ) |
Net decrease in net assets resulting from operations | | (17,761 | ) | (4,262 | ) |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (16,734 | ) | (16,177 | ) |
Service Class | | (978 | ) | (960 | ) |
| | (17,712 | ) | (17,137 | ) |
From net realized gains: | | | | | |
Initial Class | | — | | (2,079 | ) |
Service Class | | — | | (134 | ) |
| | — | | (2,213 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 63,593 | | 42,022 | |
Service Class | | 12,278 | | 6,709 | |
| | 75,871 | | 48,731 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 16,734 | | 18,254 | |
Service Class | | 978 | | 1,094 | |
| | 17,712 | | 19,348 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (150,484 | ) | (155,260 | ) |
Service Class | | (21,972 | ) | (13,684 | ) |
| | (172,456 | ) | (168,944 | ) |
Net decrease in net assets from capital shares transactions | | (78,873 | ) | (100,865 | ) |
Net decrease in net assets | | (114,346 | ) | (124,477 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 426,795 | | 551,272 | |
End of year | | $ | 312,449 | | $ | 426,795 | |
Undistributed Net Investment Income | | $ | 9,567 | | $ | 15,429 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 4,233 | | 2,804 | |
Service Class | | 797 | | 434 | |
| | 5,030 | | 3,238 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 1,161 | | 1,274 | |
Service Class | | 65 | | 74 | |
| | 1,226 | | 1,348 | |
Shares redeemed: | | | | | |
Initial Class | | (10,456 | ) | (10,372 | ) |
Service Class | | (1,509 | ) | (887 | ) |
| | (11,965 | ) | (11,259 | ) |
Net decrease in shares outstanding: | | | | | |
Initial Class | | (5,062 | ) | (6,294 | ) |
Service Class | | (647 | ) | (379 | ) |
| | (5,709 | ) | (6,673 | ) |
The notes to the financial statements are an integral part of this report.
8
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 14.66 | | $ | 15.40 | | $ | 16.52 | | $ | 17.59 | | $ | 17.09 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.24 | | 0.41 | | 0.48 | | 0.30 | | 0.30 | |
Net realized and unrealized gain (loss) | | (0.85 | ) | (0.50 | ) | — | (b) | 0.52 | | 1.20 | |
Total operations | | (0.61 | ) | (0.09 | ) | 0.48 | | 0.82 | | 1.50 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.68 | ) | (0.58 | ) | (0.28 | ) | (0.40 | ) | (0.48 | ) |
From net realized gains | | — | | (0.07 | ) | (1.32 | ) | (1.49 | ) | (0.52 | ) |
Total distributions | | (0.68 | ) | (0.65 | ) | (1.60 | ) | (1.89 | ) | (1.00 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 13.37 | | $ | 14.66 | | $ | 15.40 | | $ | 16.52 | | $ | 17.59 | |
Total Return(c) | | (4.53 | )% | (0.48 | )% | 2.76 | % | 4.96 | % | 9.21 | % |
Net Assets End of Year (000’s) | | $ | 298,449 | | $ | 401,656 | | $ | 518,866 | | $ | 577,785 | | $ | 482,823 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.81 | % | 0.82 | % | 0.81 | % | 0.83 | % | 0.82 | % |
Net investment income, to average net assets | | 1.64 | % | 2.72 | % | 2.94 | % | 1.76 | % | 1.74 | % |
Portfolio turnover rate | | 290 | % | 56 | % | 91 | % | 55 | % | 93 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 15.20 | | $ | 15.94 | | $ | 17.05 | | $ | 18.12 | | $ | 17.57 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.21 | | 0.38 | | 0.45 | | 0.27 | | 0.24 | |
Net realized and unrealized gain (loss) | | (0.87 | ) | (0.52 | ) | 0.01 | | 0.54 | | 1.27 | |
Total operations | | (0.66 | ) | (0.14 | ) | 0.46 | | 0.81 | | 1.51 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.63 | ) | (0.53 | ) | (0.25 | ) | (0.39 | ) | (0.44 | ) |
From net realized gains | | — | | (0.07 | ) | (1.32 | ) | (1.49 | ) | (0.52 | ) |
Total distributions | | (0.63 | ) | (0.60 | ) | (1.57 | ) | (1.88 | ) | (0.96 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 13.91 | | $ | 15.20 | | $ | 15.94 | | $ | 17.05 | | $ | 18.12 | |
Total Return(c) | | (4.65 | )% | (0.70 | )% | 2.47 | % | 4.72 | % | 8.97 | % |
Net Assets End of Year (000’s) | | $ | 14,000 | | $ | 25,139 | | $ | 32,406 | | $ | 32,851 | | $ | 16,709 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.06 | % | 1.07 | % | 1.06 | % | 1.08 | % | 1.07 | % |
Net investment income, to average net assets | | 1.38 | % | 2.48 | % | 2.67 | % | 1.54 | % | 1.37 | % |
Portfolio turnover rate | | 290 | % | 56 | % | 91 | % | 55 | % | 93 | % |
(a) Calculation is based on average number of shares outstanding.
(b) Rounds to less than $0.01.
(c) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
The notes to the financial statements are an integral part of this report.
9
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Federated Market Opportunity also changed its name to Transamerica Federated Market Opportunity VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $162 are included in net realized gain in the Statement of Operations.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
Foreign currency denominated assets may involve risks not typically associated with domestic transactions. These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are settled a realized gain or loss is incurred. Risks may arise from changes in market value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts.
Open forward foreign currency contracts at December 31, 2008 are listed in the Schedule of Investments.
Option contracts: The Fund may enter into options contracts to manage exposure to market fluctuations. Options are valued at the average of the bid and ask (“Mean Quote”) established each day at the close of the board of trade or exchange on which they are traded. The primary risks associated with options are imperfect correlation between the change in value of the securities held and the prices of the option contracts; the possibility of an illiquid market; and inability of the counterparty to meet the contract terms. When the Fund writes a covered call or put option, an amount equal to the premium received by the Fund is included in the Fund’s Statement of Assets and Liabilities as an asset and as an equivalent liability. Options are marked-to-market daily to reflect the current value of the option written.
Transactions in written options were as follows:
| | Transamerica Federated Market Opportunity VP | |
| | Premium | | Contracts* | |
Balance at December 31, 2007 | | $ | — | | — | |
Sales | | 6,462 | | 5,790 | |
Closing Buys | | (6,004 | ) | (4,990 | ) |
Expirations | | — | | — | |
Exercised | | — | | — | |
Balance at December 31, 2008 | | $ | 458 | | 800 | |
* Contracts not in thousands.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
Transamerica Asset Allocation-Conservative VP | | $ | 12,300 | | 3.94 | % |
| | | | | |
Transamerica Asset Allocation-Growth VP | | 1,288 | | 0.41 | |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 50,766 | | 16.25 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 28,442 | | 9.10 | |
| | | | | | |
Total | | $ | 92,796 | | 29.70 | % |
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $500 million | | 0.75 | % |
Over $500 million up to $750 million | | 0.675 | % |
Over $750 million | | 0.65 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.00% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
12
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $13 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 622,439 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 564,525 | |
U.S. Government | | 104,620 | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | 5,472 | |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | (5,472 | ) |
The capital loss carryforwards utilized during the year ended December 31, 2008 were $7,205.
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 17,137 | |
Long-term Capital Gain | | 2,213 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 17,712 | |
Long-term Capital Gain | | — | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 32,742 | |
Undistributed Long-term Capital Gain | | $ | 7,522 | |
Capital Loss Carryforward | | $ | — | |
Post October Capital Loss Deferral | | $ | (21,927 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (47,060 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
13
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Federated Market Opportunity VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Federated Market Opportunity VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
14
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made no Long-Term Capital Gain Designation for the year ended December 31, 2008.
15
Transamerica Growth Opportunities VP
(unaudited)
MARKET ENVIRONMENT
The year ended December 31 2008, was exceptionally challenging for investors. As problems in the credit markets spread to other segments of the economy, unemployment rose to 7.2%, home prices fell for the third consecutive year, consumer confidence declined, and U.S. gross domestic product (“GDP”) shrank. The financial markets responded to these events with substantial losses.
The credit problems in the financial sector prompted the U.S. government to intervene early in the year with a $160 billion economic stimulus package intended to stave off an economic collapse. However, in the second quarter it became evident that the credit crisis had not only spread beyond the financial sector but also beyond U.S. borders. Subsequent attempts to stabilize the U.S. monetary system and economy with capital injections came from the Federal Reserve Board (“Fed”) and the federal government. Further, throughout the course of the year, the Fed lowered short-term interest rates from 4.25% to an unprecedented target range of 0-0.25%. China and Europe also cut interest rates in an effort to stimulate growth.
As the year came to a close, falling energy prices and the historic election of the 44th U.S. President gave the markets a much-needed confidence boost. Investor confidence plummeted once again, however, when the Big Three automakers announced they were unable to continue funding operations without government assistance, sending ripples throughout the markets, especially among industrial suppliers to the automakers.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Growth Opportunities VP Initial Class returned (40.90)%. By comparison its benchmark, the Russell Midcap® Growth Index, returned (44.32)%.
STRATEGY REVIEW
Select holdings in the industrials and financials sectors (e.g., CH Robinson Worldwide, Inc. and Signature Bank) bolstered the portfolio’s relative results, as did an underweight position in the energy sector. A modest cash position also contributed to outperformance.
CH Robinson advanced during the period as demand for its transportation services overcame shrinking margins resulting from higher fuel costs. In addition, the company continued to take market share from competitors. Signature Bank, a full-service commercial bank, took market share and accelerated growth by hiring employees away from two competitors as they merged.
Making the largest individual positive contribution to relative performance was Strayer Education, Inc., a provider of undergraduate and graduate degree programs in traditional classroom settings, as well as over the Internet. Despite initial worries about limited access to student loans, investors gained confidence in Strayer upon learning that the majority of its funding comes from government-backed loans. The stock also benefited from strong enrollment growth and a tuition increase.
An underweight position in the consumer staples sector and weak stock selection within the health care and information technology sectors (e.g., Intuitive Surgical, Inc. and SiRF Technology Holdings) detracted from performance. Intuitive develops surgical tools and devices that enable a surgeon’s movements to be more precise. Despite strong financial results and the continued adoption of robotic surgery, investors sold the stock indiscriminately when other high-quality, high-multiple stocks declined. We maintained our position in the stock based on our thesis that the company’s devices enable doctors to be more productive and that demand for its products will therefore remain strong throughout the economic crisis. We liquidated our position in SiRF, a maker of global positioning systems (“GPS”) and chips, as demand for its more-precise technology failed to meet our expectations.
Another significant detractor from relative performance was CME Group, Inc., an electronic derivatives exchange. Although CME is the leader in this segment, a slowdown in the company’s monthly trading volumes compared to rapid volume growth in 2007 caused the stock to sell off. We believe CME will continue to gain market share with development of several new exchange traded products and maintained our position.
Edward S. Han
John J. Huber, CFA
Co-Portfolio Managers
Transamerica Investment Management, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
| | | | | | | | | |
Initial Class | | (40.90 | )% | 0.72 | % | 3.51 | % | 05/02/2001 | |
Russell Midcap Growth * | | (44.32 | )% | (2.33 | )% | (2.41 | )% | 05/02/2001 | |
Service Class | | (41.06 | )% | 0.49 | % | 4.76 | % | 05/01/2003 | |
NOTES
* The Russell Midcap® Growth Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 682.56 | | 0.87 | % | $ | 3.68 | |
Hypothetical (b) | | 1,000.00 | | 1,020.76 | | 0.87 | | 4.42 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 681.34 | | 1.12 | | 4.73 | |
Hypothetical (b) | | 1,000.00 | | 1,019.51 | | 1.12 | | 5.69 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (95.9%) | | | | | |
Aerospace & Defense (3.6%) | | | | | |
Precision Castparts Corp. | | 88,500 | | $ | 5,264 | |
Rockwell Collins, Inc. ^ | | 40,300 | | 1,575 | |
Air Freight & Logistics (6.5%) | | | | | |
CH Robinson Worldwide, Inc. ^ | | 186,000 | | 10,237 | |
Expeditors International of Washington, Inc. ^ | | 56,700 | | 1,886 | |
Auto Components (2.8%) | | | | | |
BorgWarner, Inc. ^ | | 243,800 | | 5,308 | |
Capital Markets (6.4%) | | | | | |
Greenhill & Co., Inc. ^ | | 93,867 | | 6,548 | |
T. Rowe Price Group, Inc. ^ | | 151,940 | | 5,385 | |
Chemicals (1.4%) | | | | | |
Ecolab, Inc. ^ | | 74,900 | | 2,632 | |
Commercial Banks (1.2%) | | | | | |
Cullen/Frost Bankers, Inc. ^ | | 43,100 | | 2,184 | |
Commercial Services & Supplies (1.1%) | | | | | |
Ritchie Bros. Auctioneers, Inc. ^ | | 99,400 | | 2,129 | |
Communications Equipment (2.6%) | | | | | |
Juniper Networks, Inc. ‡ | | 51,300 | | 898 | |
Polycom, Inc. ‡ ^ | | 300,300 | | 4,057 | |
Construction & Engineering (3.4%) | | | | | |
Jacobs Engineering Group, Inc. ‡ ^ | | 134,000 | | 6,445 | |
Construction Materials (0.8%) | | | | | |
Martin Marietta Materials, Inc. ^ | | 15,200 | | 1,476 | |
Diversified Consumer Services (5.4%) | | | | | |
Strayer Education, Inc. ^ | | 46,900 | | 10,056 | |
Diversified Financial Services (1.7%) | | | | | |
CME Group, Inc. -Class A ^ | | 15,788 | | 3,286 | |
Electrical Equipment (0.5%) | | | | | |
Cooper Industries, Ltd. -Class A | | 32,000 | | 935 | |
Electronic Equipment & Instruments (4.3%) | | | | | |
FLIR Systems, Inc. ‡ ^ | | 102,700 | | 3,151 | |
Trimble Navigation, Ltd. ‡ ^ | | 227,100 | | 4,907 | |
Energy Equipment & Services (2.2%) | | | | | |
Cameron International Corp. ‡ | | 199,800 | | 4,095 | |
Health Care Equipment & Supplies (4.5%) | | | | | |
Idexx Laboratories, Inc. ‡ ^ | | 79,000 | | 2,850 | |
Intuitive Surgical, Inc. ‡ ^ | | 34,330 | | 4,360 | |
Varian Medical Systems, Inc. ‡ ^ | | 35,200 | | 1,233 | |
Health Care Technology (1.1%) | | | | | |
Cerner Corp. ‡ ^ | | 53,500 | | 2,057 | |
Hotels, Restaurants & Leisure (1.5%) | | | | | |
Burger King Holdings, Inc. ^ | | 120,200 | | 2,870 | |
Internet Software & Services (0.5%) | | | | | |
Valueclick, Inc. ‡ ^ | | 131,500 | | 899 | |
IT Services (2.5%) | | | | | |
Alliance Data Systems Corp. ‡ ^ | | 48,700 | | 2,266 | |
NeuStar, Inc. -Class A ‡ ^ | | 130,460 | | 2,496 | |
Leisure Equipment & Products (1.9%) | | | | | |
Hasbro, Inc. ^ | | 120,200 | | 3,506 | |
Life Sciences Tools & Services (6.4%) | | | | | |
Covance, Inc. ‡ ^ | | 118,100 | | 5,436 | |
Techne Corp. | | 103,760 | | 6,695 | |
Machinery (5.4%) | | | | | |
Donaldson Co., Inc. | | 97,823 | | 3,292 | |
Kennametal, Inc. | | 235,200 | | 5,219 | |
PACCAR, Inc. ^ | | 59,000 | | 1,687 | |
Oil, Gas & Consumable Fuels (0.9%) | | | | | |
Range Resources Corp. ^ | | 50,000 | | 1,720 | |
Pharmaceuticals (1.6%) | | | | | |
Allergan, Inc. | | 73,900 | | 2,980 | |
Professional Services (1.5%) | | | | | |
FTI Consulting, Inc. ‡ ^ | | 63,000 | | 2,815 | |
Real Estate Investment Trusts (1.9%) | | | | | |
Plum Creek Timber Co., Inc.^ | | 105,200 | | 3,655 | |
Software (12.7%) | | | | | |
Activision Blizzard, Inc. ‡ ^ | | 650,729 | | 5,623 | |
Adobe Systems, Inc. ‡ | | 91,600 | | 1,950 | |
Informatica Corp. ‡ ^ | | 200,000 | | 2,746 | |
Intuit, Inc. ‡ ^ | | 308,800 | | 7,347 | |
Macrovision Solutions Corp. ‡ ^ | | 77,100 | | 975 | |
Quality Systems, Inc. ^ | | 22,200 | | 968 | |
Salesforce.Com, Inc. ‡ ^ | | 137,550 | | 4,403 | |
Specialty Retail (2.3%) | | | | | |
Guess, Inc. ^ | | 284,100 | | 4,361 | |
Textiles, Apparel & Luxury Goods (1.8%) | | | | | |
Carter’s, Inc. ‡ | | 178,600 | | 3,440 | |
Trading Companies & Distributors (5.5%) | | | | | |
WW Grainger, Inc. ^ | | 132,295 | | 10,431 | |
Total Common Stocks (cost $228,631) | | | | 180,734 | |
| | | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (4.6%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $8,582 on 01/02/2009 • à | | $ | 8,582 | | 8,582 | |
Total Repurchase Agreement (cost $8,582) | | | | 8,582 | |
| | | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (22.7%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 42,749,668 | | 42,750 | |
Total Securities Lending Collateral (cost $42,750) | | | | 42,750 | |
| | | | | |
Total Investment Securities (cost $279,963) # | | | | $ | 232,066 | |
| | | | | | |
NOTES TO THE SCHEDULE OF INVESTMENTS:
^ | | All or a portion of this security is on loan. The value of all securities on loan is $41,720. |
‡ | | Non-income producing security. |
• | | Repurchase agreement is collateralized by U.S. Government Agency Obligations with interest rates ranging from 0.87% and 4.38%, maturity dates ranging between 08/15/2036 to 08/01/2037, and with a market values plus accrued interests of $8,756. |
à | | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
p | | Interest rate shown reflects the yield at 12/31/2008. |
# | | Aggregate cost for federal income tax purposes is $281,665. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $4,450 and $54,049, respectively. Net unrealized depreciation for tax purposes is $49,599. |
The notes to financial statement are an integral part of this report.
4
At December 31, 2008
(all amounts in thousands)
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 223,484 | | $ | 8,582 | | $ | — | | $ | 232,066 | |
| | | | | | | | | | | |
The notes to financial statement are an integral part of this report.
5
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $279,963) (including securities loaned of $41,720) | | $ | 232,066 | |
Receivables: | | | |
Shares sold | | 38 | |
Income from loaned securities | | 114 | |
Dividends | | 87 | |
| | 232,305 | |
Liabilities: | | | |
Investment securities purchased | | 892 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 85 | |
Management and advisory fees | | 132 | |
Distribution and service fees | | 2 | |
Administration fees | | 3 | |
Payable for collateral for securities on loan | | 42,750 | |
Other | | 54 | |
| | 43,918 | |
Net Assets | | $ | 188,387 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 243 | |
Additional paid-in capital | | 283,608 | |
Undistributed net investment income | | 814 | |
Accumulated net realized loss from investment securities | | (48,381 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (47,897 | ) |
Net Assets | | $ | 188,387 | |
Net Assets by Class: | | | |
Initial Class | | $ | 180,962 | |
Service Class | | 7,425 | |
Shares Outstanding: | | | |
Initial Class | | 23,369 | |
Service Class | | 972 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 7.74 | |
Service Class | | 7.64 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $3) | | $ | 2,231 | |
Interest | | 196 | |
Income from loaned securities-net | | 1,288 | |
| | 3,715 | |
Expenses: | | | |
Management and advisory fees | | 2,663 | |
Printing and shareholder reports | | 40 | |
Custody fees | | 40 | |
Administration fees | | 68 | |
Legal fees | | 14 | |
Audit fees | | 18 | |
Trustees fees | | 11 | |
Transfer agent fees | | 5 | |
Distribution and service fees: | | | |
Service Class | | 34 | |
Other | | 8 | |
Total expenses | | 2,901 | |
| | | |
Net Investment Income | | 814 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (39,747 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (128,906 | ) |
Net Realized and Unrealized Loss | | (168,653 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (167,839 | ) |
The notes to financial statement are an integral part of this report.
6
STATEMENT OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income (loss) | | $ | 814 | | $ | (431 | ) |
Net realized gain (loss) from investment securities | | (39,747 | ) | 98,220 | |
Change in net unrealized depreciation on investment securities | | (128,906 | ) | (310 | ) |
Net increase (decrease) in net assets resulting from operations | | (167,839 | ) | 97,479 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | — | | (211 | ) |
| | — | | (211 | ) |
From net realized gains: | | | | | |
Initial Class | | (87,777 | ) | (33,887 | ) |
Service Class | | (4,129 | ) | (1,235 | ) |
| | (91,906 | ) | (35,122 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 12,331 | | 51,567 | |
Service Class | | 5,757 | | 10,479 | |
| | 18,088 | | 62,046 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 87,777 | | 34,097 | |
Service Class | | 4,129 | | 1,235 | |
| | 91,906 | | 35,332 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (155,589 | ) | (139,495 | ) |
Service Class | | (11,497 | ) | (10,615 | ) |
| | (167,086 | ) | (150,110 | ) |
Net decrease in net assets from capital shares transactions | | (57,092 | ) | (52,732 | ) |
Net increase (decrease) in net assets | | (316,837 | ) | 9,414 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 505,224 | | 495,810 | |
End of year | | $ | 188,387 | | $ | 505,224 | |
Undistributed Net Investment Income | | $ | 814 | | $ | — | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 935 | | 2,957 | |
Service Class | | 427 | | 600 | |
| | 1,362 | | 3,557 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 7,823 | | 2,031 | |
Service Class | | 373 | | 74 | |
| | 8,196 | | 2,105 | |
Shares redeemed: | | | | | |
Initial Class | | (12,077 | ) | (8,245 | ) |
Service Class | | (942 | ) | (620 | ) |
| | (13,019 | ) | (8,865 | ) |
Net decrease in shares outstanding: | | | | | |
Initial Class | | (3,319 | ) | (3,257 | ) |
Service Class | | (142 | ) | 54 | |
| | (3,461 | ) | (3,203 | ) |
The notes to the financial statements are an integral part of this report.
7
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 18.18 | | $ | 16.00 | | $ | 15.69 | | $ | 14.66 | | $ | 12.57 | |
Investment Operations | | | | | | | | | | | |
Net investment income (loss)(a) | | 0.03 | | (0.01 | ) | 0.01 | | 0.04 | | — | (b) |
Net realized and unrealized gain (loss) | | (6.12 | ) | 3.58 | | 0.76 | | 2.18 | | 2.09 | |
Total operations | | (6.09 | ) | 3.57 | | 0.77 | | 2.22 | | 2.09 | |
Distributions | | | | | | | | | | | |
From net investment income | | — | | (0.01 | ) | (0.04 | ) | — | | — | |
From net realized gains | | (4.35 | ) | (1.38 | ) | (0.42 | ) | (1.19 | ) | — | |
Total distributions | | (4.35 | ) | (1.39 | ) | (0.46 | ) | (1.19 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 7.74 | | $ | 18.18 | | $ | 16.00 | | $ | 15.69 | | $ | 14.66 | |
Total Return(c) | | (40.90 | )% | 23.09 | % | 5.10 | % | 16.23 | % | 16.63 | % |
Net Assets End of Year (000’s) | | $ | 180,962 | | $ | 485,162 | | $ | 478,963 | | $ | 445,761 | | $ | 416,126 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.85 | % | 0.83 | % | 0.84 | % | 0.86 | % | 0.88 | % |
Net investment income (loss), to average net assets | | 0.25 | % | (0.08 | )% | 0.05 | % | 0.30 | % | — | %(d) |
Portfolio turnover rate | | 47 | % | 73 | % | 68 | % | 44 | % | 63 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 18.00 | | $ | 15.88 | | $ | 15.59 | | $ | 14.61 | | $ | 12.54 | |
Investment Operations | | | | | | | | | | | |
Net investment loss(a) | | — | (b) | (0.06 | ) | (0.03 | ) | — | (b) | (0.04 | ) |
Net realized and unrealized gain (loss) | | (6.05 | ) | 3.56 | | 0.75 | | 2.17 | | 2.11 | |
Total operations | | (6.05 | ) | 3.50 | | 0.72 | | 2.17 | | 2.07 | |
Distributions | | | | | | | | | | | |
From net investment income | | — | | — | | (0.01 | ) | — | | — | |
From net realized gains | | (4.31 | ) | (1.38 | ) | (0.42 | ) | (1.19 | ) | — | |
Total distributions | | (4.31 | ) | (1.38 | ) | (0.43 | ) | (1.19 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 7.64 | | $ | 18.00 | | $ | 15.88 | | $ | 15.59 | | $ | 14.61 | |
Total Return(c) | | (41.06 | )% | 22.74 | % | 4.90 | % | 15.93 | % | 16.51 | % |
Net Assets End of Year (000’s) | | $ | 7,425 | | $ | 20,062 | | $ | 16,847 | | $ | 14,980 | | $ | 7,545 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.10 | % | 1.08 | % | 1.09 | % | 1.11 | % | 1.14 | % |
Net investment loss, to average net assets | | — | %(d) | (0.33 | )% | (0.20 | )% | 0.03 | % | (0.31 | )% |
Portfolio turnover rate | | 47 | % | 73 | % | 68 | % | 44 | % | 63 | % |
(a) | Calculation is based on average number of shares outstanding. |
| |
(b) | Rounds to less than ($0.01) or $0.01. |
| |
(c) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
| |
(d) | Rounds to less than (0.01%) or 0.01%. |
The notes to the financial statements are an integral part of this report.
8
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Transamerica Growth Opportunitites also changed its name to Transamerica Growth Opportunities VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $37 are included in net realized loss in the Statement of Operations.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Real Estate Investment Trusts (“REITs”): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates.
Dividend income is recorded at management’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year end and may differ from the estimated amounts.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products.
AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Transamerica Investment Management, LLC (“TIM”) is both an affiliate of the Fund and is a sub-adviser of the Fund.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
Transamerica Asset Allocation-Conservative VP | | $ | 2,743 | | 1.46 | % |
| | | | | |
Transamerica Asset Allocation-Growth VP | | 13,537 | | 7.18 | |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 16,413 | | 8.71 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 37,036 | | 19.66 | |
| | | | | |
Total | | $ | 69,729 | | 37.01 | % |
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $250 million | | 0.80 | % |
Over $250 million up to $500 million | | 0.75 | % |
Over $500 million | | 0.70 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.15% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $8 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 153,889 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 288,414 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. (continued)
The capital loss carryforwards are available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the periods listed:
Capital Loss Carryforwards | | Available Through | |
| | | |
$ | 7,971 | | December 31, 2009 | |
$ | 432 | | December 31, 2011 | |
$ | 32,072 | | December 31, 2016 | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 1,488 | |
Long-term Capital Gain | | 33,844 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 11,432 | |
Long-term Capital Gain | | 80,474 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 814 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (40,475 | ) |
Post October Capital Loss Deferral | | $ | (6,204 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (49,599 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Growth Opportunities VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Growth Opportunities VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
|
|
Tampa, Florida |
February 25, 2009 |
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $80,474 for the year ended December 31, 2008.
14
Transamerica Index 50 VP
(unaudited)
MARKET ENVIRONMENT
The global financial crisis that rapidly unfolded throughout 2008 made it a truly historic year for all Capital Markets. Falling housing prices in the US coupled with aggressive lending practices, a fine tuned securitization machine, ample liquidity, excessive leverage and investors stretching for yield created a debt bubble that eventually had to burst. The rolling nature of the ensuing carnage has been surprising in both its incredible velocity and widespread coverage. For long only investors, there was just no place to hide.
If one were to choose a single word to describe the market’s reaction to the drama that was 2008, volatility would certainly be in the running. Decoupling was a common theme at this time last year and that proved to be a terrible forecast. Unprecedented and historical also come to mind to describe 2008. We learned more about SIVs (Special Investment Vehicles), auction rate securities and ABCP (Asset Backed Commercial Paper) than we ever wanted to know. Hank Paulsen, Sheila Bair and Tim Geithner joined Ben Bernanke as household names. Bear Stearns and Washington Mutual are now parts of JPMorgan. Merrill Lynch is now Bank of America. Wachovia is Wells Fargo. Fannie Mae, Freddie Mac and American International Group, Inc. (“AIG”), all formerly AAA rated institutions were saved by the US Government but not so for Lehman Brothers. Shareholders were unceremoniously crushed. The stories that will be told for decades or centuries will be mind boggling. If we weren’t all so extremely affected by the dramatic events still unfolding, this could be considered exhilarating or fascinating.
From CDS (Credit Derivative Swap) to synthetic CDOs (Collaterized Debt Obligations) to securities lending to bailouts to Bernie Madoff, 2008 will certainly go down in infamy. Although all equity markets stumbled rather significantly, our index based strategies performed well versus their benchmarks. Historically, down stock market years have proven to be winning years, from a relative standpoint, for passive management strategies. 2008 was not an exception.
PERFORMANCE
For the period from inception May 1, 2008 through December 31, 2008, Transamerica Index 50 VP Initial Class returned (17.20)%. By comparison, its benchmarks, the Morgan Stanley Capital International US Broad Market (“MSCI US Broad Market”) Index, the Financial Times Stock Exchange All-Shares ex. US (“FTSE All World ex US”) Index, and the Barclays Capital Aggregate U.S. Bond Index returned (33.77)%, (43.36)% and 3.22%, respectively.
STRATEGY REVIEW
Due to the high quality nature of the fixed income component of our funds and the massive rally in treasury bonds towards the end of the year, the absolute returns of both the portfolio and its respective benchmark was aided greatly by that exposure.
Although the portfolio is built to very closely mimic the returns of its respective customized benchmark, volatility breeds tracking error. In 2008, the stark return differential between fixed income, equities and cash benefited our excess return. In addition, within equities there were relatively large differences between domestic, European and emerging market returns again creating excess return. Our bonds returned a positive 5.4% return over the period while many of the equity Exchange Traded Funds returned negative 30s. Our European investment came in at (42.7)% and Emerging Market was the laggard at (52.1)%.
Our quantitative rebalancing strategy is disciplined in its approach. It is momentum based in that we only sell/buy positions when they have out/underperformed the overall fund by a certain amount, but we sell/buy only halfway back to the target weight thereby maintaining the over/underweight position. The bands around the target weights are very tight but not so much so that we are forced to trade excessively.
In a highly volatile market, we believe our strategy adds more value. In a trending market, whether up or down, our strategy adds more value. In a market where asset class returns vary significantly, our strategy adds more value. 2008 gave us a trending, volatile market with a wide disparity of returns.
Jeff Whitehead, CFA
Portfolio Manager
AEGON USA Investment Management, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | From Inception | | Inception Date | |
| | | | | |
Initial Class | | (17.20 | )% | 05/01/2008 | |
MSCI US Broad Market* | | (33.77 | )% | 05/01/2008 | |
FTSE All World ex US* | | (43.36 | )% | 05/01/2008 | |
Barclays Capital Aggregate U.S. Bond Index* | | 3.22 | % | 05/01/2008 | |
Service Class | | (17.40 | )% | 05/01/2008 | |
NOTES
* The Morgan Stanley Capital International U.S. Broad Market Index, Financial Times Stock Exchange All-Shares ex US Index and the Barclays Capital Aggregate U.S. Bond Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
The expenses shown in the table do not reflect any expenses from the Funds investment in other affiliated investment companies.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 866.11 | | 0.37 | % | $ | 1.74 | |
Hypothetical (b) | | 1,000.00 | | 1,023.28 | | 0.37 | | 1.88 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 864.02 | | 0.62 | | 2.91 | |
Hypothetical (b) | | 1,000.00 | | 1,022.02 | | 0.62 | | 3.15 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Industry
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sub-industry of the Fund’s total investment securities.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
| | | | | |
INVESTMENT COMPANIES (98.9%) | | | | | |
Vanguard Emerging Markets Fund | | 27,308 | | $ | 647 | |
Vanguard European Fund | | 48,757 | | 1,870 | |
Vanguard Growth Fund | | 58,533 | | 2,313 | |
Vanguard Large-Capital Fund | | 61,741 | | 2,516 | |
Vanguard Pacific Fund | | 20,343 | | 891 | |
Vanguard Small-Capital Fund | | 20,585 | | 879 | |
Vanguard Total Bond Market Fund | | 141,114 | | 11,176 | |
Vanguard Value Fund | | 54,366 | | 2,238 | |
Total Investment Companies (cost $23,004) | | | | 22,530 | |
| | | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (2.4%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $551 on 01/02/2009 à · | | $ | 551 | | 551 | |
Total Repurchase Agreement (cost $551) | | | | 551 | |
| | | | | |
Total Investment Securities (cost $23,555) # | | | | $ | 23,081 | |
| | | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
· Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 05/14/2009, and with a market value plus accrued interest of $565.
à State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund.
# Aggregate cost for federal income tax purposes is $24,044. Aggregate gross unrealized depreciation for all securities in which there is an excess of tax cost over value was $963. Net unrealized depreciation for tax purposes is $963.
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 22,530 | | $ | 551 | | $ | — | | $ | 23,081 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
4
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $23,555) | | $ | 23,081 | |
Receivables: | | | |
Investment securities sold | | 159 | |
Shares sold | | 55 | |
Dividends | | 36 | |
| | 23,331 | |
Liabilities: | | | |
Investment securities purchased | | 515 | |
Accounts payable and accrued liabilities: | | | |
Management and advisory fees | | 7 | |
Distribution and service fees | | 4 | |
Other | | 19 | |
| | 545 | |
Net Assets | | $ | 22,786 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 28 | |
Additional paid-in capital | | 23,391 | |
Undistributed net investment income | | 334 | |
Accumulated net realized loss from investment securities | | (493 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (474 | ) |
Net Assets | | $ | 22,786 | |
Net Assets by Class: | | | |
Initial Class | | $ | 315 | |
Service Class | | 22,471 | |
Shares Outstanding: | | | |
Initial Class | | 38 | |
Service Class | | 2,715 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 8.28 | |
Service Class | | 8.26 | |
STATEMENT OF OPERATIONS
For the period ended December 31, 2008 *
(all amounts in thousands)
Investment Income: | | | |
Dividends | | $ | 361 | |
Interest | | 2 | |
| | 363 | |
Expenses: | | | |
Management and advisory fees | | 15 | |
Printing and shareholder reports | | — | (a) |
Custody fees | | 6 | |
Administration fees | | 1 | |
Legal fees | | 19 | |
Audit fees | | 18 | |
Trustees fees | | — | (a) |
Transfer agent fees | | — | (a) |
Distribution and service fees: | | | |
Service Class | | 11 | |
Other | | — | (a) |
Total expenses | | 70 | |
Less management and advisory fee waiver | | (41 | ) |
Net expenses | | 29 | |
| | | |
Net Investment Income | | 334 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (493 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (474 | ) |
Net Realized and Unrealized Loss | | (967 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (633 | ) |
(a) Rounds to less than $1.
* Commenced operations on May 1, 2008.
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF CHANGES IN NET ASSETS
For the period ended:
(all amounts in thousands)
| | December 31, 2008 * | |
Increase (Decrease) in Net Assets From: | | | |
Operations: | | | |
Net investment income | | $ | 334 | |
Net realized loss from investment securities | | (493 | ) |
Change in net unrealized depreciation on investment securities | | (474 | ) |
Net decrease in net assets resulting from operations | | (633 | ) |
| | | |
Capital Share Transactions: | | | |
Proceeds from shares sold: | | | |
Initial Class | | 402 | |
Service Class | | 23,984 | |
| | 24,386 | |
Cost of shares redeemed: | | | |
Initial Class | | (47 | ) |
Service Class | | (920 | ) |
| | (967 | ) |
Net increase in net assets from capital shares transactions | | 23,419 | |
Net increase in net assets | | 22,786 | |
| | | |
Net Assets: | | | |
Beginning of year | | — | |
End of year | | $ | 22,786 | |
Undistributed Net Investment Income | | $ | 334 | |
| | | |
Share Activity: | | | |
Shares issued: | | | |
Initial Class | | 43 | |
Service Class | | 2,824 | |
| | 2,867 | |
Shares redeemed: | | | |
Initial Class | | (5 | ) |
Service Class | | (109 | ) |
| | (114 | ) |
Net increase in shares outstanding: | | | |
Initial Class | | 38 | |
Service Class | | 2,715 | |
| | 2,753 | |
*Commenced operations on May 1, 2008.
The notes to the financial statements are an integral part of this report.
6
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | | Service Class | |
| | May 1 to Dec 31, 2008 | | May 1 to Dec 31, 2008 | |
Net Asset Value | | | | | |
Beginning of period | | $ | 10.00 | | $ | 10.00 | |
Investment Operations | | | | | |
Net investment income(a) | | 0.25 | | 0.38 | |
Net realized and unrealized loss | | (1.97 | ) | (2.12 | ) |
Total operations | | (1.72 | ) | (1.74 | ) |
Net Asset Value | | | | | |
End of year | | $ | 8.28 | | $ | 8.26 | |
Total Return(b) | | (17.20 | )%(c) | (17.40 | )%(c) |
Net Assets End of Year (000’s) | | $ | 315 | | $ | 22,471 | |
Ratio and Supplemental Data | | | | | |
Expenses to average net assets * | | | | | |
After reimbursement/fee waiver | | 0.37 | %(d) | 0.62 | %(d) |
Before reimbursement/fee waiver | | 1.23 | %(d) | 1.48 | %(d) |
Net investment income, to average net assets(1) | | 4.21 | %(d) | 7.06 | %(d) |
Portfolio turnover rate | | 17 | %(c) | 17 | %(c) |
(a) Calculation is based on average number of shares outstanding.
(b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
(c) Not annualized.
(d) Annualized.
(*) Does not include expenses of the investment companies in which the Fund invests.
(1) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
The notes to the financial statements are an integral part of this report.
7
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. Transamerica Index 50 VP, (the “Fund”) commenced operations on May 1, 2008. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: Investment company securities are valued at the net asset value of the underlying portfolio.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3).
Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
There were no recaptured commissions during the year ended December 31, 2008.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
8
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. RELATED PARTY TRANSACATIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
Transamerica Asset Management, Inc. (“TAM”) is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
AEGON USA Investment Management, LLC (“AUIM”) is both an affiliate of the Fund and is a sub-adviser of the Fund.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $50 million | | 0.32 | % |
Over $50 million up to $250 million | | 0.30 | % |
Over $250 million | | 0.28 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.37% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the period from inception, May 1, 2008 to December 31, 2008. The amount available for recapture at December 31, 2008 was as follows:
| | Advisory Fee | | Available for | |
| | Waived | | Recapture Through | |
| | | | | |
Fiscal Year 2008: | | $ | 41 | | 12/31/2011 | |
| | | | | | |
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $1 as of December 31, 2008.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the period from inception, May 1, 2008 to December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 24,986 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 1,489 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
| | | |
$ | 3 | | December 31, 2016 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 338 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (3 | ) |
Post October Capital Loss Deferral | | $ | — | |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (963 | ) |
Other temporary differences | | $ | (5 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
10
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Index 50 VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Index 50 VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, and the results of its operations, the changes in its net assets and the financial highlights for the period May 1, 2008 (commencement of operations) through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
|
|
|
Tampa, Florida |
February 25, 2009 |
11
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made no Long-Term Capital Gain Designation for the year ended December 31, 2008.
12
Transamerica Index 75 VP
(unaudited)
MARKET ENVIRONMENT
The global financial crisis that rapidly unfolded throughout 2008 made it a truly historic year for all Capital Markets. Falling housing prices in the US coupled with aggressive lending practices, a fine tuned securitization machine, ample liquidity, excessive leverage and investors stretching for yield created a debt bubble that eventually had to burst. The rolling nature of the ensuing carnage has been surprising in both its incredible velocity and widespread coverage. For long only investors, there was just no place to hide.
If one were to choose a single word to describe the market’s reaction to the drama that was 2008, volatility would certainly be in the running. Decoupling was a common theme at this time last year and that proved to be a terrible forecast. Unprecedented and historical also come to mind to describe 2008. We learned more about SIVs (Special Investment Vehicles), auction rate securities and ABCP (Asset Backed Commercial Paper) than we ever wanted to know. Hank Paulsen, Sheila Bair and Tim Geithner joined Ben Bernanke as household names. Bear Stearns and Washington Mutual are now parts of JP Morgan. Merrill Lynch is now Bank of America. Wachovia is Wells Fargo. Fannie Mae, Freddie Mac and American International Group, Inc. (“AIG”), all formerly AAA rated institutions were saved by the US Government but not so for Lehman Brothers. Shareholders were unceremoniously crushed. The stories that will be told for decades or centuries will be mind boggling. If we weren’t all so extremely affected by the dramatic events still unfolding, this could be considered exhilarating or fascinating.
From CDS (Credit Derivative Swap) to synthetic CDOs (Collaterized Debt Obligations) to securities lending to bailouts to Bernie Madoff, 2008 will certainly go down in infamy. Although all equity markets stumbled rather significantly, our index based strategies performed well versus their benchmarks. Historically, down stock market years have proven to be winning years, from a relative standpoint, for passive management strategies. 2008 was not an exception.
PERFORMANCE
For the period from inception May 1, 2008 through December 31, 2008, Transamerica Index 75 VP Initial Class returned (26.90)%. By comparison, its benchmarks, the Morgan Stanley Capital International US Broad Market (“MSCI US Broad Market”) Index, the Financial Times Stock Exchange All-Shares ex. US (“FTSE All World ex US”) Index, and the Barclays Capital Aggregate U.S. Bond Index returned (33.77)%, (43.36)% and 3.22%, respectively.
STRATEGY REVIEW
Due to the high quality nature of the fixed income component of our funds and the massive rally in treasury bonds towards the end of the year, the absolute returns of both the portfolio and its respective benchmark was aided greatly by that exposure.
Although the portfolio is built to very closely mimic the returns of its respective customized benchmark, volatility breeds tracking error. In 2008, the stark return differential between fixed income, equities and cash benefited our excess return. In addition, within equities there were relatively large differences between domestic, European and emerging market returns again creating excess return. Our bonds returned a positive 5.4% return over the period while many of the equity Exchange Traded Funds returned negative 30s. Our European investment came in at (42.7)% and Emerging Market was the laggard at (52.1)%.
Our quantitative rebalancing strategy is disciplined in its approach. It is momentum based in that we only sell/buy positions when they have out/underperformed the overall fund by a certain amount, but we sell/buy only halfway back to the target weight thereby maintaining the over/underweight position. The bands around the target weights are very tight but not so much so that we are forced to trade excessively.
In a highly volatile market, we believe our strategy adds more value. In a trending market, whether up or down, our strategy adds more value. In a market where asset class returns vary significantly, our strategy adds more value. 2008 gave us a trending, volatile market with a wide disparity of returns.
Jeff Whitehead, CFA
Portfolio Manager
AEGON USA Investment Management, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | From Inception | | Inception Date | |
| | | | | |
Initial Class | | (26.90 | )% | 05/01/2008 | |
MSCI US Broad Market* | | (33.77 | )% | 05/01/2008 | |
FTSE All World ex US* | | (43.36 | )% | 05/01/2008 | |
Barclays Capital Aggregate U.S. Bond* | | 3.22 | % | 05/01/2008 | |
Service Class | | (27.10 | )% | 05/01/2008 | |
NOTES
* The Morgan Stanley Capital International U.S. Broad Market Index, Financial Times Stock Exchange All-Shares ex US Index and the Barclays Capital Aggregate U.S. Bond Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
The expenses shown in the table do not reflect any expenses from the Funds investment in other affiliated investment companies.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 777.66 | | 0.37 | % | $ | 1.65 | |
Hypothetical (b) | | 1,000.00 | | 1,023.28 | | 0.37 | | 1.88 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 776.36 | | 0.62 | | 2.77 | |
Hypothetical (b) | | 1,000.00 | | 1,022.02 | | 0.62 | | 3.15 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sub-Industry
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sub-industry of the Fund’s total investment securities.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
| | | | | |
INVESTMENT COMPANIES (98.2%) | | | | | |
Vanguard Emerging Markets Fund | | 99,950 | | $ | 2,369 | |
Vanguard European Fund | | 180,920 | | 6,940 | |
Vanguard Growth Fund | | 280,297 | | 11,074 | |
Vanguard Large-Capital Fund | | 147,674 | | 6,018 | |
Vanguard Pacific Fund | | 75,254 | | 3,297 | |
Vanguard Small-Capital Fund | | 81,165 | | 3,464 | |
Vanguard Total Bond Market Fund | | 180,811 | | 14,320 | |
Vanguard Value Fund | | 264,543 | | 10,890 | |
Total Investment Companies (cost $63,878) | | | | 58,372 | |
| | | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (5.1%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $3,058 on 01/02/2009 à • | | $ | 3,058 | | 3,058 | |
Total Repurchase Agreement (cost $3,058) | | | | 3,058 | |
| | | | | |
Total Investment Securities (cost $66,936) # | | | | $ | 61,430 | |
| | | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
• | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 05/14/2009, and with a market value plus accrued interest of $3,200. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | Aggregate cost for federal income tax purposes is $67,508. Aggregate gross unrealized depreciation for all securities in which there is an excess of tax cost over value was $6,078. Net unrealized depreciation for tax purposes is $6,078. |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 58,372 | | $ | 3,058 | | $ | — | | $ | 61,430 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
4
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $66,936) | | $ | 61,430 | |
Receivables: | | | |
Shares sold | | 336 | |
Dividends | | 70 | |
| | 61,836 | |
Liabilities: | | | |
Investment securities purchased | | 2,301 | |
Accounts payable and accrued liabilities: | | | |
Management and advisory fees | | 18 | |
Distribution and service fees | | 11 | |
Administration fees | | 1 | |
Payable for terminated swaps | | — | |
Other | | 19 | |
| | 2,350 | |
Net Assets | | $ | 59,486 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 81 | |
Additional paid-in capital | | 64,419 | |
Undistributed net investment income | | 1,062 | |
Accumulated net realized loss from investment securities | | (570 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (5,506 | ) |
Net Assets | | $ | 59,486 | |
Net Assets by Class: | | | |
Initial Class | | $ | 2,293 | |
Service Class | | 57,193 | |
Shares Outstanding: | | | |
Initial Class | | 313 | |
Service Class | | 7,835 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 7.31 | |
Service Class | | 7.29 | |
STATEMENT OF OPERATIONS
For the period ended December 31, 2008 *
(all amounts in thousands)
Investment Income: | | | |
Dividends | | $ | 1,138 | |
Interest | | 5 | |
| | 1,143 | |
Expenses: | | | |
Management and advisory fees | | 44 | |
Printing and shareholder reports | | — | (a) |
Custody fees | | 6 | |
Administration fees | | 3 | �� |
Legal fees | | 19 | |
Audit fees | | 18 | |
Trustees fees | | — | (a) |
Transfer agent fees | | 1 | |
Distribution and service fees: | | | |
Service Class | | 33 | |
Other | | — | (a) |
Total expenses | | 124 | |
Less management and advisory fee waiver | | (40 | ) |
Net expenses | | 84 | |
| | | |
Net Investment Income | | 1,059 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (570 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (5,506 | ) |
Net Realized and Unrealized Loss | | (6,076 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (5,017 | ) |
(a) Rounds to less than $1.
* Commenced operations on May 1, 2008.
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF CHANGES IN NET ASSETS
For the period ended:
(all amounts in thousands)
| | December 31, 2008* | |
Increase (Decrease) in Net Assets From: | | | |
Operations: | | | |
Net investment income | | $ | 1,059 | |
Net realized loss from investment securities | | (570 | ) |
Change in net unrealized depreciation on investment securities | | (5,506 | ) |
Net decrease in net assets resulting from operations | | (5,017 | ) |
| | | |
Distributions to Shareholders: | | | |
Capital Share Transactions: | | | |
Proceeds from shares sold: | | | |
Initial Class | | 2,858 | |
Service Class | | 63,399 | |
| | 66,257 | |
Cost of shares redeemed: | | | |
Initial Class | | (74 | ) |
Service Class | | (1,680 | ) |
| | (1,754 | ) |
Net increase in net assets from capital shares transactions | | 64,503 | |
Net increase in net assets | | 59,486 | |
| | | |
Net Assets: | | | |
Beginning of year | | — | |
End of year | | $ | 59,486 | |
Undistributed Net Investment Income | | $ | 1,062 | |
| | | |
Share Activity: | | | |
Shares issued: | | | |
Initial Class | | 322 | |
Service Class | | 8,042 | |
| | 8,364 | |
Shares redeemed: | | | |
Initial Class | | (9 | ) |
Service Class | | (207 | ) |
| | (216 | ) |
Net increase in shares outstanding: | | | |
Initial Class | | 313 | |
Service Class | | 7,835 | |
| | 8,148 | |
*Commenced operations on May 1, 2008.
The notes to the financial statements are an integral part of this report.
6
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | | Service Class | |
| | May 1 to Dec 31, 2008 | | May 1 to Dec 31, 2008 | |
Net Asset Value | | | | | |
Beginning of year | | $ | 10.00 | | $ | 10.00 | |
Investment Operations | | | | | |
Net investment income(a) | | 0.33 | | 0.38 | |
Net realized and unrealized loss | | (3.02 | ) | (3.09 | ) |
Total operations | | (2.69 | ) | (2.71 | ) |
Net Asset Value | | | | | |
End of year | | $ | 7.31 | | $ | 7.29 | |
Total Return(b) | | (26.90 | )%(c) | (27.10 | )%(c) |
Net Assets End of Year (000’s) | | $ | 2,293 | | $ | 57,193 | |
Ratio and Supplemental Data | | | | | |
Expenses to average net assets* | | | | | |
After reimbursement/fee waiver | | 0.37 | %(d) | 0.62 | %(d) |
Before reimbursement/fee waiver | | 0.67 | %(d) | 0.92 | %(d) |
Net investment income, to average net assets(1) | | 6.63 | %(d) | 7.71 | %(d) |
Portfolio turnover rate | | 11 | %(c) | 11 | %(c) |
(a) Calculation is based on average number of shares outstanding.
(b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
(c) Not annualized.
(d) Annualized.
(*) Does not include expenses of the investment companies in which the Fund invests.
(1) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
The notes to the financial statements are an integral part of this report.
7
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. Transamerica Index 75 VP, (the “Fund”) commenced operations on May 1, 2008. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: Investment company securities are valued at the net asset value of the underlying portfolio.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3).
Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
There were no recaptured commissions during the year ended December 31, 2008.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
8
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
Transamerica Asset Management, Inc. (“TAM”) is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
AEGON USA Investment Management, LLC (“AUIM”) is both an affiliate of the Fund and is a sub-adviser of the Fund.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $50 million | | 0.32 | % |
Over $50 million up to $250 million | | 0.30 | % |
Over $250 million | | 0.28 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.37% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the period from inception, May 1, 2008 to December 31, 2008. The amount available for recapture at December 31, 2008 was as follows:
| | Advisory Fee | | Available for | |
| | Waived | | Recapture Through | |
Fiscal Year 2008: | | $ | 40 | | 12/31/2011 | |
| | | | | | |
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. — (continued)
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $2 as of December 31, 2008.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the period from inception, May 1, 2008 to December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 67,202 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 2,754 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | (3 | ) |
Undistributed (accumulated) net investment income (loss) | | $ | 3 | |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | — | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 1,076 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | — | |
Post October Capital Loss Deferral | | $ | — | |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (6,077 | ) |
Other temporary differences | | $ | (13 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
10
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Index 75 VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Index 75 VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, and the results of its operations, the changes in its net assets and the financial highlights for the period May 1, 2008 (commencement of operations) through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
11
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made no Long-Term Capital Gain Designation for the year ended December 31, 2008.
12
Transamerica International Moderate Growth VP
(unaudited)
MARKET ENVIRONMENT
2008 was one of the most difficult periods in history for financial markets. The housing-market decline and collapse in sub-prime mortgage bonds worsened as the year progressed. Financial institutions recorded massive write-downs of mortgage-related securities, requiring them to raise replacement capital to meet reserve requirements. The U.S. government took a number of steps intended to rescue the system. The Treasury Department persuaded Bear Stearns to sell itself to JPMorgan Chase. The Federal Reserve Board (“Fed”) opened up its short-term lending facilities to investment banks in an effort to alleviate the capital shortage. Federal regulators seized control of Fannie Mae and Freddie Mac and took a controlling stake in insurance giant American International Group, Inc. (“AIG”). Along with other market-greasing initiatives, the Treasury announced a $700 billion plan to buy troubled mortgage securities from financial institutions. Lehman Brothers filed for bankruptcy, Washington Mutual was acquired by JPMorgan Chase, and Merrill Lynch sold itself to Bank of America. Goldman Sachs and Morgan Stanley—by then the only remaining major stand-alone investment banks—petitioned the government to convert to chartered banks. The government also brokered Wachovia’s sale to Wells Fargo. On top of these activities, the Fed lowered its federal-funds rate seven times during the year, ultimately to a target range of between 0.00% and 0.25%. Other governments around the world also lowered rates and bailed out financial institutions in their own countries.
In the fixed-income markets, only the highest-quality bonds—Treasuries and other U.S. and foreign government issues—managed to post gains. With credit fears rampant, bonds with even a little credit exposure lost value. Even investment-grade corporate bonds lost 4.94% as measured by the Barclays Capital U.S. Corporate Investment Grade Index. High-yield bonds lost more than five times as much, and emerging-markets debt notched sizable losses. The only safe asset classes were government-sponsored bonds and cash. Yet not even all government bonds were safe: Treasury Inflation Protected Securities (“TIPS”) lost 2.35% as gauged by the Barclays Capital U.S. TIPS Index.
PERFORMANCE
For the year ended December 31, 2008, Transamerica International Moderate Growth VP, Initial Class returned (36.12%). By comparison its primary and secondary benchmarks, Morgan Stanley Capital International World ex. US Index (“MSCIW ex. USA”) and Barclays Capital (formerly Lehman Brothers) Aggregate U.S. Bond Index (“BCAB”), returned (43.23%) and 5.24%, respectively.
STRATEGY REVIEW
This fund-of-funds portfolio is structured to provide broad coverage of international equity markets moderated by exposure to fixed-income securities. Its underlying equity fund holdings cover a range of international equity investing styles, including large value, large growth, all cap, small cap, emerging markets, and global real estate. The portfolio typically devotes between 60% and 70% of assets to international developed markets equity, and another 5% combined to emerging markets equity and debt. The remaining 25% to 35% of assets is devoted to U.S. bonds. These underlying U.S. fixed-income holdings are mostly in intermediate investment-grade bonds, with smaller amounts in TIPS and short-term investment-grade bonds.
Given the performance of international equity markets, it isn’t surprising that our equity fund holdings ended the year with substantial losses or that diversification within our equity portfolio didn’t help overall fund performance in a year when virtually everything fell so significantly. Two of the fund’s mainstays, however, performed considerably worse than the MSCI World ex US index: Transamerica AllianceBernstein International Value lost significantly, weighed down by sagging financials stocks, and Transamerica Marsico International Growth was hurt by its consumer and emerging-markets holdings. The two funds took up 38% of assets at the beginning of 2008. During the third quarter, we lowered the weightings to both funds as two additional large-cap offerings became available for us to use: Transamerica MFS International Equity and Transamerica Thornburg International Value, both of which outperformed the MSCIW ex-US from the time they were added, in July and September, respectively, through the end of the year. Transamerica Schroders International Small Cap was also added to the portfolio in March. It provides additional diversification to small- and mid-cap stocks in developed markets.
While disappointing, the performance of our underlying equity funds was not surprising amidst the worst global equity climate we have seen in decades. More surprising were the struggles of our underlying bond funds. The root cause of the stock market decline was the credit crisis, and in that environment bonds with any credit sensitivity at all suffered losses. Normally a predominantly investment-grade bond portfolio such as ours would tend to rise in value in times of stock-market volatility, but in this period only government bonds managed to avoid losses. The four bond funds in our portfolio do own government bonds, but also investment-grade corporates and high-yield bonds, which fell hard in 2008, sending all four of our bond funds into the red for the year, paced by the multi-sector Transamerica Loomis Sayles Bond, which lost almost 19%, far more than that strategy had ever lost before.
Jon Hale, Ph.D., CFA
Michael Stout, CFA
Jeff McConnell, CFA
Maciej Kowara, Ph.D., CFA
Co-Portfolio Managers
Morningstar Associates, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | From Inception | | Inception Date | |
| | | | | | | |
Initial Class | | (36.12 | )% | (11.38 | )% | 5/1/06 | |
MSCI WORLD ex US (USD)* | | (43.23 | )% | (12.25 | )% | 5/1/06 | |
Barclays Capital Aggregate U.S. Bond Index* | | 5.24 | % | 6.54 | % | 5/1/06 | |
Service Class | | (36.32 | )% | (11.61 | )% | 5/1/06 | |
NOTES
* The Morgan Stanley Capital International - World ex US (MSCI - World ex US (USD)) Index and the Barclays Capital Aggregate U.S. Bond Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. The From Inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance; future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
International investing involves special risks including fluctuations, political instability and different financial accounting standards. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
The expenses shown in the table do not reflect any expenses from the Funds investment in other affiliated investment companies.
| | Beginning | | Ending | | Annualized | | Expenses | |
| | Account | | Account | | Expense | | Paid During | |
| | Value | | Value | | Ratio | | Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 692.33 | | 0.14 | % | $ | 0.60 | |
Hypothetical (b) | | 1,000.00 | | 1,024.43 | | 0.14 | | 0.71 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 691.79 | | 0.39 | | 1.66 | |
Hypothetical (b) | | 1,000.00 | | 1,023.18 | | 0.39 | | 1.98 | |
| | | | | | | | | | | | |
(a) | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days). |
| |
(b) | 5% return per year before expenses. |
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Asset Type
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by asset type of the aggregate portfolio holdings of the underlying affiliated investment companies in which the Fund invests. The security lending collateral in the underlying funds is excluded from this calculation.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
INVESTMENT COMPANIES (100.0%) | | | | | |
Bonds (24.0%) | | | | | |
Transamerica PIMCO Total Return VP ¹ | | 5,096,400 | | $ | 54,328 | |
Transamerica Short-Term Bond € | | 1,161,577 | | 10,710 | |
Global/International Stocks (61.4%) | | | | | |
Transamerica AllianceBernstein International Value € | | 5,082,335 | | 31,714 | |
Transamerica Evergreen International Small Cap € | | 1,608,747 | | 13,626 | |
Transamerica Marsico International Growth € | | 3,301,542 | | 21,691 | |
Transamerica MFS International Equity € | | 5,302,295 | | 35,048 | |
Transamerica Neuberger Berman International € | | 3,850,718 | | 22,796 | |
Transamerica Oppenheimer Developing Markets € | | 701,496 | | 4,279 | |
Transamerica Schroders International Small Cap € | | 2,764,917 | | 16,009 | |
Transamerica Thornburg International Value € | | 2,747,665 | | 21,349 | |
Inflation-Protected Securities (5.4%) | | | | | |
Transamerica PIMCO Real Return TIPS € | | 1,516,226 | | 14,556 | |
Tactical and Specialty (9.2%) | | | | | |
Transamerica Clarion Global Real Estate Securities VP ¹ | | 1,352,785 | | 10,606 | |
Transamerica Loomis Sayles Bond € | | 1,924,018 | | 14,468 | |
Total Investment Securities (cost $413,424) # | | | | $ | 271,180 | |
NOTES TO SCHEDULE OF INVESTMENTS:
¹ | The fund invests its assets in the Initial Class shares of Transamerica Series Trust. |
€ | The fund invests its assets in the Class I shares of Transamerica Funds. |
# | Aggregate cost for federal income tax purposes is $414,685. Aggregate gross unrealized depreciation for all securities in which there is an excess of tax cost over value is $143,505. |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | — | | $ | 271,180 | | $ | — | | $ | 271,180 | |
| | | | | | | | | | | |
The notes to the financial statements are on integral part of this report.
4
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment in affiliated investment companies at value (cost: $413,424) | | $ | 271,180 | |
Receivables: | | | |
Investment securities sold | | 37 | |
Shares sold | | 50 | |
| | 271,267 | |
Liabilities: | | | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 87 | |
Management and advisory fees | | 23 | |
Distribution and service fees | | 54 | |
Administration fees | | 3 | |
Other | | 33 | |
| | 200 | |
Net Assets | | $ | 271,067 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 405 | |
Additional paid-in capital | | 416,021 | |
Undistributed net investment income | | 8,892 | |
Accumulated net realized loss from investment in affiliated investment companies | | (12,007 | ) |
Net unrealized depreciation on investment in affiliated investment companies | | (142,244 | ) |
Net Assets | | $ | 271,067 | |
Net Assets by Class: | | | |
Initial Class | | $ | 15,195 | |
Service Class | | 255,872 | |
Shares Outstanding: | | | |
Initial Class | | 2,260 | |
Service Class | | 38,279 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 6.72 | |
Service Class | | 6.68 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends from affiliated investment companies | | $ | 9,986 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 291 | |
Printing and shareholder reports | | 28 | |
Custody fees | | 13 | |
Administration fees | | 36 | |
Legal fees | | 12 | |
Audit fees | | 18 | |
Trustees fees | | 9 | |
Transfer agent fees | | 6 | |
Registration fees | | 6 | |
Distribution and service fees: | | | |
Service Class | | 672 | |
Other | | 4 | |
Total expenses | | 1,095 | |
| | | |
Net Investment Income | | 8,891 | |
| | | |
Net Realized Loss from: | | | |
Investment in affiliated investment companies | | (16,715 | ) |
Distributions from investment in affiliated investment companies | | 4,793 | |
| | (11,922 | ) |
Net Decrease in Unrealized Depreciation on: | | | |
Investment in affiliated investment companies | | (132,689 | ) |
Net Realized and Unrealized Loss on Investment in Affiliated Investment Companies | | (144,611 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (135,720 | ) |
The notes to the financial statements are on integral part of this report.
5
STATEMENT OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, | | December 31, | |
| | 2008 | | 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 8,891 | | $ | 7,143 | |
Net realized gain (loss) from investment in affiliated investment companies | | (11,922 | ) | 11,004 | |
Change in net unrealized depreciation on investment in affiliated investment companies | | (132,689 | ) | (9,818 | ) |
Net increase (decrease) in net assets resulting from operations | | (135,720 | ) | 8,329 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (510 | ) | (193 | ) |
Service Class | | (6,633 | ) | (1,654 | ) |
| | (7,143 | ) | (1,847 | ) |
From net realized gains: | | | | | |
Initial Class | | (759 | ) | (115 | ) |
Service Class | | (10,321 | ) | (1,002 | ) |
| | (11,080 | ) | (1,117 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 10,435 | | 20,171 | |
Service Class | | 194,309 | | 184,239 | |
| | 204,744 | | 204,410 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 1,269 | | 308 | |
Service Class | | 16,954 | | 2,656 | |
| | 18,223 | | 2,964 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (10,043 | ) | (4,269 | ) |
Service Class | | (38,029 | ) | (9,924 | ) |
| | (48,072 | ) | (14,193 | ) |
Net increase in net assets resulting from capital shares transactions | | 174,895 | | 193,181 | |
| | | | | |
Net increase in net assets | | 20,952 | | 198,546 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 250,115 | | 51,569 | |
End of year | | $ | 271,067 | | $ | 250,115 | |
Undistributed Net Investment Income | | $ | 8,892 | | $ | 7,144 | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 1,054 | | 1,840 | |
Service Class | | 20,379 | | 16,788 | |
| | 21,433 | | 18,628 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 140 | | 29 | |
Service Class | | 1,878 | | 254 | |
| | 2,018 | | 283 | |
Shares redeemed: | | | | | |
Initial Class | | (1,137 | ) | (387 | ) |
Service Class | | (4,348 | ) | (904 | ) |
| | (5,485 | ) | (1,291 | ) |
Net increase in shares outstanding: | | | | | |
Initial Class | | 57 | | 1,482 | |
Service Class | | 17,909 | | 16,138 | |
| | 17,966 | | 17,620 | |
The notes to the financial statements are on integral part of this report.
6
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | | May 1 to Dec | |
| | 2008 | | 2007 | | 31, 2006 | |
| | | | | | | |
Net Asset Value | | | | | | | |
Beginning of period | | $ | 11.12 | | $ | 10.43 | | $ | 10.00 | |
Investment Operations | | | | | | | |
Net investment income(a) | | 0.26 | | 0.56 | | 0.85 | |
Net realized and unrealized gain (loss) | | (4.14 | ) | 0.34 | | (0.42 | ) |
Total operations | | (3.88 | ) | 0.90 | | 0.43 | |
Distributions | | | | | | | |
From net investment income | | (0.21 | ) | (0.13 | ) | — | |
From net realized gains | | (0.31 | ) | (0.08 | ) | — | |
Total distributions | | (0.52 | ) | (0.21 | ) | — | |
Net Asset Value | | | | | | | |
End of year | | $ | 6.72 | | $ | 11.12 | | $ | 10.43 | |
| | | | | | | |
Total Return(b) | | (36.12 | )% | 8.69 | % | 4.30 | %(c) |
| | | | | | | |
Net Assets End of Year (000’s) | | $ | 15,195 | | $ | 24,495 | | $ | 7,516 | |
Ratio and Supplemental Data | | | | | | | |
Expenses to average net assets(d) | | | | | | | |
After reimbursement/fee waiver | | 0.15 | % | 0.19 | %* | 0.25 | %(e) |
Before reimbursement/fee waiver | | 0.15 | % | 0.19 | %* | 0.39 | %(e) |
Net investment income, to average net assets(f) | | 2.76 | % | 5.05 | % | 12.92 | %(e) |
Portfolio turnover rate | | 19 | % | 1 | % | 1 | %(c) |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | | May 1 to Dec | |
| | 2008 | | 2007 | | 31, 2006, | |
| | | | | | | |
Net Asset Value | | | | | | | |
Beginning of period | | $ | 11.08 | | $ | 10.41 | | $ | 10.00 | |
Investment Operations | | | | | | | |
Net investment income(a) | | 0.28 | | 0.57 | | 0.84 | |
Net realized and unrealized gain (loss) | | (4.17 | ) | 0.31 | | (0.43 | ) |
Total operations | | (3.89 | ) | 0.88 | | 0.41 | |
Distributions | | | | | | | |
From net investment income | | (0.20 | ) | (0.13 | ) | — | |
From net realized gains | | (0.31 | ) | (0.08 | ) | — | |
Total distributions | | (0.51 | ) | (0.21 | ) | — | |
Net Asset Value | | | | | | | |
End of year | | $ | 6.68 | | $ | 11.08 | | $ | 10.41 | |
| | | | | | | |
Total Return(b) | | (36.32 | )% | 8.49 | % | 4.10 | %(c) |
| | | | | | | |
Net Assets End of Year (000’s) | | $ | 255,872 | | $ | 225,620 | | $ | 44,053 | |
Ratio and Supplemental Data | | | | | | | |
Expenses to average net assets(d) | | | | | | | |
After reimbursement/fee waiver | | 0.40 | % | 0.44 | %* | 0.50 | %(e) |
Before reimbursement/fee waiver | | 0.40 | % | 0.44 | %* | 0.64 | %(e) |
Net investment income, to average net assets(f) | | 3.08 | % | 5.18 | % | 12.63 | %(e) |
Portfolio turnover rate | | 19 | % | 1 | % | 1 | %(c) |
(a) | Calculation is based on average number of shares outstanding. |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
(c) | Not annualized. |
(d) | Does not include expenses of the investment companies in which the Fund invests. |
(e) | Annualized. |
(f) | Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests. |
* | Ratio is inclusive of recaptured expenses by the investment adviser. The impact of recaptured expenses was 0.02% and 0.02% for Initial Class and Service Class, respectively (see Note 2). |
The notes to the financial statements are on integral part of this report.
7
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, International Moderate Growth Fund also changed its name to Transamerica International Moderate Growth VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: Investment company securities are valued at the net asset value of the underlying portfolio.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities.
For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date. Dividends and net realized gain (loss) from investment securities for the Fund are from investments in shares of affiliated investment companies.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date. Dividends and net realized gain (loss) from investment securities for the Fund are from investments in shares of affiliated investment companies.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
Transamerica Asset Management, Inc. (“TAM”) is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TFS and TCI are affiliates of AEGON, NV, a Netherlands corporation.
TAM has entered into an agreement with Morningstar Associates, LLC (“Morningstar”) to provide investment services to the Fund. TAM compensates Morningstar as described in the Prospectus.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
8
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. — (continued)
Because the underlying funds have varied expense and fee levels and the Fund may own different proportions of underlying funds at different times, the amount of fees and expenses incurred indirectly by the Fund will vary.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following rate:
0.10% of average daily net assets
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.25% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.0125% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $11 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan were less than $1.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 226,351 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 56,004 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
| | | |
$ | 2,274 | | December 31, 2016 | |
| | | | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 1,848 | |
Long-term Capital Gain | | 1,116 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 7,172 | |
Long-term Capital Gain | | 11,051 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 8,891 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (2,274 | ) |
Post October Capital Loss Deferral | | $ | — | |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (143,505 | ) |
Other temporary differences | | $ | (8,471 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
10
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica International Moderate Growth VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica International Moderate Growth VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the transfer agent, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
11
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $11,051 for the year ended December 31, 2008.
12
Transamerica Jennison Growth VP
(unaudited)
MARKET ENVIRONMENT
The fiscal year ended December 31, 2008, was a difficult time for virtually all equity styles and sectors. Problems in the sub-prime mortgage market spread throughout the financial system, creating a full-blown liquidity/credit crisis that roiled global markets. The third quarter of the year proved exceptionally tumultuous, culminating in an alarming series of events: the US government’s takeover of Fannie Mae, Freddie Mac, and American International Group, Inc. (“AIG”); the failure of Lehman Brothers; the distressed sales of the commercial banking franchises of Washington Mutual and Wachovia; Bank of America’s acquisition of Merrill Lynch; and the conversion of investment banks, Goldman Sachs and Morgan Stanley, to commercial banks.
With an unprecedented level of coordination and cooperation, the US Treasury Department and the Federal Reserve Board (“Fed”) presided over efforts to resuscitate credit markets and stabilize the financial system, culminating in the creation of the $700 billion Troubled Asset Relief Program (“TARP”). Toward the end of the year, financial market liquidity conditions showed some improvement from the panicked conditions of the fall, but this did little to rekindle either borrowers’ demand for funds or lenders’ willingness to lend.
The ongoing correction in the housing market, debt deflation, rising unemployment, and sluggish production and consumption patterns increasingly pointed to the most severe recession in recent history, as the effects of the credit crisis worked through the real economy. Inflation worries dissipated, as commodity prices fell sharply. Crude oil closed the year at just under $45 per barrel, leading to a five-year low in US gasoline prices. In an effort to stimulate growth, the Fed lowered the fed funds rate over the year, from 4.25% to a record low range between 0.0% - 0.25%.
Corporations across the globe offered cautious outlooks for 2009. Significant cost-savings plans were announced, including both workforce reductions and capital-expenditure cuts. Completing the worst year since 1937, stock markets fell along with corporate bond prices, reflecting the difficult outlook and expectations of reduced solvency.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Jennison Growth VP Initial Class returned (37.01)%. By comparison its benchmark, the Russell 1000 Growth Index (“Russell 1000 Growth”), returned (38.44)%.
STRATEGY REVIEW
Growth stocks, as reflected by the Russell 1000 Growth benchmark’s 38.44% decline, underperformed the Standard and Poor’s 500 Composite Stock Index (“S&P 500”), which fell 37.00%. Returns were negative in every sector of the growth benchmark, with declines exceeding 40% in financials, energy, materials, utilities, information technology, and telecommunication services. Losses in consumer staples were comparatively modest.
The portfolio is built from the bottom up, with stocks selected one at a time, based on the fundamentals of individual companies. An overweight position and stock selection in the health care sector contributed to positive relative performance, as Genentech, Inc., Gilead Sciences, Inc., and Roche Holding AG posted gains. Security selection also contributed positively to relative return in materials, energy, and financials. Security selection detracted most from return in the information technology sector, where Google, Inc., Apple, Inc., and Research in Motion, Ltd. declined. Stock-picking was also detrimental in industrials, where ABB, Ltd. and McDermott International fell.
The five greatest contributors to portfolio return were Gilead Sciences, Inc., Genentech, Inc., Roche Holding AG, St. Jude Medical, and Urban Outfitters. The five greatest detractors were Google, Inc., Schlumberger, Ltd., Apple, Inc., Alcon, Inc., and Research in Motion, Ltd.
Michael A. Del Balso
Spiros Segalas
Kathleen A. McCarragher
Co-Portfolio Managers
Jennison Associates LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (37.01 | )% | (2.32 | )% | (5.00 | )% | (2.45 | )% | 11/18/1996 | |
Russell 1000 Growth * | | (38.44 | )% | (3.42 | )% | (4.27 | )% | 1.29 | % | 11/18/1996 | |
Service Class | | (37.11 | )% | (2.55 | )% | N/A | | 1.14 | % | 05/01/2003 | |
NOTES
* The Russell 1000® Growth Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Jennison Growth Portfolio of Endeavor Series Trust. Jennison Associated LLC has been the sub-advisor since October 9, 2000. Prior to that date a different firm managed the portfolio and the performance set forth prior to October 9, 2000 is attributable to that firm.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 692.94 | | 0.86 | % | $ | 3.66 | |
Hypothetical (b) | | 1,000.00 | | 1,020.81 | | 0.86 | | 4.37 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 691.66 | | 1.11 | | 4.72 | |
Hypothetical (b) | | 1,000.00 | | 1,019.56 | | 1.11 | | 5.63 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (98.5%) | | | | | |
Aerospace & Defense (3.1%) | | | | | |
Lockheed Martin Corp. | | 36,200 | | $ | 3,044 | |
Raytheon Co. | | 58,800 | | 3,001 | |
Beverages (4.0%) | | | | | |
Coca-Cola Co. | | 90,300 | | 4,088 | |
PepsiCo, Inc. | | 66,300 | | 3,631 | |
Biotechnology (14.0%) | | | | | |
Celgene Corp. ‡ | | 82,600 | | 4,566 | |
Genentech, Inc. ‡ | | 99,700 | | 8,266 | |
Genzyme Corp. ‡ | | 19,900 | | 1,321 | |
Gilead Sciences, Inc. ‡ | | 248,400 | | 12,703 | |
Capital Markets (3.0%) | | | | | |
Charles Schwab Corp. | | 272,900 | | 4,413 | |
Goldman Sachs Group, Inc. | | 13,700 | | 1,156 | |
Lazard, Ltd. -Class A | | 7,300 | | 217 | |
Chemicals (2.4%) | | | | | |
Monsanto Co. | | 66,900 | | 4,706 | |
Communications Equipment (8.5%) | | | | | |
Cisco Systems, Inc. ‡ | | 286,200 | | 4,665 | |
Qualcomm, Inc. | | 203,000 | | 7,274 | |
Research In Motion, Ltd. ‡ | | 111,000 | | 4,504 | |
Computers & Peripherals (6.4%) | | | | | |
Apple, Inc. ‡ | | 50,705 | | 4,328 | |
Hewlett-Packard Co. | | 162,200 | | 5,886 | |
IBM Corp. | | 27,100 | | 2,281 | |
Energy Equipment & Services (2.1%) | | | | | |
Schlumberger, Ltd. | | 95,200 | | 4,030 | |
Food & Staples Retailing (7.9%) | | | | | |
Costco Wholesale Corp. | | 62,100 | | 3,260 | |
CVS Caremark Corp. | | 160,900 | | 4,624 | |
Wal-Mart Stores, Inc. | | 130,500 | | 7,316 | |
Food Products (0.5%) | | | | | |
Cadbury PLC ADR | | 5,700 | | 203 | |
Cadbury PLC | | 87,900 | | 777 | |
Health Care Equipment & Supplies (6.0%) | | | | | |
Alcon, Inc. | | 58,900 | | 5,253 | |
Baxter International, Inc. | | 119,400 | | 6,399 | |
Health Care Providers & Services (2.7%) | | | | | |
Medco Health Solutions, Inc. ‡ | | 97,100 | | 4,070 | |
UnitedHealth Group, Inc. | | 40,800 | | 1,085 | |
Household Products (3.3%) | | | | | |
Colgate-Palmolive Co. | | 92,700 | | 6,354 | |
Internet & Catalog Retail (2.3%) | | | | | |
Amazon.Com, Inc. ‡ | | 87,400 | | 4,482 | |
Internet Software & Services (4.5%) | | | | | |
Google, Inc. -Class A ‡ | | 28,100 | | 8,645 | |
IT Services (4.3%) | | | | | |
Infosys Technologies, Ltd. ADR | | 85,500 | | 2,101 | |
Visa, Inc. -Class A | | 116,600 | | 6,116 | |
Life Sciences Tools & Services (1.9%) | | | | | |
Thermo Fisher Scientific, Inc. ‡ | | 110,300 | | 3,758 | |
Media (1.5%) | | | | | |
Walt Disney Co. | | 130,600 | | 2,963 | |
Multiline Retail (0.3%) | | | | | |
Target Corp. | | 16,300 | | 563 | |
Oil, Gas & Consumable Fuels (3.7%) | | | | | |
Occidental Petroleum Corp. | | 54,300 | | 3,258 | |
Southwestern Energy Co. ‡ | | 82,200 | | 2,381 | |
XTO Energy, Inc. | | 41,400 | | 1,460 | |
Pharmaceuticals (9.5%) | | | | | |
Abbott Laboratories | | 107,800 | | 5,753 | |
Mylan, Inc. ‡ | | 108,600 | | 1,074 | |
Roche Holding AG ADR | | 20,500 | | 1,569 | |
Shire Pharmaceuticals PLC ADR | | 44,870 | | 2,009 | |
Teva Pharmaceutical Industries, Ltd. ADR | | 133,600 | | 5,687 | |
Wyeth | | 60,000 | | 2,251 | |
Road & Rail (0.4%) | | | | | |
Union Pacific Corp. | | 16,000 | | 765 | |
Semiconductors & Semiconductor Equipment (0.4%) | | | | | |
NVIDIA Corp. ‡ | | 86,600 | | 699 | |
Software (4.1%) | | | | | |
Adobe Systems, Inc. ‡ | | 148,200 | | 3,155 | |
Microsoft Corp. | | 148,400 | | 2,885 | |
Oracle Corp. ‡ | | 111,200 | | 1,972 | |
Textiles, Apparel & Luxury Goods (1.7%) | | | | | |
Nike, Inc. -Class B | | 65,200 | | 3,325 | |
Total Common Stocks (cost $226,546) | | | | 190,292 | |
| | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (2.0%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $3,913 on 01/02/2009 à · | | $ | 3,913 | | 3,913 | |
Total Repurchase Agreement (cost $3,913) | | | | 3,913 | |
| | | | | |
Total Investment Securities (cost $230,459) # | | | | $ | 194,205 | |
| | | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
‡ | Non-income producing security. |
· | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 05/14/2009, and with a market value plus accrued interest of $4,000. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | Aggregate cost for federal income tax purposes is $236,692. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $2,159 and $44,646, respectively. Net unrealized depreciation for tax purposes is $42,487. |
The notes to the financial statements are an integral part of this report.
4
SCHEDULE OF INVESTMENTS (continued)
At December 31, 2008
(all amounts in thousands)
DEFINITIONS:
ADR | American Depositary Receipt |
PLC | Public Limited Company |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 189,515 | | $ | 4,690 | | $ | — | | $ | 194,205 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $230,459) | | $ | 194,205 | |
Foreign currency (cost: $45) | | 45 | |
Receivables: | | | |
Dividends | | 255 | |
Dividend reclaims | | 13 | |
| | 194,518 | |
Liabilities: | | | |
Investment securities purchased | | 1,026 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 9 | |
Management and advisory fees | | 134 | |
Administration fees | | 3 | |
Other | | 28 | |
| | 1,200 | |
Net Assets | | $ | 193,318 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 386 | |
Additional paid-in capital | | 258,193 | |
Undistributed net investment income | | 572 | |
Accumulated net realized loss from investment securities and foreign currency transactions | | (29,581 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (36,254 | ) |
Translation of assets and liabilities denominated in foreign currencies | | 2 | |
Net Assets | | $ | 193,318 | |
Net Assets by Class: | | | |
Initial Class | | $ | 192,623 | |
Service Class | | 695 | |
Shares Outstanding: | | | |
Initial Class | | 38,505 | |
Service Class | | 140 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 5.00 | |
Service Class | | 4.94 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $29) | | $ | 2,074 | |
Interest | | 82 | |
Income from loaned securities-net | | 112 | |
| | 2,268 | |
Expenses: | | | |
Management and advisory fees | | 1,583 | |
Printing and shareholder reports | | 9 | |
Custody fees | | 33 | |
Administration fees | | 40 | |
Legal fees | | 8 | |
Audit fees | | 18 | |
Trustees fees | | 6 | |
Transfer agent fees | | 4 | |
Distribution and service fees: | | | |
Service Class | | 2 | |
Other | | 3 | |
Total expenses | | 1,706 | |
| | | |
Net Investment Income | | 562 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (29,531 | ) |
Foreign currency transactions | | 3 | |
| | (29,528 | ) |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (61,961 | ) |
Translation of assets and liabilities denominated in foreign currencies | | 2 | |
| | (61,959 | ) |
Net Realized and Unrealized Loss | | (91,487 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (90,925 | ) |
The notes to the financial statements are an integral part of this report.
6
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 562 | | $ | 240 | |
Net realized gain (loss) from investment securities and foreign currency transactions | | (29,528 | ) | 9,065 | |
Change in net unrealized appreciation (depreciation) on investment securities and foreign currency translation | | (61,959 | ) | 7,170 | |
Net increase (decrease) in net assets resulting from operations | | (90,925 | ) | 16,475 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (233 | ) | (92 | ) |
| | (233 | ) | (92 | ) |
From net realized gains: | | | | | |
Initial Class | | (8,861 | ) | (8,484 | ) |
Service Class | | (36 | ) | (59 | ) |
| | (8,897 | ) | (8,543 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 131,140 | | 59,204 | |
Service Class | | 376 | | 656 | |
| | 131,516 | | 59,860 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 9,094 | | 8,576 | |
Service Class | | 36 | | 59 | |
| | 9,130 | | 8,635 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (9,831 | ) | (58,907 | ) |
Service Class | | (512 | ) | (370 | ) |
| | (10,343 | ) | (59,277 | ) |
Net increase in net assets from capital shares transactions | | 130,303 | | 9,218 | |
Net increase in net assets | | 30,248 | | 17,058 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 163,070 | | 146,012 | |
End of year | | $ | 193,318 | | $ | 163,070 | |
Undistributed Net Investment Income | | $ | 572 | | $ | 240 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 19,110 | | 7,290 | |
Service Class | | 63 | | 80 | |
| | 19,173 | | 7,370 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 1,276 | | 1,119 | |
Service Class | | 5 | | 8 | |
| | 1,281 | | 1,127 | |
Shares redeemed: | | | | | |
Initial Class | | (1,497 | ) | (7,274 | ) |
Service Class | | (78 | ) | (46 | ) |
| | (1,575 | ) | (7,320 | ) |
Net increase in shares outstanding: | | | | | |
Initial Class | | 18,889 | | 1,135 | |
Service Class | | (10 | ) | 42 | |
| | 18,879 | | 1,177 | |
The notes to the financial statements are an integral part of this report.
7
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 8.25 | | $ | 7.86 | | $ | 8.55 | | $ | 8.01 | | $ | 7.34 | |
Investment Operations | | | | | | | | | | | |
Net investment income (loss)(a) | | 0.02 | | 0.01 | | 0.01 | | (0.01 | ) | 0.01 | |
Net realized and unrealized gain (loss) | | (2.99 | ) | 0.86 | | 0.08 | | 1.07 | | 0.66 | |
Total operations | | (2.97 | ) | 0.87 | | 0.09 | | 1.06 | | 0.67 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.01 | ) | (0.01 | ) | — | | (0.02 | ) | — | |
From net realized gains | | (0.27 | ) | (0.47 | ) | (0.78 | ) | (0.50 | ) | — | |
Total distributions | | (0.28 | ) | (0.48 | ) | (0.78 | ) | (0.52 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 5.00 | | $ | 8.25 | | $ | 7.86 | | $ | 8.55 | | $ | 8.01 | |
Total Return(b) | | (37.01 | )% | 11.51 | % | 1.96 | % | 13.79 | % | 9.13 | % |
Net Assets End of Year (000’s) | | $ | 192,623 | | $ | 161,847 | | $ | 145,174 | | $ | 152,630 | | $ | 128,235 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.86 | % | 0.86 | % | 0.87 | % | 0.87 | % | 0.90 | % |
Net investment income (loss), to average net assets | | 0.29 | % | 0.16 | % | 0.07 | % | (0.14 | )% | 0.19 | % |
Portfolio turnover rate | | 74 | % | 72 | % | 78 | % | 67 | % | 68 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 8.16 | | $ | 7.79 | | $ | 8.51 | | $ | 7.98 | | $ | 7.33 | |
Investment Operations | | | | | | | | | | | |
Net investment income (loss)(a) | | — | (c) | (0.01 | ) | (0.02 | ) | (0.03 | ) | 0.09 | |
Net realized and unrealized gain (loss) | | (2.95 | ) | 0.85 | | 0.08 | | 1.06 | | 0.56 | |
Total operations | | (2.95 | ) | 0.84 | | 0.06 | | 1.03 | | 0.65 | |
Distributions | | | | | | | | | | | |
From net investment income | | — | | — | | — | | — | (c) | — | |
From net realized gains | | (0.27 | ) | (0.47 | ) | (0.78 | ) | (0.50 | ) | — | |
Total distributions | | (0.27 | ) | (0.47 | ) | (0.78 | ) | (0.50 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 4.94 | | $ | 8.16 | | $ | 7.79 | | $ | 8.51 | | $ | 7.98 | |
Total Return(b) | | (37.11 | )% | 11.28 | % | 1.60 | % | 13.52 | % | 8.87 | % |
Net Assets End of Year (000’s) | | $ | 695 | | $ | 1,223 | | $ | 838 | | $ | 469 | | $ | 876 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.11 | % | 1.11 | % | 1.12 | % | 1.12 | % | 1.17 | % |
Net investment income (loss), to average net assets | | 0.01 | % | (0.13 | )% | (0.21 | )% | (0.41 | )% | 1.23 | % |
Portfolio turnover rate | | 74 | % | 72 | % | 78 | % | 67 | % | 68 | % |
(a) Calculation is based on average number of shares outstanding.
(b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
(c) Rounds to less than ($0.01) or $0.01.
The notes to the financial statements are an integral part of this report.
8
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Jennison Growth also changed its name to Transamerica Jennison Growth VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $40 are included in net realized loss in the Statement of Operations.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
Foreign currency denominated assets may involve risks not typically associated with domestic transactions. These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
Transamerica Asset Allocation-Conservative VP | | $ | 16,875 | | 8.73 | % |
Transamerica Asset Allocation-Growth VP | | 35,874 | | 18.56 | |
Transamerica Asset Allocation-Moderate VP | | 28,955 | | 14.98 | |
Transamerica Asset Allocation-Moderate Growth VP | | 92,513 | | 47.85 | |
Total | | $ | 174,217 | | 90.12 | % |
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $250 million | | 0.80 | % |
Over $250 million up to $500 million | | 0.775 | % |
Over $500 million up to $1 billion | | 0.70 | % |
Over $1 billion up to 1.5 billion | | 0.675 | % |
Over $1.5 billion | | 0.65 | % |
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.94% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $8 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled less than $1.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 261,801 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 141,166 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | 3 | |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | (3 | ) |
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
| | | |
$ | 18,934 | | December 31, 2016 | |
| | | | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 93 | |
Long-term Capital Gain | | 8,542 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 233 | |
Long-term Capital Gain | | 8,897 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 557 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (18,934 | ) |
Post October Capital Loss Deferral | | $ | (4,399 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (42,485 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Jennison Growth VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Jennison Growth VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $8,897 for the year ended December 31, 2008.
14
Transamerica JPMorgan Core Bond VP
(unaudited)
MARKET ENVIRONMENT
After a number of foreshocks in 2007, the financial system was shaken to its foundations last year, as asset write-downs escalated and confidence in the creditworthiness of banks and other financial market participants evaporated following the Lehman Brothers bankruptcy. The credit crisis marked its anniversary in the third quarter, with the speed and force of its impact accelerating in September, creating volatility, corporate events and government intervention that will have lasting effects. Weak conditions within many financial firms aggravated investor concerns about the firms’ capitalization, leading the U.S. Treasury to place government-sponsored enterprises (“GSEs”), Fannie Mae and Freddie Mac into conservatorship, Lehman Brothers to declare bankruptcy, Merrill Lynch to strike a deal to sell itself to Bank of America, and the Federal Reserve Board (“Fed”) to facilitate a bailout of American International Group, Inc. The failure of Washington Mutual Bank and concerns that Wachovia would be next due to its weak option adjustable-rate mortgage portfolio led to the takeover of Washington Mutual’s operations by JPMorgan Chase and the acquisition of Wachovia. Goldman Sachs and Morgan Stanley announced their decisions to become bank holding companies. These events were mirrored in Europe by bank failures and government intervention. Massive withdrawals in money market funds caused the U.S. Treasury to react quickly to temporarily guarantee shareholder balances as of September 19 in SEC-registered money market funds. Early in the fourth quarter, a revised version of the Troubled Asset Relief Plan (“TARP”) was passed by the House and the Senate and signed by the president.
Throughout this turmoil, credit markets became increasingly frozen as investors lost confidence, and the flight to quality was pushed to its limits in the short-term markets. In the desire for safety, investors in one-month Treasury bills were willing to pay more than they would receive when the notes matured, and the overnight London interbank offer rate (“LIBOR”) rate jumped to 6.875% on September 30, reflecting severe quarter-end funding needs. Central banks globally responded by pouring enormous amounts of liquidity into the financial system, as credit spreads across sectors saw all-time wides. The U.S. Treasury curve continued to steepen throughout the year.
PERFORMANCE
For the year ended December 31, 2008, Transamerica JPMorgan Core Bond VP Initial Class returned 5.58%. By comparison its primary and secondary benchmarks, the Barclays Capital (formerly Lehman Brothers) Aggregate U.S. Bond Index and the Barclays Capital (formerly Lehman Brothers) U.S. Government/Credit Bond Index, returned 5.24% and 5.70%, respectively.
STRATEGY REVIEW
The portfolio remained overweight in seasoned AAA-rated mortgage-backed securities (“MBS”), with most of its exposure in seasoned collateralized mortgage obligations. Sub-prime exposure in the portfolio was minimal, at less than 0.25% as of year-end. We have avoided the sub-prime sector since 2005, when we became concerned about increased layers of risk on collateral and observed deteriorating underwriting standards.
In a continuation from 2007, all major bond market sectors posted negative excess returns relative to comparable-duration Treasuries during 2008. In the investment-grade arena, corporate issues and asset-backed securities were the worst performers, underperforming Treasuries by 19.88% and 22.23%, respectively. MBS underperformed Treasuries by 2.32%.
The portfolio’s sector allocations did not change dramatically throughout the year. We remained overweight in mortgage securities, including commercial mortgage-backed securities, underweight in agency debentures and modestly underweight in corporate bonds.
In an environment marked by a flight to quality and significant spread-widening, we maintained a defensive credit posture, continuing to overweight the “Aaa” segment and underweight the “Baa” area. This contributed positively to performance, as Baa-rated securities underperformed comparable-duration Treasuries by 24.14% versus 3.61% for Aaa-rated issues. The portfolio’s duration ended the year at 4.62 years compared to 3.71 years for the benchmark.
Douglas S. Swanson
Portfolio Manager
JPMorgan Investment Advisors, Inc.
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | 5.58 | % | 4.64 | % | 5.29 | % | 6.71 | % | 10/02/1986 | |
Barclays Capital Aggregate U.S. Bond Index* | | 5.24 | % | 4.65 | % | 5.63 | % | 7.30 | % | 10/02/1986 | |
Barclays Capital U.S. Government/Credit Bond Index* | | 5.70 | % | 4.64 | % | 5.64 | % | 7.30 | % | 10/02/1986 | |
Service Class | | 5.25 | % | 4.36 | % | N/A | | 4.16 | % | 05/01/2003 | |
NOTES
* The Barclays Capital Aggregate U.S. Bond Index and Barclays Capital U.S. Government/Credit Bond Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 1,035.67 | | 0.57 | % | $ | 2.92 | |
Hypothetical (b) | | 1,000.00 | | 1,022.27 | | 0.57 | | 2.90 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 1,033.40 | | 0.82 | | 4.19 | |
Hypothetical (b) | | 1,000.00 | | 1,021.01 | | 0.82 | | 4.17 | |
| | | | | | | | | | | | |
(a) | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days). |
| |
(b) | 5% return per year before expenses. |
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Asset Type
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by asset type of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Principal | | Value | |
U.S. GOVERNMENT OBLIGATIONS (12.0%) | | | | | |
U.S. Treasury Bond | | | | | |
7.25%, due 05/15/2016 - 08/15/2022 | | $ | 1,250 | | $ | 1,697 | |
7.50%, due 11/15/2016 ^ | | 2,600 | | 3,550 | |
8.50%, due 02/15/2020 | | 315 | | 480 | |
U.S. Treasury STRIPS | | | | | |
Zero Coupon, due 08/15/2012 - 02/15/2023 | | 11,550 | | 9,201 | |
Zero Coupon, due 05/15/2013 - 02/15/2022 ^ | | 3,600 | | 3,001 | |
Total U.S. Government Obligations (cost $14,540) | | | | 17,929 | |
| | | | | |
U.S. GOVERNMENT AGENCY OBLIGATIONS (56.3%) | | | | | |
Fannie Mae | | | | | |
Zero Coupon, due 01/25/2019 - 11/25/2036 þ | | 3,921 | | 3,387 | |
0.82%, due 04/25/2035 * | | 360 | | 326 | |
4.00%, due 07/01/2018 - 07/25/2033 | | 1,452 | | 1,425 | |
4.50%, due 08/01/2018 - 09/01/2020 | | 7,135 | | 7,332 | |
4.83%, due 01/01/2035 * | | 214 | | 215 | |
5.00%, due 12/01/2016 - 04/01/2019 | | 4,287 | | 4,427 | |
5.50%, due 06/01/2012 - 12/25/2035 | | 3,107 | | 3,185 | |
5.73%, due 03/25/2038 Ī * | | 909 | | 60 | |
5.75%, due 06/25/2033 | | 750 | | 775 | |
6.00%, due 08/01/2014 - 01/25/2034 | | 3,449 | | 3,555 | |
6.03%, due 06/25/2023 Ī * | | 592 | | 33 | |
6.50%, due 03/01/2017 - 12/25/2042 | | 2,575 | | 2,678 | |
6.87%, due 08/25/2033 * | | 221 | | 167 | |
7.00%, due 12/25/2016 - 11/25/2031 | | 1,693 | | 1,801 | |
7.50%, due 12/25/2042 | | 164 | | 172 | |
8.00%, due 07/01/2009 | | 19 | | 19 | |
8.37%, due 03/25/2034 * | | 165 | | 131 | |
9.00%, due 10/01/2019 - 06/01/2025 | | 148 | | 161 | |
9.50%, due 06/25/2018 | | 164 | | 182 | |
10.00%, due 03/25/2032 * | | 43 | | 38 | |
10.39%, due 07/25/2035 * | | 194 | | 176 | |
11.71%, due 09/25/2033 * | | 117 | | 113 | |
12.63%, due 07/25/2033 * | | 291 | | 260 | |
13.62%, due 12/25/2032 * | | 129 | | 132 | |
16.20%, due 07/25/2035 * | | 379 | | 384 | |
18.23%, due 04/25/2034 - 05/25/2034 * | | 1,053 | | 1,122 | |
22.12%, due 05/25/2034 * | | 77 | | 84 | |
23.66%, due 02/25/2032 * | | 57 | | 68 | |
Federal Home Loan Bank | | | | | |
4.72%, due 09/20/2012 | | 359 | | 367 | |
Freddie Mac | | | | | |
Zero Coupon, due 10/15/2035 þ | | 281 | | 207 | |
Zero Coupon, due 02/15/2029 - 07/15/2036 þ | | 3,623 | | 3,105 | |
1.00%, due 05/15/2036 * | | 90 | | 82 | |
1.42%, due 09/15/2012 Ī | | 1,354 | | 21 | |
1.64%, due 02/15/2037 * | | 235 | | 221 | |
4.00%, due 05/01/2019 - 03/15/2032 | | 1,573 | | 1,586 | |
4.50%, due 12/15/2018 | | 1,000 | | 1,007 | |
5.00%, due 07/15/2014 - 03/15/2026 | | 3,509 | | 3,595 | |
5.50%, due 02/15/2009 - 12/15/2022 | | 3,159 | | 3,254 | |
5.50%, due 07/15/2024 Ī | | 274 | | 27 | |
5.61%, due 04/15/2038 Ī * | | 646 | | 53 | |
5.69%, due 11/01/2036 * | | 361 | | 368 | |
5.81%, due 02/15/2033 Ī * | | 1,069 | | 69 | |
5.91%, due 03/15/2033 Ī * | | 1,271 | | 92 | |
6.00%, due 02/15/2013 - 02/15/2033 | | 5,595 | | 5,785 | |
6.14%, due 10/15/2015 * | | 693 | | 615 | |
6.36%, due 02/15/2033 Ī * | | | 760 | | | 56 | |
6.38%, due 03/15/2032 | | 643 | | 672 | |
6.50%, due 10/15/2013 - 02/25/2043 | | 5,877 | | 6,132 | |
6.51%, due 07/15/2017 Ī * | | 730 | | 69 | |
6.81%, due 03/15/2032 Ī * | | 229 | | 21 | |
7.00%, due 03/15/2024 - 02/25/2043 | | 5,341 | | 5,664 | |
7.21%, due 10/15/2033 - 11/15/2033 * | | 366 | | 303 | |
7.25%, due 09/15/2030 - 12/15/2030 | | 996 | | 1,057 | |
7.28%, due 01/15/2034 - 04/15/2034 * | | 887 | | 703 | |
7.50%, due 02/15/2023 - 08/25/2042 | | 1,198 | | 1,279 | |
8.00%, due 01/15/2030 | | 674 | | 719 | |
8.50%, due 09/15/2020 | | 163 | | 178 | |
9.61%, due 11/15/2033 * | | 200 | | 173 | |
9.61%, due 09/15/2033 - 02/15/2034 * | | 256 | | 234 | |
9.67%, due 04/15/2034 * | | 601 | | 516 | |
10.90%, due 07/15/2033 * | | 335 | | 310 | |
11.81%, due 05/15/2030 * | | 225 | | 225 | |
14.93%, due 11/15/2035 * | | 36 | | 35 | |
Ginnie Mae | | | | | |
Zero Coupon, due 03/16/2033 - 03/20/2037 þ | | 670 | | 562 | |
5.00%, due 04/16/2023 | | 1,000 | | 1,015 | |
5.50%, due 12/20/2013 | | 530 | | 551 | |
5.50%, due 01/20/2032 - 10/16/2037 Ī | | 759 | | 91 | |
6.19%, due 07/20/2036 Ī * | | 953 | | 77 | |
6.24%, due 11/20/2033 Ī * | | 147 | | 23 | |
6.39%, due 03/20/2038 Ī * | | 833 | | 57 | |
6.44%, due 10/20/2032 Ī * | | 500 | | 57 | |
6.50%, due 03/15/2023 - 06/20/2033 | | 7,200 | | 7,582 | |
6.91%, due 04/16/2032 Ī * | | 355 | | 40 | |
7.00%, due 07/15/2017 - 10/20/2031 | | 506 | | 526 | |
7.33%, due 11/20/2030 | | 61 | | 63 | |
7.50%, due 09/15/2009 - 09/20/2030 | | 431 | | 459 | |
8.00%, due 01/15/2016 - 06/20/2030 | | 311 | | 335 | |
8.50%, due 02/16/2030 | | 690 | | 756 | |
9.00%, due 05/16/2027 | | 46 | | 52 | |
12.39%, due 10/20/2037 * | | 380 | | 377 | |
16.80%, due 04/16/2034 * | | 79 | | 84 | |
30.30%, due 04/20/2031 * | | 48 | | 64 | |
Total U.S. Government Agency Obligations (cost $81,997) | | | | 83,979 | |
| | | | | |
FOREIGN GOVERNMENT OBLIGATIONS (0.3%) | | | | | |
United Mexican States | | | | | |
6.38%, due 01/16/2013 | | 75 | | 79 | |
7.50%, due 04/08/2033 | | 300 | | 343 | |
Total Foreign Government Obligations (cost $370) | | | | 422 | |
| | | | | |
MORTGAGE-BACKED SECURITIES (11.3%) | | | | | |
Banc of America Commercial Mortgage, Inc. | | | | | |
Series 2005-6, Class ASB | | | | | |
5.18%, due 09/10/2047 | | 150 | | 118 | |
Banc of America Funding Corp. | | | | | |
Series 2004-1, Class PO | | | | | |
Zero Coupon, due 03/25/2034 þ | | 129 | | 80 | |
Series 2005-7, Class 30PO | | | | | |
Zero Coupon, due 11/25/2035 þ | | 255 | | 179 | |
Series 2005-8, Class 30PO | | | | | |
Zero Coupon, due 01/25/2036 þ | | 86 | | 62 | |
The notes to the financial statements are an integral part of this report.
4
| | Principal | | Value | |
Mortgage-Backed Securities (continued) | | | | | |
Banc of America Mortgage Securities, Inc. | | | | | |
Series 2004-E, Class 2A5 | | | | | |
4.11%, due 06/25/2034 * | | $ | 400 | | $ | 309 | |
Bear Stearns Adjustable Rate Mortgage Trust | | | | | |
Series 2006-1, Class A1 | | | | | |
4.63%, due 02/25/2036 * | | 443 | | 281 | |
Commercial Mortgage Pass-Through Certificates | | | | | |
Series 2001-J2A, Class B | | | | | |
6.30%, due 07/16/2034 -144A | | 4,000 | | 3,848 | |
Countrywide Alternative Loan Trust | | | | | |
Series 2003-J1, Class PO | | | | | |
Zero Coupon, due 10/25/2033 þ | | 155 | | 113 | |
Series 2004-18CB, Class 2A4 | | | | | |
5.70%, due 09/25/2034 | | 200 | | 146 | |
Series 2004-2CB, Class 1A9 | | | | | |
5.75%, due 03/25/2034 | | 330 | | 189 | |
Series 2005-22T1, Class A2 | | | | | |
4.60%, due 06/25/2035 Ī * | | 2,836 | | 149 | |
Series 2005-26CB, Class A10 | | | | | |
12.20%, due 07/25/2035 * | | 80 | | 52 | |
Series 2005-28CB, Class 1A4 | | | | | |
5.50%, due 08/25/2035 | | 500 | | 303 | |
Series 2005-54CB, Class 1A11 | | | | | |
5.50%, due 11/25/2035 | | 200 | | 118 | |
Series 2005-J1, Class 1A4 | | | | | |
4.63%, due 02/25/2035 Ī * | | 1,468 | | 78 | |
Countrywide Home Loan Mortgage Pass-Through Trust | | | | | |
Series 2004-7, Class 2A1 | | | | | |
4.04%, due 06/25/2034 * | | 122 | | 79 | |
Series 2004-HYB1, Class 2A | | | | | |
5.12%, due 05/20/2034 | | 108 | | 72 | |
Series 2005-22, Class 2A1 | | | | | |
5.25%, due 11/25/2035 * | | 628 | | 327 | |
Credit-Based Asset Servicing And Securitization LLC | | | | | |
Series 2006-CB1, Class AF2 | | | | | |
5.24%, due 01/25/2036 | | 68 | | 56 | |
Fannie Mae | | | | | |
Series 2004-79, Class S | | | | | |
18.50%, due 08/25/2032 * | | 211 | | 223 | |
First Horizon Asset Securities, Inc. | | | | | |
Series 2004-AR7, Class 2A1 | | | | | |
4.91%, due 02/25/2035 * | | 218 | | 173 | |
GE Capital Commercial Mortgage Corp. | | | | | |
Series 2001-2, Class B | | | | | |
6.44%, due 08/11/2033 | | 3,000 | | 2,906 | |
GMAC Mortgage Corp. Loan Trust | | | | | |
Series 2003-J7, Class A10 | | | | | |
5.50%, due 11/25/2033 | | 287 | | 272 | |
GSR Mortgage Loan Trust | | | | | |
Series 2005-7F, Class 3A9 | | | | | |
6.00%, due 09/25/2035 | | 321 | | 197 | |
Series 2006-1F, Class 2A4 | | | | | |
6.00%, due 02/25/2036 | | 198 | | 66 | |
Series 2007-1F, Class 2A4 | | | | | |
5.50%, due 01/25/2037 | | 500 | | 303 | |
IndyMac Index Mortgage Loan Trust | | | | | |
Series 2005-AR11, Class A7 | | | | | |
0.68%, due 08/25/2035 Ī * | | 2,195 | | 16 | |
Master Adjustable Rate Mortgages Trust | | | | | |
Series 2004-13, Class 2A1 | | | | | |
4.56%, due 04/21/2034 * | | 240 | | 184 | |
Master Alternative Loans Trust | | | | | |
Series 2004-10, Class 1A1 | | | | | |
4.50%, due 09/25/2019 | | 322 | | 271 | |
Master Asset Securitization Trust | | | | | |
Series 2003-4, Class 2A2 | | | | | |
5.00%, due 05/25/2018 | | 84 | | 82 | |
Master Resecuritization Trust | | | | | |
Series 2005-PO, Class 3PO | | | | | |
Zero Coupon, due 05/28/2035 -144A þ | | 721 | | 438 | |
Merrill Lynch Mortgage Trust | | | | | |
Series 2005-MCP1, Class ASB | | | | | |
4.67%, due 06/12/2043 | | 300 | | 245 | |
Mortgage IT Trust | | | | | |
Series 2005-1, Class 1A1 | | | | | |
0.79%, due 02/25/2035 * | | 126 | | 59 | |
Nomura Asset Acceptance Corp. | | | | | |
Series 2003-A1, Class A2 | | | | | |
6.00%, due 05/25/2033 | | 80 | | 71 | |
Series 2003-A1, Class A5 | | | | | |
7.00%, due 04/25/2033 | | 20 | | 19 | |
Residential Accredit Loans, Inc. | | | | | |
Series 2002-QS16, Class A3 | | | | | |
15.64%, due 10/25/2017 * | | 75 | | 80 | |
Series 2003-QS3, Class A2 | | | | | |
15.46%, due 02/25/2018 * | | 63 | | 55 | |
Residential Funding Mortgage Securities I | | | | | |
Series 2004-S6, Class 2A6 | | | | | |
Zero Coupon, due 06/25/2034 þ | | 134 | | 74 | |
Structured Asset Securities Corp. | | | | | |
Series 2003-21, Class 1A3 | | | | | |
5.50%, due 07/25/2033 | | 195 | | 182 | |
Series 2003-29, Class 1A1 | | | | | |
4.75%, due 09/25/2018 | | 1,172 | | 1,126 | |
Vendee Mortgage Trust | | | | | |
Series 1997-1, Class 2Z | | | | | |
7.50%, due 02/15/2027 | | 1,114 | | 1,281 | |
WAMU Mortgage Pass-Through Certificates | | | | | |
Series 2002-S7, Class 2P | | | | | |
Zero Coupon, due 11/25/2017 þ | | 212 | | 182 | |
Series 2004-AR3, Class A2 | | | | | |
4.24%, due 06/25/2034 | | 119 | | 84 | |
Washington Mutual Alternative Mortgage Pass-Through Certificates | | | | | |
Series 2003-MS7, Class P | | | | | |
Zero Coupon, due 03/25/2033 þ | | 164 | | 97 | |
Series 2005-2, Class 1A4 | | | | | |
4.58%, due 04/25/2035 Ī * | | 1,935 | | 99 | |
Series 2005-4, Class CB7 | | | | | |
5.50%, due 06/25/2035 | | 500 | | 379 | |
Wells Fargo Mortgage Backed Securities Trust | | | | | |
Series 2004-7, Class 2A2 | | | | | |
5.00%, due 07/25/2019 | | 284 | | 277 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
5
| | Principal | | Value | |
Mortgage-Backed Securities (continued) | | | | | |
Wells Fargo Mortgage Backed Securities Trust | | | | | |
Series 2004-BB, Class A4 | | | | | |
4.56%, due 01/25/2035 * | | $ | 419 | | $ | 285 | |
Series 2004-EE, Class 3A1 | | | | | |
4.39%, due 12/25/2034 * | | 209 | | 163 | |
Series 2004-S, Class A5 | | | | | |
3.74%, due 09/25/2034 * | | 500 | | 490 | |
Total Mortgage-Backed Securities (cost $19,260) | | | | 16,938 | |
| | | | | |
ASSET-BACKED SECURITIES (0.4%) | | | | | |
AmeriCredit Automobile Receivables Trust | | | | | |
Series 2007-CM, Class A3B | | | | | |
0.46%, due 05/07/2012 * | | 50 | | 45 | |
Series 2008-AF, Class A3 | | | | | |
5.68%, due 12/12/2012 | | 50 | | 43 | |
Household Automotive Trust | | | | | |
Series 2005-1, Class A4 | | | | | |
4.35%, due 06/18/2012 | | 80 | | 76 | |
Household Credit Card Master Note Trust I | | | | | |
Series 2006-1, Class A | | | | | |
5.10%, due 06/15/2012 | | 150 | | 146 | |
MBNA Credit Card Master Note Trust | | | | | |
Series 2003-C1, Class C1 | | | | | |
2.90%, due 06/15/2012 * | | 150 | | 102 | |
MBNA Master Credit Card Trust | | | | | |
Series 1999-J, Class C | | | | | |
7.85%, due 02/15/2012 -144A | | 300 | | 245 | |
Total Asset-Backed Securities (cost $801) | | | | 657 | |
| | | | | |
MUNICIPAL GOVERNMENT OBLIGATION (0.1%) | | | | | |
State of Illinois | | | | | |
5.10%, due 06/01/2033 | | 200 | | 176 | |
Total Municipal Government Obligation (cost $200) | | | | 176 | |
| | | | | |
CORPORATE DEBT SECURITIES (18.7%) | | | | | |
Aerospace & Defense (0.7%) | | | | | |
Systems 2001 AT LLC | | | | | |
6.66%, due 09/15/2013 -144A | | 934 | | 894 | |
Air Freight & Logistics (0.0%) | | | | | |
United Parcel Service, Inc. | | | | | |
5.50%, due 01/15/2018 | | 50 | | 53 | |
Airlines (0.0%) | | | | | |
Continental Airlines, Inc. | | | | | |
7.49%, due 10/02/2010 | | 50 | | 45 | |
Beverages (0.1%) | | | | | |
Coca-Cola Enterprises, Inc. | | | | | |
8.50%, due 02/01/2012 | | 50 | | 54 | |
Diageo Capital PLC | | | | | |
7.38%, due 01/15/2014 | | 25 | | 27 | |
PepsiCo, Inc. | | | | | |
7.90%, due 11/01/2018 | | 25 | | 31 | |
Capital Markets (2.3%) | | | | | |
Bank of New York Mellon Corp. | | | | | |
5.13%, due 08/27/2013 | | 35 | | 36 | |
Bear Stearns Cos., Inc. | | | | | |
7.25%, due 02/01/2018 | | 50 | | 55 | |
Goldman Sachs Group, Inc. | | | | | |
5.95%, due 01/18/2018 | | 70 | | 66 | |
6.15%, due 04/01/2018 | | 100 | | 96 | |
6.60%, due 01/15/2012 | | 50 | | 49 | |
6.88%, due 01/15/2011 | | 850 | | 857 | |
Lehman Brothers Holdings, Inc. | | | | | |
7.88%, due 08/15/2010 Џ | | 1,000 | | 95 | |
Merrill Lynch & Co., Inc. | | | | | |
4.79%, due 08/04/2010 | | 100 | | 97 | |
5.45%, due 07/15/2014 | | 235 | | 232 | |
6.15%, due 04/25/2013 | | 170 | | 168 | |
6.40%, due 08/28/2017 | | 120 | | 120 | |
6.88%, due 04/25/2018 | | 60 | | 63 | |
Morgan Stanley | | | | | |
4.25%, due 05/15/2010 | | 500 | | 491 | |
4.75%, due 04/01/2014 | | 145 | | 110 | |
6.60%, due 04/01/2012 | | 250 | | 242 | |
6.75%, due 04/15/2011 | | 400 | | 394 | |
State Street Corp. | | | | | |
7.65%, due 06/15/2010 à | | 300 | | 312 | |
Chemicals (1.1%) | | | | | |
Dow Chemical Co. | | | | | |
6.13%, due 02/01/2011 | | 260 | | 260 | |
E.I. duPont de Nemours & Co. | | | | | |
6.00%, due 07/15/2018 | | 150 | | 158 | |
Koninklijke DSM NV | | | | | |
6.75%, due 05/15/2009 -144A | | 1,000 | | 1,015 | |
Monsanto Co. | | | | | |
7.38%, due 08/15/2012 | | 100 | | 111 | |
Potash Corp. of Saskatchewan | | | | | |
4.88%, due 03/01/2013 | | 40 | | 38 | |
PPG Industries, Inc. | | | | | |
5.75%, due 03/15/2013 | | 35 | | 35 | |
Commercial Banks (1.1%) | | | | | |
Corp. Andina de Fomento | | | | | |
5.20%, due 05/21/2013 | | 100 | | 89 | |
Credit Suisse, Inc. | | | | | |
4.88%, due 01/15/2015 | | 300 | | 271 | |
KeyCorp | | | | | |
4.70%, due 05/21/2009 | | 100 | | 99 | |
6.50%, due 05/14/2013 | | 50 | | 46 | |
National City Bank | | | | | |
4.53%, due 01/21/2010 * | | 75 | | 72 | |
PNC Funding Corp. | | | | | |
5.25%, due 11/15/2015 | | 50 | | 48 | |
SunTrust Banks, Inc. | | | | | |
6.38%, due 04/01/2011 | | 250 | | 253 | |
UBS AG | | | | | |
5.75%, due 04/25/2018 | | 100 | | 91 | |
Wachovia Bank NA | | | | | |
7.80%, due 08/18/2010 | | 250 | | 248 | |
Wachovia Corp. | | | | | |
5.50%, due 05/01/2013 | | 70 | | 69 | |
5.75%, due 02/01/2018 | | 325 | | 326 | |
Communications Equipment (0.0%) | | | | | |
Cisco Systems, Inc. | | | | | |
5.50%, due 02/22/2016 | | 50 | | 53 | |
Computers & Peripherals (0.4%) | | | | | |
Hewlett-Packard Co. | | | | | |
5.40%, due 03/01/2017 | | 50 | | 50 | |
6.13%, due 03/01/2014 | | 100 | | 106 | |
IBM Corp. | | | | | |
6.22%, due 08/01/2027 | | 250 | | 273 | |
Consumer Finance (0.9%) | | | | | |
American Express Credit Corp. | | | | | |
7.30%, due 08/20/2013 | | 145 | | 148 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
6
| | Principal | | Value | |
Consumer Finance (continued) | | | | | |
American General Finance Corp. | | | | | |
5.38%, due 10/01/2012 | | $ | 100 | | $ | 42 | |
Capital One Financial Corp. | | | | | |
5.70%, due 09/15/2011 | | 20 | | 19 | |
6.25%, due 11/15/2013 | | 75 | | 64 | |
HSBC Finance Corp. | | | | | |
5.25%, due 01/15/2014 | | 100 | | 95 | |
6.75%, due 05/15/2011 | | 760 | | 757 | |
SLM Corp. | | | | | |
4.00%, due 01/15/2010 | | 175 | | 158 | |
Diversified Financial Services (5.0%) | | | | | |
Allstate Life Global Funding Trusts | | | | | |
5.38%, due 04/30/2013 | | 70 | | 69 | |
ASIF Global Financing XIX | | | | | |
4.90%, due 01/17/2013 -144A | | 500 | | 401 | |
Bank of America Corp. | | | | | |
7.40%, due 01/15/2011 | | 1,000 | | 1,023 | |
BP Capital Markets PLC | | | | | |
5.25%, due 11/07/2013 | | 150 | | 157 | |
Captiva CBO -Class 1997-1 | | | | | |
6.86%, due 11/30/2009 -144A § Ә | | 394 | | 367 | |
Caterpillar Financial Services Corp. | | | | | |
4.90%, due 08/15/2013 | | 100 | | 94 | |
6.20%, due 09/30/2013 | | 125 | | 129 | |
7.05%, due 10/01/2018 | | 125 | | 132 | |
CIT Group, Inc. | | | | | |
5.00%, due 02/13/2014 | | 30 | | 22 | |
Citigroup, Inc. | | | | | |
5.63%, due 08/27/2012 | | 400 | | 375 | |
6.00%, due 08/15/2017 | | 200 | | 199 | |
6.13%, due 05/15/2018 | | 100 | | 101 | |
CME Group, Inc. | | | | | |
5.40%, due 08/01/2013 | | 250 | | 248 | |
ConocoPhillips Canada Funding Co. | | | | | |
5.63%, due 10/15/2016 | | 100 | | 102 | |
General Electric Capital Corp. | | | | | |
4.63%, due 09/15/2009 | | 500 | | 506 | |
5.63%, due 05/01/2018 | | 500 | | 504 | |
5.88%, due 02/15/2012 | | 520 | | 535 | |
6.00%, due 06/15/2012 | | 1,020 | | 1,046 | |
6.13%, due 02/22/2011 | | 500 | | 517 | |
International Lease Finance Corp. | | | | | |
5.88%, due 05/01/2013 | | 75 | | 50 | |
John Hancock Global Funding II | | | | | |
7.90%, due 07/02/2010 -144A | | 300 | | 310 | |
MassMutual Global Funding II | | | | | |
3.50%, due 03/15/2010 -144A | | 150 | | 146 | |
National Rural Utilities Cooperative Finance Corp. | | | | | |
4.75%, due 03/01/2014 | | 75 | | 70 | |
Principal Life Global Funding I | | | | | |
6.25%, due 02/15/2012 -144A | | 250 | | 248 | |
Textron Financial Corp. | | | | | |
5.13%, due 02/03/2011 | | 80 | | 60 | |
5.40%, due 04/28/2013 | | 40 | | 28 | |
Diversified Telecommunication Services (2.2%) | | | | | |
AT&T, Inc. | | | | | |
4.95%, due 01/15/2013 | | 210 | | 211 | |
5.10%, due 09/15/2014 | | 45 | | 44 | |
5.50%, due 02/01/2018 | | 75 | | 76 | |
5.60%, due 05/15/2018 | | 75 | | 76 | |
5.88%, due 02/01/2012 | | 150 | | 153 | |
BellSouth Corp. | | | | | |
5.20%, due 09/15/2014 | | 5 | | 5 | |
6.00%, due 10/15/2011 | | 250 | | 255 | |
British Telecom PLC | | | | | |
8.63%, due 12/15/2010 | | 50 | | 51 | |
9.13%, due 12/15/2030 Ђ | | 150 | | 159 | |
France Telecom SA | | | | | |
7.75%, due 03/01/2011 Ђ | | 200 | | 210 | |
GTE Corp. | | | | | |
7.51%, due 04/01/2009 | | 475 | | 478 | |
NYNEX Capital Funding Co. | | | | | |
8.23%, due 10/15/2009 Ђ | | 400 | | 400 | |
NYNEX Corp. | | | | | |
9.55%, due 05/01/2010 | | 71 | | 72 | |
Sprint Capital Corp. | | | | | |
6.88%, due 11/15/2028 | | 650 | | 387 | |
Telecom Italia Capital SA | | | | | |
4.95%, due 09/30/2014 | | 100 | | 76 | |
5.25%, due 11/15/2013 | | 60 | | 46 | |
Telefonica Emisiones Sau | | | | | |
5.86%, due 02/04/2013 | | 100 | | 97 | |
Verizon Pennsylvania, Inc. | | | | | |
8.35%, due 12/15/2030 | | 400 | | 391 | |
Electric Utilities (1.0%) | | | | | |
Aquila, Inc. | | | | | |
11.88%, due 07/01/2012 | | 90 | | 91 | |
CenterPoint Energy Houston Electric LLC | | | | | |
5.75%, due 01/15/2014 | | 60 | | 57 | |
Cleveland Electric Illuminating Co. | | | | | |
7.88%, due 11/01/2017 | | 50 | | 51 | |
Columbus Southern Power Co. | | | | | |
6.05%, due 05/01/2018 | | 30 | | 29 | |
Duke Energy Corp. | | | | | |
5.63%, due 11/30/2012 | | 100 | | 102 | |
6.25%, due 01/15/2012 | | 100 | | 103 | |
Duke Energy Indiana, Inc. | | | | | |
6.35%, due 08/15/2038 | | 80 | | 90 | |
Exelon Generation Co. LLC | | | | | |
6.95%, due 06/15/2011 | | 250 | | 242 | |
FirstEnergy Corp. | | | | | |
7.38%, due 11/15/2031 | | 25 | | 24 | |
Florida Power & Light Co. | | | | | |
5.95%, due 02/01/2038 | | 50 | | 56 | |
Florida Power Corp. | | | | | |
4.80%, due 03/01/2013 | | 50 | | 50 | |
FPL Group Capital, Inc. | | | | | |
7.88%, due 12/15/2015 | | 30 | | 32 | |
Ohio Power Co. | | | | | |
5.75%, due 09/01/2013 | | 100 | | 97 | |
Oncor Electric Delivery Co. | | | | | |
5.95%, due 09/01/2013 -144A | | 20 | | 19 | |
PECO Energy Co. | | | | | |
5.35%, due 03/01/2018 | | 50 | | 48 | |
PSEG Power LLC | | | | | |
7.75%, due 04/15/2011 | | 115 | | 114 | |
Public Service Co. of Colorado | | | | | |
5.80%, due 08/01/2018 | | 20 | | 21 | |
6.50%, due 08/01/2038 | | 45 | | 50 | |
Public Service Electric & Gas Co. | | | | | |
5.30%, due 05/01/2018 | | 30 | | 29 | |
6.33%, due 11/01/2013 | | 60 | | 61 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
7
| | Principal | | Value | |
Electric Utilities (continued) | | | | | |
Southern California Edison Co. | | | | | |
5.50%, due 08/15/2018 | | $ | 65 | | $ | 68 | |
Virginia Electric And Power Co. | | | | | |
5.40%, due 04/30/2018 | | 100 | | 97 | |
Wisconsin Electric Power Co. | | | | | |
6.00%, due 04/01/2014 | | 35 | | 37 | |
Food & Staples Retailing (0.1%) | | | | | |
Kroger Co. | | | | | |
8.05%, due 02/01/2010 | | 200 | | 203 | |
Food Products (0.3%) | | | | | |
General Mills, Inc. | | | | | |
6.00%, due 02/15/2012 | | 25 | | 26 | |
Kellogg Co. | | | | | |
4.25%, due 03/06/2013 | | 80 | | 77 | |
Kraft Foods, Inc. | | | | | |
6.13%, due 02/01/2018 | | 100 | | 98 | |
6.75%, due 02/19/2014 | | 50 | | 52 | |
6.88%, due 02/01/2038 | | 50 | | 50 | |
7.00%, due 08/11/2037 | | 75 | | 76 | |
Gas Utilities (0.2%) | | | | | |
KeySpan Gas East Corp. | | | | | |
7.88%, due 02/01/2010 | | 100 | | 104 | |
Schlumberger Technology Corp. | | | | | |
6.50%, due 04/15/2012 -144A | | 50 | | 56 | |
Southern California Gas Co. | | | | | |
4.80%, due 10/01/2012 | | 100 | | 101 | |
Household Products (0.0%) | | | | | |
Kimberly-Clark Corp. | | | | | |
7.50%, due 11/01/2018 | | 15 | | 18 | |
Insurance (0.3%) | | | | | |
Berkshire Hathaway Finance Corp. | | | | | |
4.60%, due 05/15/2013 | | 100 | | 100 | |
MetLife Life and Annuity Co. of Connecticut | | | | | |
5.13%, due 08/15/2014 -144A | | 100 | | 89 | |
Protective Life Secured Trusts | | | | | |
4.00%, due 04/01/2011 | | 250 | | 225 | |
Travelers Cos., Inc. | | | | | |
5.80%, due 05/15/2018 | | 50 | | 48 | |
IT Services (0.0%) | | | | | |
Electronic Data Systems Corp. | | | | | |
6.00%, due 08/01/2013 Ђ | | 50 | | 52 | |
Machinery (0.0%) | | | | | |
Ingersoll-Rand Co., Ltd. | | | | | |
6.39%, due 11/15/2027 | | 25 | | 25 | |
Parker Hannifin Corp. | | | | | |
5.50%, due 05/15/2018 | | 20 | | 19 | |
Media (1.5%) | | | | | |
Comcast Cable Holdings LLC | | | | | |
9.80%, due 02/01/2012 | | 500 | | 527 | |
Comcast Corp. | | | | | |
5.50%, due 03/15/2011 | | 250 | | 245 | |
COX Communications, Inc. | | | | | |
6.75%, due 03/15/2011 | | 1,000 | | 973 | |
Historic TW, Inc. | | | | | |
9.15%, due 02/01/2023 | | 500 | | 533 | |
Thomson Reuters Corp. | | | | | |
5.95%, due 07/15/2013 | | 35 | | 33 | |
Metals & Mining (0.0%) | | | | | |
Alcoa, Inc. | | | | | |
5.55%, due 02/01/2017 | | 60 | | 47 | |
Multiline Retail (0.1%) | | | | | |
Target Corp. | | | | | |
6.00%, due 01/15/2018 | | 100 | | 97 | |
Multi-Utilities (0.2%) | | | | | |
Dominion Resources, Inc. | | | | | |
6.25%, due 06/30/2012 | | 144 | | 144 | |
DTE Energy Co. | | | | | |
6.65%, due 04/15/2009 | | 200 | | 200 | |
Sempra Energy | | | | | |
8.90%, due 11/15/2013 | | 50 | | 50 | |
Oil, Gas & Consumable Fuels (0.3%) | | | | | |
Canadian Natural Resources, Ltd. | | | | | |
5.90%, due 02/01/2018 | | 25 | | 22 | |
Conoco Funding Co. | | | | | |
7.25%, due 10/15/2031 | | 50 | | 54 | |
Marathon Oil Corp. | | | | | |
8.38%, due 05/01/2012 | | 100 | | 95 | |
Shell International Finance BV | | | | | |
6.38%, due 12/15/2038 | | 100 | | 113 | |
Spectra Energy Capital LLC | | | | | |
5.50%, due 03/01/2014 | | 125 | | 109 | |
Transcanada Pipelines, Ltd. | | | | | |
4.00%, due 06/15/2013 | | 50 | | 46 | |
Paper & Forest Products (0.2%) | | | | | |
International Paper Co. | | | | | |
4.00%, due 04/01/2010 | | 165 | | 159 | |
4.25%, due 01/15/2009 | | 65 | | 65 | |
Pharmaceuticals (0.0%) | | | | | |
AstraZeneca PLC | | | | | |
5.40%, due 06/01/2014 | | 50 | | 52 | |
Real Estate Investment Trusts (0.0%) | | | | | |
Simon Property Group, LP | | | | | |
5.63%, due 08/15/2014 | | 50 | | 33 | |
6.10%, due 05/01/2016 | | 60 | | 39 | |
Road & Rail (0.2%) | | | | | |
Burlington Northern Santa Fe Corp. | | | | | |
7.13%, due 12/15/2010 | | 200 | | 205 | |
Norfolk Southern Corp. | | | | | |
6.75%, due 02/15/2011 | | 50 | | 51 | |
Union Pacific Corp. | | | | | |
5.65%, due 05/01/2017 | | 50 | | 48 | |
Software (0.1%) | | | | | |
Oracle Corp. | | | | | |
5.25%, due 01/15/2016 | | 30 | | 31 | |
5.75%, due 04/15/2018 | | 100 | | 104 | |
6.50%, due 04/15/2038 | | 30 | | 33 | |
Specialty Retail (0.1%) | | | | | |
Home Depot, Inc. | | | | | |
5.40%, due 03/01/2016 | | 85 | | 76 | |
Thrifts & Mortgage Finance (0.1%) | | | | | |
Countrywide Home Loans, Inc. | | | | | |
4.00%, due 03/22/2011 | | 225 | | 214 | |
Water Utilities (0.1%) | | | | | |
American Water Capital Corp. | | | | | |
6.09%, due 10/15/2017 | | 100 | | 87 | |
Wireless Telecommunication Services (0.1%) | | | | | |
AT&T Wireless Services, Inc. | | | | | |
7.88%, due 03/01/2011 | | 100 | | 104 | |
Vodafone Group PLC | | | | | |
5.00%, due 09/15/2015 | | 115 | | 105 | |
Total Corporate Debt Securities (cost $29,663) | | | | 27,888 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
8
| | Principal | | Value | |
REPURCHASE AGREEMENT (0.2%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $353 on 01/02/2009 à · | | $ | 353 | | $ | 353 | |
Total Repurchase Agreement (cost $353) | | | | 353 | |
| | | | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (3.1%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 4,692,170 | | 4,692 | |
Total Securities Lending Collateral (cost $4,692) | | | | 4,692 | |
| | | | | |
Total Investment Securities (cost $151,876) # | | | | $ | 153,034 | |
| | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
^ | | All or a portion of this security is on loan. The value of all securities on loan is $4,597. |
þ | | PO - Principal Only. |
* | | Floating or variable rate note. Rate is listed as of 12/31/2008. |
Ī | | IO - Interest Only. |
Џ | | In default. |
Ђ | | Step bond. Interest rate may increase or decrease as the credit rating changes. |
§ | | Illiquid. These securities aggregated to $367, or 0.25%, of the Fund’s net assets. |
· | | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 01/29/2009, and with a market value plus accrued interest of $380. |
à | | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
p | | Interest rate shown reflects the yield at 12/31/2008. |
# | | Aggregate cost for federal income tax purposes is $151,876. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $7,157 and $5,999, respectively. Net unrealized appreciation for tax purposes is $1,158. |
Ә | | Security fair valued as determined in good faith in accordance with procedures established by the Trust’s Board of Trustees. |
DEFINITIONS:
144A | | 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities are deemed to be liquid for purposes of compliance limitations on holdings of illiquid securities and may be resold as transactions exempt from registration, normally to qualified institutional buyers. At 12/31/2008, these securities aggregated $8,076, or 5.41% of the Fund’s net assets. |
STRIPS | | Separate Trading of Registered Interest and Principal of Securities |
LLC | | Limited Liability Corporation |
LP | | Limited Partnership |
PLC | | Public Limited Company |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 4,692 | | $ | 147,404 | | $ | 938 | | $ | 153,034 | |
| | | | | | | | | | | |
The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Fund during the year ending December 31, 2008:
Beginning Balance at 12/31/2007 | | Net Purchases/ (Sales) | | Accrued Discounts/ (Premiums) | | Total Realized Gain/ (Loss) | | Total Unrealized Appreciation/ (depreciation) | | Net Transfers In/(Out) of Level 3 | | Ending Balance at 12/31/2008 | |
$ | 1,026 | | $ | (68 | ) | $ | (6 | ) | $ | 60 | | $ | (74 | ) | $ | — | | $ | 938 | |
| | | | | | | | | | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
9
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $151,876) (including securities loaned of $4,597) | | $ | 153,034 | |
Cash | | 5 | |
Receivables: | | | |
Investment securities sold | | 49 | |
Shares sold | | 146 | |
Interest | | 1,010 | |
Income from loaned securities | | 5 | |
Other | | 4 | |
| | 154,253 | |
Liabilities: | | | |
Investment securities purchased | | 63 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 105 | |
Management and advisory fees | | 61 | |
Distribution and service fees | | 3 | |
Administration fees | | 3 | |
Payable for collateral for securities on loan | | 4,692 | |
Other | | 62 | |
| | 4,989 | |
Net Assets | | $ | 149,264 | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 124 | |
Additional paid-in capital | | 138,703 | |
Undistributed net investment income | | 7,971 | |
Undistributed net realized gain from investment securities | | 1,308 | |
Net unrealized appreciation on: | | | |
Investment securities | | 1,158 | |
Net Assets | | $ | 149,264 | |
| | | |
Net Assets by Class: | | | |
Initial Class | | $ | 135,307 | |
Service Class | | 13,957 | |
Shares Outstanding: | | | |
Initial Class | | 11,327 | |
Service Class | | 1,109 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 11.95 | |
Service Class | | 12.58 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Interest | | 8,867 | |
Income from loaned securities-net | | 52 | |
| | 8,919 | |
Expenses: | | | |
Management and advisory fees | | 738 | |
Printing and shareholder reports | | 16 | |
Custody fees | | 81 | |
Administration fees | | 33 | |
Legal fees | | 7 | |
Audit fees | | 18 | |
Trustees fees | | 5 | |
Transfer agent fees | | 3 | |
Distribution and service fees: | | | |
Service Class | | 44 | |
Other | | 3 | |
Total expenses | | 948 | |
| | | |
Net Investment Income | | 7,971 | |
| | | |
Net Realized Gain from: | | | |
Investment securities | | 1,477 | |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (1,652 | ) |
Net Realized and Unrealized Loss | | (175 | ) |
| | | |
Net Increase In Net Assets Resulting from Operations | | $ | 7,796 | |
| | | | |
The notes to the financial statements are an integral part of this report.
10
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 7,971 | | $ | 7,072 | |
Net realized gain from investment securities | | 1,477 | | 8 | |
Change in net unrealized appreciation (depreciation) on investment securities | | (1,652 | ) | 3,370 | |
Net increase in net assets resulting from operations | | 7,796 | | 10,450 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (6,220 | ) | (7,585 | ) |
Service Class | | (852 | ) | (513 | ) |
| | (7,072 | ) | (8,098 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 37,464 | | 13,534 | |
Service Class | | 16,090 | | 2,296 | |
| | 53,554 | | 15,830 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 6,220 | | 7,585 | |
Service Class | | 852 | | 513 | |
| | 7,072 | | 8,098 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (52,161 | ) | (37,665 | ) |
Service Class | | (14,173 | ) | (2,125 | ) |
| | (66,334 | ) | (39,790 | ) |
Net decrease in net assets from capital shares transactions | | (5,708 | ) | (15,862 | ) |
Net decrease in net assets | | (4,984 | ) | (13,510 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 154,248 | | 167,758 | |
End of year | | $ | 149,264 | | $ | 154,248 | |
Undistributed Net Investment Income | | $ | 7,971 | | $ | 7,072 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 3,132 | | 1,153 | |
Service Class | | 1,274 | | 186 | |
| | 4,406 | | 1,339 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 536 | | 666 | |
Service Class | | 69 | | 42 | |
| | 605 | | 708 | |
Shares redeemed: | | | | | |
Initial Class | | (4,431 | ) | (3,214 | ) |
Service Class | | (1,156 | ) | (172 | ) |
| | (5,587 | ) | (3,386 | ) |
Net decrease in shares outstanding: | | | | | |
Initial Class | | (763 | ) | (1,395 | ) |
Service Class | | 187 | | 56 | |
| | (576 | ) | (1,339 | ) |
The notes to the financial statements are an integral part of this report.
11
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 11.81 | | $ | 11.66 | | $ | 11.83 | | $ | 12.23 | | $ | 12.61 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.58 | | 0.52 | | 0.53 | | 0.54 | | 0.56 | |
Net realized and unrealized gain (loss) | | 0.06 | | 0.26 | | (0.07 | ) | (0.26 | ) | (0.01 | ) |
Total operations | | 0.64 | | 0.78 | | 0.46 | | 0.28 | | 0.55 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.50 | ) | (0.63 | ) | (0.63 | ) | (0.66 | ) | (0.88 | ) |
From net realized gains | | — | | — | | — | | (0.02 | ) | (0.05 | ) |
Total distributions | | (0.50 | ) | (0.63 | ) | (0.63 | ) | (0.68 | ) | (0.93 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 11.95 | | $ | 11.81 | | $ | 11.66 | | $ | 11.83 | | $ | 12.23 | |
Total Return(b) | | 5.58 | % | 6.85 | % | 3.92 | % | 2.30 | % | 4.53 | % |
Net Assets End of Year (000’s) | | $ | 135,307 | | $ | 142,788 | | $ | 157,167 | | $ | 185,820 | | $ | 218,258 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.55 | % | 0.58 | % | 0.57 | % | 0.59 | % | 0.56 | % |
Net investment income, to average net assets | | 4.88 | % | 4.46 | % | 4.54 | % | 4.42 | % | 4.52 | % |
Portfolio turnover rate | | 28 | % | 4 | % | 5 | % | 6 | % | 12 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 12.43 | | $ | 12.24 | | $ | 12.41 | | $ | 12.81 | | $ | 13.16 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.58 | | 0.52 | | 0.53 | | 0.53 | | 0.55 | |
Net realized and unrealized gain (loss) | | 0.06 | | 0.27 | | (0.09 | ) | (0.27 | ) | — | |
Total operations | | 0.64 | | 0.79 | | 0.44 | | 0.26 | | 0.55 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.49 | ) | (0.60 | ) | (0.61 | ) | (0.64 | ) | (0.85 | ) |
From net realized gains | | — | | — | | — | | (0.02 | ) | (0.05 | ) |
Total distributions | | (0.49 | ) | (0.60 | ) | (0.61 | ) | (0.66 | ) | (0.90 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 12.58 | | $ | 12.43 | | $ | 12.24 | | $ | 12.41 | | $ | 12.81 | |
Total Return(b) | | 5.25 | % | 6.61 | % | 3.63 | % | 2.07 | % | 4.31 | % |
Net Assets End of Year (000’s) | | $ | 13,957 | | $ | 11,460 | | $ | 10,591 | | $ | 8,293 | | $ | 5,471 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.80 | % | 0.83 | % | 0.82 | % | 0.84 | % | 0.81 | % |
Net investment income, to average net assets | | 4.65 | % | 4.21 | % | 4.29 | % | 4.16 | % | 4.21 | % |
Portfolio turnover rate | | 28 | % | 4 | % | 5 | % | 6 | % | 12 | % |
(a) | Calculation is based on average number of shares outstanding. |
| |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
12
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, JPMorgan Core Bond also changed its name to Transamerica JPMorgan Core Bond VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
There were no recaptured commissions during the year ended December 31, 2008.
13
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $750 million | | 0.45 | % |
Over $750 million up to $1 billion | | 0.40 | % |
Over $1 billion | | 0.375 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.70% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor. Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
14
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $6 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled less than $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 42,964 | |
U.S. Government | | 2,117 | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 38,514 | |
U.S. Government | | 9,930 | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
The capital loss carryforward utilized during the year ended December 31, 2008 was $168.
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 8,098 | |
Long-term Capital Gain | | — | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 7,072 | |
Long-term Capital Gain | | — | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 8,236 | |
Undistributed Long-term Capital Gain | | $ | 1,043 | |
Capital Loss Carryforward | | $ | — | |
Post October Capital Loss Deferral | | $ | — | |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | 1,158 | |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
15
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica JPMorgan Core Bond VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica JPMorgan Core Bond VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
16
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made no Long-Term Capital Gain Designation for the year ended December 31, 2008.
17
Transamerica JPMorgan Enhanced Index VP
(unaudited)
MARKET ENVIRONMENT
In retrospect, 2008 likely will be remembered as one of the worst years for U.S. equity markets, with the Standard and Poor’s 500 Composite Stock Index (“S&P 500”) down 37.00% and small caps, as represented by the Russell 2000® Index, down by approximately 34%. Much has been written about the crisis of confidence that unfolded during the year, as massive deleveraging occurred, asset write-downs escalated and the creditworthiness of banks and other financial institutions was seriously called into question. Not surprisingly, stocks within the financial sector bore the brunt of the market’s collapse, down a staggering 55% in 2008. However, in the second half, the crisis spread to the broader market. Energy and materials stocks, trading at record levels just weeks before, were aggressively sold off early in the third quarter in anticipation of a sharp decrease in demand. Likewise, sectors that held up relatively well due to their exposure to stronger non-U.S. economies began to feel the pain. Technology stocks, once heralded for their exposure to Europe and Asia, dropped as investors began to fear a more global and severe economic slowdown. What began as a financial led downturn evolved into a far reaching bear market.
This deterioration in equity markets accelerated in the fourth quarter, which proved to be the year’s worst by far, almost entirely driven by October’s rout. That month alone accounted for about half of the year’s decline. October began with a vicious sell-off coupled with an extreme rise in volatility, as the effects of the Lehman Brothers bankruptcy instilled fear in investors. Three of the eight largest one-day moves in the market since 1929 occurred during that one month (although ironically, two of the three moves were to the upside). Once again, the story was the financial sector, down over 37% during the quarter. In response, a barrage of governmental policy announcements and actions by the Federal Reserve Board (“Fed”) set the tone for the rest of the quarter. An array of fiscal spending plans was announced as government sought to counteract further tightening in bank lending standards. The Fed moved into quantitative easing mode, cutting the fed funds rate to practically zero and committing to purchase private sector assets. Stocks continued to shed ground well into November; however, December finished with a flourish as one of the year’s better months, with the S&P 500 ending the year up nearly 17% from its November 20 low.
PERFORMANCE
For the year ended December 31, 2008, Transamerica JPMorgan Enhanced Index VP Initial Class returned (37.35)%. By comparison its benchmark, S&P 500, returned (37.00)%.
STRATEGY REVIEW
Stock selection in the semiconductor, energy and systems/network hardware sectors contributed to performance, while stock selection in the capital markets, utility and health services/systems sectors detracted from results.
Within the semiconductors sector, an overweight in programmable logic leader Xilinx, Inc. contributed to performance during the year. The company’s shares rallied early after soundly beating earnings expectations due to strong sales of new products and solid operating margins. We believe Xilinx should see modest revenue growth and continued margin improvement. Specialty chemical company Rohm & Haas Co. was also among the top contributors to performance after it agreed this past summer to be acquired by Dow Chemical Co. for a large premium. More recently, the pending acquisition was called into question following the collapse of Dow’s merger with state-owned Kuwait Petroleum Corp. An underweight in American International Group, Inc. aided performance as shares plummeted after the U.S. government’s rescue of the insurance giant rattled investors. The company struggled for some time before the bailout on credit-related write-downs, management shakeups and a number of credit downgrades.
Alternatively, an overweight in ProLogis, the world’s largest owner and developer of warehouse and distribution centers, hurt performance during 2008. The company’s shares suffered as the potential impact of a global slowdown in its overseas operations and a slowdown in U.S. industrial sector resulted in multiple downward revisions of its 2008 earnings guidance. While the company combats market uncertainty in the U.S. and liquidity concerns, we continue to have confidence in its capable management team, diversified global footprint and access to capital for both its core operations and funds. In the utility sector, power and gas wholesaler Constellation Energy Group, Inc. detracted from performance, as shares dropped sharply late in the third quarter. Liquidity issues, concerns about the lack of counterparties for its trading business due to the current financial crisis, and the potential for a ratings downgrade weighed heavily on the stock. Constellation agreed to be taken over by Warren Buffett’s MidAmerican Energy, which provided a much needed capital injection. Finally, an overweight in Merck & Co., Inc. hurt performance, as shares of the pharmaceutical firm suffered a steady decline during 2008. The company’s quarterly revenue declined in the last two quarters, and management forecasted lower earnings and flat sales for 2009. Investors continued to be concerned about the potential impact on Vytorin sales following the Simvastatin and Ezetimibe in Aortic Stenosis outcomes trial, which indicated that people taking the drug were more likely to die of cancer. We continue to overweight the stock because of its strong pipeline of products expected to be released in 2009.
Terance Chen, CFA
Raffaele Zingone, CFA
Co-Portfolio Managers
J.P. Morgan Investment Management Inc.
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (37.35 | )% | (2.80 | )% | (2.44 | )% | 2.01 | % | 05/02/1997 | |
S&P 500* | | (37.00 | )% | (2.19 | )% | (1.38 | )% | 2.77 | % | 05/02/1997 | |
Service Class | | (37.52 | )% | (3.06 | )% | N/A | | 0.87 | % | 05/01/2003 | |
NOTES
* The Standard and Poor’s 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 718.32 | | 0.83 | % | $ | 3.59 | |
Hypothetical (b) | | 1,000.00 | | 1,020.96 | | 0.83 | | 4.22 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 717.24 | | 1.08 | | 4.66 | |
Hypothetical (b) | | 1,000.00 | | 1,019.71 | | 1.08 | | 5.48 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (99.2%) | | | | | |
Aerospace & Defense (3.6%) | | | | | |
Boeing Co. | | 12,400 | | $ | 529 | |
Goodrich Corp. | | 11,000 | | 407 | |
Honeywell International, Inc. | | 14,400 | | 473 | |
L-3 Communications Corp. | | 700 | | 52 | |
Northrop Grumman Corp. | | 12,000 | | 540 | |
United Technologies Corp. | | 20,700 | | 1,110 | |
Air Freight & Logistics (0.2%) | | | | | |
CH Robinson Worldwide, Inc. | | 1,400 | | 77 | |
FedEx Corp. | | 300 | | 19 | |
United Parcel Service, Inc. -Class B | | 1,700 | | 94 | |
Auto Components (0.5%) | | | | | |
Johnson Controls, Inc. | | 25,000 | | 454 | |
Beverages (3.6%) | | | | | |
Coca-Cola Co. | | 36,800 | | 1,666 | |
Coca-Cola Enterprises, Inc. | | 17,300 | | 208 | |
Pepsi Bottling Group, Inc. | | 5,900 | | 133 | |
PepsiCo, Inc. | | 20,100 | | 1,101 | |
Biotechnology (2.9%) | | | | | |
Alexion Pharmaceuticals, Inc. ‡ | | 3,000 | | 109 | |
Amgen, Inc. ‡ | | 6,800 | | 393 | |
Celgene Corp. ‡ | | 14,500 | | 801 | |
Gilead Sciences, Inc. ‡ | | 23,200 | | 1,186 | |
Capital Markets (3.1%) | | | | | |
Bank of New York Mellon Corp. | | 19,000 | | 538 | |
Goldman Sachs Group, Inc. | | 9,300 | | 785 | |
Merrill Lynch & Co., Inc. | | 16,000 | | 186 | |
Morgan Stanley | | 37,800 | | 607 | |
State Street Corp. | | 12,200 | | 480 | |
TD Ameritrade Holding Corp. ‡ | | 9,000 | | 128 | |
Chemicals (2.7%) | | | | | |
Air Products & Chemicals, Inc. | | 5,200 | | 261 | |
Dow Chemical Co. | | 31,800 | | 480 | |
E.I. duPont de Nemours & Co. | | 20,600 | | 521 | |
Monsanto Co. | | 5,400 | | 380 | |
PPG Industries, Inc. | | 9,200 | | 390 | |
Praxair, Inc. | | 3,400 | | 202 | |
Rohm & Haas Co. | | 1,400 | | 87 | |
Commercial Banks (3.1%) | | | | | |
BB&T Corp. | | 4,200 | | 116 | |
Comerica, Inc. | | 7,900 | | 157 | |
Fifth Third Bancorp | | 7,400 | | 61 | |
KeyCorp | | 14,600 | | 125 | |
M&T Bank Corp. | | 700 | | 40 | |
National City Corp. | | 10,600 | | 19 | |
TCF Financial Corp. | | 300 | | 4 | |
US Bancorp | | 29,600 | | 740 | |
Wells Fargo & Co. | | 44,300 | | 1,306 | |
Zions Bancorp | | 5,600 | | 137 | |
Commercial Services & Supplies (0.0%) | | | | | |
Waste Management, Inc. | | 1,100 | | 36 | |
Communications Equipment (3.3%) | | | | | |
Cisco Systems, Inc. ‡ | | 78,600 | | 1,281 | |
Corning, Inc. | | 33,100 | | 315 | |
Juniper Networks, Inc. ‡ | | 5,600 | | 98 | |
Qualcomm, Inc. | | 32,000 | | 1,147 | |
Computers & Peripherals (4.4%) | | | | | |
Apple, Inc. ‡ | | 8,800 | | 751 | |
Hewlett-Packard Co. | | 41,500 | | 1,506 | |
IBM Corp. | | 16,000 | | 1,346 | |
Netapp, Inc. ‡ | | 12,000 | | 168 | |
SanDisk Corp. ‡ | | 8,400 | | 81 | |
Construction & Engineering (0.1%) | | | | | |
Fluor Corp. | | 1,000 | | 45 | |
Jacobs Engineering Group, Inc. ‡ | | 400 | | 19 | |
Consumer Finance (0.5%) | | | | | |
American Express Co. | | 5,600 | | 104 | |
Capital One Financial Corp. | | 11,300 | | 360 | |
Diversified Consumer Services (0.3%) | | | | | |
Apollo Group, Inc. -Class A ‡ | | 200 | | 15 | |
ITT Educational Services, Inc. ‡ | | 2,500 | | 238 | |
Diversified Financial Services (2.3%) | | | | | |
Bank of America Corp. | | 63,400 | | 893 | |
CIT Group, Inc. | | 13,200 | | 60 | |
Citigroup, Inc. | | 115,000 | | 771 | |
NYSE Euronext | | 11,200 | | 307 | |
Diversified Telecommunication Services (4.2%) | | | | | |
AT&T, Inc. | | 64,200 | | 1,830 | |
CenturyTel, Inc. | | 1,300 | | 35 | |
Verizon Communications, Inc. | | 53,100 | | 1,800 | |
Electric Utilities (3.6%) | | | | | |
Allegheny Energy, Inc. | | 700 | | 24 | |
American Electric Power Co., Inc. | | 19,800 | | 659 | |
Edison International | | 6,500 | | 209 | |
Exelon Corp. | | 15,700 | | 873 | |
FirstEnergy Corp. | | 9,800 | | 476 | |
FPL Group, Inc. | | 3,800 | | 191 | |
NV Energy, Inc. | | 25,400 | | 251 | |
Pinnacle West Capital Corp. | | 1,800 | | 58 | |
PPL Corp. | | 11,100 | | 341 | |
Electrical Equipment (0.4%) | | | | | |
Cooper Industries, Ltd. -Class A | | 2,200 | | 64 | |
First Solar, Inc. ‡ | | 300 | | 41 | |
Rockwell Automation, Inc. | | 6,600 | | 213 | |
Electronic Equipment & Instruments (0.3%) | | | | | |
Tyco Electronics, Ltd. | | 16,100 | | 261 | |
Energy Equipment & Services (2.2%) | | | | | |
Baker Hughes, Inc. | | 8,700 | | 279 | |
Halliburton Co. | | 29,500 | | 536 | |
Schlumberger, Ltd. | | 15,900 | | 673 | |
Smith International, Inc. | | 17,100 | | 392 | |
Food & Staples Retailing (3.8%) | | | | | |
CVS Caremark Corp. | | 31,000 | | 891 | |
Safeway, Inc. | | 29,400 | | 699 | |
Supervalu, Inc. | | 3,100 | | 45 | |
SYSCO Corp. | | 14,100 | | 323 | |
Wal-Mart Stores, Inc. | | 24,500 | | 1,374 | |
Food Products (1.0%) | | | | | |
General Mills, Inc. | | 4,200 | | 255 | |
Kraft Foods, Inc. -Class A | | 23,700 | | 636 | |
Health Care Equipment & Supplies (1.8%) | | | | | |
Baxter International, Inc. | | 3,000 | | 161 | |
Boston Scientific Corp. ‡ | | 15,300 | | 118 | |
Covidien, Ltd. | | 11,700 | | 424 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
4
| | Shares | | Value | |
Health Care Equipment & Supplies (continued) | | | | | |
CR Bard, Inc. | | 4,100 | | $ | 345 | |
Medtronic, Inc. | | 9,100 | | 286 | |
Zimmer Holdings, Inc. ‡ | | 6,500 | | 263 | |
Health Care Providers & Services (2.0%) | | | | | |
Aetna, Inc. | | 16,100 | | 459 | |
AmerisourceBergen Corp. -Class A | | 600 | | 21 | |
Cardinal Health, Inc. | | 8,100 | | 279 | |
Cigna Corp. | | 6,500 | | 110 | |
Express Scripts, Inc. -Class A ‡ | | 200 | | 11 | |
McKesson Corp. | | 8,700 | | 337 | |
UnitedHealth Group, Inc. | | 200 | | 5 | |
WellPoint, Inc. ‡ | | 12,400 | | 523 | |
Hotels, Restaurants & Leisure (1.8%) | | | | | |
Carnival Corp. | | 8,200 | | 199 | |
Darden Restaurants, Inc. | | 9,300 | | 262 | |
International Game Technology | | 18,500 | | 220 | |
McDonald’s Corp. | | 9,400 | | 585 | |
Royal Caribbean Cruises, Ltd. | | 12,600 | | 173 | |
Starwood Hotels & Resorts Worldwide, Inc. | | 4,000 | | 72 | |
Wyndham Worldwide Corp. | | 2,000 | | 13 | |
Household Durables (0.2%) | | | | | |
Dr Horton, Inc. | | 14,600 | | 103 | |
KB Home | | 5,100 | | 70 | |
Mohawk Industries, Inc. ‡ | | 100 | | 4 | |
Toll Brothers, Inc. ‡ | | 600 | | 13 | |
Household Products (3.3%) | | | | | |
Colgate-Palmolive Co. | | 4,200 | | 288 | |
Kimberly-Clark Corp. | | 4,500 | | 237 | |
Procter & Gamble Co. | | 37,300 | | 2,306 | |
Industrial Conglomerates (2.2%) | | | | | |
3M Co. | | 3,700 | | 213 | |
General Electric Co. | | 94,000 | | 1,523 | |
Textron, Inc. | | 9,400 | | 130 | |
Insurance (2.5%) | | | | | |
Aflac, Inc. | | 5,300 | | 243 | |
Allstate Corp. | | 6,500 | | 213 | |
AON Corp. | | 5,100 | | 233 | |
Arch Capital Group, Ltd. ‡ | | 500 | | 35 | |
Axis Capital Holdings, Ltd. | | 15,300 | | 445 | |
MetLife, Inc. | | 9,700 | | 338 | |
Prudential Financial, Inc. | | 3,000 | | 91 | |
RenaissanceRe Holdings, Ltd. | | 7,800 | | 402 | |
Travelers Cos., Inc. | | 4,600 | | 208 | |
Internet & Catalog Retail (0.4%) | | | | | |
Amazon.com, Inc. ‡ | | 4,600 | | 236 | |
Expedia, Inc. ‡ | | 10,500 | | 86 | |
Internet Software & Services (1.1%) | | | | | |
Google, Inc. -Class A ‡ | | 2,900 | | 892 | |
Yahoo, Inc. ‡ | | 5,700 | | 70 | |
IT Services (0.9%) | | | | | |
Affiliated Computer Services, Inc. -Class A ‡ | | 1,200 | | 55 | |
Fiserv, Inc. ‡ | | 300 | | 11 | |
Genpact, Ltd. ‡ | | 10,400 | | 86 | |
Mastercard, Inc. -Class A | | 1,100 | | 157 | |
Paychex, Inc. | | 17,500 | | 460 | |
Western Union Co. | | 2,600 | | 37 | |
Life Sciences Tools & Services (0.1%) | | | | | |
Thermo Fisher Scientific, Inc. ‡ | | 3,000 | | 102 | |
Machinery (1.9%) | | | | | |
Caterpillar, Inc. | | 9,200 | | 411 | |
Danaher Corp. | | 4,700 | | 266 | |
Deere & Co. | | 1,900 | | 73 | |
Eaton Corp. | | 2,400 | | 119 | |
Illinois Tool Works, Inc. | | 900 | | 32 | |
Ingersoll-Rand Co., Ltd. -Class A | | 9,700 | | 168 | |
PACCAR, Inc. | | 18,200 | | 521 | |
Parker Hannifin Corp. | | 800 | | 34 | |
Media (2.2%) | | | | | |
News Corp. -Class A | | 33,600 | | 305 | |
Time Warner, Inc. | | 74,900 | | 754 | |
Walt Disney Co. | | 36,800 | | 835 | |
Metals & Mining (0.4%) | | | | | |
Alcoa, Inc. | | 200 | | 2 | |
Freeport-McMoRan Copper & Gold, Inc. | | 7,500 | | 183 | |
U.S. Steel Corp. | | 3,800 | | 142 | |
Multiline Retail (0.4%) | | | | | |
Family Dollar Stores, Inc. | | 7,200 | | 188 | |
Kohl’s Corp. ‡ | | 2,600 | | 94 | |
Target Corp. | | 1,900 | | 65 | |
Multi-Utilities (0.7%) | | | | | |
CMS Energy Corp. | | 44,800 | | 453 | |
Public Service Enterprise Group, Inc. | | 5,000 | | 146 | |
Office Electronics (0.0%) | | | | | |
Seagate Technology, Inc. ‡ | | 8,700 | | ¨ | |
Oil, Gas & Consumable Fuels (11.0%) | | | | | |
Apache Corp. | | 1,800 | | 134 | |
Chevron Corp. | | 19,400 | | 1,435 | |
ConocoPhillips | | 14,900 | | 772 | |
Denbury Resources, Inc. ‡ | | 100 | | 1 | |
Devon Energy Corp. | | 8,600 | | 565 | |
Exxon Mobil Corp. | | 63,400 | | 5,061 | |
Hess Corp. | | 6,000 | | 322 | |
Marathon Oil Corp. | | 14,700 | | 402 | |
Occidental Petroleum Corp. | | 13,000 | | 780 | |
Range Resources Corp. | | 500 | | 17 | |
Valero Energy Corp. | | 3,600 | | 78 | |
Personal Products (0.4%) | | | | | |
Avon Products, Inc. | | 7,600 | | 183 | |
Estee Lauder Cos., Inc. -Class A | | 6,600 | | 204 | |
Pharmaceuticals (7.8%) | | | | | |
Abbott Laboratories | | 33,100 | | 1,767 | |
Bristol-Myers Squibb Co. | | 33,400 | | 777 | |
Eli Lilly & Co. | | 4,700 | | 189 | |
Johnson & Johnson | | 16,100 | | 963 | |
Merck & Co., Inc. | | 50,700 | | 1,541 | |
Pfizer, Inc. | | 38,000 | | 673 | |
Schering-Plough Corp. | | 33,300 | | 567 | |
Wyeth | | 8,600 | | 323 | |
Real Estate Investment Trusts (0.9%) | | | | | |
Camden Property Trust | | 2,900 | | 91 | |
Digital Realty Trust, Inc. | | 2,700 | | 89 | |
Kimco Realty Corp. | | 2,000 | | 37 | |
ProLogis | | 7,300 | | 101 | |
Senior Housing Properties Trust | | 4,200 | | 75 | |
Simon Property Group, Inc. | | 2,000 | | 106 | |
Ventas, Inc. | | 9,100 | | 306 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
5
| | Shares | | Value | |
Road & Rail (1.9%) | | | | | |
CSX Corp. | | 18,500 | | $ | 600 | |
Norfolk Southern Corp. | | 18,300 | | 861 | |
Union Pacific Corp. | | 3,300 | | 158 | |
Semiconductors & Semiconductor Equipment (1.5%) | | | | | |
Broadcom Corp. -Class A ‡ | | 9,000 | | 153 | |
Intel Corp. | | 800 | | 12 | |
KLA-Tencor Corp. | | 10,900 | | 237 | |
LAM Research Corp. ‡ | | 8,500 | | 181 | |
Marvell Technology Group, Ltd. ‡ | | 18,600 | | 124 | |
Xilinx, Inc. | | 33,100 | | 590 | |
Software (3.4%) | | | | | |
Adobe Systems, Inc. ‡ | | 11,500 | | 245 | |
Macrovision Solutions Corp. ‡ | | 94 | | 1 | |
Microsoft Corp. | | 111,700 | | 2,171 | |
Oracle Corp. ‡ | | 26,600 | | 472 | |
Symantec Corp. ‡ | | 1,000 | | 14 | |
Specialty Retail (1.4%) | | | | | |
Abercrombie & Fitch Co. -Class A | | 500 | | 12 | |
Advance Auto Parts, Inc. | | 8,800 | | 296 | |
Home Depot, Inc. | | 11,000 | | 253 | |
Lowe’s Cos., Inc. | | 10,200 | | 219 | |
Staples, Inc. | | 17,700 | | 317 | |
Urban Outfitters, Inc. ‡ | | 6,000 | | 90 | |
Textiles, Apparel & Luxury Goods (1.1%) | | | | | |
Coach, Inc. ‡ | | 4,100 | | 85 | |
Nike, Inc. -Class B | | 5,900 | | 301 | |
Polo Ralph Lauren Corp. -Class A | | 2,300 | | 104 | |
V.F. Corp. | | 7,900 | | 433 | |
Thrifts & Mortgage Finance (0.2%) | | | | | |
New York Community Bancorp, Inc. | | 14,500 | | | 173 | |
Tobacco (1.0%) | | | | | |
Altria Group, Inc. | | 47,800 | | 720 | |
Philip Morris International, Inc. | | 2,600 | | 113 | |
Trading Companies & Distributors (0.1%) | | | | | |
Fastenal Co. | | 600 | | 21 | |
GATX Corp. | | 1,700 | | 53 | |
Wireless Telecommunication Services (0.5%) | | | | | |
Crown Castle International Corp. ‡ | | 11,700 | | 206 | |
SBA Communications Corp. -Class A ‡ | | 4,600 | | 75 | |
Sprint Nextel Corp. ‡ | | 59,800 | | 109 | |
Total Common Stocks (cost $112,466) | | | | 85,974 | |
| | Principal | | | |
U.S. GOVERNMENT OBLIGATION (0.2%) | | | | | |
U.S. Treasury Note | | | | | |
4.88% due 06/30/2009 ¥ | | $ | 175 | | | 179 | |
Total U.S. Government Obligation (cost $178) | | | | 179 | |
| | | | | |
REPURCHASE AGREEMENT (0.6%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $543 on 01/02/2009 à · | | 543 | | 543 | |
Total Repurchase Agreement (cost $543) | | | | 543 | |
| | | | | |
Total Investment Securities (cost $113,187) # | | | | $ | 86,696 | |
| | | | | | | |
FUTURES CONTRACTS:
Description | | Contracts G | | Expiration Date | | Net Unrealized Appreciation | |
S&P 500 Future Index | | 3 | | 03/19/2009 | | | $ | 7 | |
| | | | | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
‡ | | Non-income producing security. |
¨ | | Value is less than $1. |
· | | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 01/29/2009, and with a market value plus accrued interest of $555. |
à | | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
¥ | | All or a portion of this security is segregated with the custodian to cover margin requirements for open futures contracts. The value of all securities segregated at 12/31/2008 is $179. |
G | | Contract amounts are not in thousands. |
# | | Aggregate cost for federal income tax purposes is $117,446. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $1,722 and $32,472, respectively. Net unrealized depreciation for tax purposes is $30,750. |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | | Other Financial Instruments* | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | | Level 1 | | Level 2 | | Level 3 | |
$ | 85,974 | | $ | 722 | | $ | — | | $ | 86,696 | | $ | — | | $ | 7 | | $ | — | |
| | | | | | | | | | | | | | | | | | | | |
*Other financial instruments are derivative instruments such as futures, forwards, and swap contracts, which are valued at the unrealized appreciation (depreciation) on the instrument.
The notes to the financial statements are an integral part of this report.
6
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $113,187) | | $ | 86,696 | |
Receivables: | | | |
Investment securities sold | | 113 | |
Shares sold | | 14 | |
Interest | | 4 | |
Dividends | | 222 | |
Variation margin | | 9 | |
| | 87,058 | |
Liabilities: | | | |
Investment securities purchased | | 173 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 136 | |
Management and advisory fees | | 57 | |
Distribution and service fees | | 1 | |
Administration fees | | 1 | |
Other | | 31 | |
| | 399 | |
Net Assets | | $ | 86,659 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 106 | |
Additional paid-in capital | | 129,298 | |
Undistributed net investment income | | 2,017 | |
Accumulated net realized loss from investment securities and futures | | (18,278 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (26,491 | ) |
Futures contracts | | 7 | |
Net Assets | | $ | 86,659 | |
Net Assets by Class: | | | |
Initial Class | | $ | 83,543 | |
Service Class | | 3,116 | |
Shares Outstanding: | | | |
Initial Class | | 10,248 | |
Service Class | | 381 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 8.15 | |
Service Class | | 8.17 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends | | $ | 2,999 | |
Interest | | 13 | |
Income from loaned securities-net | | 68 | |
| | 3,080 | |
Expenses: | | | |
Management and advisory fees | | 946 | |
Printing and shareholder reports | | 10 | |
Custody fees | | 37 | |
Administration fees | | 26 | |
Legal fees | | 5 | |
Audit fees | | 18 | |
Trustees fees | | 4 | |
Transfer agent fees | | 2 | |
Distribution and service fees: | | | |
Service Class | | 13 | |
Other | | 3 | |
Total expenses | | 1,064 | |
| | | |
Net Investment Income | | 2,016 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (16,483 | ) |
Futures contracts | | (602 | ) |
| | (17,085 | ) |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (41,589 | ) |
Futures contracts | | (5 | ) |
| | (41,594 | ) |
Net Realized and Unrealized Loss | | (58,679 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (56,663 | ) |
The notes to the financial statements are an integral part of this report.
7
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended
(all amounts except share amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 2,016 | | $ | 2,161 | |
Net realized gain (loss) from investment securities and futures contracts | | (17,085 | ) | 24,398 | |
Change in net unrealized depreciation on investment securities and futures contracts | | (41,594 | ) | (17,219 | ) |
Net increase (decrease) in net assets resulting from operations | | (56,663 | ) | 9,340 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (2,007 | ) | (2,118 | ) |
Service Class | | (74 | ) | (72 | ) |
| | (2,081 | ) | (2,190 | ) |
From net realized gains: | | | | | |
Initial Class | | (23,480 | ) | (4,690 | ) |
Service Class | | (1,084 | ) | (194 | ) |
| | (24,564 | ) | (4,884 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 10,923 | | 10,556 | |
Service Class | | 1,461 | | 5,048 | |
| | 12,384 | | 15,604 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 25,487 | | 6,809 | |
Service Class | | 1,158 | | 265 | |
| | 26,645 | | 7,074 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (37,831 | ) | (48,210 | ) |
Service Class | | (3,043 | ) | (5,095 | ) |
| | (40,874 | ) | (53,305 | ) |
Net decrease in net assets from capital shares transactions | | (1,845 | ) | (30,627 | ) |
Net decrease in net assets | | (85,153 | ) | (28,361 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 171,812 | | 200,173 | |
End of year | | $ | 86,659 | | $ | 171,812 | |
Undistributed Net Investment Income | | $ | 2,017 | | $ | 2,084 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 1,007 | | 617 | |
Service Class | | 106 | | 292 | |
| | 1,113 | | 909 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 2,240 | | 414 | |
Service Class | | 101 | | 16 | |
| | 2,341 | | 430 | |
Shares redeemed: | | | | | |
Initial Class | | (3,024 | ) | (2,832 | ) |
Service Class | | (255 | ) | (297 | ) |
| | (3,279 | ) | (3,129 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | 223 | | (1,801 | ) |
Service Class | | (48 | ) | 11 | |
| | 175 | | (1,790 | ) |
The notes to the financial statements are an integral part of this report.
8
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 16.43 | | $ | 16.35 | | $ | 14.34 | | $ | 14.04 | | $ | 12.75 | |
Investment Operations | | | | | | | | | | | |
Net investment income (a) | | 0.20 | | 0.19 | | 0.17 | | 0.13 | | 0.15 | |
Net realized and unrealized gain (loss) | | (5.49 | ) | 0.56 | | 2.01 | | 0.35 | | 1.24 | |
Total operations | | (5.29 | ) | 0.75 | | 2.18 | | 0.48 | | 1.39 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.23 | ) | (0.21 | ) | (0.17 | ) | (0.18 | ) | (0.10 | ) |
From net realized gains | | (2.76 | ) | (0.46 | ) | — | | — | | — | |
Total distributions | | (2.99 | ) | (0.67 | ) | (0.17 | ) | (0.18 | ) | (0.10 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.15 | | $ | 16.43 | | $ | 16.35 | | $ | 14.34 | | $ | 14.04 | |
Total Return(b) | | (37.35 | )% | 4.54 | % | 15.31 | % | 3.46 | % | 11.02 | % |
Net Assets End of Year (000’s) | | $ | 83,543 | | $ | 164,761 | | $ | 193,322 | | $ | 200,857 | | $ | 231,055 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.82 | % | 0.81 | % | 0.81 | % | 0.83 | % | 0.80 | % |
Net investment income, to average net assets | | 1.59 | % | 1.13 | % | 1.16 | % | 0.95 | % | 1.18 | % |
Portfolio turnover rate | | 74 | % | 55 | % | 55 | % | 42 | % | 48 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 16.45 | | $ | 16.37 | | $ | 14.36 | | $ | 14.08 | | $ | 12.79 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.17 | | 0.15 | | 0.14 | | 0.10 | | 0.17 | |
Net realized and unrealized gain (loss) | | (5.50 | ) | 0.56 | | 2.00 | | 0.35 | | 1.19 | |
Total operations | | (5.33 | ) | 0.71 | | 2.14 | | 0.45 | | 1.36 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.19 | ) | (0.17 | ) | (0.13 | ) | (0.17 | ) | (0.07 | ) |
From net realized gains | | (2.76 | ) | (0.46 | ) | — | | — | | — | |
Total distributions | | (2.95 | ) | (0.63 | ) | (0.13 | ) | (0.17 | ) | (0.07 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.17 | | $ | 16.45 | | $ | 16.37 | | $ | 14.36 | | $ | 14.08 | |
Total Return(b) | | (37.52 | )% | 4.30 | % | 14.96 | % | 3.20 | % | 10.71 | % |
Net Assets End of Year (000’s) | | $ | 3,116 | | $ | 7,051 | | $ | 6,851 | | $ | 7,462 | | $ | 6,339 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.07 | % | 1.06 | % | 1.06 | % | 1.08 | % | 1.06 | % |
Net investment income, to average net assets | | 1.32 | % | 0.88 | % | 0.91 | % | 0.71 | % | 1.33 | % |
Portfolio turnover rate | | 74 | % | 55 | % | 55 | % | 42 | % | 48 | % |
(a) | Calculation is based on average number of shares outstanding. |
| |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
9
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, JPMorgan Enhanced Index also changed its name to Transamerica JPMorgan Enhanced Index VP (“the Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $15 are included in net realized loss in the Statement of Operations.
Futures contracts: The Fund may enter into futures contracts to manage exposure to market, interest rate or currency fluctuations. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. The primary risks associated with futures contracts are imperfect correlation between the change in market value of the securities held and the prices of futures contracts; the possibility of an illiquid market and inability of the counterparty to meet the contract terms.
The underlying face amounts of open futures contracts at December 31, 2008 are listed in the Schedule of Investments. The variation margin receivable or payable, as applicable, is included in the Statement of Assets and Liabilities. Variation margin represents the additional payment due or excess deposits made in order to maintain the equity account at the required margin level. In connection with these contracts, securities or cash may be held as collateral on deposit with broker counter parties in accordance with the terms of the respective futures contracts.
Real Estate Investment Trusts (“REITs”): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates.
Dividend income is recorded at management’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year end and may differ from the estimated amounts.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fees: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $750 million | | 0.74 | % |
Over $750 million up to $1 billion | | 0.69 | % |
Over $1 billion | | 0.65 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.84% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $4 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled less than $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 95,930 | |
U.S. Government | | 87 | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 122,393 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
12
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. (continued)
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | (2 | ) |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | 2 | |
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
| | | | |
$ | 6,503 | | December 31, 2016 | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 3,067 | |
Long-term Capital Gain | | 4,007 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 7,201 | |
Long-term Capital Gain | | 19,444 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 2,014 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (6,503 | ) |
Post October Capital Loss Deferral | | $ | (7,513 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (30,743 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
13
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica JPMorgan Enhanced Index VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica JPMorgan Enhanced Index VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
14
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $19,444 for the year ended December 31, 2008.
15
Transamerica JPMorgan Mid Cap Value VP
(unaudited)
MARKET ENVIRONMENT
In retrospect, the bear market of 2008 was largely driven by the economic and technical consequences of unwinding the financial leverage accumulated in the previous interest-rate-friendly economic expansion. Consumers took on excessive leverage to buy homes, investors borrowed to magnify low-return spreads and the banking system lowered its capital ratios to fund and participate in these activities. Low interest rates were critical to maintaining this fragile capital structure and accelerating inflation proved to be the catalyst for the subsequent dismantling.
The fourth quarter was by far the worst for the U.S. equity markets in 2008, but it was almost totally driven by October’s rout, with that month alone accounting for nearly half of the year’s equity market decline. However, while markets continued to shed ground in November, December finished with a flourish as one of the year’s better months.
PERFORMANCE
For the year ended December 31, 2008, Transamerica JPMorgan Mid Cap Value VP Initial Class returned (32.88)%. By comparison its benchmark, the Russell Midcap® Value Index, returned (38.44)%.
STRATEGY REVIEW
Stock selection in the consumer discretionary and financial sectors contributed to returns, while stock selection in healthcare and energy detracted from results.
A top contributor to performance was Public Storage, Inc., a real estate investment trust (“REIT”) that acquires, develops, owns and operates self-storage facilities in the U.S. and Europe. The company reported better-than-expected rental revenue, combined with an unexpected decline in operating expenses and continued currency gains, which resulted in double-digit growth in net operating income year over year. The company also benefited from increased demand for storage space due to the unfortunate increase in foreclosure activity. Public Storage continued to generate strong cash flow, allowing management to pursue strategic options designed to enhance shareholder value.
AutoZone, Inc., the largest U.S. auto parts retail chain, also was a top contributor to performance, as the company’s earnings remained resilient throughout the year, despite a steep downturn in U.S. auto sales. The company reported consecutive quarters of better-than-expected earnings aided by improved profit margins and sales to the commercial sector. In addition, the company also expanded the number of its stores during the year to capitalize on increasing demand for replacement parts as car owners tried to extend the life of existing cars in this uncertain economic environment.
Alternatively, Coventry Health Care, Inc., the sixth-largest U.S. health insurer by market value, detracted from results throughout the year following profit warnings and a dampened 2008 outlook from major competitors. These announcements sparked a broad sell-off in the managed healthcare sector and fears of a downturn in business fundamentals for the industry. The company later reduced its 2008 outlook, prompted by higher medical cost trends in its Medicare and commercial risk businesses as well as lower revenue growth expectations. While we believe that the company can pass through a large portion of its higher costs to members, we believe the environment will remain challenged.
Shares of Williams Cos., Inc. a natural gas producer and pipeline company, declined partly in sympathy with the sector due to the sharp drop in energy prices. Further impacting the stock was weaker-than-expected midstream results from disruptions caused by Gulf Coast storms. We believe that the company remains attractive, as the pipeline business provides reliable cash flows while the exploration and production segments continue to increase its reserve base. During the latest earnings release, the company announced that it is exploring options designed to enhanced shareholder value, which has helped to reduce the stock’s volatility.
Jonathan K.L. Simon
Lawrence Playford, CFA
Gloria Fu, CFA
Co- Portfolio Managers
J.P. Morgan Investment Management Inc.
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
| | | | | | | | | |
Initial Class | | (32.88 | )% | 0.24 | % | 3.15 | % | 05/03/1999 | |
Russell Midcap Value * | | (38.44 | )% | 0.33 | % | 3.97 | % | 05/03/1999 | |
Service Class | | (33.08 | )% | (0.02 | )% | 4.22 | % | 05/01/2003 | |
NOTES
* The Russell Midcapâ Value Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
This Fund was closed to new investors and new share purchases effective close of business December 9, 2005.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 737.02 | | 0.89 | % | $ | 3.89 | |
Hypothetical (b) | | 1,000.00 | | 1,020.66 | | 0.89 | | 4.52 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 735.58 | | 1.14 | | 4.97 | |
Hypothetical (b) | | 1,000.00 | | 1,019.41 | | 1.14 | | 5.79 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (95.6%) | | | | | |
Aerospace & Defense (2.6%) | | | | | |
Alliant Techsystems, Inc. ‡ ^ | | 37,700 | | $ | 3,233 | |
Precision Castparts Corp. | | 27,660 | | 1,645 | |
Auto Components (0.5%) | | | | | |
Wabco Holdings, Inc. | | 65,400 | | 1,033 | |
Beverages (0.5%) | | | | | |
Brown-Forman Corp. -Class B ^ | | 17,974 | | 925 | |
Building Products (0.6%) | | | | | |
Owens Corning, Inc. ‡ | | 67,900 | | 1,175 | |
Capital Markets (1.5%) | | | | | |
Affiliated Managers Group, Inc. ‡ ^ | | 11,850 | | 497 | |
Northern Trust Corp. ^ | | 13,500 | | 704 | |
T. Rowe Price Group, Inc. ^ | | 44,500 | | 1,577 | |
Chemicals (3.8%) | | | | | |
Air Products & Chemicals, Inc. | | 16,000 | | 804 | |
Albemarle Corp. | | 127,300 | | 2,839 | |
PPG Industries, Inc. | | 49,500 | | 2,100 | |
Sigma-Aldrich Corp. ^ | | 36,900 | | 1,559 | |
Commercial Banks (4.6%) | | | | | |
Cullen/Frost Bankers, Inc. | | 52,800 | | 2,676 | |
M&T Bank Corp. ^ | | 52,200 | | 2,997 | |
Synovus Financial Corp. ^ | | 193,900 | | 1,609 | |
Wilmington Trust Corp. ^ | | 67,000 | | 1,490 | |
Commercial Services & Supplies (1.8%) | | | | | |
Republic Services, Inc. -Class A | | 139,050 | | 3,447 | |
Computers & Peripherals (0.5%) | | | | | |
NCR Corp. ‡ | | 63,800 | | 902 | |
Construction Materials (0.4%) | | | | | |
Vulcan Materials Co. ^ | | 10,700 | | 744 | |
Containers & Packaging (1.8%) | | | | | |
Ball Corp. | | 84,200 | | 3,502 | |
Distributors (1.8%) | | | | | |
Genuine Parts Co. | | 90,900 | | 3,441 | |
Diversified Consumer Services (0.4%) | | | | | |
H&R Block, Inc. | | 30,100 | | 684 | |
Diversified Telecommunication Services (1.1%) | | | | | |
CenturyTel, Inc. ^ | | 46,900 | | 1,282 | |
Windstream Corp. | | 85,160 | | 783 | |
Electric Utilities (4.8%) | | | | | |
American Electric Power Co., Inc. ^ | | 143,200 | | 4,766 | |
FirstEnergy Corp. | | 34,200 | | 1,661 | |
Westar Energy, Inc. ^ | | 131,700 | | 2,701 | |
Electronic Equipment & Instruments (3.3%) | | | | | |
Amphenol Corp. -Class A | | 79,600 | | 1,909 | |
Arrow Electronics, Inc. ‡ | | 129,000 | | 2,430 | |
Tyco Electronics, Ltd. | | 124,200 | | 2,013 | |
Energy Equipment & Services (0.4%) | | | | | |
Helix Energy Solutions Group, Inc. ‡ ^ | | 101,600 | | 736 | |
Food & Staples Retailing (2.5%) | | | | | |
Safeway, Inc. ^ | | 182,500 | | 4,338 | |
Supervalu, Inc. | | 31,700 | | 463 | |
Food Products (0.9%) | | | | | |
JM Smucker Co. ^ | | 40,400 | | 1,752 | |
Gas Utilities (4.3%) | | | | | |
Energen Corp. ^ | | 115,500 | | 3,388 | |
Equitable Resources, Inc. | | 60,500 | | 2,030 | |
Oneok, Inc. | | 45,400 | | 1,322 | |
Questar Corp. ^ | | 47,000 | | 1,536 | |
Health Care Equipment & Supplies (1.2%) | | | | | |
Becton Dickinson & Co. | | 34,000 | | 2,325 | |
Health Care Providers & Services (3.1%) | | | | | |
Community Health Systems, Inc. ‡ ^ | | 44,300 | | 646 | |
Coventry Health Care, Inc. ‡ | | 95,850 | | 1,426 | |
Lincare Holdings, Inc. ‡ ^ | | 86,800 | | 2,338 | |
VCA Antech, Inc. ‡ ^ | | 73,300 | | 1,457 | |
Hotels, Restaurants & Leisure (2.4%) | | | | | |
Burger King Holdings, Inc. ^ | | 85,300 | | 2,037 | |
Marriott International, Inc. -Class A ^ | | 130,500 | | 2,538 | |
Household Durables (2.1%) | | | | | |
Fortune Brands, Inc. ^ | | 84,400 | | 3,484 | |
Jarden Corp. ‡ ^ | | 44,000 | | 506 | |
Household Products (0.9%) | | | | | |
Clorox Co. | | 31,000 | | 1,722 | |
Industrial Conglomerates (1.1%) | | | | | |
Carlisle Cos., Inc. | | 99,600 | | 2,062 | |
Insurance (12.1%) | | | | | |
Assurant, Inc. | | 128,350 | | 3,851 | |
Cincinnati Financial Corp. ^ | | 134,225 | | 3,902 | |
Everest RE Group, Ltd. ^ | | 37,800 | | 2,878 | |
Old Republic International Corp. ^ | | 431,525 | | 5,144 | |
OneBeacon Insurance Group, Ltd. -Class A ^ § | | 178,747 | | 1,866 | |
Principal Financial Group, Inc. ^ | | 105,500 | | 2,381 | |
W.R. Berkley Corp. ^ | | 95,200 | | 2,951 | |
IT Services (1.0%) | | | | | |
Total System Services, Inc. | | 65,382 | | 915 | |
Western Union Co. | | 63,600 | | 912 | |
Machinery (1.2%) | | | | | |
Dover Corp. | | 58,500 | | 1,926 | |
Oshkosh Corp. ^ | | 38,700 | | 344 | |
Media (3.4%) | | | | | |
Cablevision Systems Corp. -Class A | | 96,000 | | 1,617 | |
Clear Channel Outdoor Holdings, Inc. -Class A ‡ ^ | | 157,884 | | 971 | |
Lamar Advertising Co. -Class A ‡ ^ | | 23,500 | | 295 | |
Omnicom Group, Inc. | | 34,900 | | 939 | |
Scripps Networks Interactive, Inc. -Class A ^ | | 26,400 | | 581 | |
Washington Post Co. -Class B ^ | | 5,555 | | 2,168 | |
Metals & Mining (0.2%) | | | | | |
Century Aluminum Co. ‡ ^ | | 36,600 | | 366 | |
Multi-Utilities (4.9%) | | | | | |
CMS Energy Corp. ^ | | 276,600 | | 2,796 | |
PG&E Corp. ^ | | 88,550 | | 3,428 | |
Xcel Energy, Inc. | | 169,800 | | 3,150 | |
Oil, Gas & Consumable Fuels (5.1%) | | | | | |
CVR Energy, Inc. ‡ ^ | | 135,900 | | 544 | |
Devon Energy Corp. ^ | | 35,700 | | 2,346 | |
Kinder Morgan Management LLC ‡ ^ | | 52,657 | | 2,105 | |
Teekay Corp. ^ | | 108,300 | | 2,128 | |
Williams Cos., Inc. | | 178,800 | | 2,589 | |
Pharmaceuticals (0.2%) | | | | | |
Warner Chilcott, Ltd. -Class A ‡ ^ | | 21,800 | | 316 | |
Real Estate Investment Trusts (5.7%) | | | | | |
Kimco Realty Corp. ^ | | 128,300 | | 2,346 | |
Plum Creek Timber Co., Inc. ^ | | 16,100 | | 559 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
4
| | Shares | | Value | |
Real Estate Investment Trusts (continued) | | | | | |
Public Storage, Inc. ^ | | 19,400 | | $ | 1,542 | |
Rayonier, Inc. | | 17,903 | | 561 | |
Regency Centers Corp. ^ | | 49,400 | | 2,307 | |
Ventas, Inc. ^ | | 25,500 | | 856 | |
Vornado Realty Trust ^ | | 44,900 | | 2,710 | |
Real Estate Management & Development (0.8%) | | | | | |
Brookfield Properties Corp. | | 203,175 | | 1,571 | |
Software (1.2%) | | | | | |
Jack Henry & Associates, Inc. | | 119,300 | | 2,316 | |
Specialty Retail (5.2%) | | | | | |
AutoNation, Inc. ‡ ^ | | 127,119 | | 1,256 | |
AutoZone, Inc. ‡ ^ | | 15,550 | | 2,169 | |
Bed Bath & Beyond, Inc. ‡ ^ | | 18,700 | | 475 | |
Sherwin-Williams Co. ^ | | 31,600 | | 1,888 | |
Staples, Inc. ^ | | 89,600 | | 1,606 | |
Tiffany & Co. ^ | | 71,100 | | 1,680 | |
TJX Cos., Inc. | | 38,500 | | 792 | |
Textiles, Apparel & Luxury Goods (1.7%) | | | | | |
Columbia Sportswear Co. ^ | | 21,800 | | 771 | |
V.F. Corp. | | 46,100 | | 2,525 | |
Thrifts & Mortgage Finance (1.2%) | | | | | |
People’s United Financial, Inc. | | 125,100 | | 2,231 | |
Tobacco (0.7%) | | | | | |
Lorillard, Inc. | | 25,200 | | 1,420 | |
Water Utilities (0.5%) | | | | | |
American Water Works Co., Inc. ^ | | 43,300 | | 904 | |
Wireless Telecommunication Services (1.6%) | | | | | |
Telephone & Data Systems, Inc. -Class L ^ | | 111,000 | | 3,119 | |
Total Common Stocks (cost $249,787) | | | | 182,247 | |
| | | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (3.3%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $6,272 on 01/02/2009 à · | | $ | 6,272 | | 6,272 | |
Total Repurchase Agreement (cost $6,272) | | | | 6,272 | |
| | | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (9.2%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 17,439,082 | | 17,439 | |
Total Securities Lending Collateral (cost $17,439) | | | | 17,439 | |
| | | | | |
Total Investment Securities (cost $273,498) # | | | | $ | 205,958 | |
| | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
^ | All or a portion of this security is on loan. The value of all securities on loan is $17,007. |
‡ | Non-income producing security. |
· | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 05/14/2009, and with a market value plus accrued interest of $6,499. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
§ | Illiquid. At 12/31/2008, this security aggregated to $1,866, or 0.98%, of the Fund’s net assets. |
p | Interest rate shown reflects the yield at 12/31/2008. |
# | Aggregate cost for federal income tax purposes is $277,396. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $1,158 and $72,596, respectively. Net unrealized depreciation for tax purposes is $71,438. |
DEFINITION:
LLC | Limited Liability Company |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | | | | | | | |
$ | 199,686 | | $ | 6,272 | | $ | — | | $ | 205,958 | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $273,498) (including securities loaned of $17,007) | | $ | 205,958 | |
Receivables: | | | |
Investment securities sold | | 1,765 | |
Income from loaned securities | | 26 | |
Dividends | | 426 | |
| | 208,175 | |
Liabilities: | | | |
Investment securities purchased | | 98 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 2 | |
Management and advisory fees | | 130 | |
Administration fees | | 3 | |
Payable for collateral for securities on loan | | 17,439 | |
Other | | 36 | |
| | 17,708 | |
Net Assets | | $ | 190,467 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 206 | |
Additional paid-in capital | | 258,177 | |
Undistributed net investment income | | 3,682 | |
Accumulated net realized loss from investment securities | | (4,058 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (67,540 | ) |
Net Assets | | $ | 190,467 | |
Net Assets by Class: | | | |
Initial Class | | $ | 190,306 | |
Service Class | | 161 | |
Shares Outstanding: | | | |
Initial Class | | 20,577 | |
Service Class | | 18 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 9.25 | |
Service Class | | 9.22 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $15) | | $ | 5,502 | |
Interest | | 92 | |
Income from loaned securities-net | | 269 | |
| | 5,863 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 2,107 | |
Printing and shareholder reports | | 18 | |
Custody fees | | 43 | |
Administration fees | | 51 | |
Legal fees | | 11 | |
Audit fees | | 18 | |
Trustees fees | | 8 | |
Transfer agent fees | | 4 | |
Distribution and service fees: | | | |
Service Class | | 1 | |
Other | | 6 | |
Total expenses | | 2,267 | |
| | | |
Net Investment Income | | 3,596 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (3,612 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (94,363 | ) |
Net Realized and Unrealized Loss | | (97,975 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (94,379 | ) |
The notes to the financial statements are an integral part of this report.
6
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 3,596 | | $ | 3,965 | |
Net realized gain (loss) from investment securities | | (3,612 | ) | 28,059 | |
Change in net unrealized depreciation on investment securities | | (94,363 | ) | (21,533 | ) |
Net increase (decrease) in net assets resulting from operations | | (94,379 | ) | 10,491 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (3,454 | ) | (3,541 | ) |
Service Class | | (3 | ) | (3 | ) |
| | (3,457 | ) | (3,544 | ) |
From net realized gains: | | | | | |
Initial Class | | (28,206 | ) | (22,858 | ) |
Service Class | | (35 | ) | (29 | ) |
| | (28,241 | ) | (22,887 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 12,574 | | 2,391 | |
Service Class | | — | | 1 | |
| | 12,574 | | 2,392 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 31,660 | | 26,399 | |
Service Class | | 38 | | 32 | |
| | 31,698 | | 26,431 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (64,862 | ) | (29,503 | ) |
Service Class | | (162 | ) | (98 | ) |
| | (65,024 | ) | (29,601 | ) |
Net decrease in net assets from capital shares transactions | | (20,752 | ) | (778 | ) |
Net decrease in net assets | | (146,829 | ) | (16,718 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 337,296 | | 354,014 | |
End of year | | $ | 190,467 | | $ | 337,296 | |
Undistributed Net Investment Income | | $ | 3,682 | | $ | 3,530 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 1,442 | | 140 | |
Service Class | | 1 | | — | |
| | 1,443 | | 140 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 2,515 | | 1,653 | |
Service Class | | 3 | | 2 | |
| | 2,518 | | 1,655 | |
Shares redeemed: | | | | | |
Initial Class | | (4,715 | ) | (1,751 | ) |
Service Class | | (14 | ) | (5 | ) |
| | (4,729 | ) | (1,756 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | (758 | ) | 42 | |
Service Class | | (10 | ) | (3 | ) |
| | (768 | ) | 39 | |
The notes to the financial statements are an integral part of this report.
7
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 15.79 | | $ | 16.60 | | $ | 15.89 | | $ | 14.81 | | $ | 12.93 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.19 | | 0.19 | | 0.17 | | 0.13 | | 0.08 | |
Net realized and unrealized gain (loss) | | (4.89 | ) | 0.29 | | 2.39 | | 1.22 | | 1.81 | |
Total operations | | (4.70 | ) | 0.48 | | 2.56 | | 1.35 | | 1.89 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.20 | ) | (0.17 | ) | (0.15 | ) | (0.03 | ) | (0.01 | ) |
From net realized gains | | (1.64 | ) | (1.12 | ) | (1.70 | ) | (0.24 | ) | — | |
Total distributions | | (1.84 | ) | (1.29 | ) | (1.85 | ) | (0.27 | ) | (0.01 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 9.25 | | $ | 15.79 | | $ | 16.60 | | $ | 15.89 | | $ | 14.81 | |
Total Return(b) | | (32.88 | )% | 2.83 | % | 17.25 | % | 9.15 | % | 14.58 | % |
Net Assets End of Year (000’s) | | $ | 190,306 | | $ | 336,861 | | $ | 353,498 | | $ | 338,377 | | $ | 295,909 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.88 | % | 0.87 | % | 0.88 | % | 0.89 | %* | 1.00 | %^ |
Net investment income, to average net assets | | 1.40 | % | 1.10 | % | 1.02 | % | 0.82 | % | 0.58 | % |
Portfolio turnover rate | | 43 | % | 45 | % | 40 | % | 68 | % | 109 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 15.73 | | $ | 16.54 | | $ | 15.83 | | $ | 14.77 | | $ | 12.92 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.14 | | 0.15 | | 0.13 | | 0.09 | | 0.04 | |
Net realized and unrealized gain (loss) | | (4.87 | ) | 0.28 | | 2.37 | | 1.22 | | 1.82 | |
Total operations | | (4.73 | ) | 0.43 | | 2.50 | | 1.31 | | 1.86 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.14 | ) | (0.12 | ) | (0.09 | ) | (0.01 | ) | (0.01 | ) |
From net realized gains | | (1.64 | ) | (1.12 | ) | (1.70 | ) | (0.24 | ) | — | |
Total distributions | | (1.78 | ) | (1.24 | ) | (1.79 | ) | (0.25 | ) | (0.01 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 9.22 | | $ | 15.73 | | $ | 16.54 | | $ | 15.83 | | $ | 14.77 | |
Total Return(b) | | (33.08 | )% | 2.53 | % | 16.96 | % | 8.86 | % | 14.36 | % |
Net Assets End of Year (000’s) | | $ | 161 | | $ | 435 | | $ | 516 | | $ | 614 | | $ | 470 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.13 | % | 1.12 | % | 1.13 | % | 1.14 | %* | 1.25 | %^ |
Net investment income, to average net assets | | 1.08 | % | 0.89 | % | 0.77 | % | 0.59 | % | 0.27 | % |
Portfolio turnover rate | | 43 | % | 45 | % | 40 | % | 68 | % | 109 | % |
(a) | Calculation is based on average number of shares outstanding. |
| |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
| |
(*) | Includes recaptured expenses by the investment adviser. The impact of recaptured expense was 0.02% (see Note 2). |
| |
(^) | Includes recaptured expenses by the investment adviser. The impact of recaptured expense was 0.07% (see Note 2). |
The notes to the financial statements are an integral part of this report.
8
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, JPMorgan Mid Cap Value also changed its name to Transamerica JPMorgan Mid Cap Value VP (“the Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay
expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $17 are included in net realized loss in the Statement of Operations.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Real Estate Investment Trusts (“REITs”): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates.
Dividend income is recorded at management’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year end and may differ from the estimated amounts.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products.
AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
Transamerica Asset Allocation-Conservative VP | | $ | 11,795 | | 6.19 | % |
| | | | | |
Transamerica Asset Allocation-Growth VP | | 32,605 | | 17.12 | |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 21,578 | | 11.33 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 97,199 | | 51.03 | |
| | | | | |
Total | | $ | 163,177 | | 85.67 | % |
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $100 million | | 0.85 | % |
Over $100 million | | 0.80 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.00% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $8 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 108,377 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 156,255 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. (continued)
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | 13 | |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | (13 | ) |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 8,048 | |
Long-term Capital Gain | | 18,383 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 3,457 | |
Long-term Capital Gain | | 28,241 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 3,625 | |
Undistributed Long-term Capital Gain | | $ | 6,419 | |
Capital Loss Carryforward | | $ | — | |
Post October Capital Loss Deferral | | $ | (6,579 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (71,381 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica JPMorgan Mid Cap Value VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica JPMorgan Mid Cap Value VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $28,241 for the year ended December 31, 2008.
14
Transamerica Legg Mason Partners All Cap VP
(unaudited)
MARKET ENVIRONMENT
We believe the stock market may have made an important low in November 2008. It is clear that the U.S. economy will be weak in early 2009 but heroic monetary and fiscal stimulus is being applied to it. Interest rates, at the short end, are essentially zero and the message being sent to investors is that risk aversion will generate little beyond safety in terms of return.
We believe the U.S. stock market will be the best market in 2009. In the last few years, funds flows have been away from U.S. stocks and we believe this is a good contrary indicator. If we exclude the financials sector, the corporate sector in the U.S. is stronger than at any time in the last 50 years. We recently ran a screen for all companies whose net cash position (cash-total debt) was at least 10% of their equity values. Our screen generated hundreds of companies meeting the test.
We like companies in drug distribution and infrastructure because they may actually benefit from political trends in 2009 and be less subject to the trajectory of the U.S. economy. Many energy and resource stocks have been beaten down to where they represent compelling value. Deflation may predominate for much of 2009, but the growth in the Federal Reserve Board (“Fed”) balance sheet and the rapid growth in the money supply suggest renewed inflationary problems in the future. We suspect that technology stocks are completing a 9-year consolidation/correction and could be a positive surprise in 2009. In financials we favor companies such as those in asset management that have fewer of the problems facing banks and other segments of the sector.
The 2008 market decline was one of the most severe in history. De-levering by hedge funds caused unusually sharp declines during the last 4-5 months of the year. We believe the economy will only recover slowly but that stocks will discount this well in advance.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Legg Mason Partners All Cap VP Initial Class returned (36.36)%. By comparison its benchmark, the Russell 3000 Index, returned (37.31)%.
STRATEGY REVIEW
For the year ending December 31, 2008, stock selection in financial, health care, and materials sectors contributed to relative performance while stock selection in energy and information technology sectors detracted from relative performance.
Individual stocks that were the greatest contributors to portfolio performance included: Wal-Mart Stores, Inc., Barrick Gold Corp., Chubb Corp., CNA Surety Corp. and VISA Inc. The largest detractors from performance included Bank of America Corp., McDermott International Inc. State Street Corp., Texas Instruments Inc., and Halliburton Co.
John J. Goode
Peter J. Hable
Co-Portfolio Managers
ClearBridge Advisors, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
| | | | | | | | | |
Initial Class | | (36.36 | )% | (2.84 | )% | 2.16 | % | 05/03/1999 | |
Russell 3000 * | | (37.31 | )% | (1.95 | )% | (1.62 | )% | 05/03/1999 | |
Service Class | | (36.54 | )% | (3.08 | )% | 1.76 | % | 05/01/2003 | |
NOTES
* The Russell 3000® Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
Investments in a “non-diversified” portfolio may be subject to specific risks such as susceptibility to single economic, political, or regulatory events, and may be subject to greater loss than investments in a diversified portfolio. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 716.36 | | 0.88 | % | $ | 3.80 | |
Hypothetical (b) | | 1,000.00 | | 1,020.71 | | 0.88 | | 4.47 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 715.30 | | 1.13 | | 4.87 | |
Hypothetical (b) | | 1,000.00 | | 1,019.46 | | 1.13 | | 5.74 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (98.5%) | | | | | |
Aerospace & Defense (5.8%) | | | | | |
Boeing Co. | | 44,110 | | $ | 1,882 | |
Honeywell International, Inc. | | 75,816 | | 2,489 | |
Raytheon Co. | | 82,110 | | 4,191 | |
Air Freight & Logistics (2.3%) | | | | | |
United Parcel Service, Inc. -Class B | | 62,750 | | 3,461 | |
Building Products (0.4%) | | | | | |
Simpson Manufacturing Co., Inc. | | 23,790 | | 660 | |
Capital Markets (1.8%) | | | | | |
Franklin Resources, Inc. | | 42,300 | | 2,698 | |
Chemicals (1.4%) | | | | | |
E.I. duPont de Nemours & Co. | | 81,750 | | 2,068 | |
Commercial Banks (4.0%) | | | | | |
Comerica, Inc. | | 68,190 | | 1,354 | |
East-West Bancorp, Inc. | | 35,961 | | 574 | |
State Street Corp. | | 82,400 | | 3,241 | |
Synovus Financial Corp. | | 94,730 | | 786 | |
Communications Equipment (2.8%) | | | | | |
Cisco Systems, Inc. ‡ | | 214,402 | | 3,495 | |
Telefonaktiebolaget LM Ericsson ADR | | 98,130 | | 766 | |
Computers & Peripherals (1.7%) | | | | | |
IBM Corp. | | 31,100 | | 2,617 | |
Construction & Engineering (0.9%) | | | | | |
Fluor Corp. | | 8,400 | | 377 | |
Jacobs Engineering Group, Inc. ‡ | | 8,300 | | 399 | |
Perini Corp. ‡ | | 21,760 | | 509 | |
Diversified Financial Services (5.6%) | | | | | |
Bank of America Corp. | | 264,600 | | 3,726 | |
JPMorgan Chase & Co. | | 146,140 | | 4,608 | |
Energy Equipment & Services (5.7%) | | | | | |
Baker Hughes, Inc. | | 64,440 | | 2,067 | |
Halliburton Co. | | 108,980 | | 1,981 | |
Schlumberger, Ltd. | | 56,320 | | 2,384 | |
Transocean, Ltd. ‡ | | 17,686 | | 836 | |
Weatherford International, Ltd. ‡ | | 106,420 | | 1,151 | |
Food & Staples Retailing (3.6%) | | | | | |
Wal-Mart Stores, Inc. | | 96,200 | | 5,393 | |
Food Products (4.1%) | | | | | |
Kraft Foods, Inc. -Class A | | 91,481 | | 2,456 | |
Unilever PLC ADR | | 90,234 | | 2,077 | |
Unilever PLC | | 69,930 | | 1,606 | |
Health Care Providers & Services (1.2%) | | | | | |
McKesson Corp. | | 44,900 | | 1,739 | |
Industrial Conglomerates (2.8%) | | | | | |
General Electric Co. | | 144,860 | | 2,347 | |
McDermott International, Inc. ‡ | | 184,360 | | 1,821 | |
Insurance (6.5%) | | | | | |
Allied World Assurance Co. Holdings, Ltd. | | 35,080 | | 1,424 | |
Chubb Corp. | | 103,090 | | 5,258 | |
CNA Surety Corp. ‡ | | 166,026 | | 3,188 | |
Internet Software & Services (1.3%) | | | | | |
eBay, Inc. ‡ | | 139,110 | | 1,942 | |
Life Sciences Tools & Services (0.6%) | | | | | |
ENZO Biochem, Inc. ‡ | | 188,756 | | 923 | |
Machinery (2.7%) | | | | | |
Caterpillar, Inc. | | 48,704 | | 2,176 | |
Dover Corp. | | 51,520 | | 1,696 | |
PACCAR, Inc. | | 11,790 | | 337 | |
Media (4.4%) | | | | | |
Time Warner, Inc. | | 269,170 | | 2,708 | |
Walt Disney Co. | | 172,104 | | 3,905 | |
Metals & Mining (2.6%) | | | | | |
Barrick Gold Corp. | | 73,280 | | 2,695 | |
Norsk Hydro ASA | | 100,900 | | 411 | |
Nucor Corp. | | 16,790 | | 776 | |
Oil, Gas & Consumable Fuels (5.1%) | | | | | |
Anadarko Petroleum Corp. | | 57,630 | | 2,222 | |
Chevron Corp. | | 27,950 | | 2,067 | |
ConocoPhillips | | 16,170 | | 838 | |
Exxon Mobil Corp. | | 25,680 | | 2,050 | |
Murphy Oil Corp. | | 7,730 | | 343 | |
Paper & Forest Products (1.0%) | | | | | |
Weyerhaeuser Co. | | 47,210 | | 1,445 | |
Pharmaceuticals (12.4%) | | | | | |
Abbott Laboratories | | 74,408 | | 3,971 | |
Johnson & Johnson | | 64,390 | | 3,852 | |
Merck & Co., Inc. | | 66,190 | | 2,012 | |
Novartis AG ADR | | 89,410 | | 4,449 | |
Wyeth | | 115,997 | | 4,351 | |
Professional Services (0.3%) | | | | | |
Robert Half International, Inc. | | 19,720 | | 411 | |
Real Estate Investment Trusts (0.3%) | | | | | |
LaSalle Hotel Properties | | 39,850 | | 440 | |
Semiconductors & Semiconductor Equipment (7.4%) | | | | | |
Applied Materials, Inc. | | 368,150 | | 3,729 | |
Novellus Systems, Inc. ‡ | | 123,670 | | 1,526 | |
Taiwan Semiconductor Manufacturing Co., Ltd. ADR | | 331,379 | | 2,618 | |
Texas Instruments, Inc. | | 201,590 | | 3,129 | |
Verigy, Ltd. ‡ | | 20,892 | | 201 | |
Software (3.3%) | | | | | |
Citrix Systems, Inc. ‡ | | 32,540 | | 767 | |
Lawson Software, Inc. ‡ | | 163,935 | | 777 | |
Microsoft Corp. | | 181,420 | | 3,527 | |
Specialty Retail (4.0%) | | | | | |
Gap, Inc. | | 114,560 | | 1,534 | |
Home Depot, Inc. | | 165,690 | | 3,814 | |
Penske Auto Group, Inc. | | 46,180 | | 355 | |
Williams-Sonoma, Inc. | | 50,640 | | 398 | |
Thrifts & Mortgage Finance (0.1%) | | | | | |
MGIC Investment Corp. | | 54,176 | | 189 | |
Wireless Telecommunication Services (2.4%) | | | | | |
Vodafone Group PLC ADR | | 178,014 | | 3,639 | |
Total Common Stocks (cost $180,351) | | | | 147,852 | |
| | | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (1.3%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $1,938 on 01/02/2009 • à | | $ | 1,938 | | 1,938 | |
Total Repurchase Agreement (cost $1,938) | | | | 1,938 | |
| | | | | |
Total Investment Securities (cost $182,289) # | | | | $ | 149,790 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
4
At December 31, 2008
(all amounts in thousands)
NOTES TO SCHEDULE OF INVESTMENTS:
‡ | Non-income producing security. |
• | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 01/29/2009, and with a market value plus accrued interest of $2,250. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | Aggregate cost for federal income tax purposes is $182,693. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $8,242 and $41,145, respectively. Net unrealized depreciation for tax purposes is $32,903. |
DEFINITIONS:
ADR American Depositary Receipt
PLC Public Limited Company
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | | | | | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | | | | | | | |
$ | 145,834 | | $ | 3,956 | | $ | — | | $ | 149,790 | | | | | | | |
| | | | | | | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $182,289) | | $ | 149,790 | |
Receivables: | | | |
Investment securities sold | | 639 | |
Shares sold | | 2 | |
Dividends | | 401 | |
| | 150,832 | |
Liabilities: | | | |
Investment securities purchased | | 482 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 49 | |
Management and advisory fees | | 106 | |
Distribution and service fees | | 1 | |
Administration fees | | 2 | |
Other | | 48 | |
| | 688 | |
Net Assets | | $ | 150,144 | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 202 | |
Additional paid-in capital | | 185,658 | |
Undistributed net investment income | | 3,730 | |
Accumulated net realized loss from investment securities and foreign currency transactions | | (6,947 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (32,499 | ) |
Net Assets | | $ | 150,144 | |
Net Assets by Class: | | | |
Initial Class | | $ | 146,079 | |
Service Class | | 4,065 | |
Shares Outstanding: | | | |
Initial Class | | 19,666 | |
Service Class | | 549 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 7.43 | |
Service Class | | 7.41 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $44) | | $ | 5,560 | |
Interest | | 37 | |
Income from loaned securities-net | | 145 | |
| | 5,742 | |
Expenses: | | | |
Management and advisory fees | | 1,847 | |
Printing and shareholder reports | | 18 | |
Custody fees | | 37 | |
Administration fees | | 46 | |
Legal fees | | 10 | |
Audit fees | | 18 | |
Trustees fees | | 7 | |
Transfer agent fees | | 4 | |
Registration fees | | — | (a) |
Distribution and service fees: | | | |
Service Class | | 20 | |
Other | | 5 | |
Total expenses | | 2,012 | |
| | | |
Net Investment Income | | 3,730 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (6,360 | ) |
Foreign currency transactions | | (2 | ) |
| | (6,362 | ) |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (94,168 | ) |
| | | |
Net Realized and Unrealized Loss | | (100,530 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (96,800 | ) |
(a) Rounds to less than $1.
The notes to the financial statements are an integral part of this report.
6
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 3,730 | | $ | 3,934 | |
Net realized gain (loss) from investment securities and foreign currency transactions | | (6,362 | ) | 32,903 | |
Change in net unrealized depreciation on investment securities | | (94,168 | ) | (31,499 | ) |
Net increase (decrease) in net assets resulting from operations | | (96,800 | ) | 5,338 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (3,819 | ) | (4,415 | ) |
Service Class | | (109 | ) | (149 | ) |
| | (3,928 | ) | (4,564 | ) |
From net realized gains: | | | | | |
Initial Class | | (31,688 | ) | (17,584 | ) |
Service Class | | (1,173 | ) | (694 | ) |
| | (32,861 | ) | (18,278 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 3,443 | | 11,134 | |
Service Class | | 1,379 | | 3,259 | |
| | 4,822 | | 14,393 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 35,507 | | 21,999 | |
Service Class | | 1,282 | | 843 | |
| | 36,789 | | 22,842 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (61,339 | ) | (89,664 | ) |
Service Class | | (5,874 | ) | (4,234 | ) |
| | (67,213 | ) | (93,898 | ) |
Net decrease in net assets from capital shares transactions | | (25,602 | ) | (56,663 | ) |
Net decrease in net assets | | (159,191 | ) | (74,167 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 309,335 | | 383,502 | |
End of year | | $ | 150,144 | | $ | 309,335 | |
Undistributed Net Investment Income | | $ | 3,730 | | $ | 3,930 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 334 | | 749 | |
Service Class | | 127 | | 220 | |
| | 461 | | 969 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 3,421 | | 1,581 | |
Service Class | | 124 | | 61 | |
| | 3,545 | | 1,642 | |
Shares redeemed: | | | | | |
Initial Class | | (5,514 | ) | (6,072 | ) |
Service Class | | (563 | ) | (292 | ) |
| | (6,077 | ) | (6,364 | ) |
Net decrease in shares outstanding: | | | | | |
Initial Class | | (1,759 | ) | (3,742 | ) |
Service Class | | (312 | ) | (11 | ) |
| | (2,071 | ) | (3,753 | ) |
The notes to the financial statements are an integral part of this report.
7
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 13.88 | | $ | 14.73 | | $ | 14.71 | | $ | 14.22 | | $ | 13.06 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.18 | | 0.16 | | 0.18 | | 0.10 | | 0.07 | |
Net realized and unrealized gain (loss) | | (4.67 | ) | (0.01 | ) | 2.26 | | 0.48 | | 1.12 | |
Total operations | | (4.49 | ) | 0.15 | | 2.44 | | 0.58 | | 1.19 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.21 | ) | (0.20 | ) | (0.16 | ) | (0.09 | ) | (0.03 | ) |
From net realized gains | | (1.75 | ) | (0.80 | ) | (2.26 | ) | — | | — | |
Total distributions | | (1.96 | ) | (1.00 | ) | (2.42 | ) | (0.09 | ) | (0.03 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 7.43 | | $ | 13.88 | | $ | 14.73 | | $ | 14.71 | | $ | 14.22 | |
Total Return(b) | | (36.36 | )% | 1.04 | % | 18.56 | % | 4.08 | % | 9.14 | % |
Net Assets End of Year (000’s) | | $ | 146,079 | | $ | 297,425 | | $ | 370,692 | | $ | 379,373 | | $ | 611,410 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.86 | % | 0.87 | % | 0.88 | % | 0.86 | % | 0.87 | % |
Net investment income, to average net assets | | 1.62 | % | 1.11 | % | 1.22 | % | 0.68 | % | 0.53 | % |
Portfolio turnover rate | | 35 | % | 15 | % | 15 | % | 33 | % | 36 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 13.83 | | $ | 14.69 | | $ | 14.68 | | $ | 14.21 | | $ | 13.08 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.15 | | 0.13 | | 0.15 | | 0.06 | | 0.06 | |
Net realized and unrealized gain (loss) | | (4.66 | ) | (0.02 | ) | 2.25 | | 0.48 | | 1.10 | |
Total operations | | (4.51 | ) | 0.11 | | 2.40 | | 0.54 | | 1.16 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.16 | ) | (0.17 | ) | (0.13 | ) | (0.07 | ) | (0.03 | ) |
From net realized gains | | (1.75 | ) | (0.80 | ) | (2.26 | ) | — | | — | |
Total distributions | | (1.91 | ) | (0.97 | ) | (2.39 | ) | (0.07 | ) | (0.03 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 7.41 | | $ | 13.83 | | $ | 14.69 | | $ | 14.68 | | $ | 14.21 | |
Total Return(b) | | (36.54 | )% | 0.77 | % | 18.29 | % | 3.81 | % | 8.90 | % |
Net Assets End of Year (000’s) | | $ | 4,065 | | $ | 11,910 | | $ | 12,810 | | $ | 8,680 | | $ | 7,496 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.11 | % | 1.12 | % | 1.13 | % | 1.11 | % | 1.13 | % |
Net investment income, to average net assets | | 1.35 | % | 0.86 | % | 0.99 | % | 0.44 | % | 0.42 | % |
Portfolio turnover rate | | 35 | % | 15 | % | 15 | % | 33 | % | 36 | % |
(a) | Calculation is based on average number of shares outstanding. |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
8
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Legg Mason Partners All Cap also changed its name to Transamerica Legg Mason Partners All Cap VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST. The Fund is “non-diversified” under the 1940 Act.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $20 are included in net realized loss in the Statement of Operations.
Real Estate Investment Trusts (“REITs”): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates.
Dividend income is recorded at management’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year end and may differ from the estimated amounts.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV.
AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $500 million | | 0.80 | % |
Over $500 million | | 0.675 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.90% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $6 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 79,989 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 138,512 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | (2 | ) |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | 2 | |
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
| | | |
$ | 4,305 | | December 31, 2016 | |
| | | | |
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. (continued)
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 5,500 | |
Long-term Capital Gain | | 17,342 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 4,736 | |
Long-term Capital Gain | | 32,053 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 3,727 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (4,305 | ) |
Post October Capital Loss Deferral | | $ | (2,234 | ) |
Post October Currency Loss Deferral | | $ | (2 | ) |
Net Unrealized Appreciation (Depreciation) | | $ | (32,902 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Legg Mason Partners All Cap VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Legg Mason Partners All Cap VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $32,053 for the year ended December 31, 2008.
14
Transamerica Marsico Growth VP
(unaudited)
MARKET ENVIRONMENT
U.S. large capitalization equities, as measured by the Standard and Poor’s 500 Composite Stock Index (“S&P 500”), posted sharp declines for the one-year period ended December 31, 2008.
From the perspective of economic sector performance (using GICS classifications for the S&P 500 as a reference point), weakness was widespread. All ten sectors in the S&P 500 had a negative return. Financials (55%), materials (46%), and information technology (43%) were the worst-performing sectors. Consumer staples was the best-performing sector with a return of (15%). All other sectors were down between 23% and 40%.
Large capitalization equities underperformed their small capitalization counterparts by more than 3% (based on the Russell 1000® and Russell 2000® Index performance), although it bears mentioning that both indexes — with returns of (37.60%) and (33.79%), respectively — were deeply “in the red”. Within the US large capitalization arena, value narrowly outperformed growth during the period. The Russell 1000® Value Index and Russell 1000® Growth Index (“Russell 1000® Growth”) had total returns of (36.85%) and (38.44%), respectively.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Marsico Growth VP Initial Class returned (40.95%). By comparison its primary and secondary benchmarks, the S&P 500 and the Russell 1000® Growth, returned (37.00%) and (38.44%), respectively.
STRATEGY REVIEW
Against the backdrop of an exceedingly turbulent and volatile market, the portfolio underperformed the S&P 500, its primary benchmark index, for the annual period.
The portfolio’s stock selection in the energy sector was a material detractor to performance results. Transocean, Ltd., Petroleo Brasileiro SA, and Schlumberger, Ltd. posted sharp declines and were among the portfolio’s weakest performing individual positions.
The portfolio’s performance was further hurt by stock selection and positioning in the health care and consumer staples sectors. Health care and consumer staples were the strongest-performing areas of the benchmark index and the portfolio could have benefitted by having more investments in these areas. The portfolio’s results were also hampered by stock selection in the sectors. The portfolio’s positions in health care services company UnitedHealth Group, Inc. and beverage company Heineken NV slid (49%) and (55%), respectively, prior to being sold from the portfolio.
In the telecommunication services sector, wireless providers China Mobile, Ltd. and America Movil SAB de CV each declined sharply prior to being sold. Other individual holdings having a material negative impact on performance included technology company Apple, Inc., financials position Goldman Sachs Group, Inc., and hotel/casino operator Las Vegas Sands Corp.
There were a few areas that out-performed the portfolio’s index. While the portfolio’s financials positions posted a collective return of (40%), the return exceeded the (55%) return of the benchmark index’s financials sector.
Certain of the portfolio’s consumer discretionary positions posted solid, positive returns, including McDonald’s Corp. and Amazon.com, Inc. An overweighted posture in the consumer discretionary sector further benefitted the portfolio, as the sector was among the strongest-performing areas of the benchmark index.
During the reporting period, the portfolio’s average sector allocations emphasized the industrials, consumer discretionary, financials, and information technology sectors. As of December 31, 2008, the portfolio had no exposure to the utilities and telecommunication services sectors.
The portfolio held an average of 10% in cash and cash equivalents during the 12-month period. As of December 31, 2008, cash and cash equivalents represented more than 12% of the portfolio’s net assets. The elevated cash level provided a measure of protection in the adverse market environment. We believe that the portfolio’s cash positions will decrease as we identify new investment opportunities and add selectively to existing holdings.
Thomas F. Marsico
Portfolio Manager
Marsico Capital Management, LLC*
* | Columbia Management Advisors, LLC entered into an agreement with Marsico Capital Management, LLC (“Marsico”) under which Marsico provides portfolio management to the portfolio. |
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
| | | | | | | | | |
Initial Class | | (40.95 | )% | (1.80 | )% | (2.37 | )% | 05/03/1999 | |
S&P 500* | | (37.00 | )% | (2.19 | )% | (2.31 | )% | 05/03/1999 | |
Russell 1000 Growth * | | (38.44 | )% | (3.42 | )% | (5.04 | )% | 05/03/1999 | |
Service Class | | (41.13 | )% | (2.05 | )% | 1.41 | % | 05/01/2003 | |
NOTES
* The Standard and Poor’s 500 Composite Stock (S&P 500) Index and the Russell 1000® Growth Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 677.90 | | 0.82 | % | $ | 3.46 | |
Hypothetical (b) | | 1,000.00 | | 1,021.01 | | 0.82 | | 4.17 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 677.26 | | 1.07 | | 4.51 | |
Hypothetical (b) | | 1,000.00 | | 1,019.76 | | 1.07 | | 5.43 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
PREFERRED STOCK (0.4%) | | | | | |
Commercial Banks (0.4%) | | | | | |
Wachovia Corp. -Class A, 8.00% p | | 80,250 | | $ | 1,762 | |
Total Preferred Stock (cost $1,542) | | | | 1,762 | |
| | | | | |
COMMON STOCKS (87.3%) | | | | | |
Aerospace & Defense (7.1%) | | | | | |
General Dynamics Corp. | | 214,353 | | 12,345 | |
Lockheed Martin Corp. | | 226,054 | | 19,007 | |
Biotechnology (5.3%) | | | | | |
Genentech, Inc. ‡ | | 235,373 | | 19,515 | |
Gilead Sciences, Inc. ‡ ^ | | 77,849 | | 3,981 | |
Capital Markets (2.4%) | | | | | |
Goldman Sachs Group, Inc. | | 124,834 | | 10,535 | |
Chemicals (6.8%) | | | | | |
Air Products & Chemicals, Inc. | | 70,968 | | 3,568 | |
Monsanto Co. | | 256,205 | | 18,024 | |
Praxair, Inc. | | 145,084 | | 8,612 | |
Commercial Banks (10.4%) | | | | | |
Industrial & Commercial Bank of China -Class H | | 22,350,000 | | 11,866 | |
US Bancorp ^ | | 538,943 | | 13,479 | |
Wells Fargo & Co. ^ | | 712,775 | | 21,013 | |
Communications Equipment (2.3%) | | | | | |
Qualcomm, Inc. | | 284,491 | | 10,193 | |
Computers & Peripherals (2.6%) | | | | | |
Apple, Inc. ‡ ^ | | 134,160 | | 11,450 | |
Diversified Financial Services (1.0%) | | | | | |
JPMorgan Chase & Co. | | 142,936 | | 4,507 | |
Electrical Equipment (0.6%) | | | | | |
ABB, Ltd. ADR | | 167,864 | | 2,520 | |
Energy Equipment & Services (3.7%) | | | | | |
Cameron International Corp. ‡ ^ | | 87,370 | | 1,791 | |
Schlumberger, Ltd. | | 106,121 | | 4,492 | |
Transocean, Ltd. ‡ | | 211,987 | | 10,016 | |
Food & Staples Retailing (6.8%) | | | | | |
Costco Wholesale Corp. | | 167,282 | | 8,782 | |
CVS Caremark Corp. | | 467,107 | | 13,425 | |
Wal-Mart Stores, Inc. | | 141,809 | | 7,950 | |
Hotels, Restaurants & Leisure (12.5%) | | | | | |
Las Vegas Sands Corp. ‡ ^ | | 1,063,035 | | 6,304 | |
McDonald’s Corp. | | 595,193 | | 37,015 | |
Wynn Resorts, Ltd. ‡ ^ | | 68,947 | | 2,914 | |
Yum! Brands, Inc. ^ | | 279,732 | | 8,811 | |
Internet & Catalog Retail (0.3%) | | | | | |
Amazon.com, Inc. ‡ ^ | | 29,813 | | 1,529 | |
Internet Software & Services (1.1%) | | | | | |
Google, Inc. -Class A ‡ | | 16,279 | | 5,008 | |
IT Services (6.6%) | | | | | |
Mastercard, Inc. -Class A ^ | | 98,925 | | 14,139 | |
Visa, Inc. -Class A | | 282,591 | | 14,822 | |
Machinery (0.4%) | | | | | |
Deere & Co. | | 45,994 | | 1,762 | |
Media (0.4%) | | | | | |
Walt Disney Co. | | 83,029 | | 1,884 | |
Multiline Retail (1.4%) | | | | | |
Target Corp. ^ | | 176,994 | | 6,112 | |
Oil, Gas & Consumable Fuels (0.9%) | | | | | |
Devon Energy Corp. | | 23,572 | | 1,549 | |
Petroleo Brasileiro SA ADR | | 94,161 | | 2,306 | |
Pharmaceuticals (2.0%) | | | | | |
Johnson & Johnson | | 76,684 | | 4,588 | |
Schering-Plough Corp. | | 255,611 | | 4,353 | |
Real Estate Management & Development (1.1%) | | | | | |
St Joe Co. ‡ | | 191,103 | | 4,648 | |
Road & Rail (6.0%) | | | | | |
Norfolk Southern Corp. ^ | | 191,855 | | 9,027 | |
Union Pacific Corp. ^ | | 366,719 | | 17,529 | |
Software (0.4%) | | | | | |
Oracle Corp. ‡ ^ | | 97,709 | | 1,732 | |
Specialty Retail (2.9%) | | | | | |
Lowe’s Cos., Inc. | | 601,115 | | 12,936 | |
Textiles, Apparel & Luxury Goods (2.3%) | | | | | |
Nike, Inc. -Class B | | 200,885 | | 10,245 | |
Total Common Stocks (cost $458,092) | | | | 386,284 | |
| | | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (12.2%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $53,987 on 01/02/2009 à • | | $ | 53,987 | | 53,987 | |
Total Repurchase Agreement (cost $53,987) | | | | 53,987 | |
| | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (7.2%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 31,893,061 | | 31,893 | |
Total Securities Lending Collateral (cost $31,893) | | | | 31,893 | |
Total Investment Securities (cost $545,514) # | | | | $ | 473,926 | |
| | | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
p | Interest rate shown reflects the yield at 12/31/2008. |
‡ | Non-income producing security. |
^ | All or a portion of this security is on loan. The value of all securities on loan is $31,027. |
• | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 05/14/2009, and with a market value plus accrued interest of $55,069. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | Aggregate cost for federal income tax purposes is $558,279. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $6,150 and $90,503, respectively. Net unrealized depreciation for tax purposes is $84,353. |
DEFINITION:
ADR | American Depositary Receipt |
The notes to the financial statements are an integral part of this report.
4
At December 31, 2008
(all amounts in thousands)
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | | | | | | | |
$ | 408,073 | | $ | 65,853 | | $ | — | | $ | 473,926 | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $491,527) (including securities loaned of $31,027) | | $ | 419,939 | |
Repurchase agreement, at value (cost: $53,987) | | 53,987 | |
Receivables: | | | |
Shares sold | | 61 | |
Income from loaned securities | | 52 | |
Dividends | | 619 | |
Dividend reclaims | | 50 | |
| | 474,708 | |
Liabilities: | | | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 8 | |
Management and advisory fees | | 305 | |
Distribution and service fees | | 2 | |
Transfer agent fees | | 1 | |
Administration fees | | 8 | |
Payable for collateral for securities on loan | | 31,893 | |
Other | | 54 | |
| | 32,271 | |
Net Assets | | $ | 442,437 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 599 | |
Additional paid-in capital | | 622,895 | |
Undistributed net investment income | | 4,222 | |
Accumulated net realized loss from investment securities and foreign currency transactions | | (113,691 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (71,588 | ) |
Net Assets | | $ | 442,437 | |
| | | |
Net Assets by Class: | | | |
Initial Class | | $ | 433,973 | |
Service Class | | 8,464 | |
Shares Outstanding: | | | |
Initial Class | | 58,778 | |
Service Class | | 1,158 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 7.38 | |
Service Class | | 7.31 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $54) | | $ | 7,618 | |
Interest | | 526 | |
Income from loaned securities-net | | 604 | |
| | 8,748 | |
Expenses: | | | |
Management and advisory fees | | 4,583 | |
Printing and shareholder reports | | 41 | |
Custody fees | | 99 | |
Administration fees | | 120 | |
Legal fees | | 26 | |
Audit fees | | 18 | |
Trustees fees | | 19 | |
Transfer agent fees | | 11 | |
Distribution and service fees: | | | |
Service Class | | 34 | |
Other | | 13 | |
Total expenses | | 4,964 | |
| | | |
Net Investment Income | | 3,784 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (112,065 | ) |
Foreign currency transactions | | (46 | ) |
| | (112,111 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (197,453 | ) |
Net Realized and Unrealized Loss | | (309,564 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (305,780 | ) |
The notes to the financial statements are an integral part of this report.
6
STATEMENT OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 3,784 | | $ | 3,228 | |
Net realized gain (loss) from investment securities and foreign currency transactions | | (112,111 | ) | 18,919 | |
Change in net unrealized appreciation (depreciation) on investment securities | | (197,453 | ) | 80,184 | |
Net increase (decrease) in net assets resulting from operations | | (305,780 | ) | 102,331 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (2,847 | ) | (162 | ) |
Service Class | | (33 | ) | — | |
| | (2,880 | ) | (162 | ) |
From net realized gains: | | | | | |
Initial Class | | (19,342 | ) | (6,211 | ) |
Service Class | | (466 | ) | (143 | ) |
| | (19,808 | ) | (6,354 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 69,476 | | 446,126 | |
Service Class | | 5,385 | | 5,826 | |
| | 74,861 | | 451,952 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 22,189 | | 6,373 | |
Service Class | | 499 | | 143 | |
| | 22,688 | | 6,516 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (43,525 | ) | (50,232 | ) |
Service Class | | (7,536 | ) | (3,840 | ) |
| | (51,061 | ) | (54,072 | ) |
Net increase in net assets from capital shares transactions | | 46,488 | | 404,396 | |
Net increase (decrease) in net assets | | (281,980 | ) | 500,211 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 724,417 | | 224,206 | |
End of year | | $ | 442,437 | | $ | 724,417 | |
Undistributed Net Investment Income | | $ | 4,222 | | $ | 3,367 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 6,256 | | 38,823 | |
Service Class | | 511 | | 485 | |
| | 6,767 | | 39,308 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 2,097 | | 552 | |
Service Class | | 48 | | 12 | |
| | 2,145 | | 564 | |
Shares redeemed: | | | | | |
Initial Class | | (4,109 | ) | (4,269 | ) |
Service Class | | (755 | ) | (330 | ) |
| | (4,864 | ) | (4,599 | ) |
Net increase in shares outstanding: | | | | | |
Initial Class | | 4,244 | | 35,106 | |
Service Class | | (196 | ) | 167 | |
| | 4,048 | | 35,273 | |
The notes to the financial statements are an integral part of this report.
7
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 12.96 | | $ | 10.88 | | $ | 10.34 | | $ | 9.53 | | $ | 8.49 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.06 | | 0.07 | | 0.02 | | 0.01 | | 0.01 | |
Net realized and unrealized gain (loss) | | (5.25 | ) | 2.13 | | 0.53 | | 0.81 | | 1.03 | |
Total operations | | (5.19 | ) | 2.20 | | 0.55 | | 0.82 | | 1.04 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.05 | ) | — | (b) | (0.01 | ) | (0.01 | ) | — | |
From net realized gains | | (0.34 | ) | (0.12 | ) | — | | — | | — | |
Total distributions | | (0.39 | ) | (0.12 | ) | (0.01 | ) | (0.01 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 7.38 | | $ | 12.96 | | $ | 10.88 | | $ | 10.34 | | $ | 9.53 | |
Total Return(c) | | (40.95 | )% | 20.40 | % | 5.36 | % | 8.58 | % | 12.25 | % |
Net Assets End of Year (000’s) | | $ | 433,973 | | $ | 707,025 | | $ | 211,386 | | $ | 194,775 | | $ | 143,150 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.82 | % | 0.81 | % | 0.87 | % | 0.88 | % | 0.87 | % |
Net investment income, to average net assets | | 0.63 | % | 0.55 | % | 0.17 | % | 0.15 | % | 0.15 | % |
Portfolio turnover rate | | 77 | % | 56 | % | 67 | % | 66 | % | 80 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 12.85 | | $ | 10.81 | | $ | 10.28 | | $ | 9.50 | | $ | 8.48 | |
Investment Operations | | | | | | | | | | | |
Net investment income (loss)(a) | | 0.04 | | 0.04 | | (0.01 | ) | (0.01 | ) | (0.01 | ) |
Net realized and unrealized gain (loss) | | (5.21 | ) | 2.12 | | 0.54 | | 0.79 | | 1.03 | |
Total operations | | (5.17 | ) | 2.16 | | 0.53 | | 0.78 | | 1.02 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.03 | ) | — | | — | | — | | — | |
From net realized gains | | (0.34 | ) | (0.12 | ) | — | | — | | — | |
Total distributions | | (0.37 | ) | (0.12 | ) | — | | — | | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 7.31 | | $ | 12.85 | | $ | 10.81 | | $ | 10.28 | | $ | 9.50 | |
Total Return(c) | | (41.13 | )% | 20.13 | % | 5.16 | % | 8.21 | % | 12.03 | % |
Net Assets End of Year (000’s) | | $ | 8,464 | | $ | 17,392 | | $ | 12,820 | | $ | 12,217 | | $ | 5,818 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.07 | % | 1.06 | % | 1.12 | % | 1.13 | % | 1.10 | % |
Net investment income (loss), to average net assets | | 0.36 | % | 0.30 | % | (0.08 | )% | (0.12 | )% | (0.07 | )% |
Portfolio turnover rate | | 77 | % | 56 | % | 67 | % | 66 | % | 80 | % |
(a) | Calculation is based on average number of shares outstanding. |
(b) | Rounds to less than ($0.01) or $0.01. |
(c) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
8
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Marsico Growth also changed its name to Transamerica Marsico Growth VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $11 are included in net realized loss in the Statement of Operations.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
Foreign currency denominated assets may involve risks not typically associated with domestic transactions. These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
Transamerica Asset Allocation-Conservative VP | | $ | 26,576 | | 6.01 | % |
Transamerica Asset Allocation-Growth VP | | 64,993 | | 14.69 | |
Transamerica Asset Allocation-Moderate VP | | 82,525 | | 18.65 | |
Transamerica Asset Allocation-Moderate Growth VP | | 199,118 | | 45.00 | |
Total | | $ | 373,212 | | 84.35 | % |
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $250 million | | 0.80 | % |
Over $250 million up to $500 million | | 0.75 | % |
Over $500 million up to $1 billion | | 0.70 | % |
Over $1 billion | | 0.60 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.00% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $18 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, and was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled less than $1.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 443,656 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 426,331 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences.
These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | (49 | ) |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | 49 | |
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
$ | 82,250 | | December 31, 2016 | |
| | | | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 162 | |
Long-term Capital Gain | | 6,353 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 5,005 | |
Long-term Capital Gain | | 17,683 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 4,082 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (82,250 | ) |
Post October Capital Loss Deferral | | $ | (18,536 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (84,353 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Marsico Growth VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Marsico Growth VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $17,683 for the year ended December 31, 2008.
14
Transamerica MFS High Yield VP
(unaudited)
MARKET ENVIRONMENT
The U.S. economy and financial markets experienced significant deterioration and extraordinary volatility over the reporting period. U.S. economic growth slowed significantly, despite the short-term bounce from the second quarter fiscal stimulus. Strong domestic headwinds included accelerated deterioration in the housing market, anemic corporate investment, a markedly weaker job market, and a much tighter credit environment. During the second half of the period, a seemingly continuous series of tumultuous financial events hammered markets, including: the distressed sale of failing Bear Stearns to JPMorgan, the conservatorship of Government Sponsored Enterprises (“GSEs”) Fannie Mae and Freddie Mac, the bankruptcy of investment bank Lehman Brothers, the Federal Reserve Board’s (“Fed”) complex intervention of insurance company American International Group, Inc. (AIG), the nationalization of several large European banks, the failure of Washington Mutual, and the distressed sale of Wachovia. As a result of this barrage of turbulent news, global equity markets pushed significantly lower and credit markets witnessed the worst dislocation since the beginning of the credit crisis.
While reasonably resilient during the first half of the period, the global economy and financial system increasingly experienced considerable negative spillovers from the U.S. slowdown. Not only did Europe and Japan show obvious signs of economic softening, the more powerful engine of global growth — emerging markets — also began to display weakening dynamics.
During the reporting period, the Fed cut interest rates aggressively and introduced a multitude of new lending facilities to alleviate ever-tightening credit markets, while the U.S. federal government moved quickly to design and implement a meaningful fiscal stimulus package. Although several other global central banks also cut rates, the dilemma of rising energy and food prices heightened concerns among central bankers that inflationary expectations might become unhinged despite weaker growth. Only late in the reporting period did slowing global growth result in a precipitous decline in commodity prices, which began to ease inflation and inflationary expectations. As inflationary concerns diminished in the face of global deleveraging, and equity and credit markets deteriorated more sharply, a coordinated rate cut marked the beginning of much more aggressive easing by the major global central banks.
PERFORMANCE
For the year ended December 31, 2008, Transamerica MFS High Yield VP Initial Class returned (25.20%). By comparison its benchmark, the Barclays Capital (formerly Lehman Brothers) U.S. High Yield Corporate Bond Index (“BCHYCB”), returned (26.16%).
STRATEGY REVIEW
Relative to the BCHYCB, the portfolio’s lesser exposure to lower quality “BB” and “CCC” rated(1) securities contributed to performance as credit spreads widened over the reporting period.
Security selection was also a positive factor. Top individual contributors included the debt of hospital operators, Hospital Corporation of America (“HCA, Inc.”) and Community Health Systems, Inc., power generation company NRG Energy, Inc., wireless telecommunications network operator ALLTEL Corp., health care services company DaVita, Inc., industrial cleaning products manufacturer JohnsonDiversey, Inc., and airline carrier Continental Airlines, Inc..
The portfolio’s greater relative exposure to “B” rated securities detracted from performance. These securities underperformed the benchmark due to the widening of credit spreads noted above. Exposure to the financial sector also held back relative results as holdings of some finance companies suffered amid the global credit crisis. Debt holdings of finance company Nuveen Investments, Inc. were among the portfolio’s top relative detractors for the reporting period.
Among individual securities, holdings of media companies Dex Media, Inc. and Idearc, Inc. hindered relative performance. Gaming and lodging companies Harrah’s Operating Co., Inc., Station Casinos, Inc., Trump Entertainment Resorts, Inc., and Fontainebleau Las Vegas Capital Corp. also hurt relative returns over the reporting period.
John F. Addeo, CFA
David P. Cole, CFA
Matthew W. Ryan, CFA
Co-Portfolio Managers
MFS® Investment Management
(1)Bonds rated “BBB”, “Baa”, or higher are considered investment grade; bonds rated “BB”, “Ba”, or below are considered non-investment grade. The primary source for bond quality ratings is Moody’s Investors Service. If not available, ratings by Standard & Poor’s are used, else ratings by Fitch, Inc. For securities which are not rated by any of the three agencies, the security is considered Not Rated.
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (25.20 | )% | (1.13 | )% | 1.69 | % | 1.29 | % | 06/01/1998 | |
Barclays Capital U.S. Corporate High Yield Bond * | | (26.16 | )% | (0.80 | )% | 2.17 | % | 1.84 | % | 06/01/1998 | |
Service Class | | (25.46 | )% | (1.39 | )% | N/A | | 0.40 | % | 05/01/2003 | |
NOTES
* The Barclays Capital U.S. Corporate High Yield Bond Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 759.31 | | 0.79 | % | $ | 3.49 | |
Hypothetical (b) | | 1,000.00 | | 1,021.17 | | 0.79 | | 4.01 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 758.25 | | 1.04 | | 4.60 | |
Hypothetical (b) | | 1,000.00 | | 1,019.91 | | 1.04 | | 5.28 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
3
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Bond Credit Quality (Moody Ratings)
At December 31, 2008
(unaudited)
Credit Rating Definitions:
Aaa Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa Obligations rated Aa are judged to be of high quality, and are subject to very low credit risk, but their susceptibility to long-term risks appears somewhat greater.
A Obligations rated A are considered upper-medium grade and are subject to low credit risk, but have elements present that suggest a susceptibility to impairment over the long term.
Baa Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
Ba Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B Obligations rated B are considered speculative, are subject to high credit risk, and have generally poor credit risk.
Caa Obligations rated Caa are judged to be of poor standing, are subject to very high credit risk, and have extremely poor credit quality.
Ca Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
NR Not rated.
WR Withdrawn rating.
Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. The Short-term category includes Securities Lending Collateral.
4
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Principal | | Value | |
FOREIGN GOVERNMENT OBLIGATIONS (4.0%) | | | | | |
Argentina Bonos | | | | | |
3.13%, due 08/03/2012 * | | $ | 883 | | $ | 481 | |
Banco Nacional de Desenvolvimento Economico E Social | | | | | |
6.37%, due 06/16/2018 -144A | | 635 | | 603 | |
Indonesia Government International Bond | | | | | |
7.75%, due 01/17/2038 -144A | | 686 | | 569 | |
6.88%, due 01/17/2018 | | 233 | | 197 | |
Republic of Brazil | | | | | |
6.00%, due 01/17/2017 | | 125 | | 129 | |
8.00%, due 01/15/2018 | | 451 | | 505 | |
8.88%, due 10/14/2019 | | 187 | | 228 | |
Republic of Colombia | | | | | |
7.38%, due 01/27/2017 | | 376 | | 391 | |
Republic of El Salvador | | | | | |
8.25%, due 04/10/2032 | | 700 | | 455 | |
Republic of Indonesia | | | | | |
6.88%, due 01/17/2018 -144A | | 323 | | 268 | |
8.50%, due 10/12/2035 | | 826 | | 702 | |
Republic of Peru | | | | | |
6.55%, due 03/14/2037 | | 1,003 | | 895 | |
Republic of the Philippines | | | | | |
9.38%, due 01/18/2017 | | 810 | | 875 | |
9.50%, due 02/02/2030 | | 211 | | 236 | |
Republic of Turkey | | | | | |
6.88%, due 03/17/2036 | | 1,200 | | 996 | |
7.00%, due 03/11/2019 | | 446 | | 430 | |
Republic of Uruguay | | | | | |
8.00%, due 11/18/2022 | | 500 | | 463 | |
9.25%, due 05/17/2017 | | 1,168 | | 1,192 | |
Republic of Venezuela | | | | | |
7.00%, due 12/01/2018 | | 392 | | 167 | |
10.75%, due 09/19/2013 | | 524 | | 343 | |
Total Foreign Government Obligations (cost $12,170) | | | | 10,125 | |
| | | | | |
MORTGAGE-BACKED SECURITIES (3.9%) | | | | | |
Banc of America Commercial Mortgage, Inc. | | | | | |
Series 2006-6, Class AM | | | | | |
5.39%, due 10/10/2045 | | 507 | | 244 | |
Series 2007-3, Class A4 | | | | | |
5.66%, due 06/10/2049 | | 1,275 | | 933 | |
Series 2007-4, Class AM | | | | | |
5.81%, due 02/10/2051 | | 494 | | 227 | |
Series 2007-5, Class AM | | | | | |
5.77%, due 02/10/2051 | | 2,111 | | 949 | |
Citigroup Commercial Mortgage Trust | | | | | |
Series 2007-C6, Class E | | | | | |
5.70%, due 07/20/2017 | | 971 | | 144 | |
Credit Suisse Mortgage Capital Certificates | | | | | |
Series 2006-C5, Class AM | | | | | |
5.34%, due 12/15/2039 | | 468 | | 222 | |
CW Capital Cobalt, Ltd. | | | | | |
Series 2006-C1, Class A4 | | | | | |
5.22%, due 08/15/2048 | | 350 | | 267 | |
Falcon Franchise Loan LLC | | | | | |
Series 2003-1, Class IO | | | | | |
4.04%, due 01/05/2025 -144A Ī § | | 2,912 | | 216 | |
First Union National Bank Commercial Mortgage | | | | | |
Series 2000-C2, Class H | | | | | |
6.75%, due 10/15/2032 | | 1,305 | | 602 | |
GS Mortgage Securities Corp. II | | | | | |
Series 2006-GG8, Class A4 | | | | | |
5.56%, due 11/10/2039 | | 1,435 | | 1,138 | |
JPMorgan Chase Commercial Mortgage Securities Corp. | | | | | |
Series 2006-LDP8, Class AM | | | | | |
5.44%, due 05/15/2045 | | 1,472 | | 716 | |
Series 2007-CB18, Class AM | | | | | |
5.47%, due 06/12/2047 | | 1,000 | | 457 | |
Series 2007-LD12, Class C | | | | | |
6.06%, due 02/15/2051 | | 720 | | 133 | |
Series 2007-LDPX, Class A3 | | | | | |
5.42%, due 01/15/2049 | | 1,995 | | 1,410 | |
Merrill Lynch Mortgage Trust | | | | | |
Series 2007-C1, Class B | | | | | |
5.83%, due 06/12/2050 | | 720 | | 130 | |
Merrill Lynch/Countrywide Commercial Mortgage Trust | | | | | |
Series 2006-4, Class AM | | | | | |
5.20%, due 12/12/2049 | | 1,592 | | 749 | |
Series 2007-7, Class AM | | | | | |
5.75%, due 06/12/2050 | | 408 | | 189 | |
Morgan Stanley Capital I | | | | | |
Series 2004-RR, Class FX | | | | | |
1.44%, due 04/28/2039 -144A Ī | | 10,481 | | 187 | |
Wachovia Bank Commercial Mortgage Trust | | | | | |
Series 2007-C31, Class D | | | | | |
5.75%, due 04/15/2047 | | 570 | | 100 | |
Series 2007-C33, Class AM | | | | | |
5.90%, due 02/15/2051 | | 1,594 | | 740 | |
Total Mortgage-Backed Securities (cost $15,606) | | | | 9,753 | |
| | | | | |
ASSET-BACKED SECURITIES (0.3%) | | | | | |
Airlie LCDO Ltd. | | | | | |
Series 2006-AV3A, Class D | | | | | |
5.10%, due 12/22/2011 -144A * § Ә | | 832 | | 195 | |
Arcap, Inc. | | | | | |
Series 2004-RR3, Class H | | | | | |
6.10%, due 09/21/2045 -144A | | 1,515 | | 106 | |
Babson CLO, Ltd. | | | | | |
Series 2006-1A, Class D | | | | | |
6.25%, due 07/15/2018 -144A * | | 785 | | 77 | |
Crest, Ltd. | | | | | |
Series 2004-1A, Class G2 | | | | | |
7.00%, due 01/28/2040 | | 1,422 | | 241 | |
CW Capital Cobalt, Ltd. | | | | | |
Series 2005-1A, Class F2 | | | | | |
6.23%, due 05/25/2045 -144A | | 1,112 | | 44 | |
Series 2006-2A, Class F | | | | | |
4.84%, due 04/26/2050 -144A * § | | 500 | | 20 | |
Series 2006-2A, Class G | | | | | |
5.04%, due 04/26/2050 -144A * § | | 500 | | 20 | |
Wachovia CRE CDO | | | | | |
Series 2006-1A, Class G | | | | | |
2.82%, due 09/25/2026 -144A * § | | 432 | | 52 | |
Total Asset-Backed Securities (cost $6,815) | | | | 755 | |
| | | | | |
CORPORATE DEBT SECURITIES (75.7%) | | | | | |
Aerospace & Defense (1.6%) | | | | | |
Bombardier, Inc. | | | | | |
6.30%, due 05/01/2014 -144A | | 365 | | 300 | |
L-3 Communications Corp. | | | | | |
5.88%, due 01/15/2015 | | 1,870 | | 1,683 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
5
| | Principal | | Value | |
Aerospace & Defense (continued) | | | | | |
L-3 Communications Corp. | | | | | |
6.13%, due 01/15/2014 | | $ | 1,095 | | $ | 994 | |
Vought Aircraft Industries, Inc. | | | | | |
8.00%, due 07/15/2011 | | 2,010 | | 1,357 | |
Airlines (0.6%) | | | | | |
Continental Airlines, Inc. | | | | | |
6.75%, due 03/15/2017 | | 298 | | 208 | |
6.90%, due 01/02/2017 | | 443 | | 301 | |
7.34%, due 04/19/2014 | | 1,897 | | 949 | |
Auto Components (0.6%) | | | | | |
Goodyear Tire & Rubber Co. | | | | | |
9.00%, due 07/01/2015 ^ | | 1,775 | | 1,429 | |
Automobiles (0.0%) | | | | | |
General Motors Corp. | | | | | |
8.38%, due 07/15/2033 ^ | | 372 | | 65 | |
Building Products (1.0%) | | | | | |
Associated Materials, Inc. | | | | | |
9.75%, due 04/15/2012 ^ | | 645 | | 508 | |
Building Materials Corp. of America | | | | | |
7.75%, due 08/01/2014 | | 790 | | 498 | |
Nortek, Inc. | | | | | |
8.50%, due 09/01/2014 ^ | | 365 | | 84 | |
10.00%, due 12/01/2013 | | 930 | | 632 | |
Ply Gem Industries, Inc. | | | | | |
9.00%, due 02/15/2012 ^ | | 1,320 | | 317 | |
11.75%, due 06/15/2013 | | 900 | | 486 | |
Capital Markets (0.2%) | | | | | |
Nuveen Investments, Inc. | | | | | |
10.50%, due 11/15/2015 -144A ^ | | 2,235 | | 494 | |
Chemicals (3.0%) | | | | | |
Braskem Finance, Ltd. | | | | | |
7.25%, due 06/05/2018 -144A ^ | | 270 | | 192 | |
Johnson Diversey, Inc. | | | | | |
9.63%, due 05/15/2012 | | 3,195 | | 2,620 | |
Johnson Diversey, Inc. | | | | | |
9.63%, due 05/15/2012 | | EUR | 450 | | 457 | |
Koppers Holdings, Inc. | | | | | |
1.00%, due 11/15/2014 Ђ | | $ | 2,279 | | 1,766 | |
Momentive Performance Materials, Inc. | | | | | |
11.50%, due 12/01/2016 Ђ ^ | | 1,970 | | 581 | |
Nalco Co. | | | | | |
7.75%, due 11/15/2011 | | 745 | | 715 | |
8.88%, due 11/15/2013 ^ | | 1,455 | | 1,229 | |
Commercial Banks (1.3%) | | | | | |
FCE Bank, PLC | | | | | |
7.13%, due 01/16/2012 | | EUR | 3,150 | | 2,321 | |
RSHB Capital | | | | | |
7.13%, due 01/14/2014 -144A | | $ | 100 | | 67 | |
RSHB Capital SA For OJSC Russian Agricultural Bank | | | | | |
7.13%, due 01/14/2014 Reg S | | 549 | | 367 | |
Wells Fargo Capital XV | | | | | |
9.75%, due 12/29/2049 ^ Ž ¡ | | 605 | | 611 | |
Commercial Services & Supplies (1.0%) | | | | | |
Allied Waste North America, Inc. | | | | | |
7.13%, due 05/15/2016 | | 1,250 | | 1,137 | |
Corrections Corp. of America | | | | | |
6.25%, due 03/15/2013 | | 500 | | 465 | |
Geo Group, Inc. | | | | | |
8.25%, due 07/15/2013 | | 870 | | 768 | |
Quebecor World Capital Corp. | | | | | |
6.13%, due 11/15/2013 Џ | | 690 | | 19 | |
Consumer Finance (1.2%) | | | | | |
Ford Motor Credit Co. LLC | | | | | |
8.00%, due 12/15/2016 ^ | | 1,720 | | 1,120 | |
9.75%, due 09/15/2010 Ђ ^ | | 965 | | 772 | |
12.00%, due 05/15/2015 | | 1,334 | | 996 | |
Containers & Packaging (2.1%) | | | | | |
Crown Americas | | | | | |
7.63%, due 11/15/2013 | | 1,140 | | 1,129 | |
Graham Packaging Co., Inc. | | | | | |
9.88%, due 10/15/2014 | | 1,600 | | 984 | |
Graphic Packaging International, Inc. | | | | | |
9.50%, due 08/15/2013 ^ | | 1,650 | | 1,138 | |
Greif, Inc. | | | | | |
6.75%, due 02/01/2017 | | 1,175 | | 1,040 | |
Jefferson Smurfit Corp. | | | | | |
8.25%, due 10/01/2012 | | 725 | | 123 | |
Owens Brockway Glass Container, Inc. | | | | | |
8.25%, due 05/15/2013 | | 745 | | 734 | |
Smurfit-Stone Container Enterprises, Inc. | | | | | |
8.00%, due 03/15/2017 ^ | | 804 | | 153 | |
Diversified Consumer Services (1.0%) | | | | | |
Service Corp. International | | | | | |
7.00%, due 06/15/2017 Ђ | | 2,490 | | 1,867 | |
7.38%, due 10/01/2014 ^ | | 735 | | 625 | |
Diversified Financial Services (3.9%) | | | | | |
Bank of America Corp. | | | | | |
8.00%, due 01/30/2018 ^ Ž ¡ | | 2,215 | | 1,593 | |
El Paso Performance-Linked Trust | | | | | |
7.75%, due 07/15/2011 -144A | | 2,165 | | 1,874 | |
Firekeepers Development Authority | | | | | |
13.88%, due 05/01/2015 -144A § | | 530 | | 329 | |
GMAC LLC | | | | | |
6.88%, due 09/15/2011 - 144A § Ə | | 2,695 | | 2,620 | |
8.00%, due 11/01/2031 - 144A § Ə | | 544 | | 372 | |
Hawker Beechcraft Acquisition Company LLC | | | | | |
9.75%, due 04/01/2017 | | 195 | | 53 | |
Independencia International, Ltd. | | | | | |
9.88%, due 05/15/2015 -144A | | 288 | | 158 | |
Isa Capital Do Brasil SA | | | | | |
8.80%, due 01/30/2017 Reg S | | 429 | | 373 | |
JPMorgan Chase & Co. | | | | | |
7.90%, due 04/30/2018 ^ Ž ¡ | | 2,130 | | 1,772 | |
Kar Holdings, Inc. | | | | | |
10.00%, due 05/01/2015 ^ | | 1,260 | | 416 | |
Local TV Finance LLC | | | | | |
9.25%, due 06/15/2015 -144A § | | 1,050 | | 231 | |
Smurfit Kappa Funding PLC | | | | | |
7.75%, due 04/01/2015 | | 170 | | 93 | |
Diversified Telecommunication Services (5.4%) | | | | | |
Cincinnati Bell, Inc. | | | | | |
8.38%, due 01/15/2014 ^ | | 2,200 | | 1,693 | |
Frontier Communications Corp. | | | | | |
9.25%, due 05/15/2011 ^ | | 1,439 | | 1,367 | |
Nordic Telephone Co. Holdings ApS | | | | | |
8.88%, due 05/01/2016 -144A | | 1,341 | | 939 | |
Qwest Capital Funding, Inc. | | | | | |
7.25%, due 02/15/2011 ^ | | 1,945 | | 1,634 | |
| | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
6
| | Principal | | Value | |
Diversified Telecommunication Services (continued) | | | | | |
Qwest Communications International, Inc. | | | | | |
7.25%, due 02/15/2011 Ђ | | | $ | 975 | | | $ | 848 | |
Qwest Corp. | | | | | |
7.88%, due 09/01/2011 ^ | | 650 | | 598 | |
8.88%, due 03/15/2012 Ђ ^ | | 1,240 | | 1,147 | |
Sprint Capital Corp. | | | | | |
8.38%, due 03/15/2012 ^ | | 1,780 | | 1,424 | |
Virgin Media Finance PLC | | | | | |
9.13%, due 08/15/2016 | | 2,040 | | 1,510 | |
Wind Acquisition Finance SA | | | | | |
10.75%, due 12/01/2015 -144A § | | 1,730 | | 1,488 | |
Windstream Corp. | | | | | |
8.63%, due 08/01/2016 | | 1,045 | | 925 | |
Electric Utilities (2.1%) | | | | | |
Centrais Eletricas Brasileiras SA | | | | | |
7.75%, due 11/30/2015 Reg S | | 384 | | 372 | |
EEB International, Ltd. | | | | | |
8.75%, due 10/31/2014 -144A | | 438 | | 406 | |
Majapahit Holding BV | | | | | |
7.25%, due 06/28/2017 -144A | | 262 | | 136 | |
Mirant North America LLC | | | | | |
8.30%, due 05/01/2011 | | 800 | | 776 | |
Texas Competitive Electric Holdings Co. LLC | | | | | |
10.50%, due 11/01/2015 -144A Ђ | | 5,040 | | 3,579 | |
Electronic Equipment & Instruments (0.8%) | | | | | |
Flextronics International, Ltd. | | | | | |
6.25%, due 11/15/2014 ^ | | 790 | | 589 | |
Innophos, Inc. | | | | | |
8.88%, due 08/15/2014 Ђ | | 1,895 | | 1,326 | |
Food & Staples Retailing (0.1%) | | | | | |
Couche-Tard US, LP/Couche-Tard | | | | | |
7.50%, due 12/15/2013 | | 190 | | 150 | |
Food Products (2.1%) | | | | | |
B&G Foods, Inc. | | | | | |
8.00%, due 10/01/2011 | | 1,105 | | 939 | |
Dean Foods Co. | | | | | |
7.00%, due 06/01/2016 ^ | | 1,550 | | 1,318 | |
Del Monte Corp. | | | | | |
6.75%, due 02/15/2015 | | 2,205 | | 1,896 | |
Michael Foods, Inc. | | | | | |
8.00%, due 11/15/2013 | | 1,165 | | 1,002 | |
Gas Utilities (0.1%) | | | | | |
Intergas Finance BV | | | | | |
6.88%, due 11/04/2011 Reg S | | 176 | | 137 | |
Health Care Equipment & Supplies (1.8%) | | | | | |
Biomet, Inc. | | | | | |
10.00%, due 10/15/2017 ^ | | 1,165 | | 1,119 | |
11.63%, due 10/15/2017 ^ | | 990 | | 846 | |
Cooper Cos., Inc. | | | | | |
7.13%, due 02/15/2015 | | 855 | | 718 | |
Universal Hospital Services, Inc. | | | | | |
5.94%, due 06/01/2015 * | | 290 | | 177 | |
8.50%, due 06/01/2015 | | 1,435 | | 1,019 | |
VWR Funding, Inc. | | | | | |
10.25%, due 07/15/2015 | | 845 | | 532 | |
Health Care Providers & Services (5.6%) | | | | | |
Community Health Systems, Inc. | | | | | |
8.88%, due 07/15/2015 ^ | | 3,505 | | 3,225 | |
Davita, Inc. | | | | | |
6.63%, due 03/15/2013 | | 585 | | 556 | |
Davita, Inc. | | | | | |
7.25%, due 03/15/2015 ^ | | 2,013 | | 1,912 | |
HCA, Inc. | | | | | |
6.38%, due 01/15/2015 | | 1,550 | | 946 | |
9.25%, due 11/15/2016 ^ | | 5,745 | | 5,270 | |
Psychiatric Solutions, Inc. | | | | | |
7.75%, due 07/15/2015 | | 1,390 | | 1,022 | |
US Oncology, Inc. | | | | | |
10.75%, due 08/15/2014 | | 1,495 | | 1,218 | |
Hotels, Restaurants & Leisure (3.7%) | | | | | |
Boyd Gaming Corp. | | | | | |
6.75%, due 04/15/2014 ^ | | 1,820 | | 1,147 | |
Fontainebleau Las Vegas Capital Corp. | | | | | |
11.00%, due 06/15/2015 —144A Ђ | | 900 | | 88 | |
Harrah’s Operating Co., Inc. | | | | | |
10.00%, due 12/15/2018 -144A § | | 926 | | 338 | |
10.75%, due 02/01/2016 -144A | | 4,036 | | 1,150 | |
Mandalay Resort Group | | | | | |
9.38%, due 02/15/2010 | | 1,670 | | 1,219 | |
MGM Mirage, Inc. | | | | | |
5.88%, due 02/27/2014 ^ | | 975 | | 624 | |
6.75%, due 04/01/2013 ^ | | 485 | | 325 | |
8.38%, due 02/01/2011 ^ | | 1,775 | | 1,056 | |
8.50%, due 09/15/2010 | | 765 | | 643 | |
Pinnacle Entertainment, Inc. | | | | | |
7.50%, due 06/15/2015 ^ | | 2,830 | | 1,640 | |
8.75%, due 10/01/2013 | | 110 | | 87 | |
Station Casinos, Inc. | | | | | |
6.00%, due 04/01/2012 ^ | | 490 | | 98 | |
6.50%, due 02/01/2014 | | 2,290 | | 132 | |
6.88%, due 03/01/2016 | | 2,540 | | 146 | |
Trump Entertainment Resorts, Inc. | | | | | |
8.50%, due 06/01/2015 | | 3,325 | | 441 | |
Household Durables (0.3%) | | | | | |
Jarden Corp. | | | | | |
7.50%, due 05/01/2017 ^ | | 1,030 | | 703 | |
Independent Power Producers & Energy Traders (3.6%) | | | | | |
Edison Mission Energy | | | | | |
7.00%, due 05/15/2017 | | 2,145 | | 1,866 | |
Mirant North America LLC | | | | | |
7.38%, due 12/31/2013 | | 1,680 | | 1,613 | |
NRG Energy, Inc. | | | | | |
7.38%, due 02/01/2016 | | 4,745 | | 4,413 | |
Reliant Energy, Inc. | | | | | |
7.88%, due 06/15/2017 ^ | | 1,463 | | 1,185 | |
Industrial Conglomerates (0.2%) | | | | | |
AMH Holdings, Inc. | | | | | |
11.25%, due 03/01/2014 Ђ ^ | | 785 | | 436 | |
Insurance (0.2%) | | | | | |
USI Holdings Corp. | | | | | |
9.75%, due 05/15/2015 -144A § | | 1,030 | | 411 | |
Internet & Catalog Retail (0.3%) | | | | | |
Ticketmaster Entertainment, Inc. | | | | | |
10.75%, due 08/01/2016 -144A ^ | | 1,355 | | 732 | |
IT Services (1.2%) | | | | | |
Aramark Corp. | | | | | |
8.50%, due 02/01/2015 ^ | | 2,360 | | 2,136 | |
SunGard Data Systems, Inc. | | | | | |
10.25%, due 08/15/2015 ^ | | 1,588 | | 1,048 | |
| | | | | | | | | |
The notes to the financial statements are an integral part of this report.
7
| | Principal | | Value | |
Machinery (1.6%) | | | | | |
Accuride Corp. | | | | | |
8.50%, due 02/01/2015 ^ | | | $ | 1,040 | | | $ | 341 | |
Allison Transmission, Inc. | | | | | |
11.00%, due 11/01/2015 -144A ^ | | 2,435 | | 1,193 | |
Blount, Inc. | | | | | |
8.88%, due 08/01/2012 ^ | | 1,035 | | 957 | |
Case New Holland, Inc. | | | | | |
7.13%, due 03/01/2014 | | 2,230 | | 1,583 | |
Media (8.3%) | | | | | |
Allbritton Communications Co. | | | | | |
7.75%, due 12/15/2012 ^ | | 2,298 | | 1,129 | |
AMC Entertainment, Inc. | | | | | |
11.00%, due 02/01/2016 | | 985 | | 688 | |
American Media Operations, Inc. | | | | | |
10.25%, due 05/01/2009 -144A § | | 50 | | 10 | |
10.25%, due 05/01/2009 | | 1,375 | | 277 | |
Bonten Media Acquisition Co. | | | | | |
9.00%, due 06/01/2015 -144A § | | 1,345 | | 404 | |
Canwest Mediaworks, LP | | | | | |
9.25%, due 08/01/2015 -144A | | 450 | | 171 | |
CCH II Capital Corp. | | | | | |
10.25%, due 09/15/2010 ^ | | 1,095 | | 504 | |
CCO Holdings, LLC | | | | | |
8.75%, due 11/15/2013 ^ | | 4,760 | | 2,999 | |
Clear Channel Communications, Inc. | | | | | |
10.75%, due 08/01/2016 -144A | | 555 | | 114 | |
CSC Holdings, Inc. | | | | | |
6.75%, due 04/15/2012 ^ | | 1,275 | | 1,167 | |
8.50%, due 06/15/2015 -144A | | 1,115 | | 981 | |
Dex Media, Inc. | | | | | |
9.00%, due 11/15/2013 Ђ ^ | | 2,000 | | 370 | |
9.88%, due 08/15/2013 | | 1,333 | | 317 | |
DIRECTV Holdings LLC | | | | | |
7.63%, due 05/15/2016 ^ | | 3,310 | | 3,210 | |
Idearc, Inc. | | | | | |
8.00%, due 11/15/2016 | | 999 | | 75 | |
Lamar Media Corp. | | | | | |
6.63%, due 08/15/2015 ^ | | 3,295 | | 2,381 | |
LBI Media, Inc. | | | | | |
8.50%, due 08/01/2017 -144A § | | 955 | | 334 | |
Lin Television Corp. | | | | | |
6.50%, due 05/15/2013 ^ | | 2,320 | | 1,108 | |
Marquee Holdings, Inc. | | | | | |
12.00%, due 08/15/2014 Ђ | | 745 | | 380 | |
Mediacom LLC Group | | | | | |
9.50%, due 01/15/2013 | | 660 | | 498 | |
Newport Television LLC | | | | | |
13.00%, due 03/15/2017 -144A | | 1,780 | | 136 | |
Nexstar Broadcasting, Inc. | | | | | |
7.00%, due 01/15/2014 | | 1,755 | | 757 | |
Nielsen Finance LLC | | | | | |
10.00%, due 08/01/2014 ^ | | 1,090 | | 872 | |
Time Warner Cable, Inc. | | | | | |
8.75%, due 02/14/2019 ^ | | 1,215 | | 1,321 | |
Tribune Co. | | | | | |
5.25%, due 08/15/2015 ^ Џ | | 1,045 | | 47 | |
Univision Communications, Inc. | | | | | |
9.75%, due 03/15/2015 -144A | | 2,530 | | 316 | |
Young Broadcasting, Inc. | | | | | |
8.75%, due 01/15/2014 | | 535 | | 5 | |
Metals & Mining (2.8%) | | | | | |
Corp. Nacional del Cobre de Chile - Codelco | | | | | |
5.63%, due 09/21/2035 Reg S | | 1,563 | | 1,280 | |
FMG Finance Property, Ltd. | | | | | |
10.63%, due 09/01/2016 -144A | | 2,515 | | 1,459 | |
Freeport-McMoRan Copper & Gold, Inc. | | | | | |
7.08%, due 04/01/2015 ^ * | | 790 | | 521 | |
8.38%, due 04/01/2017 | | 3,970 | | 3,256 | |
Rio Tinto Finance USA, Ltd. | | | | | |
5.88%, due 07/15/2013 ^ | | 655 | | 522 | |
Oil, Gas & Consumable Fuels (10.4%) | | | | | |
Arch Western Finance LLC | | | | | |
6.75%, due 07/01/2013 Ђ | | 1,120 | | 974 | |
Atlas Pipeline Partners, LP | | | | | |
8.13%, due 12/15/2015 | | 1,025 | | 692 | |
8.75%, due 06/15/2018 -144A | | 935 | | 612 | |
Chaparral Energy, Inc. | | | | | |
8.88%, due 02/01/2017 Ђ | | 1,745 | | 349 | |
Chesapeake Energy Corp. | | | | | |
6.38%, due 06/15/2015 ^ | | 2,505 | | 1,980 | |
7.00%, due 08/15/2014 ^ | | 615 | | 510 | |
Dynegy Holdings, Inc. | | | | | |
7.50%, due 06/01/2015 | | 960 | | 672 | |
7.75%, due 06/01/2019 | | 630 | | 435 | |
El Paso Corp. | | | | | |
7.25%, due 06/01/2018 | | 875 | | 694 | |
Forest Oil Corp. | | | | | |
7.25%, due 06/15/2019 -144A | | 240 | | 175 | |
7.25%, due 06/15/2019 ^ | | 2,555 | | 1,866 | |
Hilcorp Energy I LP | | | | | |
7.75%, due 11/01/2015 -144A | | 170 | | 120 | |
9.00%, due 06/01/2016 -144A | | 1,510 | | 1,080 | |
Kazmunaigaz Finance Sub BV | | | | | |
8.38%, due 07/02/2013 -144A | | 1,525 | | 1,190 | |
9.13%, due 07/02/2018 -144A | | 437 | | 284 | |
Mariner Energy, Inc. | | | | | |
8.00%, due 05/15/2017 | | 1,475 | | 767 | |
Morgan Stanley Bank AG | | | | | |
9.63%, due 03/01/2013 Reg S | | 630 | | 573 | |
9.63%, due 03/01/2013 -144A | | 920 | | 828 | |
Naftogaz Ukrainy | | | | | |
8.13%, due 09/30/2009 | | 500 | | 223 | |
Newfield Exploration Co. | | | | | |
6.63%, due 09/01/2014 | | 1,740 | | 1,416 | |
Opti Canada, Inc. | | | | | |
8.25%, due 12/15/2014 ^ | | 2,530 | | 1,366 | |
Peabody Energy Corp. | | | | | |
5.88%, due 04/15/2016 | | 820 | | 697 | |
7.38%, due 11/01/2016 | | 1,935 | | 1,820 | |
Pemex Project Funding Master Trust | | | | | |
5.75%, due 03/01/2018 -144A ^ | | 813 | | 717 | |
6.63%, due 06/15/2035 -144A | | 28 | | 24 | |
Petroleos de Venezuela SA | | | | | |
5.25%, due 04/12/2017 Reg S | | 568 | | 204 | |
Petroleum Co. of Trinidad & Tobago, Ltd. | | | | | |
6.00%, due 05/08/2022 -144A | | 382 | | 315 | |
Plains Exploration & Production Co. | | | | | |
7.00%, due 03/15/2017 | | 2,625 | | 1,798 | |
Quicksilver Resources, Inc. | | | | | |
7.13%, due 04/01/2016 ^ | | 2,400 | | 1,284 | |
8.25%, due 08/01/2015 | | 560 | | 356 | |
| | | | | | | | | |
The notes to the financial statements are an integral part of this report.
8
| | Principal | | Value | |
Oil, Gas & Consumable Fuels (continued) | | | | | |
Range Resources Corp. | | | | | |
7.50%, due 05/15/2016 | | $ | 210 | | $ | 182 | |
Sandridge Energy, Inc. | | | | | |
8.00%, due 06/01/2018 -144A | | 1,065 | | 591 | |
8.63%, due 04/01/2015 | | 480 | | 252 | |
Transcontinental Gas Pipe Line Corp. | | | | | |
7.00%, due 08/15/2011 | | 289 | | 284 | |
Williams Partners, LP | | | | | |
7.25%, due 02/01/2017 | | 1,030 | | 814 | |
Paper & Forest Products (1.7%) | | | | | |
Buckeye Technologies, Inc. | | | | | |
8.50%, due 10/01/2013 | | 2,345 | | 1,993 | |
Georgia-Pacific LLC | | | | | |
7.13%, due 01/15/2017 -144A ^ | | 1,115 | | 937 | |
8.00%, due 01/15/2024 | | 495 | | 334 | |
Millar Western Forest Products, Ltd. | | | | | |
7.75%, due 11/15/2013 | | 1,545 | | 773 | |
Newpage Corp. | | | | | |
10.00%, due 05/01/2012 | | 425 | | 187 | |
Real Estate Investment Trusts (0.8%) | | | | | |
Host Hotels & Resorts, Inc. | | | | | |
7.13%, due 11/01/2013 ^ | | 1,680 | | 1,352 | |
Host Hotels & Resorts, LP | | | | | |
6.75%, due 06/01/2016 ^ | | 760 | | 555 | |
Real Estate Management & Development (0.1%) | | | | | |
Newland International Properties Corp. | | | | | |
9.50%, due 11/15/2014 -144A | | 869 | | 348 | |
Road & Rail (0.5%) | | | | | |
Hertz Corp. | | | | | |
8.88%, due 01/01/2014 ^ | | 1,955 | | 1,202 | |
Semiconductors & Semiconductor Equipment (0.4%) | | | | | |
Avago Technologies Finance Pte | | | | | |
11.88%, due 12/01/2015 | | 815 | | 566 | |
Freescale Semiconductor, Inc. | | | | | |
8.88%, due 12/15/2014 ^ | | 805 | | 354 | |
Spansion, Inc. | | | | | |
11.25%, due 01/15/2016 -144A | | 1,240 | | 87 | |
Software (0.5%) | | | | | |
First Data Corp. | | | | | |
9.88%, due 09/24/2015 ^ | | 1,970 | | 1,192 | |
Specialty Retail (1.3%) | | | | | |
AmeriGas Partners, LP | | | | | |
7.13%, due 05/20/2016 | | 1,325 | | 1,060 | |
Collective Brands, Inc. | | | | | |
8.25%, due 08/01/2013 | | 760 | | 574 | |
Inergy, LP/Inergy Finance Corp. | | | | | |
6.88%, due 12/15/2014 | | 1,515 | | 1,181 | |
Sally Holdings LLC | | | | | |
10.50%, due 11/15/2016 ^ | | 810 | | 551 | |
Tobacco (0.6%) | | | | | |
Altria Group, Inc. | | | | | |
9.70%, due 11/10/2018 | | 1,490 | | 1,610 | |
Transportation Infrastructure (0.2%) | | | | | |
TGI International, Ltd. | | | | | |
9.50%, due 10/03/2017 -144A | | 481 | | 438 | |
Wireless Telecommunication Services (1.5%) | | | | | |
ALLTEL Corp. | | | | | |
6.50%, due 11/01/2013 | | 555 | | 544 | |
7.00%, due 07/01/2012 | | 1,629 | | 1,620 | |
Metropcs Communications, Inc. | | | | | |
9.25%, due 11/01/2014 | | 945 | | 846 | |
Sprint Nextel Corp. | | | | | |
1.87%, due 06/28/2010 * | | 550 | | 461 | |
VIP Finance | | | | | |
8.38%, due 04/30/2013 -144A | | 348 | | 223 | |
Total Corporate Debt Securities (cost $261,703) | | | | 189,436 | |
| | | | | |
| | Shares | | | |
PREFERRED STOCKS (0.6%) | | | | | |
Diversified Financial Services (0.6%) | | | | | |
Bank of America Corp., 8.63% p | | 69,050 | | 1,366 | |
Preferred Blocker, Inc., 7.00% -144A p * | | 707 | | 119 | |
Total Preferred Stocks (cost $1,949) | | | | 1,485 | |
| | | | | |
COMMON STOCKS (1.0%) | | | | | |
Diversified Telecommunication Services (0.2%) | | | | | |
Windstream Corp. ^ | | 50,000 | | 460 | |
Hotels, Restaurants & Leisure (0.3%) | | | | | |
MGM Mirage, Inc. ‡ ^ | | 8,000 | | 110 | |
Pinnacle Entertainment, Inc. ‡ ^ | | 68,100 | | 523 | |
Media (0.5%) | | | | | |
Cablevision Systems Corp. -Class A ^ | | 12,700 | | 214 | |
Comcast Corp. -Class A | | 45,900 | | 775 | |
Time Warner Cable, Inc. -Class A ‡ ^ | | 16,700 | | 358 | |
Oil, Gas & Consumable Fuels (0.0%) | | | | | |
Chevron Corp. | | 1,100 | | 81 | |
Total Common Stocks (cost $4,024) | | | | 2,521 | |
| | | | | | | |
| | Principal | | | |
LOAN ASSIGNMENTS (5.8%) | | | | | |
Airlines (0.5%) | | | | | |
Hawker Beechcraft Acquisition Company LLC | | | | | |
3.00%, due 03/26/2014 * | | $ | 2,723 | | 1,431 | |
Auto Components (0.5%) | | | | | |
Allison Transmission, Inc. | | | | | |
5.00%, due 08/07/2014 | | 1,053 | | 594 | |
Federal-Mogul Corp. | | | | | |
3.00%, due 12/27/2014 | | 1,221 | | 545 | |
Automobiles (1.0%) | | | | | |
Accuride Corporation | | | | | |
6.00%, due 01/31/2012 | | 181 | | 125 | |
Dayco Products, LLC | | | | | |
11.00%, due 12/31/2011 § | | 1,210 | | 115 | |
Ford Motor Co. | | | | | |
5.00%, due 12/16/2013 | | 2,927 | | 1,192 | |
General Motors Corporation | | | | | |
6.00%, due 11/29/2013 | | 2,001 | | 920 | |
Broadcasting (0.2%) | | | | | |
Nielsen Finance LLC | | | | | |
4.00%, due 08/09/2013 | | 631 | | 430 | |
Energy Equipment & Services (1.1%) | | | | | |
NRG Energy, Inc. | | | | | |
3.00%, due 02/01/2013 | | 1,143 | | 996 | |
TXU Corporation | | | | | |
5.00%, due 10/10/2014 | | 2,241 | | 1,564 | |
Health Care Providers & Services (0.4%) | | | | | |
Community Health Systems, Inc. | | | | | |
2.00%, due 07/25/2014 * | | 25 | | 3 | |
4.00%, due 07/25/2014 * | | 494 | | 387 | |
HCA, Inc. | | | | | |
4.00%, due 11/18/2013 | | 882 | | 697 | |
Hotels, Restaurants & Leisure (0.1%) | | | | | |
Green Valley Ranch Gaming, LLC | | | | | |
5.00%, due 08/16/2014 § | | 1,626 | | 219 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
9
| | Principal | | Value | |
Loan Assignments (continued) | | | | | |
Independent Power Producers & Energy Traders (0.4%) | | | | | |
Calpine Corp. | | | | | |
4.00%, due 03/29/2014 | | $ | 1,302 | | $ | 966 | |
IT Services (0.5%) | | | | | |
First Data Corp. | | | | | |
3.00%, due 09/24/2014 | | 1,564 | | 1,013 | |
Freescale Semiconductor, Inc. | | | | | |
4.00%, due 11/29/2013 | | 586 | | 343 | |
Media (0.9%) | | | | | |
Charter Communications Operating, LLC | | | | | |
5.00%, due 03/06/2014 | | 541 | | 400 | |
CSC Holdings, Inc. | | | | | |
3.00%, due 03/29/2013 | | 997 | | 856 | |
Gray Television, Inc. | | | | | |
2.66%, due 12/31/2014 | | 518 | | 207 | |
Tribune Company | | | | | |
5.00%, due 05/17/2014 | | 1,866 | | 362 | |
Young Broadcasting, Inc. | | | | | |
5.00%, due 11/03/2012 | | 1,627 | | 605 | |
Paper & Forest Products (0.1%) | | | | | |
Abitibi-Consolidated, Inc. | | | | | |
12.00%, due 03/31/2009 | | 409 | | 305 | |
Specialty Retail (0.1%) | | | | | |
Michaels Stores, Inc. | | | | | |
4.00%, due 10/31/2013 | | 419 | | 220 | |
Total Loan Assignments (cost $23,803) | | | | 14,495 | |
| | | | | | | |
REPURCHASE AGREEMENTS (5.0%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $12,576 on 01/02/2009 à • | | | 12,576 | | | 12,576 | |
Total Repurchase Agreements (cost $12,576) | | | | 12,576 | |
| | | | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (10.6%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 26,545,103 | | 26,545 | |
Total Securities Lending Collateral (cost $26,545) | | | | 26,545 | |
| | | | | |
Total Investment Securities (cost $365,191) # | | | | $ | 267,691 | |
| | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
* | Floating or variable rate note. Rate is listed as of 12/31/2008. |
Ī | IO - Interest Only. |
§ | Illiquid. These securities aggregated $7,374, or 2.94% of the Fund’s net assets. |
^ | All or a portion of this security is on loan. The value of all securities on loan is $25,977. |
Ђ | Step bond. Interest rate may increase or decrease as the credit rating changes. |
¡ | Coupon rate is fixed for a predetermined period of time and then converts to a floating rate until maturity/call date. Rate is listed as of 12/31/2008. |
Џ | In default. |
Ž | The security has a perpetual maturity. The date shown is the next call date. |
‡ | Non-income producing security. |
• | Repurchase agreement is collateralized by U.S. Government Agency Obligations with interest rates ranging from 4.57% to 4.74%, maturity dates of 07/01/2034, and with market values plus accrued interests of $12,828. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
p | Interest rate shown reflects the yield at 12/31/2008. |
# | Aggregate cost for federal income tax purposes is $366,150. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $1,608 and $100,067, respectively. Net unrealized depreciation for tax purposes is $98,459. |
Ә | Security fair valued as determined in good faith in accordance with procedures established by the Trust’s Board of Trustees. |
DEFINITIONS:
144A | 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities are deemed to be liquid for purposes of compliance limitations on holdings of illiquid securities and may be resold as transactions exempt from registration, normally to qualified institutional buyers. At 12/31/2008, these securities aggregated $31,467, or 12.56%, of the Fund’s net assets. |
LLC | Limited Liability Corporation |
LP | Limited Partnership |
PLC | Public Limited Company |
EUR | Euro |
The notes to the financial statements are an integral part of this report.
10
At December 31, 2008
(all amounts in thousands)
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | | | | | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | | | | | | | |
$ | 30,432 | | $ | 232,920 | | $ | 4,339 | | $ | 267,691 | | | | | | | |
| | | | | | | | | | | | | | | | | |
The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Fund during the year ending December 31, 2008:
Beginning Balance at 12/31/2007 | | Net Purchases/ (Sales) | | Accrued Discounts/ (Premiums) | | Total Realized Gain/ (Loss) | | Total Unrealized Appreciation/ (depreciation) | | Net Transfers In/(Out) of Level 3 | | Ending Balance at 12/31/2008 | |
$ | 5,581 | | $ | (19 | ) | $ | (46 | ) | $ | 4 | | $ | (4,174 | ) | $ | 2,993 | | $ | 4,339 | |
| | | | | | | | | | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
11
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $365,191) (including securities loaned of $25,977) | | $ | 267,691 | |
Cash | | 865 | |
Foreign currency (cost: $41) | | 43 | |
Receivables: | | | |
Investment securities sold | | 4,244 | |
Shares sold | | 1,024 | |
Interest | | 6,710 | |
Income from loaned securities | | 315 | |
Dividends | | 13 | |
| | 280,905 | |
Liabilities: | | | |
Investment securities purchased | | 3,548 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 126 | |
Management and advisory fees | | 152 | |
Distribution and service fees | | 1 | |
Administration fees | | 4 | |
Payable for collateral for securities on loan | | 26,545 | |
Other | | 46 | |
| | 30,422 | |
Net Assets | | $ | 250,483 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 427 | |
Additional paid-in capital | | 347,876 | |
Undistributed net investment income | | 25,689 | |
Accumulated net realized loss from investment securities and foreign currency transactions | | (26,035 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (97,500 | ) |
Translation of assets and liabilities denominated in foreign currencies | | 26 | |
Net Assets | | $ | 250,483 | |
Net Assets by Class: | | | |
Initial Class | | $ | 244,866 | |
Service Class | | 5,617 | |
Shares Outstanding: | | | |
Initial Class | | 41,731 | |
Service Class | | 946 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 5.87 | |
Service Class | | 5.94 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends | | $ | 204 | |
Interest | | 27,658 | |
Income from loaned securities-net | | 192 | |
| | 28,054 | |
Expenses: | | | |
Management and advisory fees | | 2,132 | |
Printing and shareholder reports | | 16 | |
Custody fees | | 75 | |
Administration fees | | 59 | |
Legal fees | | 12 | |
Audit fees | | 18 | |
Trustees fees | | 8 | |
Transfer agent fees | | 5 | |
Distribution and service fees: | | | |
Service Class | | 19 | |
Other | | 6 | |
Total expenses | | 2,350 | |
| | | |
Net Investment Income | | 25,704 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (23,930 | ) |
Foreign currency transactions | | (15 | ) |
| | (23,945 | ) |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (85,813 | ) |
Translation of assets and liabilities denominated in foreign currencies | | 26 | |
| | (85,787 | ) |
Net Realized and Unrealized Loss | | (109,732 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (84,028 | ) |
The notes to the financial statements are an integral part of this report.
12
STATEMENT OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 25,704 | | $ | 25,595 | |
Net realized gain (loss) from investment securities and foreign currency transactions | | (23,945 | ) | 3,987 | |
Change in net unrealized depreciation on investment securities and foreign currency translation | | (85,787 | ) | (21,878 | ) |
Net increase (decrease) in net assets resulting from operations | | (84,028 | ) | 7,704 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (25,466 | ) | (29,867 | ) |
Service Class | | (632 | ) | (909 | ) |
| | (26,098 | ) | (30,776 | ) |
From net realized gains: | | | | | |
Initial Class | | (5,013 | ) | (17 | ) |
Service Class | | (131 | ) | (1 | ) |
| | (5,144 | ) | (18 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 64,561 | | 51,999 | |
Service Class | | 4,873 | | 14,511 | |
| | 69,434 | | 66,510 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 30,479 | | 29,885 | |
Service Class | | 763 | | 909 | |
| | 31,242 | | 30,794 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (46,486 | ) | (129,018 | ) |
Service Class | | (7,358 | ) | (14,829 | ) |
| | (53,844 | ) | (143,847 | ) |
Net increase (decrease) in net assets from capital shares transactions | | 46,832 | | (46,543 | ) |
Net decrease in net assets | | (68,438 | ) | (69,633 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 318,921 | | 388,554 | |
End of year | | $ | 250,483 | | $ | 318,921 | |
Undistributed Net Investment Income | | $ | 25,689 | | $ | 26,099 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 8,476 | | 5,602 | |
Service Class | | 637 | | 1,555 | |
| | 9,113 | | 7,157 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 4,010 | | 3,492 | |
Service Class | | 99 | | 105 | |
| | 4,109 | | 3,597 | |
Shares redeemed: | | | | | |
Initial Class | | (6,083 | ) | (13,702 | ) |
Service Class | | (926 | ) | (1,578 | ) |
| | (7,009 | ) | (15,280 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | 6,403 | | (4,608 | ) |
Service Class | | (190 | ) | 82 | |
| | 6,213 | | (4,526 | ) |
The notes to the financial statements are an integral part of this report.
13
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 8.74 | | $ | 9.48 | | $ | 9.62 | | $ | 10.54 | | $ | 10.28 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.67 | | 0.68 | | 0.69 | | 0.70 | | 0.77 | |
Net realized and unrealized gain (loss) | | (2.68 | ) | (0.52 | ) | 0.29 | | (0.51 | ) | 0.18 | |
Total operations | | (2.01 | ) | 0.16 | | 0.98 | | 0.19 | | 0.95 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.72 | ) | (0.90 | ) | (1.00 | ) | (0.85 | ) | (0.65 | ) |
From net realized gains | | (0.14 | ) | — | (b) | (0.12 | ) | (0.26 | ) | (0.04 | ) |
Total distributions | | (0.86 | ) | (0.90 | ) | (1.12 | ) | (1.11 | ) | (0.69 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 5.87 | | $ | 8.74 | | $ | 9.48 | | $ | 9.62 | | $ | 10.54 | |
Total Return(c) | | (25.20 | )% | 1.85 | % | 10.95 | % | 1.81 | % | 9.77 | % |
Net Assets End of Year (000’s) | | $ | 244,866 | | $ | 308,893 | | $ | 378,471 | | $ | 421,010 | | $ | 647,277 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.79 | % | 0.81 | % | 0.82 | % | 0.83 | % | 0.82 | % |
Net investment income, to average net assets | | 8.73 | % | 7.25 | % | 7.16 | % | 6.92 | % | 7.51 | % |
Portfolio turnover rate | | 59 | % | 70 | % | 96 | % | 51 | % | 71 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 8.83 | | $ | 9.56 | | $ | 9.70 | | $ | 10.64 | | $ | 10.37 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.66 | | 0.66 | | 0.67 | | 0.68 | | 0.75 | |
Net realized and unrealized gain (loss) | | (2.72 | ) | (0.51 | ) | 0.29 | | (0.52 | ) | 0.18 | |
Total operations | | (2.06 | ) | 0.15 | | 0.96 | | 0.16 | | 0.93 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.69 | ) | (0.88 | ) | (0.98 | ) | (0.84 | ) | (0.62 | ) |
From net realized gains | | (0.14 | ) | — | (b) | (0.12 | ) | (0.26 | ) | (0.04 | ) |
Total distributions | | (0.83 | ) | (0.88 | ) | (1.10 | ) | (1.10 | ) | (0.66 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 5.94 | | $ | 8.83 | | $ | 9.56 | | $ | 9.70 | | $ | 10.64 | |
Total Return(c) | | (25.46 | )% | 1.73 | % | 10.62 | % | 1.50 | % | 9.50 | % |
Net Assets End of Year (000’s) | | $ | 5,617 | | $ | 10,028 | | $ | 10,083 | | $ | 7,825 | | $ | 5,009 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.04 | % | 1.06 | % | 1.07 | % | 1.08 | % | 1.07 | % |
Net investment income, to average net assets | | 8.26 | % | 7.01 | % | 6.91 | % | 6.66 | % | 7.25 | % |
Portfolio turnover rate | | 59 | % | 70 | % | 96 | % | 51 | % | 71 | % |
(a) | Calculation is based on average number of shares outstanding. |
(b) | Rounds to less than ($0.01) or $0.01. |
(c) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
14
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, MFS High Yield also changed its name to Transamerica MFS High Yield VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
15
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
There were no recaptured commissions during the year ended December 31, 2008.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street Bank & Trust Company (“State Street”) acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. As of the close of business on September 17, 2008, Lehman Brothers, Inc. was in default of their borrowing agreement with the Fund’s securities lending agent, State Street. Upon declaring the Lehman borrower entities to be in default, State Street seized the collateral held against Lehman’s outstanding loan positions with the Fund, and used it to buy the loaned secutities on the open market. Two high yield bonds remain on-loan as of December 31, 2008, and are adequately collateralized. State Street as agent, continues in its efforts to settle the two outstanding positions. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Real Estate Investment Trusts (“REITs”): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates.
Dividend income is recorded at management’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year end and may differ from the estimated amounts.
Loan participations/assignments: The Fund may purchase participations/ assignments in commercial loans. Such indebtedness may be secured or unsecured. These investments may include standby financing commitments, including revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand.
Loan participations/ assignments involve risks of insolvency of the lending bank or other financial intermediaries. As such, the Fund assumes the credit risk associated with the corporate borrower and may assume the credit risk associated with the interposed bank or other financial intermediary.
The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments. Loan participations typically represent direct participation in a loan to a corporate borrower, and generally are offered by banks or other financial institutions or lending syndicates. The Fund may participate in such syndications, or can buy part of a loan, becoming a part lender. A loan is often administered by an agent bank acting as agent for all holders. The agent bank administers the terms of the loan, as specified in the loan agreement. In addition, the agent bank is normally responsible for the collection of principal and interest payments from the corporate borrower and the apportionment of these payments to the credit of all institutions that are parties to the loan agreement, unless, under the terms of the loan or other indebtedness, the Fund has direct recourse against the corporate borrower, the Fund may have to rely on the agent bank or other financial intermediary to apply appropriate credit remedies against a corporate borrower.
Unfunded Commitments: At December 31, 2008, the Fund had the following unfunded loan commitment:
Borrower | | Unfunded Commitment | | Unrealized Depreciation | |
Community Health Systems, Inc. 2.00% due 07/25/2014 | | $ | 17 | | $ | (5 | ) |
| | | | | | | |
The commitment is available until the maturity date of the security.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
16
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Foreign currency denominated assets may involve risks not typically associated with domestic transactions. These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
Transamerica Asset Allocation-Conservative VP | | $ | 40,097 | | 16.00 | % |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 68,124 | | 27.19 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 63,833 | | 25.47 | |
| | | | | |
Total | | $ | 172,054 | | 68.66 | % |
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $250 million | | 0.725 | % |
Over $250 million up to $500 million | | 0.715 | % |
Over $500 million up to $750 million | | 0.71 | % |
Over $750 million up to $1 billion | | 0.68 | % |
Over $1 billion | | 0.67 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
17
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”).
Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $10 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 197,824 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 162,360 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | (16 | ) |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | 16 | |
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
| | | | |
$ | 18,785 | | December 31, 2016 | |
18
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. (continued)
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 30,776 | |
Long-term Capital Gain | | 18 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 28,725 | |
Long-term Capital Gain | | 2,517 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 25,691 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (18,785 | ) |
Post October Capital Loss Deferral | | $ | (6,291 | ) |
Post October Currency Loss Deferral | | $ | (2 | ) |
Net Unrealized Appreciation (Depreciation) | | $ | (98,433 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
19
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica MFS High Yield VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica MFS High Yield VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
20
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $2,517 for the year ended December 31, 2008.
21
Transamerica MFS International Equity VP
(unaudited)
MARKET ENVIRONMENT
The U.S. economy and financial markets experienced significant deterioration and extraordinary volatility over the reporting period. U.S. economic growth slowed significantly, despite the short-term bounce from the second quarter fiscal stimulus. Strong domestic headwinds included accelerated deterioration in the housing market, anemic corporate investment, a markedly weaker job market, and a much tighter credit environment. During the second half of the period, a seemingly continuous series of tumultuous financial events hammered markets, including: the distressed sale of failing Bear Stearns to JPMorgan; the conservatorship of Government Sponsored Enterprises (“GSEs”) Fannie Mae and Freddie Mac; the bankruptcy of investment bank Lehman Brothers; the Federal Reserve Board’s (“Fed”) complex intervention of insurance company American International Group, Inc. (“AIG”); the nationalization of several large European banks; the failure of Washington Mutual; and the distressed sale of Wachovia. As a result of this barrage of turbulent news, global equity markets pushed significantly lower and credit markets witnessed the worst dislocation since the beginning of the credit crisis.
While reasonably resilient during the first half of the period, the global economy and financial system increasingly experienced considerable negative spillovers from the U.S. slowdown. Not only did Europe and Japan show obvious signs of economic softening, the more powerful engine of global growth —emerging markets — also began to display weakening dynamics.
During the reporting period, the Fed cut interest rates aggressively and introduced a multitude of new lending facilities to alleviate ever-tightening credit markets, while the U.S. federal government moved quickly to design and implement a meaningful fiscal stimulus package. Although several other global central banks also cut rates, the dilemma of rising energy and food prices heightened concerns among central bankers that inflationary expectations might become unhinged despite weaker growth. Only late in the reporting period did slowing global growth result in a precipitous decline in commodity prices, which began to ease inflation and inflationary expectations. As inflationary concerns diminished in the face of global de-leveraging, and equity and credit markets deteriorated more sharply, a coordinated rate cut marked the beginning of much more aggressive easing by the major global central banks.
PERFORMANCE
For the year ended December 31, 2008, Transamerica MFS International Equity VP Initial Class returned (35.29)%. By comparison its benchmark, Morgan Stanley Capital International — Europe, Australasia, Far East Index (“MSCI-EAFE”), returned (43.06)%.
STRATEGY REVIEW
A combination of stock selection and an underweighted position in the financial services sector was the primary contributor to performance relative to the index. A key factor in positive relative performance within this sector was our decision not to hold poor-performing financial services firm Royal Bank of Scotland (U.K.).
Stock selection in the basic materials sector was another positive factor during the reporting period. Within this sector, our overweight positions in Givaudan SA and Shin-Etsu Chemical Co., Ltd. were among the portfolio’s top relative contributors.
An overweight position in the consumer staples sector boosted relative performance. The portfolio’s holdings of Nestle SA and KAO Corp. were among the top relative contributors within this sector.
Elsewhere, the portfolio’s greater relative weightings in Roche Holding AG, Synthes, Inc., Actelion, Ltd., and GDF Suez helped provide positive relative performance.
An underweight position in the utilities and communications sector detracted from relative performance. Our decision to not hold positions in Spanish telecommunications company Telefonica or Tokyo Electric Power also detracted from the portfolio’s performance.
Stock selection in the retailing sector also dampened relative returns. British luxury clothing retailer Burberry Group PLC was among the top relative detractors within the sector.
In other sectors, our overweight position in financial services firm Erste Group Bank AG detracted from relative performance. The portfolio’s holdings of U.K. gaming operator William Hill PLC, Heineken NV, and postal system operator TNT NV also hurt. Compared to the index not having a holding in Novartis, Volkswagen, or BP PLC also held back relative returns.
David R. Mannheim
Marcus L. Smith
Co-Portfolio Managers
MFS® Investment Management
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (35.29 | )% | 2.33 | % | (1.04 | )% | 0.74 | % | 01/02/1997 | |
MSCI-EAFE * | | (43.06 | )% | 2.10 | % | 1.18 | % | 2.72 | % | 01/02/1997 | |
Service Class | | (35.54 | )% | 2.07 | % | N/A | | 6.24 | % | 05/01/2003 | |
NOTES
* The Morgan Stanley Capital International-Europe, Australasia, and Far East (MSCI-EAFE) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
International investing involves special risks including fluctuations, political instability and different accounting standards. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 700.76 | | 1.06 | % | $ | 4.53 | |
Hypothetical (b) | | 1,000.00 | | 1,019.81 | | 1.06 | | 5.38 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 699.44 | | 1.31 | | 5.60 | |
Hypothetical (b) | | 1,000.00 | | 1,018.55 | | 1.31 | | 6.65 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Region
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by region of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (99.4%) | | | | | |
Australia (0.4%) | | | | | |
QBE Insurance Group, Ltd. ^ | | 40,560 | | $ | 733 | |
Austria (1.0%) | | | | | |
Erste Group Bank AG ^ | | 74,530 | | 1,735 | |
Bermuda (0.7%) | | | | | |
Li & Fung, Ltd. | | 686,000 | | 1,186 | |
Brazil (0.2%) | | | | | |
Unibanco - Uniao de Bancos Brasileiros SA ADR | | 6,200 | | 401 | |
Canada (1.2%) | | | | | |
Canadian National Railway Co. | | 57,340 | | 2,108 | |
Czech Republic (0.8%) | | | | | |
Komercni Banka AS | | 8,500 | | 1,385 | |
France (19.9%) | | | | | |
Air Liquide SA | | 32,919 | | 3,015 | |
AXA SA | | 206,360 | | 4,632 | |
GDF Suez | | 101,600 | | 5,043 | |
Legrand SA ^ | | 114,590 | | 2,194 | |
LVMH Moet Hennessy Louis Vuitton SA | | 85,530 | | 5,732 | |
Pernod-Ricard SA ^ | | 43,782 | | 3,252 | |
Schneider Electric SA ^ | | 64,510 | | 4,803 | |
Total SA | | 79,540 | | 4,373 | |
Vivendi | | 48,460 | | 1,579 | |
Germany (9.9%) | | | | | |
Bayer AG | | 65,630 | | 3,824 | |
Deutsche Boerse AG | | 23,060 | | 1,668 | |
E.ON AG | | 58,468 | | 2,296 | |
Linde AG | | 59,750 | | 5,015 | |
Merck KGAA | | 37,370 | | 3,343 | |
SAP AG | | 28,900 | | 1,049 | |
India (0.9%) | | | | | |
Infosys Technologies, Ltd. ADR ^ | | 65,170 | | 1,601 | |
Italy (0.8%) | | | | | |
Intesa Sanpaolo SpA | | 383,299 | | 1,392 | |
Japan (15.3%) | | | | | |
AEON Credit Service Co., Ltd. ^ | | 102,700 | | 1,083 | |
Canon, Inc. | | 173,000 | | 5,481 | |
Fanuc, Ltd. | | 29,700 | | 2,129 | |
Hirose Electric Co., Ltd. ^ | | 13,000 | | 1,315 | |
Hoya Corp. ^ | | 157,000 | | 2,742 | |
INPEX Corp. ^ | | 444 | | 3,540 | |
KAO Corp. | | 155,000 | | 4,708 | |
Konica Minolta Holdings, Inc. | | 58,500 | | 455 | |
Omron Corp. ^ | | 43,500 | | 584 | |
Shin-Etsu Chemical Co., Ltd. | | 90,700 | | 4,186 | |
Tokyo Electron, Ltd. | | 16,600 | | 584 | |
Jersey, C.I. (1.6%) | | | | | |
WPP PLC | | 463,784 | | 2,712 | |
Korea, Republic of (0.9%) | | | | | |
Samsung Electronics Co., Ltd. | | 4,530 | | 1,652 | |
Mexico (1.2%) | | | | | |
America Movil SAB de CV -Series L ADR | | 38,620 | | 1,197 | |
Grupo Modelo SAB de CV -Series C ^ | | 285,600 | | 903 | |
Netherlands (7.2%) | | | | | |
AKZO Nobel NV | | 23,280 | | 960 | |
ASML Holding NV | | 55,833 | | 1,007 | |
Heineken NV | | 148,550 | | 4,548 | |
TNT NV | | 144,040 | | 2,798 | |
Wolters Kluwer NV | | 167,920 | | 3,184 | |
Singapore (1.1%) | | | | | |
Singapore Telecommunications, Ltd. | | 1,071,700 | | 1,910 | |
South Africa (0.6%) | | | | | |
MTN Group, Ltd. | | 92,410 | | 1,090 | |
Switzerland (17.7%) | | | | | |
Actelion, Ltd. ‡ ^ | | 31,316 | | 1,772 | |
Compagnie Financiere Richemont SA | | 82,737 | | 1,576 | |
Givaudan SA | | 4,990 | | 3,943 | |
Julius Baer Holding AG | | 63,876 | | 2,476 | |
Nestle SA | | 237,964 | | 9,423 | |
Roche Holding AG | | 57,930 | | 8,969 | |
Sonova Holding AG ^ | | 9,975 | | 606 | |
Swiss Reinsurance | | 45,650 | | 2,235 | |
Taiwan (1.0%) | | | | | |
Taiwan Semiconductor Manufacturing Co., Ltd. ADR ^ | | 215,882 | | 1,705 | |
United Kingdom (14.7%) | | | | | |
BHP Billiton, Ltd. | | 45,150 | | 876 | |
Burberry Group PLC | | 267,670 | | 867 | |
Diageo PLC | | 307,960 | | 4,327 | |
GlaxoSmithKline PLC | | 91,940 | | 1,710 | |
HSBC Holdings PLC | | 146,000 | | 1,429 | |
Ladbrokes PLC | | 345,880 | | 929 | |
Reckitt Benckiser Group PLC | | 151,300 | | 5,669 | |
Royal Dutch Shell PLC -Class A | | 131,160 | | 3,446 | |
Smiths Group PLC | | 153,474 | | 1,972 | |
Standard Chartered PLC | | 150,628 | | 1,927 | |
Tesco PLC | | 239,280 | | 1,246 | |
William Hill PLC | | 439,110 | | 1,371 | |
United States (2.3%) | | | | | |
Synthes, Inc. CHF | | 31,620 | | 4,010 | |
Total Common Stocks (cost $237,067) | | | | 173,611 | |
| | | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (0.3%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $532 on 01/02/2009 à • | | $ | 532 | | 532 | |
Total Repurchase Agreement (cost $532) | | | | 532 | |
| | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (8.1%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 14,085,537 | | 14,086 | |
Total Securities Lending Collateral (cost $14,086) | | | | 14,086 | |
| | | | | |
Total Investment Securities (cost $251,685) # | | | | $ | 188,229 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
4
At December 31, 2008
(all amounts in thousands)
INVESTMENTS BY INDUSTRY (unaudited): | | Percentage of Total Investments | | Value | |
Pharmaceuticals | | 9.5 | % | $ | 17,846 | |
Chemicals | | 9.1 | % | 17,119 | |
Beverages | | 6.9 | % | 13,031 | |
Oil, Gas & Consumable Fuels | | 6.0 | % | 11,359 | |
Household Products | | 5.5 | % | 10,377 | |
Food Products | | 5.0 | % | 9,423 | |
Commercial Banks | | 4.4 | % | 8,269 | |
Textiles, Apparel & Luxury Goods | | 4.3 | % | 8,175 | |
Insurance | | 4.0 | % | 7,600 | |
Media | | 4.0 | % | 7,475 | |
Electrical Equipment | | 3.7 | % | 6,997 | |
Office Electronics | | 3.2 | % | 5,937 | |
Multi-Utilities | | 2.7 | % | 5,043 | |
Semiconductors & Semiconductor Equipment | | 2.6 | % | 4,948 | |
Electronic Equipment & Instruments | | 2.5 | % | 4,642 | |
Health Care Equipment & Supplies | | 2.5 | % | 4,616 | |
Air Freight & Logistics | | 1.5 | % | 2,798 | |
Capital Markets | | 1.3 | % | 2,476 | |
Hotels, Restaurants & Leisure | | 1.2 | % | 2,299 | |
Electric Utilities | | 1.2 | % | 2,296 | |
Wireless Telecommunication Services | | 1.2 | % | 2,286 | |
Machinery | | 1.1 | % | 2,129 | |
Road & Rail | | 1.1 | % | 2,108 | |
Industrial Conglomerates | | 1.0 | % | 1,972 | |
Diversified Telecommunication Services | | 1.0 | % | 1,910 | |
Biotechnology | | 0.9 | % | 1,772 | |
Diversified Financial Services | | 0.9 | % | 1,668 | |
IT Services | | 0.9 | % | 1,601 | |
Food & Staples Retailing | | 0.7 | % | 1,246 | |
Distributors | | 0.6 | % | 1,185 | |
Consumer Finance | | 0.6 | % | 1,083 | |
Software | | 0.6 | % | 1,049 | |
Metals & Mining | | 0.5 | % | 876 | |
Investment Securities, at Value | | 92.2 | % | 173,611 | |
Short-Term Investments | | 7.8 | % | 14,618 | |
Total Investments | | 100.0 | % | $ | 188,229 | |
NOTES TO SCHEDULE OF INVESTMENTS:
^ | All or a portion of this security is on loan. The value of all securities on loan is $13,423. |
‡ | Non-income producing security. |
• | Repurchase agreement is collateralized by a U.S. Government Agency Obligation with an interest rate of 1.55%, and a maturity date of 08/15/2036, and with a market value plus accrued interest of $545. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
p | Interest rate shown reflects the yield at 12/31/2008. |
# | Aggregate cost for federal income tax purposes is $253,835. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $1,573 and $67,179, respectively. Net unrealized depreciation for tax purposes is $65,606. |
The notes to the financial statements are an integral part of this report.
5
DEFINITIONS:
ADR | | American Depositary Receipt |
CHF | | Swiss Franc |
PLC | | Public Limited Company |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities |
$ | 23,577 | | $ | 164,652 | | $ | — | | $ | 188,229 |
| | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
6
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $251,685) (including securities loaned of $13,423) | | $ | 188,229 | |
Foreign currency (cost: $285) | | 290 | |
Receivables: | | | |
Shares sold | | 10 | |
Income from loaned securities | | 24 | |
Dividends | | 203 | |
Dividend reclaims | | 343 | |
| | 189,099 | |
Liabilities: | | | |
Investment securities purchased | | 33 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 67 | |
Management and advisory fees | | 138 | |
Distribution and service fees | | 1 | |
Administration fees | | 3 | |
Payable for collateral for securities on loan | | 14,086 | |
Other | | 90 | |
| | 14,418 | |
Net Assets | | $ | 174,681 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 351 | |
Additional paid-in capital | | 243,687 | |
Undistributed net investment income | | 4,722 | |
Accumulated net realized loss from investment securities and foreign currency transactions | | (10,640 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (63,456 | ) |
Translation of assets and liabilities denominated in foreign currencies | | 17 | |
Net Assets | | $ | 174,681 | |
Net Assets by Class: | | | |
Initial Class | | $ | 167,025 | |
Service Class | | 7,656 | |
Shares Outstanding: | | | |
Initial Class | | 33,548 | |
Service Class | | 1,556 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 4.98 | |
Service Class | | 4.92 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $842) | | $7,706 | |
Interest | | 30 | |
Income from loaned securities-net | | 290 | |
| | 8,026 | |
Expenses: | | | |
Management and advisory fees | | 2,404 | |
Printing and shareholder reports | | 32 | |
Custody fees | | 213 | |
Administration fees | | 52 | |
Legal fees | | 11 | |
Audit fees | | 18 | |
Trustees fees | | 8 | |
Transfer agent fees | | 4 | |
Registration fees | | — | (a) |
Distribution and service fees: | | | |
Service Class | | 30 | |
Other | | 6 | |
Total expenses | | 2,778 | |
| | | |
Net Investment Income | | 5,248 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (9,425 | ) |
Foreign currency transactions | | (503 | ) |
| | (9,928 | ) |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (103,550 | ) |
Translation of assets and liabilities denominated in foreign currencies | | 16 | |
| | (103,534 | ) |
Net Realized and Unrealized Loss | | (113,462 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $(108,214 | ) |
(a) Rounds to less than $1.
The notes to the financial statements are an integral part of this report.
7
STATEMENT OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 5,248 | | $ | 6,538 | |
Net realized gain (loss) from investment securities and foreign currency transactions | | (9,928 | ) | 28,349 | |
Change in net unrealized depreciation on investment securities and foreign currency translation | | (103,534 | ) | (2,551 | ) |
Net increase (decrease) in net assets resulting from operations | | (108,214 | ) | 32,336 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (4,243 | ) | (3,326 | ) |
Service Class | | (198 | ) | (106 | ) |
| | (4,441 | ) | (3,432 | ) |
From net realized gains: | | | | | |
Initial Class | | (28,126 | ) | (61,381 | ) |
Service Class | | (1,506 | ) | (2,229 | ) |
| | (29,632 | ) | (63,610 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 16,215 | | 56,188 | |
Service Class | | 5,954 | | 9,548 | |
| | 22,169 | | 65,736 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 32,369 | | 64,706 | |
Service Class | | 1,704 | | 2,336 | |
| | 34,073 | | 67,042 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (73,603 | ) | (114,698 | ) |
Service Class | | (7,635 | ) | (3,808 | ) |
| | (81,238 | ) | (118,506 | ) |
Net increase (decrease) in net assets from capital shares transactions | | (24,996 | ) | 14,272 | |
Net decrease in net assets | | (167,283 | ) | (20,434 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 341,964 | | 362,398 | |
End of year | | $ | 174,681 | | $ | 341,964 | |
Undistributed Net Investment Income | | $ | 4,722 | | $ | 3,528 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 2,262 | | 5,548 | |
Service Class | | 803 | | 971 | |
| | 3,065 | | 6,519 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 4,927 | | 7,676 | |
Service Class | | 262 | | 279 | |
| | 5,189 | | 7,955 | |
Shares redeemed: | | | | | |
Initial Class | | (10,488 | ) | (11,690 | ) |
Service Class | | (1,175 | ) | (399 | ) |
| | (11,663) | | (12,089 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | (3,299 | ) | 1,534 | |
Service Class | | (110 | ) | 851 | |
| | (3,409 | ) | 2,385 | |
The notes to the financial statements are an integral part of this report.
8
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 8.88 | | $ | 10.03 | | $ | 8.75 | | $ | 8.61 | | $ | 7.53 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.15 | | 0.18 | | 0.08 | | 0.11 | | 0.05 | |
Net realized and unrealized gain (loss) | | (3.04 | ) | 0.63 | | 1.88 | | 0.92 | | 1.03 | |
Total operations | | (2.89 | ) | 0.81 | | 1.96 | | 1.03 | | 1.08 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.13 | ) | (0.10 | ) | (0.14 | ) | (0.07 | ) | — | |
From net realized gains | | (0.88 | ) | (1.86 | ) | (0.54 | ) | (0.82 | ) | — | |
Total distributions | | (1.01 | ) | (1.96 | ) | (0.68 | ) | (0.89 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 4.98 | | $ | 8.88 | | $ | 10.03 | | $ | 8.75 | | $ | 8.61 | |
Total Return(b) | | (35.29 | )% | 9.15 | % | 23.07 | % | 12.86 | % | 14.34 | % |
Net Assets End of Year (000’s) | | $ | 167,025 | | $ | 327,306 | | $ | 354,278 | | $ | 265,260 | | $ | 235,949 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.05 | % | 1.05 | % | 1.07 | % | 1.10 | % | 1.09 | % |
Net investment income, to average net assets | | 2.03 | % | 1.77 | % | 0.79 | % | 1.30 | % | 0.70 | % |
Portfolio turnover rate | | 26 | % | 35 | % | 138 | % | 103 | % | 125 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 8.80 | | $ | 9.97 | | $ | 8.70 | | $ | 8.59 | | $ | 7.52 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.12 | | 0.12 | | 0.05 | | 0.08 | | 0.03 | |
Net realized and unrealized gain (loss) | | (3.01 | ) | 0.66 | | 1.89 | | 0.91 | | 1.04 | |
Total operations | | (2.89 | ) | 0.78 | | 1.94 | | 0.99 | | 1.07 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.11 | ) | (0.09 | ) | (0.13 | ) | (0.06 | ) | — | |
From net realized gains | | (0.88 | ) | (1.86 | ) | (0.54 | ) | (0.82 | ) | — | |
Total distributions | | (0.99 | ) | (1.95 | ) | (0.67 | ) | (0.88 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 4.92 | | $ | 8.80 | | $ | 9.97 | | $ | 8.70 | | $ | 8.59 | |
Total Return(b) | | (35.54 | )% | 8.87 | % | 22.92 | % | 12.42 | % | 14.23 | % |
Net Assets End of Year (000’s) | | $ | 7,656 | | $ | 14,658 | | $ | 8,120 | | $ | 3,850 | | $ | 2,215 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.30 | % | 1.30 | % | 1.32 | % | 1.35 | % | 1.35 | % |
Net investment income, to average net assets | | 1.76 | % | 1.27 | % | 0.55 | % | 0.97 | % | 0.40 | % |
Portfolio turnover rate | | 26 | % | 35 | % | 138 | % | 103 | % | 125 | % |
(a) | Calculation is based on average number of shares outstanding. |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
9
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, MFS International Equity also changed its name to Transamerica MFS International Equity VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
There were no recaptured commissions during the year ended December 31, 2008.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
Foreign currency denominated assets may involve risks not typically associated with domestic transactions. These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Foreign capital gains taxes: The Fund may be subject to taxes imposed by countries in which it invests, with respect to its investment in issuers existing or operating in such countries. Such taxes are generally based on income earned or repatriated and capital gains realized on the sale of such investments. The Fund accrues such taxes when the related income or capital gains are earned. Some countries require governmental approval for the repatriation of investment income, capital or the proceeds of sales earned by foreign investors. In addition, if there is deterioration in a country’s balance of payments or for other reasons, a country may impose temporary restrictions on foreign capital remittances abroad. The Fund’s investments in India and Thailand are subject to a governmental capital gains tax. Such taxes are due upon sale of individual securities. The Fund accrues for taxes on the capital gains throughout the holding period of the underlying securities.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $250 million | | 0.925 | % |
Over $250 million up to $500 million | | 0.90 | % |
Over $500 million up to $1 billion | | 0.85 | % |
Over $1 billion | | 0.80 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $7 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 67,905 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 122,740 | |
U.S. Government | | — | |
| | | | |
12
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | 387 | |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | (387 | ) |
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
| | | |
$ | 5,238 | | December 31, 2016 | |
| | | | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 23,742 | |
Long-term Capital Gain | | 43,300 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 13,469 | |
Long-term Capital Gain | | 20,604 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 4,743 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (5,238 | ) |
Post October Capital Loss Deferral | | $ | (3,251 | ) |
Post October Currency Loss Deferral | | $ | (22 | ) |
Net Unrealized Appreciation (Depreciation) | | $ | (65,589 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
13
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica MFS International Equity VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica MFS International Equity VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
14
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $20,604 for the year ended December 31, 2008.
15
Transamerica Money Market VP
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 1,009.61 | | 0.42 | % | $ | 2.12 | |
Hypothetical (b) | | 1,000.00 | | 1,023.03 | | 0.42 | | 2.14 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 1,009.90 | | 0.67 | | 3.38 | |
Hypothetical (b) | | 1,000.00 | | 1,021.77 | | 0.67 | | 3.40 | |
| | | | | | | | | | | | |
(a) | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days). |
| |
(b) | 5% return per year before expenses. |
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Maturity Distribution (in days)
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by maturity distribution (in days) of the Fund’s total investment securities.
1
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts in thousands)
| | Principal | | Value | |
COMMERCIAL PAPER (99.3%) | | | | | |
Automobiles (1.1%) | | | | | |
BMW U.S. Capital LLC | | | | | |
1.95%, due 01/05/2009 - 144A | | $ | 12,100 | | $ | 12,098 | |
Beverages (4.7%) | | | | | |
Coca-Cola Co. | | | | | |
1.90%, due 01/08/2009 - 01/09/2009 -144A | | 27,300 | | 27,289 | |
2.25%, due 01/06/2009 - 144A | | 24,600 | | 24,593 | |
Capital Markets (0.7%) | | | | | |
Merrill Lynch & Co., Inc. | | | | | |
1.82%, due 01/05/2009 | | 8,000 | | 7,998 | |
Chemicals (2.9%) | | | | | |
Ecolab, Inc. | | | | | |
0.10%, due 01/02/2009 - 144A | | 7,650 | | 7,650 | |
0.75%, due 01/06/2009 - 144A | | 10,000 | | 9,999 | |
1.50%, due 01/07/2009 - 144A | | 13,950 | | 13,946 | |
Commercial Banks (23.6%) | | | | | |
Bank of Scotland PLC | | | | | |
1.87%, due 03/13/2009 | | 8,350 | | 8,350 | |
1.92%, due 03/12/2009 | | 17,300 | | 17,300 | |
1.99%, due 03/11/2009 | | 23,300 | | 23,300 | |
Barclays Bank PLC | | | | | |
1.85%, due 01/05/2009 | | 5,500 | | 5,499 | |
2.00%, due 01/13/2009 | | 13,600 | | 13,591 | |
2.06%, due 01/14/2009 | | 22,300 | | 22,283 | |
2.24%, due 01/26/2009 | | 13,300 | | 13,279 | |
Royal Bank of Scotland PLC | | | | | |
1.00%, due 02/06/2009 | | 8,200 | | 8,192 | |
1.79%, due 02/09/2009 - 02/10/2009 | | 18,000 | | 17,965 | |
2.00%, due 01/21/2009 | | 15,000 | | 14,983 | |
2.64%, due 01/07/2009 | | 12,400 | | 12,395 | |
State Street Corp. | | | | | |
1.50%, due 01/12/2009 - 01/13/2009 à | | 49,600 | | 49,576 | |
UBS Finance Delaware LLC | | | | | |
1.12%, due 02/19/2009 | | 5,500 | | 5,492 | |
1.20%, due 05/29/2009 | | 23,000 | | 22,886 | |
1.65%, due 04/17/2009 | | 26,000 | | 25,874 | |
Commercial Services & Supplies (1.6%) | | | | | |
Pitney Bowes, Inc. | | | | | |
2.05%, due 01/05/2009 - 144A | | 18,000 | | 17,996 | |
Computers & Peripherals (1.0%) | | | | | |
Hewlett-Packard Co. | | | | | |
1.50%, due 01/02/2009 - 144A | | 11,000 | | 11,000 | |
Consumer Finance (4.7%) | | | | | |
American Express Credit Corp. | | | | | |
1.95%, due 01/15/2009 - 01/16/2009 | | 51,950 | | 51,909 | |
Diversified Financial Services (38.2%) | | | | | |
Alpine Securitization | | | | | |
0.25%, due 01/20/2009 - 144A | | 7,000 | | 6,999 | |
1.37%, due 01/07/2009 - 01/08/2009 -144A | | 15,000 | | 14,996 | |
American Honda Finance Corp. | | | | | |
1.70%, due 03/12/2009 | | 8,500 | | 8,472 | |
2.50%, due 01/06/2009 - 01/12/2009 | | 38,100 | | 38,081 | |
2.55%, due 01/23/2009 | | 8,300 | | 8,287 | |
CAFCO LLC | | | | | |
1.20%, due 02/03/2009 - 144A | | 38,000 | | 37,960 | |
Caterpillar Financial Services Corp. | | | | | |
1.24%, due 01/22/2009 | | 21,200 | | 21,185 | |
1.25%, due 01/14/2009 - 02/04/2009 | | 8,900 | | 8,893 | |
CIESCO LLC | | | | | |
0.25%, due 03/06/2009 - 144A | | 4,000 | | 3,998 | |
0.35%, due 02/09/2009 - 144A | | 9,500 | | 9,496 | |
General Electric Capital Corp. | | | | | |
1.10%, due 01/30/2009 | | 10,100 | | 10,091 | |
1.15%, due 02/25/2009 | | 4,000 | | 3,993 | |
MetLife Funding, Inc. | | | | | |
0.95%, due 01/23/2009 | | 33,000 | | 32,981 | |
Old Line Funding LLC | | | | | |
1.25%, due 03/02/2009 - 144A | | 12,026 | | 12,001 | |
PACCAR Financial Corp. | | | | | |
1.22%, due 01/16/2009 | | 16,250 | | 16,242 | |
1.25%, due 01/23/2009 | | 9,150 | | 9,143 | |
1.28%, due 02/03/2009 | | 18,700 | | 18,678 | |
1.45%, due 01/12/2009 | | 10,750 | | 10,745 | |
Procter & Gamble International Funding Sca | | | | | |
1.55%, due 01/07/2009 - 01/08/2009 -144A | | 30,300 | | 30,292 | |
Rabobank USA Financial Corp. | | | | | |
1.23%, due 01/20/2009 - 01/21/2009 | | 35,900 | | 35,876 | |
1.40%, due 01/27/2009 | | 19,000 | | 18,981 | |
Ranger Funding Co. LLC | | | | | |
0.35%, due 02/02/2009 - 144A | | 2,000 | | 1,999 | |
Toyota Motor Credit Corp. | | | | | |
1.20%, due 03/19/2009 | | 14,500 | | 14,463 | |
1.30%, due 03/26/2009 | | 10,550 | | 10,518 | |
1.45%, due 04/16/2009 | | 6,500 | | 6,472 | |
1.65%, due 01/28/2009 - 01/29/2009 | | 20,200 | | 20,175 | |
Unilever Capital Corp. | | | | | |
1.00%, due 04/13/2009 - 144A | | 9,400 | | 9,373 | |
Diversified Telecommunication Services (2.0%) | | | | | |
AT&T, Inc. | | | | | |
1.05%, due 01/20/2009 - 144A | | 21,650 | | 21,638 | |
Health Care Equipment & Supplies (4.3%) | | | | | |
Medtronic, Inc. | | | | | |
1.00%, due 03/09/2009 - 144A | | 13,800 | | 13,774 | |
1.15%, due 01/08/2009 - 01/09/2009 -144A | | 34,350 | | 34,342 | |
Insurance (4.9%) | | | | | |
Prudential Funding LLC | | | | | |
1.02%, due 02/17/2009 - 02/18/2009 | | 29,050 | | 29,011 | |
1.05%, due 04/23/2009 | | 5,900 | | 5,881 | |
1.25%, due 03/31/2009 | | 9,500 | | 9,471 | |
1.30%, due 03/30/2009 | | 10,000 | | 9,968 | |
Machinery (0.8%) | | | | | |
Caterpillar, Inc. | | | | | |
1.12%, due 01/09/2009 - 144A | | 9,200 | | 9,198 | |
Multiline Retail (4.5%) | | | | | |
Walgreen Co. | | | | | |
1.10%, due 01/09/2009 - 144A | | 18,850 | | 18,845 | |
1.20%, due 01/05/2009 - 144A | | 30,650 | | 30,645 | |
Office Electronics (0.4%) | | | | | |
Pitney Bowes, Inc. | | | | | |
1.45%, due 01/13/2009 - 144A | | 4,300 | | 4,298 | |
Personal Products (2.1%) | | | | | |
Procter & Gamble Co. | | | | | |
1.10%, due 01/15/2009 - 144A | | 17,000 | | 16,993 | |
1.15%, due 01/07/2009 - 144A | | 6,300 | | 6,299 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
2
| | Principal | | Value | |
Pharmaceuticals (1.8%) | | | | | |
Eli Lilly & Co. | | | | | |
1.40%, due 01/06/2009 - 144A | | $ | 20,000 | | $ | 19,996 | |
Total Commercial Paper (cost $1,096,192) | | | | 1,096,192 | |
| | | | | |
CERTIFICATE OF DEPOSIT (0.5%) | | | | | |
Commercial Banks (0.5%) | | | | | |
Bank of Scotland PLC | | | | | |
1.85%, due 03/16/2009 | | 6,000 | | 6,000 | |
Total Certificate of Deposit (cost $6,000) | | | | 6,000 | |
| | | | | |
CORPORATE DEBT SECURITY (0.3%) | | | | | |
Consumer Finance (0.3%) | | | | | |
American Express Credit Corp. * | | | | | |
0.94%, due 05/18/2009 | | 3,000 | | 2,943 | |
Total Corporate Debt Security (cost $2,943) | | | | 2,943 | |
| | | | | |
REPURCHASE AGREEMENT (0.0%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $182 on 01/02/2009 à · | | 182 | | 182 | |
Total Repurchase Agreement (cost $182) | | | | 182 | |
| | | | | |
Total Investment Securities (cost $1,105,317) # | | | | $ | 1,105,317 | |
| | | | | | | |
NOTES TO SCHEUDLE OF INVESTMENTS:
* | | Floating or variable rate note. Rate is listed as of 12/31/2008. |
· | | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 01/29/2009, and with a market value plus accrued interest of $200. |
à | | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | | Aggregate cost for federal income tax purposes is $1,105,317. |
DEFINITIONS:
144A | | 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities are deemed to be liquid for purposes of compliance limitations on holdings of illiquid securities and may be resold as transactions exempt from registration, normally to qualified institutional buyers. At 12/31/2008, these securities aggregated $427,713, or 38.73% of the Fund’s net assets. |
LLC | | Limited Liability Company |
PLC | | Public Limited Company |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | | | | | | | |
$ | — | | $ | 1,105,317 | | $ | — | | $ | 1,105,317 | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
3
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $1,105,317) | | $ | 1,105,317 | |
Prepaid money market guarantee insurance | | 229 | |
Receivables: | | | |
Shares sold | | 1,695 | |
Interest | | 59 | |
| | 1,107,300 | |
| | | |
Liabilities: | | | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 2,406 | |
Management and advisory fees | | 351 | |
Distribution and service fees | | 66 | |
Transfer agent fees | | 2 | |
Administration fees | | 20 | |
Other | | 62 | |
| | 2,907 | |
Net Assets | | $ | 1,104,393 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 11,044 | |
Additional paid-in capital | | 1,093,349 | |
Net Assets | | $ | 1,104,393 | |
| | | |
Net Assets by Class: | | | |
Initial Class | | $ | 806,629 | |
Service Class | | 297,764 | |
| | | |
Shares Outstanding: | | | |
Initial Class | | 806,629 | |
Service Class | | 297,764 | |
| | | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 1.00 | |
Service Class | | 1.00 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Interest | | 21,708 | |
| | 21,708 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 2,820 | |
Printing and shareholder reports | | 46 | |
Custody fees | | 79 | |
Administration fees | | 161 | |
Legal fees | | 33 | |
Audit fees | | 18 | |
MM guarantee insurance fees | | 90 | |
Trustees fees | | 22 | |
Transfer agent fees | | 18 | |
Distribution and service fees: | | | |
Service Class | | 455 | |
Other | | 13 | |
Total expenses | | 3,755 | |
| | | |
Net Investment Income | | 17,953 | |
| | | |
Net Increase In Net Assets Resulting from Operations | | $ | 17,953 | |
| | | | |
The notes to the financial statements are an integral part of this report.
4
STATEMENT OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 17,953 | | $ | 27,311 | |
Net increase in net assets resulting from operations | | 17,953 | | 27,311 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (14,406 | ) | (23,783 | ) |
Service Class | | (3,547 | ) | (3,528 | ) |
| | (17,953 | ) | (27,311 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 700,614 | | 607,016 | |
Service Class | | 356,720 | | 208,265 | |
| | 1,057,334 | | 815,281 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 14,406 | | 23,905 | |
Service Class | | 3,547 | | 3,539 | |
| | 17,953 | | 27,444 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (404,284 | ) | (589,813 | ) |
Service Class | | (157,206 | ) | (160,763 | ) |
| | (561,490 | ) | (750,576 | ) |
| | | | | |
Net increase in net assets from capital shares transactions | | 513,797 | | 92,149 | |
Net increase in net assets | | 513,797 | | 92,149 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 590,596 | | 498,447 | |
End of year | | $ | 1,104,393 | | $ | 590,596 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 700,614 | | 607,017 | |
Service Class | | 356,720 | | 208,265 | |
| | 1,057,334 | | 815,282 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 14,406 | | 23,905 | |
Service Class | | 3,547 | | 3,539 | |
| | 17,953 | | 27,444 | |
Shares redeemed: | | | | | |
Initial Class | | (404,284 | ) | (589,813 | ) |
Service Class | | (157,206 | ) | (160,764 | ) |
| | (561,490 | ) | (750,577 | ) |
Net increase in shares outstanding: | | | | | |
Initial Class | | 310,736 | | 41,109 | |
Service Class | | 203,061 | | 51,040 | |
| | 513,797 | | 92,149 | |
The notes to the financial statements are an integral part of this report.
5
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 1.00 | | $ | 1.00 | | $ | 1.00 | | $ | 1.00 | | $ | 1.00 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.02 | | 0.05 | | 0.05 | | 0.03 | | 0.01 | |
Total operations | | 0.02 | | 0.05 | | 0.05 | | 0.03 | | 0.01 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.02 | ) | (0.05 | ) | (0.05 | ) | (0.03 | ) | (0.01 | ) |
Total distributions | | (0.02 | ) | (0.05 | ) | (0.05 | ) | (0.03 | ) | (0.01 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 1.00 | | $ | 1.00 | | $ | 1.00 | | $ | 1.00 | | $ | 1.00 | |
Total Return(b) | | 2.37 | % | 4.91 | % | 4.74 | % | 2.89 | % | 0.99 | % |
Net Assets End of Year (000’s) | | $ | 806,629 | | $ | 495,893 | | $ | 454,784 | | $ | 347,350 | | $ | 496,821 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.41 | % | 0.40 | % | 0.40 | % | 0.40 | % | 0.39 | % |
Net investment income, to average net assets | | 2.31 | % | 4.88 | % | 4.69 | % | 2.84 | % | 1.00 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 1.00 | | $ | 1.00 | | $ | 1.00 | | $ | 1.00 | | $ | 1.00 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.02 | | 0.05 | | 0.04 | | 0.03 | | 0.01 | |
Total operations | | 0.02 | | 0.05 | | 0.04 | | 0.03 | | 0.01 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.02 | ) | (0.05 | ) | (0.04 | ) | (0.03 | ) | (0.01 | ) |
Total distributions | | (0.02 | ) | (0.05 | ) | (0.04 | ) | (0.03 | ) | (0.01 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 1.00 | | $ | 1.00 | | $ | 1.00 | | $ | 1.00 | | $ | 1.00 | |
Total Return(b) | | 2.28 | % | 4.65 | % | 4.48 | % | 2.63 | % | 0.72 | % |
Net Assets End of Year (000’s) | | $ | 297,764 | | $ | 94,703 | | $ | 43,663 | | $ | 29,402 | | $ | 18,930 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.66 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.64 | % |
Net investment income, to average net assets | | 1.95 | % | 4.62 | % | 4.47 | % | 2.69 | % | 0.87 | % |
(a) | Calculation is based on average number of shares outstanding. |
| |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
6
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Transamerica Money Market also changed its name to Transamerica Money Market VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Securities valuations: As permitted under Rule 2a-7 of the 1940 Act, the securities held by the Fund are valued on the basis of amortized cost, which approximates market value.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities.
For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends to shareholders are declared daily and reinvested monthly.
Temporary Guarantee Program: The Transamerica Money Market has enrolled in the U.S. Treasury Department’s Temporary Guarantee Program for money market funds (the “Program”). Under the Program, the U.S. Treasury guarantees the $1.00 dollar per share value of fund shares outstanding as of September 19, 2008, subject to certain terms and limitations.
Only shareholders who held shares as of September 19, 2008 are eligible to participate in the guarantee. Those shareholders may purchase and redeem shares in their account during the period covered by the Program. However, the number of shares covered by the guarantee cannot exceed the number of shares held by the shareholder at the close of business on September 19, 2008. Thus, to the extent the overall value of a shareholder’s account increases after September 19, 2008, the amount of the increase will not be covered by the guarantee. If a Fund shareholder closes his or her Fund account, any future investment in the Fund will not be guaranteed.
The guarantee will be triggered if the market-based net asset value of the Fund is less than $0.995, unless promptly cured (a “Guarantee Event”). If a Guarantee Event were to occur, the Fund would be required to liquidate. Upon liquidation and subject to the availability of funds under the Program, eligible shareholders would be entitled to receive payments equal to $1.00 per “covered share.”
7
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
The number of “covered shares” held by a shareholder would be equal to the lesser of (1) the number of shares owned by that shareholder on September 19, 2008 or (2) the number of shares owned by that shareholder on the date upon which the Guarantee Event occurs. The coverage provided for all money market funds participating in the Program (and, in turn, any amount available to the Fund and its eligible shareholders) is subject to an overall limit, currently approximately $50 billion.
The initial period of the Program covered a three month period from September 19, 2008 to December 18, 2008. On November 24, 2008, the Treasury Department announced an extension of the Program from December 19, 2008 through April 30, 2009 (the “Program Extension Period”). On December 5, 2008, the Board of Trustees of the Fund elected to participate in the Program Extension Period. The Program may be later extended by the Treasury Department to terminate no later than September 18, 2009. If the Treasury Department extends the Program, the Board will consider whether to continue to participate. The Fund has paid to the Treasury a fee of 0.01% of its net assets as of September 19, 2008 to participate in the initial three month period of the Program and a fee of 0.015% of its net assets as of September 19, 2008 to participate in the Program Extension Period.
These expenses are borne by the Fund without regard to any expense limitation agreement in effect for the Fund. Participation in any extension of the Program would require payment of an additional fee, although there can be no assurance that the Fund will elect to participate, or be eligible to participate, in any extension of the Program.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Transamerica Investment Management, LLC (“TIM”) is both an affiliate of the Fund and is a sub-adviser of the Fund.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
| | | | | |
Transamerica Asset Allocation-Conservative VP | | $ | 20,735 | | 1.88 | % |
| | | | | | |
Transamerica Asset Allocation-Growth VP | | 7,290 | | 0.66 | |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 17,291 | | 1.57 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 44,997 | | 4.07 | |
| | | | | |
Total | | $ | 90,313 | | 8.18 | % |
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following rate:
0.35% of average daily net assets
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.57% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the period ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
8
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $45 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary).
Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
The capital loss carryforwards are available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the periods listed:
Capital Loss Carryforwards | | Available Through | |
| | | |
$ | 1 | | December 31, 2013 | |
$ | 1 | | December 31, 2014 | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 27,311 | |
Long-term Capital Gain | | — | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 17,953 | |
Long-term Capital Gain | | — | |
| | | | |
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 3. (continued)
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | — | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (2 | ) |
Post October Capital Loss Deferral | | $ | — | |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | — | |
NOTE 4. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
10
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Money Market VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Money Market VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
11
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made no Long-Term Capital Gain Designation for the year ended December 31, 2008.
12
Transamerica Munder Net50 VP
(unaudited)
MARKET ENVIRONMENT
The Standard and Poor’s 500 Composite Stock Index (“S&P 500”) posted a negative 37.00% total return for the year ended December 31, 2008. Technology stocks underperformed the market, as demonstrated by the S&P North American Technology Index (“S&P NATI”) which was down 43.3% for the year. The Internet segment of the market also had a weak year with the Inter@ctive Week Internet Index (“IIX”) down 41.80% and the Morgan Stanley Internet Index (“MOX”) down 45.7% for the year.
The best performers in the information technology sector were selected large-cap stocks, software and information technology (“IT”) services, which generally outperformed smaller-cap stocks and other technology industry groups for the year.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Munder Net50 VP Initial Class returned (43.53)%. By comparison its primary and secondary benchmarks, S&P 500 and IIX, returned (37.00)% and (41.80)%, respectively.
STRATEGY REVIEW
Transamerica Munder Net50 VP invests in companies that we believe are positioned to benefit from the growth of the Internet. This primarily encompasses pure play Internet companies and supporting technology companies. In our view, three major trends continue to provide a tailwind for Internet growth: favorable demographic trends, increased broadband penetration, and globalization.
Significant positive contributors to absolute performance during the year included: Napster, Inc., which was acquired by Best Buy Co., Inc.; Netflix, Inc., which saw solid growth in its online DVD rental business and strong initial adoption of its streaming online movie businesses; and PetMed Express, Inc., which benefited from stable trends in its online pet medication business. The largest detractor from performance was Baidu, Inc., which declined on concerns about the slowing Chinese economy and regulatory issues regarding certain search ads displayed on the site. We continue to hold the stock as we see significant opportunity for growth and a more reasonable valuation.
The most significant foreign holdings during 2008 continued to be Chinese Internet companies. We believe that the Chinese Internet sector may see strong growth in the coming years driven by user growth and broadband adoption. In 2008, China surpassed the United States in total number of Internet users. While China now represents the largest user base of any country in the world, the growth opportunity remains large as China’s internet penetration is just 19.0%. (Source: Lehman Brothers, July 28, 2008) We believe that companies such as Baidu, Inc., SINA Corp. and Sohu.com, Inc. are well-positioned to benefit from China’s future Internet growth.
Kenneth A. Smith, CFA
Jonathan R. Woodley
Mark A. Lebovitz, CFA
Co-Portfolio Managers
Munder Capital Management
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
| | | | | | | | | |
Initial Class | | (43.53 | )% | (3.80 | )% | (3.09 | )% | 05/03/1999 | |
S&P 500* | | (37.00 | )% | (2.19 | )% | (2.31 | )% | 05/03/1999 | |
AMEX INTERACTIVE WEEK INTR NEW - IIX* | | (41.80 | )% | (1.42 | )% | (8.98 | )% | 05/03/1999 | |
Service Class | | (43.69 | )% | (4.07 | )% | 2.22 | % | 05/01/2003 | |
NOTES
* The Standard and Poor’s 500 Composite Stock (S&P 500) Index and Inter@ctive Week Internet (AMEX INTERACTIVE WEEK INTR NEW - IIX) Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company's website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
Investing in technology stocks generally involves greater volatility and risks so an investment in the portfolio may not be appropriate for everyone. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 651.51 | | 0.99 | % | $ | 4.11 | |
Hypothetical (b) | | 1,000.00 | | 1,020.16 | | 0.99 | | 5.03 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 650.65 | | 1.24 | | 5.14 | |
Hypothetical (b) | | 1,000.00 | | 1,018.90 | | 1.24 | | 6.29 | |
| | | | | | | | | | | | |
(a) | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days). |
| |
(b) | 5% return per year before expenses. |
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (99.2%) | | | | | |
Communications Equipment (10.3%) | | | | | |
Cisco Systems, Inc. ‡ | | 163,500 | | $ | 2,665 | |
Juniper Networks, Inc. ‡ ^ | | 72,300 | | 1,266 | |
Qualcomm, Inc. | | 42,000 | | 1,505 | |
Research In Motion, Ltd. ‡ ^ | | 12,750 | | 517 | |
Computers & Peripherals (7.3%) | | | | | |
Apple, Inc. ‡ | | 26,600 | | 2,270 | |
Hewlett-Packard Co. | | 36,500 | | 1,325 | |
Netapp, Inc. ‡ ^ | | 42,300 | | 591 | |
Hotels, Restaurants & Leisure (1.3%) | | | | | |
Ctrip.Com International, Ltd. ADR ^ | | 30,750 | | 732 | |
Insurance (1.8%) | | | | | |
Ehealth, Inc. ‡ ^ | | 79,900 | | 1,061 | |
Internet & Catalog Retail (9.7%) | | | | | |
Amazon.Com, Inc. ‡ ^ | | 42,950 | | 2,203 | |
Bidz.Com, Inc. ‡ ^ | | 68,542 | | 315 | |
Expedia, Inc. ‡ ^ | | 62,669 | | 516 | |
NetFlix, Inc. ‡ ^ | | 22,900 | | 685 | |
PetMed Express, Inc. ‡ ^ | | 9,839 | | 173 | |
Priceline.com, Inc. ‡ ^ | | 22,250 | | 1,639 | |
Internet Software & Services (47.7%) | | | | | |
Akamai Technologies, Inc. ‡ ^ | | 102,300 | | 1,544 | |
Baidu, Inc. ADR ‡ ^ | | 12,600 | | 1,645 | |
Digital River, Inc. ‡ ^ | | 73,500 | | 1,823 | |
eBay, Inc. ‡ | | 141,400 | | 1,974 | |
Equinix, Inc. ‡ ^ | | 6,200 | | 330 | |
Gmarket, Inc. ADR ‡ ^ | | 21,800 | | 376 | |
Google, Inc. -Class A ‡ | | 9,100 | | 2,800 | |
GSI Commerce, Inc. ‡ ^ | | 97,800 | | 1,029 | |
IAC/InterActiveCorp ‡ ^ | | 110,120 | | 1,732 | |
Knot, Inc. ‡ ^ | | 44,400 | | 369 | |
Mercadolibre, Inc. ‡ ^ | | 14,500 | | 238 | |
Move, Inc. ‡ ^ | | 1,480,985 | | 2,370 | |
NetEase.Com ADR ‡ | | 63,100 | | 1,395 | |
Omniture, Inc. ‡ ^ | | 67,900 | | 722 | |
SINA Corp. ‡ ^ | | 48,350 | | 1,119 | |
Sohu.Com, Inc. ‡ | | 17,750 | | 840 | |
Techtarget, Inc. ‡ ^ | | 167,479 | | 724 | |
Tencent Holdings, Ltd. | | 52,000 | | 338 | |
Thestreet.Com, Inc. ^ | | 137,600 | | 399 | |
Verisign, Inc. ‡ ^ | | 91,300 | | 1,742 | |
Vistaprint, Ltd. ‡ ^ | | 19,800 | | 369 | |
WebMD Health Corp. -Class A ‡ ^ | | 50,100 | | 1,182 | |
Yahoo, Inc. ‡ ^ | | 182,800 | | 2,230 | |
Media (0.9%) | | | | | |
Time Warner, Inc. ^ | | 53,000 | | 533 | |
Professional Services (0.9%) | | | | | |
Monster Worldwide, Inc. ‡ ^ | | 43,900 | | 531 | |
Semiconductors & Semiconductor Equipment (1.4%) | | | | | |
Broadcom Corp. -Class A ‡ ^ | | 46,500 | | 789 | |
Software (17.9%) | | | | | |
BMC Software, Inc. ‡ ^ | | 36,000 | | 969 | |
Check Point Software Technologies ‡ | | 94,700 | | 1,798 | |
McAfee, Inc. ‡ ^ | | 32,500 | | 1,124 | |
Microsoft Corp. | | 90,850 | | 1,766 | |
Oracle Corp. ‡ ^ | | 33,600 | | 596 | |
Red Hat, Inc. ‡ ^ | | 56,900 | | 752 | |
Salesforce.Com, Inc. ‡ ^ | | 16,600 | | 531 | |
Shanda Interactive Entertainment, Ltd. ADR ‡ ^ | | 20,000 | | 647 | |
Sourceforge, Inc. ‡ ^ | | 336,900 | | 303 | |
Symantec Corp. ‡ ^ | | 82,000 | | 1,109 | |
Synopsys, Inc. ‡ | | 41,700 | | 772 | |
Total Common Stocks (cost $84,372) | | | | 56,973 | |
| | | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (0.2%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $130 on 01/02/2009 à · | | $ | 130 | | 130 | |
Total Repurchase Agreement (cost $130) | | | | 130 | |
| | | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (10.8%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% àp | | 6,207,419 | | 6,207 | |
Total Securities Lending Collateral (cost $6,207) | | | | 6,207 | |
Total Investment Securities (cost $90,709) # | | | | $ | 63,310 | |
| | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
‡ | | Non-income producing security. |
^ | | All or a portion of this security is on loan. The value of all securities on loan is $6,037. |
· | | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 01/29/2009, and with a market value plus accrued interest of $150. |
à | | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
p | | Interest rate shown reflects the yield at 12/31/2008. |
# | | Aggregate cost for federal income tax purposes is $94,678. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $1,248 and $32,616, respectively. Net unrealized depreciation for tax purposes is $31,368. |
The notes to the financial statements are an integral part of this report.
4
At December 31, 2008
(all amounts in thousands)
DEFINITION:
ADR American Depositary Receipt
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | | | | | | | |
$ | 62,842 | | $ | 468 | | $ | — | | $ | 63,310 | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $90,709) (including securities loaned of $6,037) | | $ | 63,310 | |
Foreign currency (cost: $33) | | 33 | |
Receivables: | | | |
Investment securities sold | | 1,453 | |
Income from loaned securities | | 17 | |
Dividends | | 9 | |
| | 64,822 | |
Liabilities: | | | |
Investment securities purchased | | 1,088 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 14 | |
Management and advisory fees | | 45 | |
Distribution and service fees | | 1 | |
Administration fees | | 1 | |
Payable for collateral for securities on loan | | 6,207 | |
Other | | 27 | |
| | 7,383 | |
Net Assets | | $ | 57,439 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 115 | |
Additional paid-in capital | | 96,564 | |
Accumulated net investment loss | | (1 | ) |
Accumulated net realized loss from investment securities and foreign currency transactions | | (11,840 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (27,399 | ) |
Net Assets | | $ | 57,439 | |
Net Assets by Class: | | | |
Initial Class | | $ | 56,041 | |
Service Class | | 1,398 | |
Shares Outstanding: | | | |
Initial Class | | 11,202 | |
Service Class | | 282 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 5.00 | |
Service Class | | 4.95 | |
| | | | | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $2) | | $ | 178 | |
Interest | | 15 | |
Income from loaned securities-net | | 417 | |
| | 610 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 827 | |
Printing and shareholder reports | | 10 | |
Custody fees | | 21 | |
Administration fees | | 18 | |
Legal fees | | 4 | |
Audit fees | | 18 | |
Trustees fees | | 3 | |
Transfer agent fees | | 2 | |
Distribution and service fees: | | | |
Service Class | | 7 | |
Other | | 2 | |
Total expenses | | 912 | |
| | | |
Net Investment Loss | | (302 | ) |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (11,465 | ) |
Foreign currency transactions | | 2 | |
| | (11,463 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (38,158 | ) |
Net Realized and Unrealized Loss | | (49,621 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (49,923 | ) |
The notes to the financial statements are an integral part of this report.
6
STATEMENT OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment loss | | $ | (302 | ) | $ | (711 | ) |
Net realized gain (loss) from investment securities and foreign currency transactions | | (11,463 | ) | 25,173 | |
Change in net unrealized depreciation on investment securities | | (38,158 | ) | (6,486 | ) |
Net increase (decrease) in net assets resulting from operations | | (49,923 | ) | 17,976 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | — | | (2,767 | ) |
Service Class | | — | | (111 | ) |
| | — | | (2,878 | ) |
From net realized gains: | | | | | |
Initial Class | | (24,033 | ) | — | |
Service Class | | (619 | ) | — | |
| | (24,652 | ) | — | |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 17,125 | | 13,775 | |
Service Class | | 835 | | 2,655 | |
| | 17,960 | | 16,430 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 24,033 | | 2,767 | |
Service Class | | 619 | | 111 | |
| | 24,652 | | 2,878 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (29,577 | ) | (19,215 | ) |
Service Class | | (3,130 | ) | (1,460 | ) |
| | (32,707 | ) | (20,675 | ) |
Net increase (decrease) in net assets from capital shares transactions | | 9,905 | | (1,367 | ) |
Net increase (decrease) in net assets | | (64,670 | ) | 13,731 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 122,109 | | 108,378 | |
End of year | | $ | 57,439 | | $ | 122,109 | |
Accumulated Net Investment Loss | | $ | (1 | ) | $ | (2 | ) |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 1,785 | | 1,205 | |
Service Class | | 99 | | 232 | |
| | 1,884 | | 1,437 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 3,138 | | 252 | |
Service Class | | 81 | | 10 | |
| | 3,219 | | 262 | |
Shares redeemed: | | | | | |
Initial Class | | (3,648 | ) | (1,706 | ) |
Service Class | | (342 | ) | (128 | ) |
| | (3,990 | ) | (1,834 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | 1,275 | | (249 | ) |
Service Class | | (162 | ) | 114 | |
| | 1,113 | | (135 | ) |
The notes to the financial statements are an integral part of this report.
7
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 11.78 | | $ | 10.32 | | $ | 10.32 | | $ | 9.55 | | $ | 8.28 | |
Investment Operations | | | | | | | | | | | |
Net investment income (loss)(a) | | (0.03 | ) | (0.07 | ) | 0.01 | | (0.06 | ) | (0.05 | ) |
Net realized and unrealized gain (loss) | | (4.22 | ) | 1.81 | | (0.01 | ) | 0.83 | | 1.32 | |
Total operations | | (4.25 | ) | 1.74 | | — | | 0.77 | | 1.27 | |
Distributions | | | | | | | | | | | |
From net realized gains | | (2.53 | ) | (0.28 | ) | — | | — | | — | |
Total distributions | | (2.53 | ) | (0.28 | ) | — | | — | | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 5.00 | | $ | 11.78 | | $ | 10.32 | | $ | 10.32 | | $ | 9.55 | |
Total Return(b) | | (43.53 | )% | 17.04 | % | — | %(c) | 8.06 | % | 15.34 | % |
Net Assets End of Year (000’s) | | $ | 56,041 | | $ | 116,929 | | $ | 105,005 | | $ | 113,452 | | $ | 100,139 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | | | | | | | | | | |
After reimbursement/fee waiver | | 0.99 | % | 0.99 | %(*) | 1.00 | %(^) | 1.00 | % | 1.00 | %(#) |
Before reimbursement/fee waiver | | 0.99 | % | 0.99 | %(*) | 1.00 | %(^) | 1.02 | % | 1.00 | %(#) |
Net investment income (loss), to average net assets | | (0.32 | )% | (0.60 | )% | 0.07 | % | (0.62 | )% | (0.55 | )% |
Portfolio turnover rate | | 85 | % | 94 | % | 72 | % | 96 | % | 34 | % |
For a share outstanding throughout each period
| | Service Class Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 11.67 | | $ | 10.23 | | $ | 10.26 | | $ | 9.52 | | $ | 8.28 | |
Investment Operations | | | | | | | | | | | |
Net investment loss(a) | | (0.05 | ) | (0.08 | ) | (0.02 | ) | (0.08 | ) | (0.06 | ) |
Net realized and unrealized gain (loss) | | (4.18 | ) | 1.78 | | (0.01 | ) | 0.82 | | 1.30 | |
Total operations | | (4.23 | ) | 1.70 | | (0.03 | ) | 0.74 | | 1.24 | |
Distributions | | | | | | | | | | | |
From net realized gains | | (2.49 | ) | (0.26 | ) | — | | — | | — | |
Total distributions | | (2.49 | ) | (0.26 | ) | — | | — | | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 4.95 | | $ | 11.67 | | $ | 10.23 | | $ | 10.26 | | $ | 9.52 | |
Total Return(b) | | (43.69 | )% | 16.80 | % | (0.29 | )% | 7.77 | % | 14.98 | % |
Net Assets End of Year (000’s) | | $ | 1,398 | | $ | 5,180 | | $ | 3,373 | | $ | 3,179 | | $ | 2,771 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | | | | | | | | | | |
After reimbursement/fee waiver | | 1.24 | % | 1.24 | %(*) | 1.25 | %(^) | 1.25 | % | 1.25 | %(#) |
Before reimbursement/fee waiver | | 1.24 | % | 1.24 | %(*) | 1.25 | %(^) | 1.27 | % | 1.25 | %(#) |
Net investment loss, to average net assets | | (0.59 | )% | (0.70 | )% | (0.23 | )% | (0.87 | )% | (0.68 | )% |
Portfolio turnover rate | | 85 | % | 94 | % | 72 | % | 96 | % | 34 | % |
(a) Calculation is based on average number of shares outstanding.
(b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
(c) Rounds to less than (0.01%) or 0.01%.
(*) Includes recaptured expenses by the investment adviser. The impact of recaptured expenses was 0.01% (See Note 2).
(^) Includes recaptured expenses by the investment adviser. The impact of recaptured expenses was 0.02% (See Note 2).
(#) Includes recaptured expenses by the investment adviser. The impact of recaptured expenses was 0.01% (See Note 2).
The notes to the financial statements are an integral part of this report.
8
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Munder Net50 also changed its name to Transamerica Munder Net50 VP (“the Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST. The Fund is “non-diversified” under the 1940 Act.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $61 are included in net realized loss in the Statement of Operations.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
| | | | | |
Transamerica Asset Allocation-Conservative VP | | $ | 1,558 | | 2.71 | % |
| | | | | | |
Transamerica Asset Allocation-Growth VP | | 10,789 | | 18.78 | |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 8,092 | | 14.09 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 22,007 | | 38.32 | |
| | | | | |
Total | | $ | 42,446 | | 73.90 | % |
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following rate:
0.90% of average daily net assets
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.00% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $2 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled less than $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 77,574 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 92,355 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. (continued)
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | (301 | ) |
Undistributed (accumulated) net investment income (loss) | | $ | 303 | |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | (2 | ) |
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
$ | 3,481 | | December 31, 2016 | |
| | | | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 983 | |
Long-term Capital Gain | | 1,895 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 3,991 | |
Long-term Capital Gain | | 20,661 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | — | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (3,481 | ) |
Post October Capital Loss Deferral | | $ | (4,391 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (31,368 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Munder Net50 VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Munder Net50 VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $20,661 for the year ended December 31, 2008.
14
Transamerica PIMCO Total Return VP
(unaudited)
MARKET ENVIRONMENT
Over the 12 months ended December 31, 2008, interest rates fell worldwide and yield curves in the U.S., Europe, and the United Kingdom steepened as investors fled to the safety of government bonds, especially shorter maturities. To forestall a recession and unfreeze credit markets during the early part of the year, the Federal Reserve Board (“Fed”) reduced the federal funds rate, and took several unconventional steps: it made several hundred billion dollars of liquidity facilities available to the financial system against an expanded range of collateral; opened its discount window to investment banks; and arranged the rescue of Bear Stearns.
During the middle part of the fiscal year, the central bank paused to reassess a U.S. economy buffeted by conflicting pressures of weakening economic indicators on one side and the threat of inflation on the other. However, the crisis, which was originally thought to be contained within the housing market, gradually spread to the corporate sector. The month of September featured a succession of shocking events. These included the Treasury’s bailout of mortgage agencies Fannie Mae and Freddie Mac and insurer American International Group, Inc. (“AIG”), as well as the realignment of the biggest U.S. investment banks via bankruptcy, merger, recapitalization, or transformation into bank holding companies.
In early October, the U.S. Congress approved the $700 billion Troubled Asset Relief Program (“TARP”) proposed by the Treasury and the Fed to help unclog the flow of credit. As economic data continued to show a weakening economy in the midst of a deep recession, forceful action was taken by the Fed. In addition to the previously announced government programs and continued federal fund rate cuts aimed to get the economy growing again, the Fed stated it would target the fed funds rate between 0 and 0.25 percent.
PERFORMANCE
For the year ended December 31, 2008, Transamerica PIMCO Total Return VP Initial Class returned (2.79)%. By comparison its benchmark, Barclays Capital (formerly Lehman Brothers) Aggregate U.S. Bond Index, returned 5.24%.
STRATEGY REVIEW
The portfolio’s investment process is based upon a long-term approach, which utilizes both “top-down” and “bottom-up” strategies. Top-down strategies focus on duration, yield curve positioning, volatility and sector rotation while bottom-up strategies drive our security selection process and facilitate the identification and analysis of undervalued securities. As we believe that no single strategy should dominate returns, our total return strategy relies on multiple sources of value added in a highly diversified portfolio.
The following is a summary of the main contributors to the portfolio’s performance relative to its benchmark in 2008.
• Non-U.S. duration. The portfolio was positioned on the front end of yield curves in certain developed countries outside the U.S., such as the U.K. and Australia, where we felt that the market had not fully priced in a slowdown. This paid off as markets began to price in rate cuts by global central banks.
• Curve steepening biases. In the U.S., the U.K., Australia, and the eurozone, the portfolio was positioned for yield curve steepening.
• Underweight to corporates. Though we added to the portfolio’s corporate positioning, we stayed underweight. As spreads ballooned, this was a source of outperformance.
The following is a summary of major detractors from portfolio underperformance relative to the benchmark.
• Overweight to agency mortgage-backed securities. As the financial system de-levered, large institutions sold their most liquid assets to raise cash; in many cases, their most liquid assets were agency mortgage-backed securities. Spreads on agency mortgages widened to well over 200 basis points over Treasuries.
• Overweight to financials. When Bear Stearns was taken over by JPMorgan with government assistance in March, we saw opportunities in banks under the umbrella of the federal government, banks that we felt were “too intertwined to fail.” One of the financials, unfortunately, stood outside this umbrella; as a result, it was a significant detractor from portfolio performance. Our overweight to other financials hurt performance as well.
• Exposure to emerging market (“EM”) currencies. We expected EM currencies to outperform developed currencies given strong reserve balances and monetary policy bodies that were tightening to contain inflation, rather than cutting. In the past six months, EM currencies detracted from performance as effects of the global slowdown have been felt in places like Brazil, Mexico, and Southeast Asia.
Chris P. Dialynas
Portfolio Manager
Pacific Investment Management Company LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
| | | | | | | | | |
Initial Class | | (2.79 | )% | 3.37 | % | 4.19 | % | 05/01/2002 | |
Barclays Capital Aggregate U.S. Bond Index* | | 5.24 | % | 4.65 | % | 5.31 | % | 05/01/2002 | |
Service Class | | (3.07 | )% | 3.10 | % | 3.12 | % | 05/01/2003 | |
NOTES
* The Barclays Capital Aggregate U.S. Bond Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 977.11 | | 0.71 | % | $ | 3.53 | |
Hypothetical (b) | | 1,000.00 | | 1,021.57 | | 0.71 | | 3.61 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 975.95 | | 0.96 | | 4.77 | |
Hypothetical (b) | | 1,000.00 | | 1,020.31 | | 0.96 | | 4.88 | |
| | | | | | | | | | | | |
(a) | | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days). |
(b) | | 5% return per year before expenses. |
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Asset Type
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by asset type of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Principal | | Value | |
U.S. GOVERNMENT OBLIGATIONS (14.2%) | | | | | |
U.S. Treasury Bond | | | | | |
4.50%, due 05/15/2038 ^ | | $ | 1,000 | | $ | 1,365 | |
5.00%, due 05/15/2037 | | 9,700 | | 14,054 | |
5.25%, due 11/15/2028 | | 1,000 | | 1,320 | |
7.13%, due 02/15/2023 | | 23,900 | | 34,674 | |
7.25%, due 08/15/2022 | | 2,900 | | 4,216 | |
8.00%, due 11/15/2021 | | 14,200 | | 21,531 | |
U.S. Treasury Inflation Indexed Bond, TIPS | | | | | |
2.38%, due 01/15/2025 | | 9,717 | | 9,550 | |
3.63%, due 04/15/2028 | | 7,782 | | 9,271 | |
U.S. Treasury Inflation Indexed Note, TIPS | | | | | |
3.00%, due 07/15/2012 | | 1,352 | | 1,325 | |
U.S. Treasury Strip | | | | | |
Zero Coupon, due 05/15/2021 ^ | | 128,500 | | 84,331 | |
Total U.S. Government Obligations (cost $165,099) | | | | 181,637 | |
| | | | | |
U.S. GOVERNMENT AGENCY OBLIGATIONS (95.4%) | | | | | |
Fannie Mae | | | | | |
3.46%, due 06/01/2043 * | | 466 | | 458 | |
3.74%, due 08/01/2035 * | | 43 | | 42 | |
4.00%, due 08/01/2013 - 01/01/2014 | | 3,046 | | 3,089 | |
4.45%, due 10/01/2035 * | | 39 | | 40 | |
4.50%, due 03/01/2010 - 03/25/2017 | | 1,193 | | 1,204 | |
4.67%, due 12/01/2034 * | | 38 | | 38 | |
4.70%, due 09/01/2035 * | | 3,957 | | 3,991 | |
4.78%, due 08/01/2035 * | | 3,108 | | 3,149 | |
4.81%, due 05/01/2035 * | | 1,447 | | 1,474 | |
5.00%, due 02/01/2018 - 03/01/2038 | | 115,684 | | 118,576 | |
5.30%, due 01/01/2028 * | | 99 | | 99 | |
5.32%, due 07/01/2032 * | | 13 | | 13 | |
5.50%, due 03/01/2016 - 09/01/2038 | | 201,412 | | 206,810 | |
6.00%, due 01/01/2017 - 05/01/2038 | | 55,448 | | 57,149 | |
6.40%, due 08/01/2036 * | | 1,477 | | 1,517 | |
6.50%, due 05/01/2034 - 06/17/2038 | | 6,199 | | 6,515 | |
6.63%, due 11/15/2030 ^ | | 11,700 | | 16,892 | |
Fannie Mae, TBA | | | | | |
4.00%, due 12/01/2099 | | 55,000 | | 55,567 | |
4.50%, due 12/01/2099 | | 79,000 | | 79,716 | |
5.00%, due 01/01/2022 - 02/01/2038 | | 177,000 | | 180,606 | |
5.50%, due 01/01/2037 | | 287,600 | | 294,790 | |
6.00%, due 01/01/2037 | | 6,100 | | 6,279 | |
Federal Home Loan Bank | | | | | |
Zero Coupon, due 02/04/2009 | | 2,000 | | 2,000 | |
Freddie Mac | | | | | |
1.55%, due 12/15/2029 * | | 117 | | 114 | |
3.68%, due 10/25/2044 * | | 2,703 | | 2,590 | |
3.88%, due 07/25/2044 * | | 1,413 | | 1,274 | |
4.00%, due 06/15/2022 | | 7 | | 6 | |
4.25%, due 09/15/2024 | | 1,067 | | 1,071 | |
4.50%, due 10/01/2013 - 06/15/2017 | | 3,426 | | 3,474 | |
4.74%, due 09/01/2035 * | | 3,601 | | 3,603 | |
5.00%, due 12/15/2015 - 05/15/2026 | | 25,675 | | 26,053 | |
5.20%, due 08/01/2023 * | | 113 | | 112 | |
5.30%, due 09/01/2035 * | | 3,075 | | 3,116 | |
5.50%, due 03/15/2017 - 08/01/2038 | | 25,319 | | 25,943 | |
6.50%, due 07/25/2043 | | 154 | | 160 | |
Ginnie Mae | | | | | |
6.50%, due 02/15/2029 - 06/20/2032 | | 263 | | 277 | |
Ginnie Mae, TBA | | | | | |
5.00%, due 12/01/2099 - 12/15/2099 | | 15,000 | | 15,319 | |
5.50%, due 01/01/2036 | | 200 | | 206 | |
6.50%, due 12/01/2099 | | 85,000 | | 88,373 | |
Overseas Private Investment Corp. | | | | | |
5.10%, due 12/10/2012 | | 5,700 | | 5,761 | |
5.75%, due 04/15/2014 | | 3,900 | | 3,913 | |
Total U.S. Government Agency Obligations (cost $1,193,670) | | | | 1,221,379 | |
| | | | | |
FOREIGN GOVERNMENT OBLIGATIONS (7.1%) | | | | | |
Bundesrepublik Deutschland | | | | | |
4.25%, due 07/04/2039 | | EUR | 5,700 | | 8,999 | |
4.75%, due 07/04/2034 | | EUR | 12,300 | | 19,738 | |
5.50%, due 01/04/2031 | | EUR | 8,800 | | 15,171 | |
5.63%, due 01/04/2028 | | EUR | 6,400 | | 11,076 | |
6.25%, due 01/04/2030 | | EUR | 5,800 | | 10,792 | |
Hong Kong Government | | | | | |
5.13%, due 08/01/2014 -144A | | $ | 2,700 | | 2,888 | |
Japanese Government CPI Linked Bond, TIPS | | | | | |
1.40%, due 06/10/2018 | | JPY | 999,140 | | 9,621 | |
Korea Expressway Corp. | | | | | |
5.13%, due 05/20/2015 -144A | | $ | 850 | | 663 | |
Province of Ontario Canada | | | | | |
4.70%, due 06/02/2037 | | CAD | 7,500 | | 6,071 | |
Republic of Brazil | | | | | | |
10.25%, due 01/10/2028 | | BRL | 2,800 | | 1,081 | |
Republic of South Africa | | | | | | |
5.25%, due 05/16/2013 | | EUR | 65 | | 79 | |
U.K. Gilt | | | | | | |
4.50%, due 12/07/2042 | | GBP | 2,500 | | 4,089 | |
Total Foreign Government Obligations (cost $78,829) | | | | 90,268 | |
| | | | | |
MORTGAGE-BACKED SECURITIES (10.9%) | | | | | |
Adjustable Rate Mortgage Trust | | | | | |
Series 2005-5, Class 2A1 | | | | | |
5.14%, due 09/25/2035 | | $ | 513 | | 308 | |
American Home Mortgage Assets | | | | | |
Series 2006-4, Class 1A12 | | | | | |
0.68%, due 10/25/2046 * | | 6,538 | | 2,277 | |
Series 2006-5, Class A1 | | 1,181 | | | |
3.18%, due 11/25/2046 * | | | | 415 | |
American Home Mortgage Investment Trust | | | | | |
Series 2005-2, Class 4A1 | | | | | |
5.66%, due 09/25/2045 * | | 13 | | 6 | |
Banc of America Funding Corp. | | | | | |
Series 2005-D, Class A1 | | | | | |
4.16%, due 05/25/2035 * | | 309 | | 221 | |
Series 2006-J, Class 4A1 | | | | | |
6.12%, due 01/20/2047 | | 317 | | 170 | |
Banc of America Mortgage Securities, Inc. | | | | | |
Series 2004-L, Class 2A1 | | | | | |
4.37%, due 01/25/2035 * | | 1,661 | | 1,225 | |
BCAP LLC Trust | | | | | |
Series 2006-AA2, Class A1 | | | | | |
0.64%, due 01/25/2037 * | | 1,800 | | 735 | |
Bear Stearns Adjustable Rate Mortgage Trust | | | | | |
Series 2003-5, Class 2A1 | | | | | |
4.53%, due 08/25/2033 | | 4,229 | | 3,354 | |
| | | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
4
| | Principal | | Value | |
Bear Stearns Adjustable Rate Mortgage Trust (continued) | | | | | |
Series 2003-8, Class 2A1 | | | | | |
5.45%, due 01/25/2034 * | | $ | 193 | | $ | 136 | |
Series 2003-8, Class 4A1 | | | | | |
5.18%, due 01/25/2034 | | 294 | | 187 | |
Series 2003-9, Class 2A1 | | | | | |
5.05%, due 02/25/2034 | | 424 | | 271 | |
Series 2004-10, Class 22A1 | | | | | |
4.96%, due 01/25/2035 | | 452 | | 341 | |
Series 2005-2, Class A2 | | | | | |
4.13%, due 03/25/2035 * | | 2,062 | | 1,606 | |
Series 2005-5, Class A1 | | | | | |
3.49%, due 08/25/2035 * | | 36 | | 30 | |
Series 2005-5, Class A2 | | | | | |
4.55%, due 08/25/2035 * | | 1,006 | | 825 | |
Series 2005-7, Class 22A1 | | | | | |
5.49%, due 09/25/2035 | | 994 | | 462 | |
Series 2005-9, Class A1 | | | | | |
4.63%, due 10/25/2035 * | | 2,613 | | 2,000 | |
Series 2006-6, Class 32A1 | | | | | |
5.75%, due 11/25/2036 | | 1,498 | | 698 | |
Series 2006-8, Class 3A1 | | | | | |
0.63%, due 02/25/2034 * | | 1,278 | | 589 | |
Bear Stearns Alt-A Trust | | | | | |
Series 2006-7, Class 1A2 | | | | | |
0.69%, due 12/25/2046 * | | 354 | | 69 | |
Series 2006-R1, Class 2E21 | | | | | |
5.44%, due 08/25/2036 | | 936 | | 381 | |
Bear Stearns Commercial Mortgage Securities | | | | | |
Series 2007-PW18, Class A4 | | | | | |
5.70%, due 06/11/2050 | | 2,000 | | 1,484 | |
Bear Stearns Structured Products, Inc. | | | | | |
Series 2007-R6, Class 1A1 | | | | | |
5.66%, due 01/26/2036 | | 976 | | 614 | |
Series 2007-R6, Class 2A1 | | | | | |
5.76%, due 12/26/2046 | | 676 | | 471 | |
Chaseflex Trust | | | | | |
Series 2007-3, Class 1A2 | | | | | |
0.93%, due 07/25/2037 * | | 4,521 | | 1,628 | |
Citigroup Mortgage Loan Trust, Inc. | | | | | |
Series 2005-6, Class A1 | | | | | |
4.05%, due 08/25/2035 * | | 1,597 | | 1,202 | |
Series 2005-6, Class A2 | | | | | |
4.25%, due 08/25/2035 * | | 1,233 | | 1,007 | |
Series 2006-AR1, Class 1A1 | | | | | |
4.90%, due 10/25/2035 * | | 5,281 | | 3,334 | |
Series 2007-10, Class 22AA | | | | | |
6.01%, due 09/25/2037 | | 6,713 | | 3,565 | |
Countrywide Alternative Loan Trust | | | | | |
Series 2003-J1, Class 4A1 | | | | | |
6.00%, due 10/25/2032 | | 52 | | 47 | |
Series 2003-J3, Class 2A1 | | | | | |
6.25%, due 12/25/2033 | | 665 | | 577 | |
Series 2005-11CB, Class 2A8 | | | | | |
4.50%, due 06/25/2035 | | 365 | | 355 | |
Series 2005-56, Class 5A2 | | | | | |
1.24%, due 11/25/2035 * | | 1,087 | | 527 | |
Series 2005-59, Class 1A1 | | | | | |
0.84%, due 11/20/2035 * | | 13 | | 7 | |
Series 2005-62, Class 2A1 | | | | | |
3.26%, due 12/25/2035 * | | 11 | | 5 | |
Series 2005-81, Class A1 | | | | | |
0.75%, due 02/25/2037 * | | 2,579 | | 1,273 | |
Series 2006-OA1, Class 2A1 | | | | | |
0.72%, due 03/20/2046 * | | 2,108 | | 867 | |
Series 2006-OA17, Class 1A1A | | | | | |
0.70%, due 12/20/2046 * | | 6,319 | | 2,741 | |
Series 2006-OA19, Class A1 | | | | | |
0.69%, due 02/20/2047 * | | 2,263 | | 928 | |
Series 2006-OA9, Class 2A1A | | | | | |
0.72%, due 07/20/2046 * | | 17 | | 7 | |
Series 2007-HY4, Class 1A1 | | | | | |
5.40%, due 06/25/2037 | | 5,041 | | 2,520 | |
Countrywide Home Loan Mortgage Pass-Through Trust | | | | | |
Series 2002-30, Class M | | | | | |
5.31%, due 10/19/2032 * | | 98 | | 82 | |
Series 2003-R4, Class 2A | | | | | |
6.50%, due 01/25/2034 -144A | | 848 | | 787 | |
Series 2004-12, Class 11A1 | | | | | |
4.74%, due 08/25/2034 | | 229 | | 115 | |
Series 2004-R1, Class 2A | | | | | |
6.50%, due 11/25/2034 -144A | | 1,236 | | 984 | |
Series 2005-HY10, Class 5A1 | | | | | |
5.61%, due 02/20/2036 | | 626 | | 328 | |
Series 2006-OA5, Class 2A2 | | | | | |
0.77%, due 04/25/2046 * | | 885 | | 196 | |
Credit Suisse Mortgage Capital Certificates | | | | | |
Series 2006-C4, Class A3 | | | | | |
5.47%, due 09/15/2039 | | 6,800 | | 5,003 | |
CS First Boston Mortgage Securities Corp. | | | | | |
Series 2003-AR15, Class 2A1 | | | | | |
4.95%, due 06/25/2033 | | 1,326 | | 1,109 | |
First Horizon Asset Securities, Inc. | | | | | |
Series 2003-AR2, Class 2A1 | | | | | |
4.43%, due 07/25/2033 * | | 1,393 | | 1,351 | |
Series 2005-AR3, Class 2A1 | | | | | |
5.35%, due 08/25/2035 * | | 226 | | 160 | |
Greenpoint Mortgage Funding Trust | | | | | |
Series 2006-AR7, Class 1A32 | | | | | |
0.67%, due 12/25/2046 * | | 800 | | 87 | |
Greenpoint Mortgage Pass-Through Certificates | | | | | |
Series 2003-1, Class A1 | | | | | |
5.50%, due 10/25/2033 * | | 466 | | 360 | |
Greenwich Capital Commercial Funding Corp. | | | | | |
Series 2007-GG9, Class A4 | | | | | |
5.44%, due 03/10/2039 | | 2,400 | | 1,827 | |
GS Mortgage Securities Corp. II | | | | | |
Series 2007-EOP, Class A1 | | | | | |
0.52%, due 03/06/2020 -144A * | | 1,925 | | 1,416 | |
GSR Mortgage Loan Trust | | | | | |
Series 2005-8F, Class 2A2 | | | | | |
5.50%, due 11/25/2035 | | 15 | | 15 | |
Series 2005-AR6, Class 2A1 | | | | | |
4.54%, due 09/25/2035 * | | 965 | | 712 | |
Series 2006-AR1, Class 2A1 | | | | | |
5.18%, due 01/25/2036 | | 18 | | 13 | |
Harborview Mortgage Loan Trust | | | | | |
Series 2005-4, Class 4A | | | | | |
5.22%, due 07/19/2035 | | 1,150 | | 594 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
5
At December 31, 2008
(all amounts in thousands)
| | Principal | | Value | |
Harborview Mortgage Loan Trust (continued) | | | | | |
Series 2006-1, Class 2A1A | | | | | |
0.82%, due 03/19/2036 * | | $ | 3,613 | | $ | 1,537 | |
Series 2006-5, Class 2A1A | | | | | |
0.76%, due 07/19/2046 * | | 1,379 | | 559 | |
Series 2006-7, Class 2A1A | | | | | |
0.78%, due 09/19/2046 * | | 997 | | 406 | |
Series 2007-1, Class 2A1A | | | | | |
0.71%, due 04/19/2038 * | | 2,372 | | 948 | |
IndyMac Index Mortgage Loan Trust | | | | | |
Series 2004-AR11, Class 2A | | | | | |
5.06%, due 12/25/2034 | | 125 | | 85 | |
Series 2006-AR12, Class A1 | | | | | |
0.66%, due 09/25/2046 * | | 1,184 | | 478 | |
JPMorgan Mortgage Trust | | | | | |
Series 2005-A1, Class 6T1 | | | | | |
5.02%, due 02/25/2035 * | | 915 | | 686 | |
Series 2007-A1, Class 5A5 | | | | | |
4.77%, due 07/25/2035 * | | 4,933 | | 3,487 | |
LB-UBS Commercial Mortgage Trust | | | | | |
Series 2007-C7, Class A3 | | | | | |
5.87%, due 09/15/2045 | | 4,700 | | 3,326 | |
Lehman XS Trust | | | | | |
Series 2006-10N, Class 1A1A | | | | | |
0.55%, due 07/25/2046 * | | 197 | | 194 | |
Series 2006-12N, Class A1A1 | | | | | |
0.55%, due 08/25/2046 * | | 10 | | 10 | |
Master Adjustable Rate Mortgages Trust | | | | | |
Series 2004-13, Class 3A4 | | | | | |
3.79%, due 11/21/2034 * | | 358 | | 347 | |
Master Alternative Loans Trust | | | | | |
Series 2006-2, Class 2A1 | | | | | |
0.87%, due 03/25/2036 * | | 524 | | 164 | |
Merrill Lynch Mortgage Investors, Inc. | | | | | |
Series 2005-A10, Class A | | | | | |
0.68%, due 02/25/2036 * | | 490 | | 261 | |
Merrill Lynch/Countrywide Commercial Mortgage Trust | | | | | |
Series 2007-9, Class A4 | | | | | |
5.70%, due 09/12/2049 | | 3,700 | | 2,564 | |
MLCC Mortgage Investors, Inc. | | | | | |
Series 2005-2, Class 1A | | | | | |
4.25%, due 10/25/2035 * | | 23,129 | | 17,601 | |
Series 2005-2, Class 2A | | | | | |
4.25%, due 10/25/2035 * | | 663 | | 527 | |
Series 2005-2, Class 3A | | | | | |
1.47%, due 10/25/2035 * | | 159 | | 118 | |
Series 2005-3, Class 4A | | | | | |
0.72%, due 11/25/2035 * | | 115 | | 82 | |
Morgan Stanley Capital I | | | | | |
Series 2007-XLFA, Class A1 | | | | | |
1.26%, due 10/15/2020 -144A * | | 1,972 | | 1,502 | |
Nomura Asset Acceptance Corp. | | | | | |
Series 2004-R1, Class A1 | | | | | |
6.50%, due 03/25/2034 -144A | | 1,130 | | 1,039 | |
Residential Accredit Loans, Inc. | | | | | |
Series 2005-QO3, Class A1 | | | | | |
0.87%, due 10/25/2045 * | | 787 | | 362 | |
Series 2006-QO6, Class A1 | | | | | |
0.65%, due 06/25/2046 * | | 1,035 | | 423 | |
Series 2006-QO7, Class 3A1 | | | | | |
0.57%, due 09/25/2046 * | | 462 | | 323 | |
Residential Asset Securitization Trust | | | | | |
Series 2006-R1, Class A2 | | | | | |
0.87%, due 01/25/2046 * | | 997 | | 448 | |
Residential Funding Mortgage Securities I | | | | | |
Series 2003-S9, Class A1 | | | | | |
6.50%, due 03/25/2032 | | 57 | | 55 | |
Series 2005-SA4, Class 1A21 | | | | | |
5.21%, due 09/25/2035 | | 544 | | 339 | |
Sequoia Mortgage Trust | | | | | |
Series 10, Class 2A1 | | | | | |
0.89%, due 10/20/2027 * | | 129 | | 99 | |
Structured Adjustable Rate Mortgage Loan Trust | | | | | |
Series 2004-20, Class 3A1 | | | | | |
5.35%, due 01/25/2035 | | 432 | | 225 | |
Series 2005-17, Class 3A1 | | | | | |
5.53%, due 08/25/2035 | | 160 | | 82 | |
Series 2005-18, Class 3A1 | | | | | |
5.43%, due 09/25/2035 | | 5,301 | | 3,400 | |
Structured Asset Mortgage Investments, Inc. | | | | | |
Series 2002-AR3, Class A1 | | | | | |
0.91%, due 09/19/2032 * | | 54 | | 38 | |
Series 2005-AR5, Class A1 | | | | | |
0.83%, due 07/19/2035 * | | 87 | | 37 | |
Series 2005-AR5, Class A2 | | | | | |
0.83%, due 07/19/2035 * | | 198 | | 149 | |
Series 2005-AR5, Class A3 | | | | | |
0.83%, due 07/19/2035 * | | 370 | | 250 | |
Series 2005-AR8, Class A1A | | | | | |
0.75%, due 02/25/2036 * | | 455 | | 216 | |
Series 2006-AR3, Class 12A1 | | | | | |
0.69%, due 05/25/2036 * | | 2,785 | | 1,116 | |
Series 2006-AR6, Class 2A1 | | | | | |
0.66%, due 07/25/2046 * | | 6,563 | | 2,859 | |
Series 2006-AR7, Class A8 | | | | | |
0.54%, due 08/25/2036 * | | 217 | | 205 | |
TBW Mortgage Backed Pass-Through Certificates | | | | | |
Series 2006-6, Class A1 | | | | | |
0.58%, due 01/25/2037 * | | 1,485 | | 1,380 | |
Wachovia Bank Commercial Mortgage Trust | | | | | |
Series 2006-WL7A, Class A1 | | | | | |
1.29%, due 09/15/2021 -144A * | | 1,715 | | 1,309 | |
Series 2007-C30, Class A5 | | | | | |
5.34%, due 12/15/2043 | | 5,100 | | 3,337 | |
WAMU Mortgage Pass-Through Certificates | | | | | |
Series 2002-AR2, Class A | | | | | |
4.38%, due 02/27/2034 * | | 193 | | 157 | |
Series 2003-AR9, Class 2A | | | | | |
4.49%, due 09/25/2033 * | | 6,458 | | 5,559 | |
Series 2003-R1, Class A1 | | | | | |
1.01%, due 12/25/2027 * | | 5,596 | | 4,634 | |
Series 2004-AR1, Class A | | | | | |
4.23%, due 03/25/2034 | | 624 | | 512 | |
Series 2006-AR10, Class 1A1 | | | | | |
5.93%, due 09/25/2036 | | 2,909 | | 1,682 | |
Series 2006-AR17, Class 1A | | | | | |
3.08%, due 12/25/2046 * | | 1,287 | | 499 | |
Series 2006-AR19, Class 1A1A | | | | | |
2.99%, due 01/25/2047 * | | 369 | | 162 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
6
| | Principal | | Value | |
WAMU Mortgage Pass-Through Certificates (continued) | | | | | |
Series 2006-AR3, Class A1A | | | | | |
3.26%, due 02/25/2046 * | | $ | 1,577 | | $ | 671 | |
Series 2006-AR7, Class 3A | | | | | |
4.63%, due 07/25/2046 * | | 2,472 | | 2,066 | |
Series 2006-AR7, Class C1B2 | | | | | |
0.69%, due 07/25/2046 * | | 801 | | 454 | |
Series 2006-AR9, Class 2A | | | | | |
4.63%, due 08/25/2046 * | | 2,528 | | 1,324 | |
Series 2007-HY1, Class 1A1 | | | | | |
5.71%, due 02/25/2037 | | 1,175 | | 641 | |
Series 2007-HY1, Class 4A1 | | | | | |
5.45%, due 02/25/2037 | | 6,562 | | 3,917 | |
Series 2007-OA1, Class A1A | | | | | |
2.96%, due 02/25/2047 * | | 6,546 | | 2,517 | |
Series 2007-OA3, Class 2A1A | | | | | |
3.02%, due 04/25/2047 * | | 886 | | 405 | |
Series 2007-OA6, Class 1A | | | | | |
3.07%, due 07/25/2047 * | | 1,180 | | 482 | |
Wells Fargo Mortgage Backed Securities Trust | | | | | |
Series 2003-13, Class A5 | | | | | |
4.50%, due 11/25/2018 | | 736 | | 693 | |
Series 2004-CC, Class A1 | | | | | |
4.96%, due 01/25/2035 * | | 1,243 | | 964 | |
Series 2004-Z, Class 2A1 | | | | | |
4.57%, due 12/25/2034 * | | 1,324 | | 859 | |
Series 2006-AR10, Class 5A6 | | | | | |
5.59%, due 07/25/2036 * | | 19 | | 11 | |
Series 2006-AR4, Class 2A6 | | | | | |
5.78%, due 04/25/2036 * | | 896 | | 328 | |
Series 2006-AR8, Class 2A4 | | | | | |
5.24%, due 04/25/2036 | | 4,276 | | 3,096 | |
Total Mortgage-Backed Securities (cost $193,970) | | | | 138,810 | |
| | | | | |
ASSET-BACKED SECURITIES (3.2%) | | | | | |
ACE Securities Corp. | | | | | |
Series 2006-ASP5, Class A2A | | | | | |
0.55%, due 10/25/2036 * | | 50 | | 48 | |
Amortizing Residential Collateral Trust | | | | | |
Series 2002-BC4, Class A | | | | | |
0.76%, due 07/25/2032 * | | 6 | | 4 | |
Asset Backed Funding Certificates | | | | | |
Series 2005-OPT1, Class A1MZ | | | | | |
0.82%, due 07/25/2035 * | | 132 | | 93 | |
Series 2006-HE1, Class A2A | | | | | |
0.53%, due 01/25/2037 * | | 1,630 | | 1,408 | |
Aurum CLO | | | | | |
Series 2002-1A, Class A1 | | | | | |
5.18%, due 04/15/2014 -144A * | | 2,866 | | 2,703 | |
Bear Stearns Asset Backed Securities Trust | | | | | |
Series 2002-2, Class A1 | | | | | |
1.13%, due 10/25/2032 * | | 52 | | 31 | |
Series 2006-SD4, Class 1A1 | | | | | |
5.28%, due 10/25/2036 | | 1,209 | | 925 | |
Chase Issuance Trust | | | | | |
Series 2008-A10, Class A10 | | | | | |
1.95%, due 08/17/2015 * | | 40 | | 32 | |
Citigroup Mortgage Loan Trust, Inc. | | | | | |
Series 2006-NC1, Class A2B | | | | | |
0.58%, due 08/25/2036 * | | 220 | | 193 | |
Series 2006-WFH3, Class A2 | | | | | |
0.57%, due 10/25/2036 * | | 1,903 | | 1,744 | |
Series 2007-AHL1, Class A2A | | | | | |
0.51%, due 12/25/2036 * | | 323 | | 278 | |
Countrywide Asset-Backed Certificates | | | | | |
Series 2006-11, Class 3AV1 | | | | | |
0.53%, due 09/25/2046 * | | 197 | | 194 | |
Series 2006-22, Class 2A1 | | | | | |
0.52%, due 05/25/2047 * | | 42 | | 39 | |
Series 2006-24, Class 2A1 | | | | | |
0.52%, due 06/25/2047 * | | 2,032 | | 1,862 | |
Series 2006-25, Class 2A1 | | | | | |
0.54%, due 06/25/2037 * | | 830 | | 771 | |
Series 2006-8, Class 2A1 | | | | | |
0.50%, due 01/25/2046 * | | 101 | | 100 | |
Series 2006-SD1, Class A1 | | | | | |
0.63%, due 02/25/2036 -144A * | | 323 | | 301 | |
Series 2007-5, Class 2A1 | | | | | |
0.57%, due 09/25/2047 * | | 2,252 | | 1,975 | |
First Franklin Mortgage Loan Asset Backed Certificates | | | | | |
Series 2006-FF18, Class A2A | | | | | |
0.54%, due 12/25/2037 * | | 1,488 | | 1,395 | |
Fremont Home Loan Trust | | | | | |
Series 2006-E, Class 2A1 | | | | | |
0.53%, due 01/25/2037 * | | 146 | | 114 | |
Home Equity Asset Trust | | | | | |
Series 2002-1, Class A4 | | | | | |
1.07%, due 11/25/2032 * | | 1 | | ¨ | |
JPMorgan Mortgage Acquisition Corp. | | | | | |
Series 2006-WMC3, Class A2 | | | | | |
0.52%, due 08/25/2036 * | | 19 | | 18 | |
Series 2007-CH3, Class A2 | | | | | |
0.55%, due 03/25/2037 * | | 477 | | 410 | |
Lehman XS Trust | | | | | |
Series 2006-16N, Class A1A | | | | | |
0.55%, due 11/25/2046 * | | 1,584 | | 1,467 | |
Series 2006-17, Class WF11 | | | | | |
0.59%, due 11/25/2036 * | | 744 | | 707 | |
Series 2006-4N, Class A1B1 | | | | | |
0.64%, due 04/25/2046 * | | 1,054 | | 843 | |
Series 2006-GP4, Class 2A2 | | | | | |
0.70%, due 08/25/2046 * | | 796 | | 189 | |
Long Beach Mortgage Loan Trust | | | | | |
Series 2006-9, Class 2A1 | | | | | |
0.53%, due 10/25/2036 * | | 271 | | 258 | |
Merrill Lynch Mortgage Investors, Inc. | | | | | |
Series 2006-FF1, Class A2A | | | | | |
0.54%, due 08/25/2036 * | | 606 | | 571 | |
Series 2006-FM1, Class A2A | | | | | |
0.53%, due 04/25/2037 * | | 5 | | 4 | |
Series 2006-MLN1, Class A2A | | | | | |
0.54%, due 07/25/2037 * | | 75 | | 71 | |
Series 2006-RM2, Class A2A | | | | | |
0.50%, due 05/25/2037 * | | 101 | | 100 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
7
| | Principal | | Value | |
Morgan Stanley Capital I | | | | | |
Series 2006-HE7, Class A2A | | | | | |
0.52%, due 09/25/2036 * | | $ | 904 | | $ | 853 | |
Series 2006-NC2, Class A2B | | | | | |
0.59%, due 02/25/2036 * | | 513 | | 507 | |
Series 2006-WMC2, Class A2A | | | | | |
0.51%, due 07/25/2036 * | | 83 | | 82 | |
Series 2007-HE2, Class A2A | | | | | |
0.51%, due 01/25/2037 * | | 1,759 | | 1,630 | |
Morgan Stanley Home Equity Loans | | | | | |
Series 2007-1, Class A1 | | | | | |
0.52%, due 12/25/2036 * | | 40 | | 37 | |
Morgan Stanley Mortgage Loan Trust | | | | | |
Series 2007-3XS, Class 2A1A | | | | | |
0.54%, due 01/25/2047 * | | 3,124 | | 2,898 | |
New Century Home Equity Loan Trust | | | | | |
Series 2005-2, Class A1ZA | | | | | |
0.73%, due 06/25/2035 * | | 26 | | 22 | |
Residential Asset Mortgage Products, Inc. | | | | | |
Series 2006-RZ5, Class A1A | | | | | |
0.57%, due 08/25/2046 * | | 1,315 | | 1,215 | |
Residential Asset Securities Corp. | | | | | |
Series 2007-KS1, Class A1 | | | | | |
0.53%, due 01/25/2037 * | | 1,360 | | 1,234 | |
Securitized Asset Backed Receivables LLC Trust | | | | | |
Series 2007-NC2, Class A2A | | | | | |
0.51%, due 01/25/2037 * | | 1,792 | | 1,602 | |
Small Business Administration | | | | | |
Series 2003-20I, Class 1 | | | | | |
5.13%, due 09/01/2023 | | 399 | | 409 | |
Series 2004-20C, Class 1 | | | | | |
4.34%, due 03/01/2024 | | 2,366 | | 2,336 | |
Series 2004-P10A, Class 1 | | | | | |
4.50%, due 02/01/2014 | | 751 | | 738 | |
Series 2008-20L, Class 1 | | | | | |
6.22%, due 12/01/2028 | | 4,200 | | 4,451 | |
Soundview Home Equity Loan Trust | | | | | |
Series 2006-EQ2, Class A1 | | | | | |
0.55%, due 01/25/2037 * | | 301 | | 285 | |
Structured Asset Securities Corp. | | | | | |
Series 2002-HF1, Class A | | | | | |
0.76%, due 01/25/2033 * | | 2 | | 2 | |
Series 2006-BC3, Class A2 | | | | | |
0.52%, due 10/25/2036 * | | 1,377 | | 1,273 | |
Series 2007-GEL1, Class A1 | | | | | |
0.57%, due 01/25/2037 -144A * | | 1,871 | | 1,249 | |
Wells Fargo Home Equity Trust | | | | | |
Series 2007-1, Class A1 | | | | | |
0.57%, due 03/25/2037 * | | 697 | | 641 | |
Total Asset-Backed Securities (cost $43,866) | | | | 40,312 | |
| | | | | |
MUNICIPAL GOVERNMENT OBLIGATIONS (7.2%) | | | | | |
Buckeye Tobacco Settlement Financing Authority | | | | | |
5.88%, due 06/01/2030 | | 4,400 | | 2,660 | |
Chicago Transit Authority | | | | | |
6.90%, due 12/01/2040 | | 18,400 | | 18,159 | |
City of Houston Texas | | | | | |
5.00%, due 11/15/2036 | | 900 | | 848 | |
Golden State Tobacco Securitization Corp. | | | | | |
5.13%, due 06/01/2047 | | 300 | | 152 | |
Los Angeles Community College District | | | | | |
5.00%, due 08/01/2031 | | 3,990 | | 3,801 | |
Los Angeles Department of Water & Power | | | | | |
5.00%, due 07/01/2044 | | 7,100 | | 6,357 | |
Los Angeles Unified School District | | | | | |
4.50%, due 07/01/2022 | | 2,155 | | 2,105 | |
Massachusetts Bay Transportation Authority | | | | | |
5.00%, due 07/01/2024 | | 6,370 | | 6,535 | |
Massachusetts Health & Educational Facilities Authority | | | | | |
5.50%, due 11/15/2036 | | 12,300 | | 12,754 | |
New York City Municipal Water Finance Authority | | | | | |
5.00%, due 06/15/2037 | | 4,980 | | 4,617 | |
5.75%, due 06/15/2040 | | 6,200 | | 6,339 | |
Palomar Community College District | | | | | |
4.75%, due 05/01/2032 | | 100 | | 90 | |
San Bernardino Community College District/CA | | | | | |
5.00%, due 08/01/2031 | | 2,420 | | 2,319 | |
State of Texas | | | | | |
5.00%, due 04/01/2037 | | 7,100 | | 6,789 | |
Tobacco Securitization Authority | | | | | |
5.13%, due 06/01/2046 | | 3,100 | | 1,571 | |
Tobacco Settlement Financing Corp. | | | | | |
5.00%, due 06/01/2041 | | 4,000 | | 2,021 | |
5.88%, due 05/15/2039 | | 100 | | 62 | |
7.47%, due 06/01/2047 | | 2,660 | | 1,666 | |
University of Texas | | | | | |
5.00%, due 08/15/2023 | | 12,985 | | 13,350 | |
Total Municipal Government Obligations (cost $96,911) | | | | 92,195 | |
| | | | | |
CORPORATE DEBT SECURITIES (32.2%) | | | | | |
Airlines (0.1%) | | | | | |
Continental Airlines, Inc. | | | | | |
7.06%, due 09/15/2009 | | 1,000 | | 960 | |
United Airlines, Inc. | | | | | |
6.20%, due 12/31/2049 | | 110 | | 102 | |
6.60%, due 09/01/2013 | | 32 | | 30 | |
Automobiles (0.3%) | | | | | |
Daimler Finance North America LLC | | | | | |
2.35%, due 03/13/2009 * | | 3,000 | | 2,998 | |
General Motors Corp. | | | | | |
8.38%, due 07/05/2033 ^ | | EUR | 2,000 | | 445 | |
Capital Markets (7.2%) | | | | | |
Bear Stearns Cos., Inc. | | | | | |
5.70%, due 11/15/2014 | | $ | 4,400 | | 4,296 | |
6.40%, due 10/02/2017 | | 2,200 | | 2,286 | |
6.95%, due 08/10/2012 | | 4,400 | | 4,570 | |
7.25%, due 02/01/2018 | | 4,400 | | 4,822 | |
7.63%, due 12/07/2009 ^ | | 560 | | 571 | |
Deutsche Bank AG | | | | | |
6.00%, due 09/01/2017 | | 8,600 | | 9,125 | |
Goldman Sachs Group, Inc. | | | | | |
4.55%, due 11/15/2014 * | | EUR | 900 | | 897 | |
5.06%, due 02/04/2013 * | | EUR | 800 | | 875 | |
6.25%, due 09/01/2017 | | $ | 14,700 | | 14,254 | |
| | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
8
| | Principal | | Value | |
Capital Markets (continued) | | | | | |
Goldman Sachs Group, Inc. (continued) | | | | | |
6.75%, due 10/01/2037 ^ | | $ | 6,100 | | $ | 4,952 | |
Lehman Brothers Holdings, Inc. | | | | | |
1.00%, due 12/23/2024 Џ | | 4,800 | | 456 | |
5.63%, due 01/24/2013 Џ | | 9,800 | | 931 | |
6.75%, due 12/28/2017 Џ | | 4,000 | | ¨ | |
6.88%, due 05/02/2018 Џ | | 1,200 | | 114 | |
Merrill Lynch & Co., Inc. | | | | | |
5.09%, due 01/31/2014 * | | EUR | 2,100 | | 2,328 | |
6.05%, due 08/15/2012 | | $ | 400 | | 395 | |
6.88%, due 04/25/2018 | | 7,200 | | 7,531 | |
Morgan Stanley | | | | | |
1.64%, due 10/15/2015 * | | 1,100 | | 754 | |
2.56%, due 05/07/2009 * | | 4,100 | | 4,033 | |
5.95%, due 12/28/2017 | | 18,900 | | 15,687 | |
6.63%, due 04/01/2018 | | 13,900 | | 12,194 | |
6.75%, due 04/15/2011 | | 400 | | 394 | |
Commercial Banks (9.9%) | | | | | |
American Express Bank FSB | | | | | |
5.50%, due 04/16/2013 | | 5,200 | | 4,926 | |
ANZ National International, Ltd. | | | | | |
6.20%, due 07/19/2013 -144A | | 14,700 | | 14,223 | |
Bank of Scotland PLC | | | | | |
4.59%, due 07/17/2009 -144A * | | 2,000 | | 1,994 | |
Barclays Bank PLC | | | | | |
5.45%, due 09/12/2012 | | 9,400 | | 9,520 | |
6.05%, due 12/04/2017 -144A | | 6,000 | | 5,293 | |
7.43%, due 12/15/2017 -144A ¡ Ž | | 2,000 | | 1,011 | |
7.70%, due 04/25/2018 -144A ¡ Ž | | 6,900 | | 4,563 | |
China Development Bank Corp. | | | | | |
5.00%, due 10/15/2015 | | 300 | | 300 | |
Citigroup Capital XXI | | | | | |
8.30%, due 12/21/2057 ¡ | | 3,300 | | 2,545 | |
Credit Suisse, Inc. | | | | | |
5.00%, due 05/15/2013 | | 21,800 | | 20,981 | |
Glitnir Banki HF | | | | | |
3.05%, due 04/20/2010 -144A Џ | | 500 | | 24 | |
HSBC Capital Funding LP | | | | | |
10.18%, due 06/30/2030 -144A ¡ Ž | | 100 | | 82 | |
Rabobank Capital Funding II | | | | | |
5.26%, due 12/31/2013 -144A ¡ Ž | | 1,000 | | 529 | |
Rabobank Capital Funding Trust | | | | | |
5.25%, due 10/21/2016 -144A Ž | | 1,480 | | 811 | |
Rabobank Nederland NV | | | | | |
4.77%, due 01/15/2009 -144A * | | 3,800 | | 3,803 | |
Regions Bank | | | | | |
3.25%, due 12/09/2011 | | 25,400 | | 26,425 | |
Royal Bank of Scotland PLC | | | | | |
7.64%, due 09/29/2017 ¡ Ž | | 7,000 | | 2,788 | |
Santander SA | | | | | |
2.26%, due 11/20/2009 -144A * | | 4,700 | | 4,642 | |
2.77%, due 02/06/2009 -144A * | | 3,800 | | 3,799 | |
Sumitomo Mitsui Banking Corp. | | | | | |
5.63%, due 10/15/2015 -144A ¡ Ž | | 550 | | 407 | |
SunTrust Banks, Inc. | | | | | |
3.00%, due 11/16/2011 | | 3,700 | | 3,826 | |
UBS AG | | | | | |
5.88%, due 12/20/2017 | | 5,600 | | 5,144 | |
Wells Fargo & Co. | | | | | |
7.98%, due 03/15/2018 Ž | | 12,700 | | 10,825 | |
Commercial Services & Supplies (0.1%) | | | | | |
Waste Management, Inc. | | | | | |
7.38%, due 08/01/2010 | | 700 | | 709 | |
Consumer Finance (2.7%) | | | | | |
American Express Co. | | | | | |
6.15%, due 08/28/2017 ^ | | 3,300 | | 3,181 | |
American Express Credit Corp. | | | | | |
5.88%, due 05/02/2013 | | 15,900 | | 15,263 | |
Capital One Financial Corp. | | | | | |
6.75%, due 09/15/2017 | | 3,400 | | 3,293 | |
Ford Motor Credit Co. LLC | | | | | |
7.25%, due 10/25/2011 | | 300 | | 219 | |
7.80%, due 06/01/2012 ^ | | 2,300 | | 1,614 | |
9.75%, due 09/15/2010 ^ Ђ | | 800 | | 640 | |
GMAC LLC | | | | | |
3.40%, due 05/15/2009 * | | 100 | | 95 | |
6.63%, due 05/15/2012 ^ | | 2,600 | | 2,004 | |
7.00%, due 02/01/2012 | | 2,800 | | 2,213 | |
7.25%, due 03/02/2011 | | 700 | | 595 | |
HSBC Finance Corp. | | | | | |
2.18%, due 03/12/2010 ^ * | | 3,200 | | 2,917 | |
6.38%, due 10/15/2011 ^ | | 2,000 | | 1,968 | |
Diversified Financial Services (5.7%) | | | | | |
Bank of America Corp. | | | | | |
5.65%, due 05/01/2018 | | 14,300 | | 14,385 | |
8.00%, due 01/30/2018 ¡ Ž | | 7,500 | | 5,395 | |
8.13%, due 05/15/2018 ¡ Ž | | 13,300 | | 9,948 | |
Caterpillar Financial Services Corp. | | | | | |
2.30%, due 05/18/2009 * | | 700 | | 694 | |
Citigroup, Inc. | | | | | |
2.33%, due 06/09/2009 * | | 2,000 | | 1,953 | |
5.50%, due 04/11/2013 | | 5,500 | | 5,355 | |
5.88%, due 05/29/2037 | | 1,100 | | 1,099 | |
8.40%, due 04/30/2018 ¡ Ž | | 15,500 | | 10,235 | |
General Electric Capital Corp. | | | | | |
5.88%, due 01/14/2038 | | 3,700 | | 3,622 | |
6.50%, due 09/15/2067 -144A ¡ | | GBP | 3,800 | | 3,447 | |
JPMorgan Chase & Co. | | | | | |
6.00%, due 01/15/2018 | | $ | 12,200 | | 12,774 | |
Petroleum Export, Ltd. | | | | | |
5.27%, due 06/15/2011 -144A | | 438 | | 407 | |
Santander SA | | | | | |
6.67%, due 10/24/2017 -144A ¡ Ž | | 2,100 | | 1,336 | |
Williams Cos., Inc. | | | | | |
6.75%, due 04/15/2009 -144A ^ | | 1,900 | | 1,883 | |
Diversified Telecommunication Services (0.5%) | | | | | |
AT&T, Inc. | | | | | |
4.13%, due 09/15/2009 ^ | | 3,025 | | 3,037 | |
6.30%, due 01/15/2038 | | 1,900 | | 2,009 | |
KT Corp. | | | | | |
4.88%, due 07/15/2015 -144A | | 900 | | 757 | |
Electric Utilities (0.3%) | | | | | |
Columbus Southern Power Co. | | | | | |
5.50%, due 03/01/2013 | | 100 | | 96 | |
Entergy Gulf States, Inc. | | | | | |
5.70%, due 06/01/2015 | | 750 | | 677 | |
Florida Power Corp. | | | | | |
4.80%, due 03/01/2013 | | 1,960 | | 1,942 | |
Ohio Power Co. | | | | | |
5.50%, due 02/15/2013 | | 100 | | 96 | |
| | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
9
| | Principal | | Value | |
Electric Utilities (continued) | | | | | |
Progress Energy, Inc. | | | | | |
6.85%, due 04/15/2012 ^ | | $ | 440 | | $ | 441 | |
7.10%, due 03/01/2011 ^ | | 282 | | 280 | |
PSEG Power LLC | | | | | |
6.95%, due 06/01/2012 | | 921 | | 909 | |
Food & Staples Retailing (0.3%) | | | | | |
New Albertsons, Inc. | | | | | |
6.95%, due 08/01/2009 | | 300 | | 293 | |
Wal-Mart Stores, Inc. | | | | | |
5.80%, due 02/15/2018 | | 2,000 | | 2,213 | |
6.50%, due 08/15/2037 | | 800 | | 950 | |
Food Products (0.3%) | | | | | |
Kraft Foods, Inc. | | | | | |
5.63%, due 11/01/2011 ^ | | 4,000 | | 4,087 | |
6.88%, due 02/01/2038 | | 700 | | 700 | |
Health Care Providers & Services (0.3%) | | | | | |
HCA, Inc. | | | | | |
9.25%, due 11/15/2016 | | 600 | | 551 | |
UnitedHealth Group, Inc. | | | | | |
6.00%, due 02/15/2018 ^ | | 3,500 | | 3,229 | |
6.88%, due 02/15/2038 | | 700 | | 613 | |
Hotels, Restaurants & Leisure (0.2%) | | | | | |
Mandalay Resort Group | | | | | |
6.50%, due 07/31/2009 | | 2,300 | | 2,231 | |
Insurance (1.6%) | | | | | |
American International Group, Inc. | | | | | |
8.18%, due 05/15/2058 -144A ¡ | | 13,400 | | 5,213 | |
8.25%, due 08/15/2018 -144A | | 12,300 | | 9,003 | |
Metropolitan Life Global Funding I | | | | | |
2.19%, due 05/17/2010 -144A * | | 2,600 | | 2,332 | |
5.13%, due 04/10/2013 -144A | | 2,600 | | 2,423 | |
Principal Life Income Funding Trusts | | | | | |
5.30%, due 04/24/2013 | | 1,000 | | 937 | |
Machinery (0.1%) | | | | | |
Tyco International Finance SA | | | | | |
6.38%, due 10/15/2011 | | 1,510 | | 1,484 | |
Media (0.0%) | | | | | |
Time Warner, Inc. | | | | | |
6.88%, due 05/01/2012 ^ | | 410 | | 394 | |
Metals & Mining (0.2%) | | | | | |
Alcoa, Inc. | | | | | |
6.00%, due 07/15/2013 | | 300 | | 271 | |
6.75%, due 07/15/2018 | | 2,300 | | 1,882 | |
Office Electronics (0.2%) | | | | | |
Xerox Corp | | | | | |
9.75%, due 01/15/2009 ^ Ђ | | 2,200 | | 2,199 | |
Oil, Gas & Consumable Fuels (1.1%) | | | | | |
El Paso Corp. | | | | | |
7.75%, due 01/15/2032 | | 425 | | 276 | |
7.80%, due 08/01/2031 | | 125 | | 81 | |
Enterprise Products Operating, LP | | | | | |
4.95%, due 06/01/2010 | | 500 | | 479 | |
GAZ Capital SA | | | | | |
8.15%, due 04/11/2018 -144A ^ | | 1,200 | | 846 | |
8.63%, due 04/28/2034 Reg S | | 2,300 | | 1,840 | |
Kerr-McGee Corp. | | | | | |
6.88%, due 09/15/2011 | | 4,000 | | 3,958 | |
NGPL Pipeco LLC | | | | | |
7.12%, due 12/15/2017 -144A | | 4,100 | | 3,691 | |
7.77%, due 12/15/2037 -144A | | 1,700 | | 1,385 | |
Sonat, Inc. | | | | | |
7.63%, due 07/15/2011 | | 1,000 | | 912 | |
Southern Natural Gas Co. | | | | | |
8.00%, due 03/01/2032 | | 820 | | 683 | |
Williams Cos., Inc. | | | | | |
7.50%, due 01/15/2031 | | 300 | | 201 | |
Personal Products (0.3%) | | | | | |
Avon Products, Inc. | | | | | |
5.13%, due 01/15/2011 | | 4,000 | | 3,946 | |
Road & Rail (0.0%) | | | | | |
Norfolk Southern Corp. | | | | | |
6.75%, due 02/15/2011 | | 550 | | 556 | |
Thrifts & Mortgage Finance (0.7%) | | | | | |
Nykredit Realkredit A/S | | | | | |
5.00%, due 10/01/2038 * | | DKK | 17,107 | | 3,009 | |
Realkredit Danmark A/S | | | | | |
5.00%, due 01/01/2038 * | | DKK | 33,763 | | 5,921 | |
Tobacco (0.1%) | | | | | |
Reynolds American, Inc. | | | | | |
7.63%, due 06/01/2016 | | 800 | | 666 | |
Wireless Telecommunication Services (0.0%) | | | | | |
AT&T Mobility LLC | | | | | |
6.50%, due 12/15/2011 | | 560 | | 562 | |
Total Corporate Debt Securities (cost $479,749) | | | | 411,966 | |
| | | | | |
| | Shares | | | |
CONVERTIBLE PREFERRED STOCKS (0.2%) | | | | | |
Diversified Financial Services (0.1%) | | | | | |
Bank of America Corp. 7.25% p | | 2,000 | | 1,300 | |
Insurance (0.1%) | | | | | |
American International Group, Inc. 8.50% p | | 97,000 | | 825 | |
Total Convertible Preferred Stocks (cost $9,275) | | | | 2,125 | |
| | | | | |
PREFERRED STOCKS (0.5%) | | | | | |
Commercial Banks (0.2%) | | | | | |
Wachovia Corp. 7.50% p^ | | 2,900 | | 2,175 | |
Thrifts & Mortgage Finance (0.3%) | | | | | |
DG Funding Trust 2.61% -144A p * § | | 380 | | 3,812 | |
U.S. Government Agency Obligation (0.0%) | | | | | |
Fannie Mae 8.25% ¡ p | | 65,000 | | 54 | |
Total Preferred Stocks (cost $8,357) | | | | 6,041 | |
| | | | | |
| | Principal | | | |
LOAN ASSIGNMENTS (1.0%) | | | | | |
Automobiles (0.2%) | | | | | |
DaimlerChrysler Finance Co. | | | | | |
9.00%, due 08/03/2012 | | $ | 4,938 | | 2,536 | |
Electric Utilities (0.2%) | | | | | |
Texas Competitive Electric Holdings Co. LLC | | | | | |
6.48%, due 10/10/2014 | | 408 | | 282 | |
8.40%, due 10/10/2014 | | 3,562 | | 2,463 | |
Health Care Providers & Services (0.4%) | | | | | |
HCA, Inc. | | | | | |
6.01%, due 11/18/2013 | | 4,618 | | 3,596 | |
Health Management Associates, Inc. | | | | | |
7.10%, due 01/16/2014 | | 2,634 | | 2,059 | |
Hotels, Restaurants & Leisure (0.1%) | | | | | |
Las Vegas Sands Corp. | | | | | |
3.00%, due 06/15/2011 | | 84 | | 38 | |
6.58%, due 06/15/2011 | | 2,066 | | 927 | |
Media (0.1%) | | | | | |
CSC Holdings, Inc. | | | | | |
1.00%, due 02/24/2013 | | 1,489 | | 1,272 | |
Total Loan Assignments (cost $18,682) | | | | 13,173 | |
| | | | | | | | |
The notes to the financial statements are an integral part of this report.
10
| | Contracts G | | Value | |
PURCHASED OPTIONS (0.3%) | | | | | |
Covered Call Options (0.0%) | | | | | |
5-Year U.S. Treasury Note | | | | | |
Call Strike $126.00 | | | | | |
Expires 01/23/2009 | | 1,559,000 | | $ | 12 | |
OTC EURO vs USD Currency | | | | | |
Call Strike $1.38 | | | | | |
Expires 05/21/2010 § | | 1,000,000 | | 129 | |
OTC EURO vs USD Currency | | | | | |
Call Strike $1.38 | | | | | |
Expires 05/21/2010 § | | 2,500,000 | | 323 | |
OTC EURO vs USD Currency | | | | | |
Call Strike $1.38 | | | | | |
Expires 06/03/2010 § | | 2,600,000 | | 339 | |
OTC JPY vs USD Currency | | | | | |
Call Strike $104.00 | | | | | |
Expires 03/17/2010 § | | 6,800,000 | | 51 | |
OTC JPY vs USD Currency | | | | | |
Call Strike $104.00 | | | | | |
Expires 03/17/2010 § | | 1,500,000 | | 11 | |
OTC JPY vs USD Currency | | | | | |
Call Strike $105.40 | | | | | |
Expires 03/31/2010 § | | 4,600,000 | | 29 | |
OTC JPY vs USD Currency | | | | | |
Call Strike $148.40 | | | | | |
Expires 06/03/2010 § | | 1,800,000 | | 67 | |
Put Options (0.3%) | | | | | |
10-Year U.S. Treasury Note | | | | | |
Put Strike $90.00 | | | | | |
Expires 02/20/2009 | | 825,000 | | 13 | |
5-Year U.S. Treasury Note | | | | | |
Put Strike $85.00 | | | | | |
Expires 02/20/2009 | | 615,000 | | 5 | |
CBOT 2-Year Future | | | | | |
Put Strike $84.00 | | | | | |
Expires 02/20/2009 | | 212,000 | | 3 | |
Fannie Mae | | | | | |
Put Strike $73.00 | | | | | |
Expires 01/06/2009 § | | 10,500,000 | | ¨ | |
Fannie Mae | | | | | |
Put Strike $56.25 | | | | | |
Expires 01/06/2009 § | | 150,900,000 | | ¨ | |
Fannie Mae | | | | | |
Put Strike $60.25 | | | | | |
Expires 01/06/2009 § | | 120,700,000 | | ¨ | |
Fannie Mae | | | | | |
Put Strike $52.00 | | | | | |
Expires 01/06/2009 § | | 75,000,000 | | ¨ | |
Fannie Mae | | | | | |
Put Strike $60.00 | | | | | |
Expires 01/06/2009 § | | 21,100,000 | | ¨ | |
Fannie Mae | | | | | |
Put Strike $60.00 | | | | | |
Expires 01/13/2009 § | | 20,400,000 | | ¨ | |
Fannie Mae | | | | | |
Put Strike $75.50 | | | | | |
Expires 02/05/2009 § | | 228,600,000 | | ¨ | |
Ginnie Mae | | | | | |
Put Strike $70.00 | | | | | |
Expires 01/14/2009 § | | 6,000,000 | | ¨ | |
Ginnie Mae | | | | | |
Put Strike $65.00 | | | | | |
Expires 01/14/2009 § | | 56,000,000 | | ¨ | |
Ginnie Mae | | | | | |
Put Strike $74.25 | | | | | |
Expires 02/12/2009 § | | 113,900,000 | | ¨ | |
OTC EURO vs USD Currency | | | | | |
Put Strike $1.38 | | | | | |
Expires 05/21/2010 § | | 1,000,000 | | 117 | |
OTC EURO vs USD Currency | | | | | |
Put Strike $1.38 | | | | | |
Expires 05/21/2010 § | | 2,500,000 | | 292 | |
OTC EURO vs USD Currency | | | | | |
Put Strike $1.38 | | | | | |
Expires 06/03/2010 § | | 2,600,000 | | 308 | |
OTC JPY vs USD Currency | | | | | |
Put Strike $104.00 | | | | | |
Expires 03/17/2010 § | | 6,800,000 | | 1,126 | |
OTC JPY vs USD Currency | | | | | |
Put Strike $104.00 | | | | | |
Expires 03/17/2010 § | | 1,500,000 | | 249 | |
OTC JPY vs USD Currency | | | | | |
Put Strike $105.40 | | | | | |
Expires 03/31/2010 § | | 4,600,000 | | 829 | |
OTC JPY vs USD Currency | | | | | |
Put Strike $148.40 | | | | | |
Expires 06/03/2010 § | | 1,800,000 | | 547 | |
U.S. Treasury Bond | | | | | |
Put Strike $71.00 | | | | | |
Expires 02/20/2009 | | 53,000 | | 1 | |
U.S. Treasury Bond | | | | | |
Put Strike $66.00 | | | | | |
Expires 02/20/2009 | | 484,000 | | 8 | |
Total Purchased Options (cost $2,067) | | | | 4,459 | |
| | | | | |
| | Notional Amount | | | |
PURCHASED SWAPTIONS (0.5%) | | | | | |
Covered Call Options (0.5%) | | | | | |
IRO 2-Year USD | | | | | |
Call Strike $3.50 | | | | | |
Expires 02/02/2009 | | 51,100 | | 1,953 | |
IRO 2-Year USD | | | | | |
Call Strike $3.45 | | | | | |
Expires 08/03/2009 | | 12,000 | | 398 | |
IRO 2-Year USD | | | | | |
Call Strike $3.45 | | | | | |
Expires 08/03/2009 | | 28,200 | | 935 | |
IRO 2-Year USD | | | | | |
Call Strike $3.45 | | | | | |
Expires 08/03/2009 | | 9,000 | | 299 | |
IRO 2-Year USD | | | | | |
Call Strike $3.15 | | | | | |
Expires 02/02/2029 | | 32,800 | | 1,027 | |
IRO USD | | | | | |
Call Strike $3.60 | | | | | |
Expires 07/02/2009 | | 18,200 | | 668 | |
Put Options (0.0%) | | | | | |
IRO 10-Year USD | | | | | |
Call Strike $3.65 | | | | | |
Expires 12/15/2009 § | | 30,500 | | 627 | |
Total Purchased Swaptions (cost $2,570) | | | | 5,907 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
11
At December 31, 2008
(all amounts except share amounts in thousands)
| | Principal | | Value | |
SHORT-TERM U.S. GOVERNMENT OBLIGATIONS (0.5%) | | | | | |
U.S. Treasury Bill | | | | | |
Zero Coupon, due 01/22/2009 - 04/29/2009 ^ (d) | | $ | 6,250 | | $ | 6,248 | |
Zero Coupon, due 04/09/2009 (d) | | 750 | | 750 | |
Total Short-Term U.S. Government Obligations (cost $6,999) | | | | 6,998 | |
| | | | | |
REPURCHASE AGREEMENT (3.3%) | | | | | |
U.S. Treasury Repurchase Agreement 2.13%, dated 12/31/2008, to be repurchased at $42,100 on 01/02/2009 • | | 42,100 | | 42,100 | |
Total Repurchase Agreement (cost $42,100) | | | | 42,100 | |
| | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (1.6%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 20,187,849 | | 20,188 | |
Total Securities Lending Collateral (cost $20,188) | | | | 20,188 | |
| | | | | |
Total Investment Securities (cost $2,362,331) # | | | | $ | 2,277,558 | |
| | | | | |
| | Notional Amount | | | |
WRITTEN-SWAPTIONS (-0.5%) (c) | | | | | |
Call Options (-0.4%) | | | | | |
7-Year USD | | (13,900 | ) | (1,997 | ) |
Call Strike $4.60 | | | | | |
Expires 2/2/2009 | | | | | |
IRO USD | | (7,900 | ) | (714 | ) |
Call Strike $4.20 | | | | | |
Expires 7/2/2009 | | | | | |
7-Year IRO USD | | (3,000 | ) | (371 | ) |
Call Strike $4.40 | | | | | |
Expires 8/3/2009 | | | | | |
5-Year IRO USD | | (4,200 | ) | (423 | ) |
Call Strike $4.30 | | | | | |
Expires 2/2/2009 | | | | | |
5-Year IRO USD | | (5,200 | ) | (453 | ) |
Call Strike $4.15 | | | | | |
Expires 8/3/2009 | | | | | |
7-Year IRO USD | | (9,400 | ) | (1,163 | ) |
Call Strike $4.40 | | | | | |
Expires 8/3/2009 | | | | | |
Put Options (-0.1%) | | | | | |
2-Year IRO USD | | (121,900 | ) | (344 | ) |
Put Strike $2.95 | | | | | |
Expires 12/15/2009 | | | | | |
2-Year IRO USD | | (12,200 | ) | (34 | ) |
Put Strike $2.95 | | | | | |
Expires 12/15/2009 | | | | | |
5-Year USD | | (15,500 | ) | (167 | ) |
Put Strike $2.75 | | | | | |
Expires 5/22/2009 | | | | | |
5-Year IRO DUB | | (12,100 | ) | (130 | ) |
Put Strike $2.75 | | | | | |
Expires 5/22/2009 | | | | | |
5-Year IRO USD | | (14,600 | ) | (157 | ) |
Put Strike $2.75 | | | | | |
Expires 5/22/2009 | | | | | |
Total Written Swaptions (premium $2,378) | | (219,900 | ) | (5,953 | ) |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
12
At December 31, 2008
(all amounts in thousands)
SWAP AGREEMENTS (e)
CREDIT DEFAULT SWAPS ON CORPORATE AND SOVEREIGN ISSUES – BUY PROTECTION: (1)
Reference Obligation | | Fixed Deal (Pay) Rate | | Maturity Date | | Counterparty | | Implied Credit Spread at 12/31/2008 (3) | | Notional Amount (4) | | Market Value | | Upfront Premiums Paid/(Received) | | Unrealized Appreciation/ (Depreciation) | |
Alcoa, Inc., | | | | | | | | | | | | | | | | | |
6.34%, due 07/15/2018 § | | 1.33 | % | 09/20/2018 | | BRC | | 627.72 | | $ | 2,300 | | $ | 618 | | $ | — | | $ | 618 | |
Alcoa, Inc., | | | | | | | | | | | | | | | | | |
6.34%, due 07/15/2019 § | | 1.20 | % | 09/20/2013 | | BRC | | 662.44 | | 300 | | 57 | | — | | 57 | |
AutoZone, Inc., | | | | | | | | | | | | | | | | | |
5.88%, due 1/15/2012 § | | 0.67 | % | 06/20/2017 | | RYL | | 138.37 | | 3,900 | | 176 | | — | | 176 | |
Avon Products Inc. | | | | | | | | | | | | | | | | | |
5.13% due 1/15/2011 § | | 0.15 | % | 03/20/2011 | | FBF | | 69.04 | | 4,000 | | 47 | | — | | 47 | |
Baxter International, Inc., | | | | | | | | | | | | | | | | | |
6.63%, due 02/15/2028 § | | 0.35 | % | 09/20/2013 | | BRC | | 49.20 | | 4,100 | | 16 | | — | | 16 | |
BFC Genesee CDO, Ltd. 26-1A A3L, | | | | | | | | | | | | | | | | | |
7.00%, due 1/1/2041 § | | 2.25 | % | 01/10/2041 | | CBK | | 96.03 | | 2,460 | | 2,362 | | — | | 2,362 | |
Campbell Soup Company, | | | | | | | | | | | | | | | | | |
4.88%, due 10/01/2013 § | | 0.35 | % | 09/20/2013 | | BRC | | 43.91 | | 1,700 | | 7 | | — | | 7 | |
Campbell Soup Company, | | | | | | | | | | | | | | | | | |
4.88%, due 10/01/2013 § | | 0.35 | % | 09/20/2013 | | UAG | | 43.91 | | 700 | | 3 | | — | | 3 | |
Diamond Offshore Drill, | | | | | | | | | | | | | | | | | |
Zero Coupon, due 6/6/2020 § | | 0.44 | % | 06/20/2017 | | CBK | | 203.15 | | 3,700 | | 385 | | — | | 385 | |
Eastman Chemical Company, | | | | | | | | | | | | | | | | | |
7.60%, due 02/01/2027 § | | 0.65 | % | 09/20/2013 | | BPS | | 147.80 | | 5,600 | | 200 | | — | | 200 | |
First Energy Corp., | | | | | | | | | | | | | | | | | |
7.38%, due 11/15/2031 § | | 0.68 | % | 09/20/2013 | | BRC | | 127.50 | | 9,000 | | 289 | | — | | 289 | |
General Mills, Inc., | | | | | | | | | | | | | | | | | |
5.70%, due 02/15/2017 § | | 0.50 | % | 09/20/2013 | | BRC | | 78.56 | | 5,000 | | 66 | | — | | 66 | |
HSBC Finance Corp BP, | | | | | | | | | | | | | | | | | |
6.38%, due 1/15/2011 § | | 0.20 | % | 12/20/2011 | | RYL | | 673.14 | | 2,000 | | 305 | | — | | 305 | |
John Deere Capital Corp., | | | | | | | | | | | | | | | | | |
6.00%, due 02/15/2009 § | | 0.63 | % | 09/20/2013 | | UAG | | 172.39 | | 2,500 | | 137 | | — | | 137 | |
JPMorgan Chase & Co., | | | | | | | | | | | | | | | | | |
6.00%, due 1/15/2018 § | | 0.50 | % | 12/20/2017 | | BPS | | 111.28 | | 4,000 | | 217 | | — | | 217 | |
JPMorgan Chase & Co., | | | | | | | | | | | | | | | | | |
6.00%, due 1/15/2018 § | | 0.56 | % | 12/20/2017 | | BPS | | 111.28 | | 6,000 | | 298 | | — | | 298 | |
Kerr-McGee, Corp., | | | | | | | | | | | | | | | | | |
5.88%, due 9/15/2011 § | | 0.16 | % | 09/20/2011 | | RYL | | 82.24 | | 4,100 | | 65 | | — | | 65 | |
Kraft Foods Inc. | | | | | | | | | | | | | | | | | |
5.63% due 11/1/2011 § | | 0.15 | % | 12/20/2011 | | RYL | | 94.87 | | 4,000 | | 91 | | — | | 91 | |
Limited Brands BP, | | | | | | | | | | | | | | | | | |
6.13%, due 6/2/2017 § | | 1.03 | % | 06/20/2017 | | GST | | 4.91 | | 11,000 | | 2,386 | | — | | 2,386 | |
Montauk Point CDO, Ltd. 26-2A A4, | | | | | | | | | | | | | | | | | |
6.80%, due 4/6/2046 § | | 2.22 | % | 04/06/2046 | | FBF | | 96.96 | | 2,500 | | 2,379 | | — | | 2,379 | |
Morgan Stanley BP | | | | | | | | | | | | | | | | | |
5.84% due 1/15/2015 § | | 0.28 | % | 12/21/2015 | | RYL | | 370.53 | | 1,100 | | 197 | | — | | 197 | |
Nabors Industries, | | | | | | | | | | | | | | | | | |
5.38%, due 8/15/2012 § | | 0.47 | % | 06/20/2012 | | FBF | | 416.62 | | 3,600 | | 408 | | — | | 408 | |
Raytheon Co., | | | | | | | | | | | | | | | | | |
7.20%, due 08/15/2027 § | | 0.48 | % | 09/20/2013 | | BRC | | 65.92 | | 400 | | 3 | | — | | 3 | |
Sempra Energy, | | | | | | | | | | | | | | | | | |
6.00%, due 02/01/2013 § | | 0.67 | % | 09/20/2013 | | CBK | | 114.99 | | 10,000 | | 216 | | — | | 216 | |
| | | | | | | | | | | | $ | 10,928 | | $ | — | | $ | 10,928 | |
| | | | | | | | | | | | | | | | | | | | | |
CREDIT DEFAULT SWAPS ON CORPORATE AND SOVEREIGN ISSUES – SELL PROTECTION: (2)
Reference Obligation | | Fixed Deal Receive Rate | | Maturity Date | | Counterparty | | Implied Credit Spread at 12/31/2008 (3) | | Notional Amount (4) | | Market Value | | Upfront Premiums Paid/(Received) | | Unrealized Appreciation/ (Depreciation) | |
John Deere Capital Corp., | | | | | | | | | | | | | | | | | |
6.00%, due 02/15/2009 § | | 1.75 | % | 09/20/2013 | | BRC | | 172.39 | | $ | 2,500 | | $ | (16 | ) | $ | — | | $ | (16 | ) |
Reynolds American Inc., | | | | | | | | | | | | | | | | | |
7.63%, due 6/1/2016 | | 1.28 | % | 06/20/2017 | | GST | | 404.98 | | 2,100 | | (322 | ) | — | | (322 | ) |
| | | | | | | | | | | | $ | (338 | ) | $ | — | | $ | (338 | ) |
| | | | | | | | | | | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
13
CREDIT DEFAULT SWAPS ON CREDIT INDICES – BUY PROTECTION: (1)
Reference Obligation | | Fixed Deal (Pay) Rate | | Maturity Date | | Counterparty | | Notional Amount(4) | | Market Value(5) | | Upfront Premiums Paid/ (Received) | | Unrealized Appreciation/ (Depreciation) | |
CDX.NA.IG.10 § | | 1.55 | % | 06/20/2013 | | FBF | | $ | 3,709 | | $ | 90 | | $ | (7 | ) | $ | 97 | |
CDX.NA.IG.10 § | | 1.50 | % | 06/20/2018 | | DUB | | 28,304 | | 38 | | (519 | ) | 557 | |
CDX.NA.IG.11 § | | 1.50 | % | 12/20/2013 | | MYC | | 1,200 | | 26 | | 27 | | (1 | ) |
Dow Jones CDX.EM.9 Index | | 2.65 | % | 06/20/2013 | | BRC | | 21,500 | | 3,372 | | (514 | ) | 3,886 | |
Dow Jones CDX.HY-10 Index § | | 5.00 | % | 06/20/2013 | | BRC | | 5,600 | | 892 | | 83 | | 809 | |
Dow Jones CDX.HY-10 Index § | | 5.00 | % | 06/20/2013 | | UAG | | 6,700 | | 1,067 | | 95 | | 972 | |
Dow Jones CDX.IG.5 7 Year Index § | | 0.14 | % | 12/20/2012 | | MYC | | 13,400 | | 2,586 | | — | | 2,586 | |
Dow Jones CDX.IG.9 1 Year Index § | | 0.80 | % | 12/20/2017 | | BRC | | 8,686 | | 443 | | 100 | | 343 | |
Dow Jones CDX.IG.9 1 Year Index § | | 0.80 | % | 12/20/2017 | | MYC | | 12,200 | | 623 | | 278 | | 345 | |
Dow Jones CDX.IG.9 1 Year Index § | | 0.80 | % | 12/20/2017 | | GST | | 13,176 | | 673 | | 207 | | 466 | |
Dow Jones CDX.IG.9 1 Year Index § | | 0.80 | % | 12/20/2017 | | RYL | | 3,806 | | 194 | | 51 | | 143 | |
Dow Jones CDX.IG.10 1 Year Index § | | 1.50 | % | 06/20/2018 | | GST | | 31,720 | | 43 | | (921 | ) | 964 | |
Dow Jones CDX.IG10 1 Year Index | | 1.50 | % | 06/20/2018 | | MYC | | 45,872 | | 168 | | (1,569 | ) | 1,737 | |
| | | | | | | | | | $ | 10,215 | | $ | (2,689 | ) | $ | 12,904 | |
| | | | | | | | | | | | | | | | | | | |
CREDIT DEFAULT SWAPS ON CREDIT INDICES – SELL PROTECTION: (2)
| | | | | | | | | | | | | | | | | | | |
Reference Obligation | | Fixed Deal (Pay) Rate | | Maturity Date | | Counterparty | | Notional Amount(4) | | Market Value(5) | | Upfront Premiums Paid/ (Received) | | Unrealized Appreciation/ (Depreciation) | |
Asset-backed Securities Index | | 0.11 | % | 05/25/2046 | | GST | | $ | 4,000 | | $ | (2,000 | ) | $ | (1,300 | ) | $ | (700 | ) |
CDX.HY-9, 5 Year Index | | 6.37 | % | 12/20/2012 | | MEI | | 6,000 | | (673 | ) | — | | (673 | ) |
CDX.NA.IG.11 | | 1.40 | % | 12/20/2018 | | GST | | 25,000 | | (220 | ) | (1,386 | ) | 1,166 | |
CDX.NA.IG.9 § | | 0.82 | % | 12/20/2012 | | DUB | | 14,681 | | 133 | | — | | 133 | |
CDX.NA.IG.9 § | | 0.82 | % | 12/20/2012 | | BRC | | 26,057 | | 235 | | — | | 235 | |
Commercial Mortgage Backed Index | | 0.08 | % | 12/13/2049 | | MYC | | 4,200 | | (1,259 | ) | (635 | ) | (624 | ) |
Dow Jones CDX.HY-8 1 Index | | 0.48 | % | 06/20/2012 | | BRC | | 7,455 | | (465 | ) | — | | (465 | ) |
Dow Jones CDX.HY-9 1 Index | | 2.08 | % | 12/20/2012 | | MEI | | 14,713 | | (490 | ) | — | | (490 | ) |
Dow Jones CDX.HY-9, 5 Year Index | | 1.40 | % | 12/20/2012 | | FBF | | 6,863 | | (1,095 | ) | (72 | ) | (1,023 | ) |
Dow Jones CDX.IG.5 1 Year Index | | 0.46 | % | 12/20/2015 | | MYC | | 9,600 | | (2,636 | ) | — | | (2,636 | ) |
Dow Jones CDX.NA.IG.7 | | 0.65 | % | 12/20/2016 | | GST | | 12,883 | | (966 | ) | (1,030 | ) | 64 | |
| | | | | | | | | | $ | (9,436 | ) | $ | (4,423 | ) | $ | (5,013 | ) |
| | | | | | | | | | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
14
INTEREST RATE SWAP AGREEMENTS - RECEIVABLE:
Floating Rate Index | | Fixed Rate | | Maturity Date | | Counterparty | | Currency Code | | Notional Amount | | Market Value | | Upfront Premiums Paid/ (Received) | | Unrealized Appreciation/ (Depreciation) | |
3-month USD-LIBOR | | 5.00 | % | 12/17/2018 | | MLC | | | | $ | 21,000 | | $ | (4,577 | ) | $ | (560 | ) | $ | (4,017 | ) |
3-month USD-LIBOR | | 5.00 | % | 12/17/2018 | | MYC | | | | 17,400 | | (3,793 | ) | (465 | ) | (3,328 | ) |
3-month USD-LIBOR | | 5.00 | % | 12/17/2023 | | MLC | | | | 138,600 | | (38,046 | ) | 221 | | (38,267 | ) |
3-month USD-LIBOR | | 5.00 | % | 12/17/2023 | | RYL | | | | 14,200 | | (3,898 | ) | (790 | ) | (3,108 | ) |
3-month USD-LIBOR | | 5.00 | % | 12/17/2023 | | DUB | | | | 50,500 | | (13,862 | ) | 717 | | (14,579 | ) |
3-month USD-LIBOR | | 5.00 | % | 12/17/2023 | | JPM | | | | 8,600 | | (2,361 | ) | 85 | | (2,446 | ) |
3-month USD-LIBOR | | 4.00 | % | 06/17/2024 | | RYL | | | | 9,800 | | (1,364 | ) | (1,185 | ) | (179 | ) |
3-month USD-LIBOR | | 4.00 | % | 06/17/2024 | | FBF | | | | 10,300 | | (1,434 | ) | (1,246 | ) | (188 | ) |
3-month USD-LIBOR | | 5.00 | % | 12/17/2028 | | MYC | | | | 33,100 | | (11,220 | ) | 642 | | (11,862 | ) |
3-month USD-LIBOR | | 5.00 | % | 12/17/2028 | | RYL | | | | 11,200 | | (3,796 | ) | 73 | | (3,869 | ) |
3-month USD-LIBOR | | 5.00 | % | 12/17/2028 | | MLC | | | | 18,600 | | (6,305 | ) | (176 | ) | (6,129 | ) |
3-month USD-LIBOR | | 3.00 | % | 06/17/2029 | | DUB | | | | 3,100 | | (74 | ) | (192 | ) | 118 | |
3-month USD-LIBOR | | 3.00 | % | 06/17/2029 | | RYL | | | | 1,700 | | (40 | ) | (79 | ) | 39 | |
3-month USD-LIBOR | | 5.00 | % | 12/17/2038 | | MLC | | | | 44,900 | | (20,478 | ) | (1,699 | ) | (18,779 | ) |
3-month USD-LIBOR | | 5.00 | % | 12/17/2038 | | RYL | | | | 21,700 | | (9,897 | ) | (2,378 | ) | (7,519 | ) |
3-month USD-LIBOR | | 5.00 | % | 12/17/2038 | | MYC | | | | 4,700 | | (2,144 | ) | (302 | ) | (1,842 | ) |
3-month USD-LIBOR | | 5.00 | % | 12/17/2038 | | DUB | | | | 2,500 | | (1,140 | ) | (130 | ) | (1,010 | ) |
3-month USD-LIBOR | | 5.00 | % | 12/17/2038 | | BPS | | | | 2,700 | | (1,231 | ) | 14 | | (1,245 | ) |
6-month EURIBOR | | 4.00 | % | 12/15/2011 | | BRC | | EUR | | 82,400 | | (2,913 | ) | 2,796 | | (5,709 | ) |
6-month EURIBOR | | 5.00 | % | 09/17/2018 | | BRC | | EUR | | 18,400 | | (2,535 | ) | 1 | | (2,536 | ) |
6-month EURIBOR | | 5.00 | % | 09/17/2018 | | DUB | | EUR | | 14,800 | | (2,039 | ) | (224 | ) | (1,815 | ) |
6-month EURIBOR | | 5.00 | % | 09/17/2038 | | MYC | | EUR | | 8,300 | | (2,930 | ) | (659 | ) | (2,271 | ) |
6-month EURIBOR | | 4.75 | % | 09/19/2038 | | GLM | | EUR | | 17,700 | | (5,131 | ) | (796 | ) | (4,335 | ) |
6-month GBP-LIBOR | | 6.00 | % | 06/19/2009 | | BRC | | GBP | | 22,600 | | (456 | ) | 92 | | (548 | ) |
6-month GBP-LIBOR | | 5.00 | % | 09/20/2017 | | DUB | | GBP | | 10,100 | | (1,602 | ) | 738 | | (2,340 | ) |
6-month GBP-LIBOR | | 4.00 | % | 12/15/2035 | | MYC | | GBP | | 6,800 | | (630 | ) | 523 | | (1,153 | ) |
6-month GBP-LIBOR | | 4.50 | % | 12/15/2035 | | DUB | | GBP | | 10,100 | | (1,745 | ) | 255 | | (2,000 | ) |
6-month GBP-LIBOR | | 4.00 | % | 12/15/2035 | | BRC | | GBP | | 1,500 | | (139 | ) | 20 | | (159 | ) |
6-month GBP-LIBOR | | 4.00 | % | 06/15/2037 | | BRC | | GBP | | 2,700 | | (298 | ) | (11 | ) | (287 | ) |
6-month GBP-LIBOR | | 4.00 | % | 06/15/2037 | | GLM | | GBP | | 4,100 | | (453 | ) | (25 | ) | (428 | ) |
6-month GBP-LIBOR | | 4.34 | % | 12/07/2042 | | BRC | | GBP | | 2,600 | | (786 | ) | 1 | | (787 | ) |
6-month JPY-LIBOR | | 1.50 | % | 06/17/2016 | | UAG | | JPY | | 960,000 | | (282 | ) | (201 | ) | (81 | ) |
6-month USD-LIBOR | | 5.00 | % | 12/17/2028 | | BRC | | | | $ | 2,800 | | (949 | ) | — | | (949 | ) |
6-month USD-LIBOR | | 5.00 | % | 12/17/2038 | | BRC | | | | 29,800 | | (13,591 | ) | (620 | ) | (12,971 | ) |
BRL-CDI | | 14.77 | % | 01/02/2012 | | MLC | | BRL | | 6,700 | | 136 | | — | | 136 | |
BRL-CDI | | 14.77 | % | 01/02/2012 | | HUS | | BRL | | 2,400 | | 49 | | — | | 49 | |
FRC Excluding Tobacco-Non-Revised Consumer Price Index | | 2.15 | % | 10/15/2010 | | UAG | | EUR | | 6,300 | | 335 | | — | | 335 | |
FRC Excluding Tobacco-Non-Revised Consumer Price Index | | 2.10 | % | 10/15/2010 | | BRC | | EUR | | 2,500 | | 121 | | — | | 121 | |
FRC Excluding Tobacco-Non-Revised Consumer Price Index | | 2.09 | % | 10/15/2010 | | BPS | | EUR | | 5,000 | | 228 | | (1 | ) | 229 | |
FRC-Excluding Tobacco-Non-Revised Consumer Price Index § | | 1.96 | % | 04/05/2012 | | BRC | | EUR | | 600 | | 15 | | 1 | | 14 | |
ICAP CMM FRA Fixing Rate | | 5.00 | % | 01/16/2009 | | MLC | | | | $ | 11,200 | | (1,217 | ) | 31 | | (1,248 | ) |
ICAP CMM FRA Fixing Rate | | 4.50 | % | 01/23/2009 | | MLC | | | | 7,300 | | (428 | ) | 14 | | (442 | ) |
ICAP CMM FRA Fixing Rate | | 5.50 | % | 05/21/2009 | | MLC | | | | 1,000 | | (169 | ) | 5 | | (174 | ) |
ICAP CMM FRA Fixing Rate | | 5.00 | % | 02/20/2009 | | MLC | | | | 2,100 | | (230 | ) | 144 | | (374 | ) |
| | | | | | | | | | | | $ | (163,299 | ) | $ | (5,366 | ) | $ | (157,933 | ) |
The notes to the financial statements are an integral part of this report.
15
INTEREST RATE SWAP AGREEMENTS - PAYABLE:
Floating Rate Index | | Fixed Rate | | Maturity Date | | Counterparty | | Currency Code | | Notional Amount | | Market Value | | Upfront Premiums Paid/ (Received) | | Unrealized Appreciation/ (Depreciation) | |
12-month EURIBOR | | 4.50 | % | 03/18/2014 | | RYL | | EUR | | 21,000 | | $ | 1,620 | | $ | 145 | | $ | 1,475 | |
3-month USD-LIBOR | | 4.00 | % | 12/17/2013 | | RYL | | | | $ | 118,000 | | 10,286 | | (1,813 | ) | 12,099 | |
3-month USD-LIBOR | | 4.00 | % | 12/17/2013 | | MYC | | | | 436,700 | | 38,067 | | (4,591 | ) | 42,658 | |
3-month USD-LIBOR | | 4.00 | % | 06/17/2014 | | MLC | | | | 7,200 | | 573 | | 5 | | 568 | |
3-month USD-LIBOR § | | 4.00 | % | 06/17/2016 | | RYL | | | | 8,600 | | 838 | | 645 | | 193 | |
3-month USD-LIBOR | | 5.00 | % | 12/15/2035 | | DUB | | | | 20,100 | | 5,128 | | (422 | ) | 5,550 | |
6-month EURIBOR | | 4.00 | % | 09/19/2009 | | GLM | | EUR | | 2,800 | | 11 | | 19 | | (8 | ) |
6-month EURIBOR | | 5.00 | % | 03/18/2010 | | BRC | | EUR | | 38,800 | | 1,277 | | (190 | ) | 1,467 | |
6-month EURIBOR | | 5.00 | % | 03/18/2010 | | GLM | | EUR | | 89,600 | | 2,949 | | (443 | ) | 3,392 | |
6-month EURIBOR | | 5.00 | % | 09/17/2010 | | DUB | | EUR | | 6,200 | | 287 | | (26 | ) | 313 | |
6-month EURIBOR | | 5.50 | % | 12/17/2010 | | BRC | | EUR | | 4,900 | | 335 | | 1 | | 334 | |
6-month EURIBOR | | 5.50 | % | 12/17/2010 | | MYC | | EUR | | 21,400 | | 1,461 | | — | | 1,461 | |
6-month EURIBOR | | 4.00 | % | 03/18/2014 | | DUB | | EUR | | 6,500 | | 296 | | 272 | | 24 | |
6-month EURIBOR | | 4.50 | % | 03/18/2014 | | DUB | | EUR | | 18,900 | | 1,458 | | (85 | ) | 1,543 | |
6-month EURIBOR | | 5.00 | % | 07/13/2037 | | UAG | | EUR | | 1,000 | | 344 | | — | | 344 | |
6-month EURIBOR | | 5.00 | % | 09/17/2038 | | JPM | | EUR | | 500 | | (177 | ) | — | | (177 | ) |
6-month GBP-LIBOR | | 5.00 | % | 09/15/2010 | | RYL | | GBP | | 3,100 | | 149 | | (97 | ) | 246 | |
6-month GBP-LIBOR | | 5.00 | % | 09/15/2010 | | BRC | | GBP | | 16,300 | | 781 | | (497 | ) | 1,278 | |
6-month GBP-LIBOR | | 5.00 | % | 03/18/2011 | | DUB | | GBP | | 13,900 | | 897 | | (197 | ) | 1,094 | |
6-month GBP-LIBOR | | 5.00 | % | 03/18/2011 | | CBK | | GBP | | 19,400 | | 1,252 | | (243 | ) | 1,495 | |
6-month GBP-LIBOR | | 5.10 | % | 09/15/2013 | | RYL | | GBP | | 3,500 | | 394 | | (7 | ) | 401 | |
6-month USD-LIBOR | | 4.00 | % | 06/17/2014 | | BRC | | | | $ | 2,800 | | 223 | | (12 | ) | 235 | |
BRL-CDI | | 12.67 | % | 01/04/2010 | | MLC | | BRL | | 15,700 | | 46 | | — | | 46 | |
BRL-CDI | | 12.67 | % | 01/04/2010 | | MYC | | BRL | | 66,800 | | 195 | | (1 | ) | 196 | |
BRL-CDI | | 10.12 | % | 01/02/2012 | | MYC | | BRL | | 44,400 | | (1,217 | ) | (1,037 | ) | (180 | ) |
BRL-CDI | | 10.15 | % | 01/02/2012 | | GLM | | BRL | | 69,600 | | (1,874 | ) | 10 | | (1,884 | ) |
BRL-CDI | | 10.58 | % | 01/02/2012 | | UAG | | BRL | | 46,800 | | (961 | ) | (745 | ) | (216 | ) |
BRL-CDI | | 12.54 | % | 01/02/2012 | | UAG | | BRL | | 23,900 | | 63 | | (121 | ) | 184 | |
BRL-CDI | | 12.54 | % | 01/02/2012 | | MYC | | BRL | | 8,900 | | 23 | | (60 | ) | 83 | |
BRL-CDI | | 12.54 | % | 01/02/2012 | | MLC | | BRL | | 34,100 | | 89 | | (181 | ) | 270 | |
FRC-Excluding Tobacco-Non-Revised Consumer Price Index § | | 1.95 | % | 03/15/2012 | | JPM | | EUR | | 1,800 | | 54 | | (547 | ) | 601 | |
FRC-Excluding Tobacco-Non-Revised Consumer Price Index § | | 1.95 | % | 03/15/2012 | | BRC | | EUR | | 3,200 | | 84 | | — | | 84 | |
FRC-Excluding Tobacco-Non-Revised Consumer Price Index § | | 1.96 | % | 03/28/2012 | | RYL | | EUR | | 1,000 | | 24 | | — | | 24 | |
FRC-Excluding Tobacco-Non-Revised Consumer Price Index § | | 1.96 | % | 03/30/2012 | | GLM | | EUR | | 1,100 | | 33 | | — | | 33 | |
FRC-Excluding Tobacco-Non-Revised Consumer Price Index § | | 1.95 | % | 03/30/2012 | | RYL | | EUR | | 1,100 | | 25 | | (1 | ) | 26 | |
FRC-Excluding Tobacco-Non-Revised Consumer Price Index | | 1.94 | % | 04/10/2012 | | RYL | | EUR | | 1,600 | | 33 | | — | | 33 | |
FRC-Excluding Tobacco-Non-Revised Consumer Price Index | | 1.94 | % | 04/10/2012 | | BPS | | EUR | | 1,500 | | 40 | | — | | 40 | |
FRC-Excluding Tobacco-Non-Revised Consumer Price Index § | | 1.98 | % | 04/30/2012 | | BRC | | EUR | | 1,200 | | 30 | | — | | 30 | |
| | | | | | | | | | | | $ | 65,136 | | $ | (10,219 | ) | $ | 75,355 | |
The notes to the financial statements are an integral part of this report.
16
FUTURES CONTRACTS: (b)
Description | | Contracts G | | Expiration Date | | Net Unrealized Appreciation (Depreciation) | |
10-Year U.S. Treasury Note | | 328 | | 03/20/2009 | | $ | (105 | ) |
2-Year U.S. Treasury Note | | 212 | | 03/31/2009 | | 372 | |
30-Year U.S. Treasury Bond | | 24 | | 03/20/2009 | | (63 | ) |
3-Month Euro EURIBOR | | 636 | | 03/16/2009 | | 5,893 | |
3-Month LIBOR GBP | | 376 | | 03/18/2009 | | 1,649 | |
5-Year U.S. Treasury Note | | 368 | | 03/31/2009 | | 302 | |
90-Day Euro | | 33 | | 09/16/2010 | | 132 | |
90-Day Euro | | 1,306 | | 03/16/2009 | | 3,364 | |
90-Day Euro | | (116 | ) | 06/15/2009 | | (326 | ) |
90-Day Euro | | 481 | | 03/15/2010 | | 2,498 | |
90-Day Euro | | 541 | | 09/17/2009 | | 3,449 | |
90-Day Euro | | 50 | | 09/14/2009 | | 363 | |
90-Day GBP-LIBOR | | 482 | | 06/20/2009 | | 3,806 | |
90-Day Sterling LIBOR | | 403 | | 12/16/2009 | | 2,445 | |
EURO BOBL | | 305 | | 02/20/2009 | | (2 | ) |
EURO-BOBL | | 289 | | 03/06/2009 | | 378 | |
EURO-BUND | | (206 | ) | 03/06/2009 | | (210 | ) |
EURO-BUND | | 206 | | 02/20/2009 | | (3 | ) |
EURO-SCHATZ | | 1,386 | | 01/23/2009 | | (29 | ) |
EURO-SCHATZ | | 142 | | 03/06/2009 | | 41 | |
U.K. Long Gilt | | (32 | ) | 03/27/2009 | | (208 | ) |
| | | | | | $ | 23,746 | |
FORWARD FOREIGN CURRENCY CONTRACTS: (a)
Currency | | Bought (Sold) | | Settlement Date | | Amount in U.S. Dollars Bought (Sold) | | Net Unrealized Appreciation (Depreciation) | |
Brazil Real | | 20,985 | | 2/3/2009 | | 9,013 | | (125 | ) |
Canadian Dollar | | 1,844 | | 1/14/2009 | | 1,463 | | 30 | |
Canadian Dollar | | (345 | ) | 1/14/2009 | | (279 | ) | (1 | ) |
Chinese Yuan Renminbi | | (4,492 | ) | 5/6/2009 | | (649 | ) | ¨ | |
Chinese Yuan Renminbi | | 142,940 | | 7/15/2009 | | 22,163 | | (1,554 | ) |
Chinese Yuan Renminbi | | (185,900 | ) | 7/15/2009 | | (26,745 | ) | (61 | ) |
Chinese Yuan Renminbi | | 99,888 | | 9/8/2009 | | 14,419 | | (28 | ) |
Chinese Yuan Renminbi | | (2,206 | ) | 9/8/2009 | | (320 | ) | 2 | |
Danish Krone | | (52,303 | ) | 2/5/2009 | | (8,992 | ) | (751 | ) |
Euro | | 6,304 | | 1/13/2009 | | 8,663 | | 95 | |
Euro | | (5,458 | ) | 1/13/2009 | | (6,894 | ) | (688 | ) |
Japanese Yen | | (1,203,959 | ) | 1/8/2009 | | (12,643 | ) | (639 | ) |
Malaysian Ringgit | | 8,600 | | 2/12/2009 | | 2,434 | | 50 | |
Malaysian Ringgit | | 6,775 | | 4/14/2009 | | 1,920 | | 36 | |
Mexican Peso | | 116,852 | | 5/19/2009 | | 8,562 | | (410 | ) |
New Zealand Dollar | | (1,507 | ) | 1/15/2009 | | (891 | ) | 12 | |
Poland Zloty | | 12,902 | | 5/6/2009 | | 5,717 | | (1,410 | ) |
Russian Ruble | | 329,484 | | 5/6/2009 | | 11,659 | | (2,101 | ) |
Russian Ruble | | (329,486 | ) | 5/6/2009 | | (10,212 | ) | 653 | |
Singapore Dollar | | 6,807 | | 4/14/2009 | | 4,638 | | 81 | |
Singapore Dollar | | 984 | | 7/30/2009 | | 680 | | 2 | |
United Kingdom Pound | | 2,261 | | 1/13/2009 | | 3,373 | | (123 | ) |
United Kingdom Pound | | (12,342 | ) | 1/13/2009 | | (18,449 | ) | 711 | |
| | | | | | $ | (8,630 | ) | $ | (6,219 | ) |
| | | | | | | | | | | |
SECURITIES SOLD SHORT: (f)
Securities Sold Short | | Principal | | Value | |
Fannie Mae, TBA, | | | | | |
6.00%, 11/01/2037 | | $ | (61,000 | ) | $ | (62,792 | ) |
Fannie Mae, TBA, | | | | | |
6.50%, 01/01/2037 | | (2,300 | ) | (2,388 | ) |
Total Securities Sold Short (Proceeds $64,618) | | | | $ | (65,180 | ) |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
17
NOTES TO SCHEDULE OF INVESTMENTS:
^ | All or a portion of this security is on loan. The value of all securities on loan is $19,775. |
* | Floating or variable rate note. Rate is listed as of 12/31/2008. |
¨ | Value and/or principal is less than $1. |
Џ | In default. |
Ђ | Step bond. Interest rate may increase or decrease as the credit rating changes. |
Ž | The security has a perpetual maturity. The date shown is the next call date. |
§ | Illiquid. At 12/31/2008, illiquid investment securities aggregated $8,856, or 0.69%, and illiquid derivatives aggregated $19,058, or 1.49% of the Fund’s net assets. |
¡ | Coupon rate is fixed for a predetermined period of time and then converts to a floating rate until maturity/call date. Rate is listed as of 12/31/2008. |
G | Contract Amounts are not in thousands. |
p | Interest rate shown reflects the yield at 12/31/2008. |
· | Repurchase agreement is collateralized by a U.S. Government obligation with an interest rate of 2.13%, a maturity date of 04/30/2010, and with a market value plus accrued interest of $42,100. |
| |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
| |
# | Aggregate cost for federal income tax purposes is $2,369,723. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $65,820 and $157,985, respectively. Net unrealized depreciation for tax purposes is $92,165. |
| |
(1) | If the Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. |
| |
(2) | If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. |
| |
(3) | Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues or sovereign issues of an emerging country as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. |
| |
(4) | The maximum potential amount the Fund could be required to make as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement. |
| |
(5) | The quoted market prices and resulting values for credit default swap agreements on asset-backed securities and credit indices serve as an indicator of the current status of the payment/performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative should the notional amount of the swap agreement been closed/sold as of the period end. Increasing market values, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. |
| |
(a) | $9,400 due to broker and escrow receipt deposits with broker by the counterparty in the amount of $458 are segregated with the custodian to cover margin requirements for open forward foreign currency contracts. |
| |
(b) | $7,055 on deposit at custodian to cover margin requirements for open future contracts. |
| |
(c) | $20,210 due to broker to cover margin requirements for open written swaption contracts. |
| |
(d) | Securities with a value of $6,998 are segregated with the custodian and escrow receipt deposits with broker by the counterparty in the amount of $1,071 are segregated with the custodian to cover margin requirements for open swap contracts. |
| |
(e) | $250 due to broker to cover margin requirements for open swap contracts. |
| |
(f) | $5,290 due to broker and escrow receipt deposits with broker by the counterparty in the amount of $2,858 are segregated with the custodian to cover margin requirements for open TBA transactions. |
The notes to the financial statements are an integral part of this report.
18
DEFINITIONS:
144A | | 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities are deemed to be liquid for purposes of compliance limitations on holdings of illiquid securities and may be resold as transactions exempt from registration, normally to qualified institutional buyers. At 12/31/2008, these securities aggregated $92,557, or 7.24% of the Fund’s net assets. |
BPS | | BNP Paribas |
BRC | | Barclays Bank PLC |
BRL | | Brazilian Real |
CAD | | Canada Dollar |
CBK | | Citibank N.A. |
CDI | | Credit Default Index |
CDX | | A series of indices that track North American and emerging market credit derivative indexes. |
CLO | | Collateralized Loan Obligation |
CMM | | Constant Maturity Mortgage |
CPI | | Consumer Price Index |
DKK | | Denmark Krone |
DUB | | Deutsche Bank AG |
EUR | | Euro |
EURIBOR | | Euro InterBank Offered Rate |
FBF | | Credit Suisse |
FRA | | Forward Rate Agreement |
FSB | | Full-Service Bank |
GBP | | British Pound Sterling |
GLM | | Goldman Sachs Capital Markets |
GST | | Goldman Sachs Capital Markets |
HUS | | HSBC Bank USA |
ICAP | | The world’s largest interdealer brokerage, is a wholesale broker of over-the-counter (OTC) derivatives, money markets, and securities, focusing on such markets as foreign exchange, energy, credit, and equities. |
IRO | | Interest Rate Option |
JPM | | JPMorgan Chase Bank |
JPY | | Japan Yen |
LIBOR | | London InterBank Offered Rate |
LLC | | Limited Liability Company |
LP | | Limited Partnership |
MEI | | Merrill Lynch International |
MLC | | Merrill Lynch Capital Services |
MYC | | Morgan Stanley Capital Services |
OTC | | Over The Counter |
PLC | | Public Limited Company |
RYL | | Royal Bank of Scotland PLC |
TBA | | To Be Announced |
TIPS | | Treasury Inflation-Protection Securities |
UAG | | UBS AG |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
| | Total Investments in Securities | | | |
Investments in Securities | | (net of Securities Sold Short | | Other Financial Instruments* | |
Level 1 | | Level 2 | | Level 3 | | and Written Swaptions) | | Level 1 | | Level 2 | | Level 3 | |
$ | 24,541 | | $ | 2,179,181 | | $ | 2,703 | | $ | 2,206,425 | | $ | — | | $ | (54,664 | ) | $ | 8,094 | |
| | | | | | | | | | | | | | | | | | | | |
*Other financial instruments are derivative instruments such as futures, forwards, and swap contracts, which are valued at the unrealized appreciation (depreciation) on the instrument.
The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Fund during the year ending December 31, 2008:
Beginning Balance at 12/31/2007 | | Net Purchases/ (Sales) | | Accrued Discounts/ (Premiums) | | Total Realized Gain/ (Loss) | | Total Unrealized Appreciation/ (depreciation) | | Net Transfers In/(Out) of Level 3 | | Ending Balance at 12/31/2008 | |
$ | 8,440 | | $ | (1,637 | ) | $ | — | | $ | 47 | | $ | 3,947 | | $ | — | | $ | 10,797 | |
| | | | | | | | | | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
19
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $2,362,331) | | $ | 2,277,558 | |
(including securities loaned of $19,775) | | | |
Cash | | 2,359 | |
Foreign currency (cost: $19,213) | | 18,764 | |
Receivables: | | | |
Cash on deposit with broker | | 7,055 | |
Investment securities sold | | 1,058,667 | |
Shares sold | | 275 | |
Interest | | 13,020 | |
Income from loaned securities | | 26 | |
Dividends | | 36 | |
Swap agreements, at value (premium: $1,794,946) | | 2,244,948 | |
Unrealized appreciation on forward foreign currency contracts | | 1,672 | |
| | 5,624,380 | |
Liabilities: | | | |
Investment securities purchased | | 1,874,152 | |
Accounts payable and accrued liabilities: | | | |
Cash due to broker | | 35,150 | |
Shares redeemed | | 374 | |
Management and advisory fees | | 708 | |
Distribution and service fees | | 14 | |
Transfer agent fees | | 2 | |
Administration fees | | 22 | |
Payable for collateral for securities on loan | | 20,188 | |
Payable for terminated swap agreements | | 2,934 | |
Unrealized depreciation on forward foreign currency contracts | | 7,891 | |
Written options and swaptions (premium: $2,378) | | 5,953 | |
Swap agreements, at value (premium: $1,817,643) | | 2,331,742 | |
Securities sold short, at value (proceeds: $64,618) | | 65,180 | |
Variation margin | | 1,015 | |
Other | | 185 | |
| | 4,345,510 | |
Net Assets | | $ | 1,278,870 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 1,200 | |
Additional paid-in capital | | 1,299,350 | |
Undistributed net investment income | | 59,010 | |
Undistributed net realized gain from investment securities futures, written option and swaption contracts, swap agreements, and foreign currency transactions | | 60,280 | |
Net unrealized depreciation on: | | | |
Investment securities | | (84,773 | ) |
Futures contracts | | 23,746 | |
Written option and swaption contracts | | (3,575 | ) |
Swap agreements | | (64,096 | ) |
Translation of assets and liabilities denominated in foreign currencies | | (11,710 | ) |
Securities sold short | | (562 | ) |
Net Assets | | $ | 1,278,870 | |
Net Assets by Class: | | | |
Initial Class | | $ | 1,213,602 | |
Service Class | | 65,268 | |
Shares Outstanding: | | | |
Initial Class | | 113,872 | |
Service Class | | 6,124 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 10.66 | |
Service Class | | 10.66 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $10) | | $ | 892 | |
Interest | | 75,234 | |
Income from loaned securities-net | | 240 | |
| | 76,366 | |
Expenses: | | | |
Management and advisory fees | | 8,683 | |
Printing and shareholder reports | | 113 | |
Custody fees | | 427 | |
Administration fees | | 275 | |
Legal fees | | 55 | |
Audit fees | | 19 | |
Trustees fees | | 39 | |
Transfer agent fees | | 26 | |
Distribution and service fees: | | | |
Service Class | | 134 | |
Other | | 27 | |
Total expenses | | 9,798 | |
| | | |
Net Investment Income | | 66,568 | |
| | | |
Net Realized Gain from: | | | |
Investment securities | | 73,284 | |
Futures contracts | | (33,802 | ) |
Written option and swaption contracts | | (17,326 | ) |
Swap agreements | | 26,636 | |
Foreign currency transactions | | 20,845 | |
| | 69,637 | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (111,401 | ) |
Futures contracts | | 14,603 | |
Written option and swaption contracts | | 5,537 | |
Swap agreements | | (70,537 | ) |
Translation of assets and liabilities denominated in foreign currencies | | (17,500 | ) |
Securities sold short | | (562 | ) |
| | (179,860 | ) |
Net Realized and Unrealized Loss | | (110,223 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (43,655 | ) |
The notes to the financial statements are an integral part of this report.
20
STATEMENT OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 66,568 | | $ | 54,553 | |
Net realized gain from investment securities, futures contracts, written option and swaption contracts, swaps, and foreign currency transactions | | 69,637 | | 12,022 | |
Change in net unrealized appreciation (depreciation) on investment securities, futures contracts, written option and swaption contracts, swaps, and foreign currency translation | | (179,860 | ) | 41,246 | |
Net increase (decrease) in net assets resulting from operations | | (43,655 | ) | 107,821 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (59,004 | ) | (31,765 | ) |
Service Class | | (2,594 | ) | (691 | ) |
| | (61,598 | ) | (32,456 | ) |
From net realized gains: | | | | | |
Initial Class | | (20,193 | ) | (86 | ) |
Service Class | | (912 | ) | (2 | ) |
| | (21,105 | ) | (88 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 219,619 | | 377,229 | |
Service Class | | 59,630 | | 12,488 | |
| | 279,249 | | 389,717 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 79,197 | | 31,852 | |
Service Class | | 3,506 | | 693 | |
| | 82,703 | | 32,545 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (256,904 | ) | (166,748 | ) |
Service Class | | (24,442 | ) | (7,560 | ) |
| | (281,346 | ) | (174,308 | ) |
Net increase in net assets from capital shares transactions | | 80,606 | | 247,954 | |
Net increase (decrease) in net assets | | (45,752 | ) | 323,231 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 1,324,622 | | 1,001,391 | |
End of year | | $ | 1,278,870 | | $ | 1,324,622 | |
Undistributed Net Investment Income | | $ | 59,010 | | $ | 54,040 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 18,984 | | 34,002 | |
Service Class | | 5,268 | | 1,112 | |
| | 24,252 | | 35,114 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 7,213 | | 2,893 | |
Service Class | | 319 | | 63 | |
| | 7,532 | | 2,956 | |
Shares redeemed: | | | | | |
Initial Class | | (23,232 | ) | (14,933 | ) |
Service Class | | (2,235 | ) | (673 | ) |
| | (25,467 | ) | (15,606 | ) |
Net increase in shares outstanding: | | | | | |
Initial Class | | 2,965 | | 21,962 | |
Service Class | | 3,352 | | 502 | |
| | 6,317 | | 22,464 | |
The notes to the financial statements are an integral part of this report.
21
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 11.65 | | $ | 10.98 | | $ | 10.91 | | $ | 11.12 | | $ | 10.98 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.55 | | 0.50 | | 0.45 | | 0.36 | | 0.19 | |
Net realized and unrealized gain (loss) | | (0.86 | ) | 0.46 | | — | | (0.10 | ) | 0.29 | |
Total operations | | (0.31 | ) | 0.96 | | 0.45 | | 0.26 | | 0.48 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.51 | ) | (0.29 | ) | (0.38 | ) | (0.20 | ) | (0.17 | ) |
From net realized gains | | (0.17 | ) | — | (b) | — | | (0.27 | ) | (0.17 | ) |
Total distributions | | (0.68 | ) | (0.29 | ) | (0.38 | ) | (0.47 | ) | (0.34 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 10.66 | | $ | 11.65 | | $ | 10.98 | | $ | 10.91 | | $ | 11.12 | |
Total Return(c) | | (2.79 | )% | 8.95 | % | 4.21 | % | 2.33 | % | 4.50 | % |
Net Assets End of Year (000’s) | | $ | 1,213,602 | | $ | 1,292,286 | | $ | 976,434 | | $ | 726,038 | | $ | 633,493 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.70 | % | 0.70 | % | 0.73 | % | 0.74 | % | 0.75 | % |
Net investment income, to average net assets | | 4.87 | % | 4.47 | % | 4.13 | % | 3.28 | % | 1.75 | % |
Portfolio turnover rate | | 740 | % | 728 | % | 709 | % | 387 | % | 393 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 11.67 | | $ | 11.00 | | $ | 10.93 | | $ | 11.16 | | $ | 11.02 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.51 | | 0.47 | | 0.42 | | 0.34 | | 0.17 | |
Net realized and unrealized gain (loss) | | (0.85 | ) | 0.47 | | 0.01 | | (0.11 | ) | 0.29 | |
Total operations | | (0.34 | ) | 0.94 | | 0.43 | | 0.23 | | 0.46 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.50 | ) | (0.27 | ) | (0.36 | ) | (0.19 | ) | (0.15 | ) |
From net realized gains | | (0.17 | ) | — | (b) | — | | (0.27 | ) | (0.17 | ) |
Total distributions | | (0.67 | ) | (0.27 | ) | (0.36 | ) | (0.46 | ) | (0.32 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 10.66 | | $ | 11.67 | | $ | 11.00 | | $ | 10.93 | | $ | 11.16 | |
Total Return(c) | | (3.07 | )% | 8.80 | % | 3.90 | % | 2.03 | % | 4.22 | % |
Net Assets End of Year (000’s) | | $ | 65,268 | | $ | 32,336 | | $ | 24,957 | | $ | 23,661 | | $ | 14,590 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.95 | % | 0.95 | % | 0.98 | % | 0.99 | % | 1.01 | % |
Net investment income, to average net assets | | 4.55 | % | 4.23 | % | 3.86 | % | 3.10 | % | 1.54 | % |
Portfolio turnover rate | | 740 | % | 728 | % | 709 | % | 387 | % | 393 | % |
(a) | Calculation is based on average number of shares outstanding. |
(b) | Rounds to less than ($0.01) or $0.01. |
(c) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
22
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, PIMCO Total Return also changed its name to Transamerica PIMCO Total Return VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses, are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
TBA purchase commitments: The Fund may enter into “TBA” (to be announced) purchase commitments to purchase securities for a fixed price at a future date, typically not to exceed 45 days. TBA purchase commitments are considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to settlement date, in addition to the risk of decline in the value of the Fund’s other assets. Unsettled TBA purchase commitments are valued at the current value of the underlying securities, according to the procedures described under Security Valuations.
23
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. – (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
There were no recaptured commissions during the year ended December 31, 2008.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street Bank & Trust Company (“State Street”) acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Loan participations/assignments: The Fund may purchase participations/ assignments in commercial loans. Such indebtedness may be secured or unsecured. These investments may include standby financing commitments, including revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loan participations/ assignments involve risks of insolvency of the lending bank or other financial intermediaries. As such, the Fund assumes the credit risk associated with the corporate borrower and may assume the credit risk associated with the interposed bank or other financial intermediary.
The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments. Loan participations typically represent direct participation in a loan to a corporate borrower, and generally are offered by banks or other financial institutions or lending syndicates. The Fund may participate in such syndications, or can buy part of a loan, becoming a part lender. A loan is often administered by an agent bank acting as agent for all holders. The agent bank administers the terms of the loan, as specified in the loan agreement. In addition, the agent bank is normally responsible for the collection of principal and interest payments from the corporate borrower and the apportionment of these payments to the credit of all institutions that are parties to the loan agreement, unless, under the terms of the loan or other indebtedness, the Fund has direct recourse against the corporate borrower, the Fund may have to rely on the agent bank or other financial intermediary to apply appropriate credit remedies against a corporate borrower.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
Foreign currency denominated assets may involve risks not typically associated with domestic transactions. These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are settled, a realized gain or loss is incurred. Risks may arise from changes in market value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts.
Open forward foreign currency contracts at December 31, 2008 are listed in the Schedule of Investments.
Swap agreements: The Fund may invest in swap agreements. Swap agreements are privately negotiated agreements between a Fund and a counterparty to exchange or swap investments, cash flows, assets, foreign currencies or market-linked returns at specified, future intervals. The Fund may enter into credit default, cross-currency, interest rate, total return, variance and other forms of swap agreements to manage its exposure to credit, currency and interest rate risk. In connection with these agreements, securities may be identified as collateral in accordance with the terms of the respective swap agreements to provide assets of value and recourse in the event of default or bankruptcy/insolvency.
Swaps are marked to market daily based upon values from third party vendors or quotations from market makers to the extent available and the change in value, if any, is recorded as an unrealized gain or loss on the Statement of Assets and Liabilities. In the event that market quotations are not readily available or deemed reliable, certain swap agreements may be valued pursuant to guidelines established by the Board of Trustees. In the event that market quotes are not readily available and the swap cannot be valued pursuant to one of the valuation methods, the value of the swap will be determined in good faith by the Valuation Committee of the Board of Trustees.
24
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. – (continued)
Payments received or made at the beginning of the measurement period are reflected as such on the Statement of Assets and Liabilities and represent payments made or received upon entering into the swap agreements to compensate for differences between the stated terms of the swap agreement and prevailing market conditions (credit spreads, currency exchange rates, interest rates, and other relevant factors). These upfront payments are recorded as realized gains or losses on the Statement of Operations upon termination or maturity of the swap. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss on the Statement of Operations. Net periodic payments received or paid by the Fund are included as part of realized gains or losses on the Statement of Operations.
Entering into these agreements involves, to varying degrees, elements of credit, market and documentation risk in excess of the amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of contractual terms in the agreements and that there may be unfavorable changes in interest rates.
Credit default swap agreements: Credit default swap agreements involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return in the event of a default or other credit event for the referenced entity, obligation or index. As a seller of protection on credit default swap agreements, the Fund will generally receive from the buyer of protection a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, the Fund would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap.
If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising the referenced index. If the Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. Recovery values are assumed by market makers considering either industry standard recovery rates or entity specific factors and considerations until a credit event occurs.
If a credit event has occurred, the recovery value is determined by facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuations method, are used to calculate the settlement value.
Credit default swap agreements on corporate issues or sovereign issues of an emerging country involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default or other credit event. If a credit event occurs and cash settlement is not elected, a variety of other deliverable obligations may be delivered in lieu of the specific referenced obligation. The ability to deliver other obligations may result in a cheapest-to-deliver option (the buyer of protection’s right to choose the deliverable obligation with the lowest value following a credit event). The Fund may use credit default swaps on corporate issues or sovereign issues of an emerging country to provide a measure of protection against defaults of the issuers (i.e., to reduce risk where the Fund owns or has exposure to the referenced obligation) or to take an active long or short position with respect to the likelihood of a particular issuer’s default.
Credit default swap agreements on asset-backed securities involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default or other credit event. Unlike credit default swaps on corporate issues or sovereign issues of an emerging country, deliverable obligations in most instances would be limited to the specific referenced obligation as performance for asset-backed securities can vary across deals. Prepayments, principal paydowns, and other writedown or loss events on the underlying mortgage loans will reduce the outstanding principal balance of the referenced obligation. These reductions may be temporary or permanent as defined under the terms of the swap agreement and the notional amount for the swap agreement will be adjusted by corresponding amounts. The Fund may use credit default swaps on asset-backed securities to provide a measure of protection against defaults of the referenced obligation or to take an active long or short position with respect to the likelihood of a particular referenced obligation’s default.
Credit default swap agreements on credit indices involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. A credit index is a list of a basket of credit instruments or exposures designed to be representative of some part of the credit market as a whole. These indices are made up of reference credits that are judged by a poll of dealers to be the most liquid entities in the credit default swap market based on the sector of the index. Components of the indices may include, but are not limited to, investment grade securities, high yield securities, asset backed securities, emerging markets, and/or various credit ratings within each sector. Credit indices are traded using credit default swaps with standardized terms including a fixed spread and standard maturity dates. An index credit default swap references all the names in the index, and if there is a default, the credit event is settled based on that name’s weight in the index. The composition of the indices changes periodically, usually every six months, and for most indices, each name has an equal weight in the index.
25
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. – (continued)
The Fund may use credit default swaps on credit indices to hedge a portfolio of credit default swaps or bonds with a credit default swap on indices which is less expensive than it would be to buy many credit default swap to achieve a similar effect. Credit default swap on indices are benchmarks for protecting investors owning bonds against default, and traders use them to speculate on changes in credit quality.
Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues or sovereign issues of an emerging country as of period end are disclosed in the footnotes to the Schedule of Investments and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement.
For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values serve as the indicator of the current status of the payment/performance risk. Wider credit spreads and increasing market values, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.
The maximum potential amount of future payments (undiscounted) that the Fund as a seller of protection could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. Notional amounts of all credit default swap agreements outstanding as of December 31, 2008 for which the Fund is the seller of protection are disclosed in the footnotes to the Schedule of Investments.
These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement, or net amounts received from the settlement of buy protection credit default swap agreements entered into by the Fund for the same referenced entity or entities.
FASB Staff Position No. FAS 133-1 and FIN 45-4, “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45” (the “Position”) The Position amends FASB Statement No. 133 (“FAS 133”), Accounting for Derivative Instruments and Hedging Activities, and also amends FASB Interpretation No. 45 (“FIN 45”), Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.
The amendments to FAS 133 include required disclosure for (i) the nature and terms of the credit derivative, reasons for entering into the credit derivative, the events or circumstances that would require the seller to perform under the credit derivative, and the current status of the payment/performance risk of the credit derivative, (ii) the maximum potential amount of future payments (undiscounted) the seller could be required to make under the credit derivative, (iii) the fair value of the credit derivative, and (iv) the nature of any recourse provisions and assets held either as collateral or by third parties. The amendments to FIN 45 require additional disclosures about the current status of the payment/performance risk of a guarantee. All changes to accounting policies have been made in accordance with the Position and incorporated for the current period as part of the Notes to the Schedules of Investments.
Interest rate swap agreements: Interest rate swap agreements involve the exchange by the Fund with another party of their respective commitments to pay or receive interest with respect to the notional amount of principal. Certain forms of interest rate swap agreements may include: (i) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”, (ii) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”, (iii) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels, (iv) callable interest rate swaps, under which the counterparty may terminate the swap transaction in whole at zero cost by a predetermined date and time prior to the maturity date, (v) spreadlocks, which allow the interest rate swap users to lock in the forward differential (or spread) between the interest rate swap rate and a specified benchmark, or (vi) basis swap, under which two parties can exchange variable interest rates based on different money markets.
Total return swap agreements: The Fund may enter into total return swap agreements. Total return swap agreements on commodities involve commitments where exchanged cash flows based on the price of a commodity and in return receives either fixed or determined by floating price or rate. One party would receive payments based on the market value of the commodity involved and pay a fixed amount. Total return swap agreements on indices involve commitments to pay interest in exchange for a market-linked return. One counterparty pays out the total return of a specific reference asset, which may be an equity, index, or bond, and in return receives a regular stream of payments.
To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty.
26
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. – (continued)
Futures contracts: The Fund may enter into futures contracts to manage exposure to market, interest rate or currency fluctuations. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.
The primary risks associated with futures contracts are imperfect correlation between the change in market value of the securities held and the prices of futures contracts; the possibility of an illiquid market and inability of the counterparty to meet the contract terms.
The underlying face amounts of open futures contracts at December 31, 2008 are listed in the Schedule of Investments. The variation margin receivable or payable, as applicable, is included in the Statement of Assets and Liabilities.
Variation margin represents the additional payment due or excess deposits made in order to maintain the equity account at the required margin level.
Option contracts: The Fund may enter into options contracts to manage exposure to market fluctuations. Options are valued at the average of the bid and ask (“Mean Quote”) established each day at the close of the board of trade or exchange on which they are traded. The primary risks associated with options are imperfect correlation between the change in value of the securities held and the prices of the options contracts; the possibility of an illiquid market; and inability of the counterparty to meet the contracts terms. When the Fund writes a covered call or put option, an amount equal to the premium received by the Fund is included in the Fund’s Statement of Assets and Liabilities as an asset and as an equivalent liability. Options are marked-to-market daily to reflect the current value of the option written.
Transactions in written options were as follows:
| | Transamerica PIMCO Total Return VP | |
| | Premium | | Contracts* | |
Balance at December 31, 2007 | | $ | 1,181 | | 2,163 | |
Sales | | 702 | | 1,328 | |
Closing Buys | | — | | — | |
Expirations | | (1,741 | ) | (3,165 | ) |
Exercised | | 142 | | (326 | ) |
Balance at December 31, 2008 | | $ | — | | — | |
* Contracts not in thousands.
Swaptions contracts: The Fund is authorized to write swaption contracts to manage exposure to fluctuations in interest rates and to enhance fund yield. Swaption contracts written by the Fund represent an option that gives the purchaser the right, but not the obligation, to enter into a previously agreed upon swap contract on a future date. If a written call option is exercised, the writer will enter a swap and is obligated to pay the fixed rate and receive a variable rate in exchange. Swaptions are marked-to-market daily based upon quotations from market makers.
When the Fund writes a swaption, the premium received is recorded as a liability and is subsequently adjusted to the current value of the swaption. Changes in the value of the swaption are reported as Unrealized gains or losses in written options in the Statement of Assets and Liabilities. Gain or loss is recognized when the swaption contract expires or is closed.
Premiums received from writing swaptions that expire or are exercised are treated by the Fund as realized gains from written options. The difference between the premium and the amount paid on affecting a closing purchase transaction is treated as a realized gain or loss.
Transactions in written swaptions were as follows:
| | Transamerica PIMCO Total Return VP | |
| | Premium | | Notional Amount | |
Balance at December 31, 2007 | | $ | 5,347 | | $ | 417,600 | |
Sales | | 8,953 | | 448,100 | |
Closing Buys | | (11,282 | ) | (626,300 | ) |
Expirations | | (640 | ) | (19,500 | ) |
Exercised | | — | | — | |
Balance at December 31, 2008 | | $ | 2,378 | | $ | 219,900 | |
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
Market and Credit Risk: On September 15, 2008, Lehman Brothers Holdings Inc. filed for protection under Chapter 11 of the United States Bankruptcy Code. On September 19, 2008, a proceeding under the Securities Investor Protection Act (SIPA) commenced with respect to Lehman Brothers Inc., a broker-dealer. A trustee appointed under SIPA is administering the bankruptcy estate of Lehman Brothers Inc. Lehman Brothers International (Europe) was placed in administration under the UK Insolvency Act on September 15, 2008. Lehman Brothers Special Financing Inc. filed for protection under Chapter 11 of the United States Bankruptcy Code on October 3, 2008. In connection with these filings, the Lehman Brothers group of companies (collectively “Lehman Brothers”) will be reorganized and/or liquidated in an orderly fashion, subject to court approval. Each Lehman Brothers entity is a separate legal entity that is subject to its own bankruptcy proceeding. The Fund had select holdings, credit default and interest rate swap agreements, foreign currency transactions, securities and derivatives transactions outstanding with Lehman Brothers entities as issuer, referenced entity or counterparty at the time the relevant Lehman Brothers entity filed for protection or was placed in administration.
27
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. – (continued)
The security holdings, credit default and interest rate swap agreements, foreign currency transactions, securities and derivatives transactions associated with Lehman Brothers have been adjusted to their estimated fair values. Anticipated losses for derivatives transactions associated with Lehman Brothers have been incorporated as payable for terminated swap agreements on the Statement of Assets and Liabilities and net realized gain (loss) on the Statement of Operations. A facilitated auction occurred on October 10, 2008 comprising multiple pre-approved brokerage agencies to determine the estimated recovery rate for holdings and credit default swap agreements with Lehman Brothers as referenced entity. These recovery rates have been utilized in determining estimated fair values. Financial assets and liabilities may be offset and the net amount may be reported in the statement of assets and liabilities where there is a legally enforceable right to set off the recognized amounts and the provisions of FASB Interpretation No. 39, Offsetting of Amounts Related to Certain Contracts (“FIN 39”) have been met. As of December 31, 2008, TBA transactions with Lehman Brothers were netted to a $46,000 on the Statement of Assets and Liabilities in accordance with FIN 39. These receivables are adequately collateralized. The Sub-Adviser has delivered notices of default to the relevant Lehman Brothers entities in accordance with the terms of the applicable agreements. The Sub-Adviser has terminated transactions with Lehman Brothers counterparties, has obtained quotations from brokers for replacement trades and, where deemed appropriate, re-opened positions with new counterparties.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
Transamerica Asset Allocation-Conservative VP | | $ | 165,939 | | 12.98 | % |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 314,444 | | 24.59 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 281,928 | | 22.04 | |
| | | | | |
Transamerica International Moderate Growth VP | | 54,342 | | 4.25 | |
| | | | | |
Total | | $ | 816,653 | | 63.86 | % |
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $250 million | | 0.675 | % |
Over $250 million up to $750 million | | 0.65 | % |
Over $750 million | | 0.60 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.20% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
28
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. – (continued)
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $53 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 14,133,305 | |
U.S. Government | | 1,594,301 | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 14,179,671 | |
U.S. Government | | 1,361,763 | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | 31,869 | |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | (31,869 | ) |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes.
29
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. – (continued)
The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 32,457 | |
Long-term Capital Gain | | 88 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 82,082 | |
Long-term Capital Gain | | 621 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 127,709 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | — | |
Post October Capital Loss Deferral | | $ | — | |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (149,389 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
30
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica PIMCO Total Return VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica PIMCO Total Return VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
31
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $621 for the year ended December 31, 2008.
32
Transamerica Science & Technology VP
(unaudited)
MARKET ENVIRONMENT
The year ended December 31, 2008, was exceptionally challenging for investors. As problems in the credit markets spread to other segments of the economy, unemployment rose to 7.2%, home prices fell for the third consecutive year, consumer confidence declined, and U.S. gross domestic product (“GDP”) shrank. The financial markets responded to these events with substantial losses.
The credit problems in the financial sector and a near-freeze in the funding market prompted the U.S. government to intervene early in the year with a $160 billion economic stimulus package intended to stave off an economic collapse. However, in the second quarter it became evident that the credit crisis had not only spread beyond the financial sector but also beyond U.S. borders. Subsequent attempts to stabilize the U.S. monetary system and economy with capital injections came from the Federal Reserve Board (“Fed”) and the federal government. Further, throughout the course of the year, the Fed lowered short-term interest rates from 4.25% to an unprecedented target range of 0.0-0.25%. China and Europe also cut interest rates in an effort to stimulate growth.
As the year came to a close, falling energy prices and the historic election of the 44th U.S. President gave the markets a much-needed confidence boost. Investor confidence plummeted once again, however, when the “Big Three” automakers announced they were unable to continue funding operations without government assistance, sending ripples throughout the markets, especially among industrial suppliers to the automakers.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Science & Technology VP Initial Class returned (48.59)%. By comparison its benchmark, the Dow Jones U.S. Technology Index, returned (42.85)%.
STRATEGY REVIEW
Against this backdrop investor preference transitioned from growth to value, and prices of high-quality stocks with high P/E ratios declined sharply. While these qualities characterize technology stocks in general, they are especially descriptive of the stocks we own. As a result, the weak performance of several of the portfolio’s technology holdings held back relative performance. Select industrials holdings also hurt our results.
Noteworthy disappointments in the technology space included NVIDIA Corp. (“NVIDIA”) and SiRF Technology Holdings, Inc. (“SiRF”). NVIDIA, a video graphics chipmaker, was pressured by declining profits, growing competition and weaker-than-expected video game sales. In our opinion, the company’s leading-edge technology will enable it to close the gap with its rivals. We liquidated our position in SiRF, a maker of global positioning systems (“GPS”) and chips, mid-way through the year. Demand for its more-precise technology failed to meet our expectations.
The single largest detractor from the portfolio’s relative performance was Sunpower Corp., a manufacturer of solar electric power technologies. Demand for their product fell due to a lack of available financing. We continue to believe that demand for alternative energy will increase regardless of oil prices.
On the upside, our stock selection in the healthcare sector (i.e., Gilead Sciences, Inc. (“Gilead”)) contributed positively to relative performance. Gilead develops therapeutic treatments for infectious, life-threatening diseases such as HIV, and was virtually unaffected by the economic downturn. Given that the patient population with HIV is growing and treatment period for the virus is longer, we believe there continues to be upside for Gilead.
Informatica Corp. also contributed positively to performance. The company provides businesses with software and services that handle various enterprise-wide data integration initiatives. Because Informatica’s software creates efficiencies for companies, it remains in high demand.
Kirk J. Kim
Jeffrey J. Hoo, CFA
Erik U. Rollé
Joshua D. Shaskan, CFA
Co-Portfolio Managers
Transamerica Investment Management, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
| | | | | | | | | |
Initial Class | | (48.59 | )% | (5.34 | )% | (12.90 | )% | 05/01/2000 | |
Dow Jones U.S. Technology* | | (42.85 | )% | (5.21 | )% | (12.96 | )% | 05/01/2000 | |
Service Class | | (48.87 | )% | (5.65 | )% | (0.18 | )% | 05/01/2003 | |
NOTES
* The Dow Jones U.S. Technology Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
Investing in technology stocks generally involves greater volatility and risks so an investment in the portfolio may not be appropriate for everyone.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 627.92 | | 0.87 | % | $ | 3.56 | |
Hypothetical (b) | | 1,000.00 | | 1,020.76 | | 0.87 | | 4.42 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 625.82 | | 1.12 | | 4.58 | |
Hypothetical (b) | | 1,000.00 | | 1,019.51 | | 1.12 | | 5.69 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (90.8%) | | | | | |
Auto Components (1.4%) | | | | | |
BorgWarner, Inc. ^ | | 45,504 | | $ | 991 | |
Biotechnology (6.0%) | | | | | |
Gilead Sciences, Inc. ‡ ^ | | 83,800 | | 4,286 | |
Communications Equipment (9.6%) | | | | | |
Cisco Systems, Inc. ‡ | | 45,000 | | 734 | |
F5 Networks, Inc. ‡ | | 81,500 | | 1,863 | |
Polycom, Inc. ‡ | | 183,520 | | 2,479 | |
Qualcomm, Inc. | | 50,500 | | 1,809 | |
Computers & Peripherals (10.5%) | | | | | |
Apple, Inc. ‡ | | 33,585 | | 2,866 | |
Data Domain, Inc. ‡ ^ | | 81,000 | | 1,523 | |
EMC Corp. ‡ | | 190,400 | | 1,993 | |
Hewlett-Packard Co. | | 31,000 | | 1,125 | |
Diversified Financial Services (2.8%) | | | | | |
CME Group, Inc. -Class A | | 9,600 | | 1,998 | |
Diversified Telecommunication Services (3.3%) | | | | | |
AT&T, Inc. | | 82,700 | | 2,357 | |
Electrical Equipment (4.7%) | | | | | |
First Solar, Inc. ‡ | | 5,350 | | 738 | |
Fuelcell Energy, Inc. ‡ ^ | | 261,100 | | 1,013 | |
Sunpower Corp. -Class A ‡ | | 45,100 | | 1,669 | |
Electronic Equipment & Instruments (7.9%) | | | | | |
FLIR Systems, Inc. ‡ ^ | | 107,000 | | 3,283 | |
Itron, Inc. ‡ ^ | | 36,700 | | 2,339 | |
Health Care Equipment & Supplies (5.4%) | | | | | |
Intuitive Surgical, Inc. ‡ | | 14,800 | | 1,879 | |
NuVasive, Inc. ‡ ^ | | 58,100 | | 2,013 | |
Internet & Catalog Retail (4.3%) | | | | | |
Amazon.com, Inc. ‡ | | 59,600 | | 3,056 | |
Internet Software & Services (9.3%) | | | | | |
Equinix, Inc. ‡ ^ | | 26,000 | | 1,383 | |
Google, Inc. -Class A ‡ | | 10,400 | | 3,200 | |
Omniture, Inc. ‡ ^ | | 102,400 | | 1,090 | |
Vocus, Inc. ‡ ^ | | 52,800 | | 961 | |
Machinery (1.4%) | | | | | |
Tennant Co. ^ | | 64,000 | | 986 | |
Software (18.9%) | | | | | |
Activision Blizzard, Inc. ‡ | | 193,000 | | 1,668 | |
Adobe Systems, Inc. ‡ | | 108,600 | | 2,312 | |
Informatica Corp. ‡ | | 178,900 | | 2,456 | |
Nintendo Co., Ltd. ADR | | 46,200 | | 2,206 | |
Nuance Communications, Inc. ‡ ^ | | 214,100 | | 2,218 | |
Salesforce.Com, Inc. ‡ ^ | | 80,300 | | 2,570 | |
Wireless Telecommunication Services (5.3%) | | | | | |
Metropcs Communications, Inc. ‡ ^ | | 197,700 | | 2,936 | |
NII Holdings, Inc. ‡ | | 45,300 | | 824 | |
Total Common Stocks (cost $95,780) | | | | 64,824 | |
| | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (9.3%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $6,611 on 01/02/2009 à · | | $ | 6,611 | | 6,611 | |
Total Repurchase Agreement (cost $6,611) | | | | 6,611 | |
| | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (9.1%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 6,512,133 | | 6,512 | |
Total Securities Lending Collateral (cost $6,512) | | | | 6,512 | |
| | | | | |
Total Investment Securities (cost $108,903) # | | | | $ | 77,947 | |
| | | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
^ | All or a portion of this security is on loan. The value of all securities on loan is $6,348. |
‡ | Non-income producing security. |
· | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 01/29/2009, and with a market value plus accrued interest of $6,800. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
p | Interest rate shown reflects the yield at 12/31/2008. |
# | Aggregate cost for federal income tax purposes is $109,451. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $1,131 and $32,635, respectively. Net unrealized depreciation for tax purposes is $31,504. |
DEFINITION:
ADR | American Depositary Receipt |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 71,336 | | $ | 6,611 | | $ | — | | $ | 77,947 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
4
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $108,903) (including securities loaned of $6,348) | | $ | 77,947 | |
Foreign currency (cost: $27) | | 29 | |
Receivables: | | | |
Shares sold | | 5 | |
Income from loaned securities | | 12 | |
Dividends | | 11 | |
| | 78,004 | |
Liabilities: | | | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 15 | |
Management and advisory fees | | 49 | |
Distribution and service fees | | 1 | |
Administration fees | | 1 | |
Payable for collateral for securities on loan | | 6,512 | |
Other | | 32 | |
| | 6,610 | |
Net Assets | | $ | 71,394 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 274 | |
Additional paid-in capital | | 106,218 | |
Accumulated net realized loss from investment securities and foreign currency transactions | | (4,144 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (30,956 | ) |
Translation of assets and liabilities denominated in foreign currencies | | 2 | |
Net Assets | | $ | 71,394 | |
Net Assets by Class: | | | |
Initial Class | | $ | 68,734 | |
Service Class | | 2,660 | |
Shares Outstanding: | | | |
Initial Class | | 26,364 | |
Service Class | | 1,033 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 2.61 | |
Service Class | | 2.57 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $3) | | $ | 382 | |
Interest | | 46 | |
Income from loaned securities-net | | 361 | |
| | 789 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 1,047 | |
Printing and shareholder reports | | 18 | |
Custody fees | | 26 | |
Administration fees | | 27 | |
Legal fees | | 6 | |
Audit fees | | 18 | |
Trustees fees | | 4 | |
Transfer agent fees | | 2 | |
Distribution and service fees: | | | |
Service Class | | 12 | |
Other | | 3 | |
Total expenses | | 1,163 | |
| | | |
Net Investment Loss | | (374 | ) |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (4,035 | ) |
Foreign currency transactions | | (32 | ) |
| | (4,067 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (81,433 | ) |
Translation of assets and liabilities denominated in foreign currencies | | 1 | |
| | (81,432 | ) |
Net Realized and Unrealized Loss | | (85,499 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (85,873 | ) |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment loss | | $ | (374 | ) | $ | (615 | ) |
Net realized gain (loss) from investment securities and foreign currency transactions | | (4,067 | ) | 9,236 | |
Change in net unrealized appreciation (depreciation) on investment securities and foreign currency translation | | (81,432 | ) | 35,919 | |
Net increase (decrease) in net assets resulting from operations | | (85,873 | ) | 44,540 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net realized gains: | | | | | |
Initial Class | | (6,962 | ) | — | |
Service Class | | (276 | ) | — | |
| | (7,238 | ) | — | |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 20,786 | | 38,229 | |
Service Class | | 3,107 | | 6,385 | |
| | 23,893 | | 44,614 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 6,962 | | — | |
Service Class | | 276 | | — | |
| | 7,238 | | — | |
Cost of shares redeemed: | | | | | |
Initial Class | | (62,299 | ) | (24,486 | ) |
Service Class | | (4,477 | ) | (2,900 | ) |
| | (66,776 | ) | (27,386 | ) |
Net increase (decrease) in net assets from capital shares transactions | | (35,645 | ) | 17,228 | |
Net increase (decrease) in net assets | | (128,756 | ) | 61,768 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 200,150 | | 138,382 | |
End of year | | $ | 71,394 | | $ | 200,150 | |
Accumulated Net Investment (Loss) | | $ | — | | $ | (2 | ) |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 5,043 | | 7,774 | |
Service Class | | 764 | | 1,321 | |
| | 5,807 | | 9,095 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 1,662 | | — | |
Service Class | | 66 | | — | |
| | 1,728 | | — | |
Shares redeemed: | | | | | |
Initial Class | | (16,425 | ) | (5,393 | ) |
Service Class | | (1,134 | ) | (610 | ) |
| | (17,559 | ) | (6,003 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | (9,720 | ) | 2,381 | |
Service Class | | (304 | ) | 711 | |
| | (10,024 | ) | 3,092 | |
The notes to the financial statements are an integral part of this report.
6
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 5.35 | | $ | 4.03 | | $ | 4.36 | | $ | 4.29 | | $ | 3.97 | |
Investment Operations | | | | | | | | | | | |
Net investment income (loss)(a) | | (0.01 | ) | (0.02 | ) | (0.01 | ) | (0.01 | ) | 0.02 | |
Net realized and unrealized gain (loss) | | (2.50 | ) | 1.34 | | 0.02 | | 0.10 | | 0.30 | |
Total operations | | (2.51 | ) | 1.32 | | 0.01 | | 0.09 | | 0.32 | |
Distributions | | | | | | | | | | | |
From net investment income | | — | | — | | — | | (0.02 | ) | — | |
From net realized gains | | (0.23 | ) | — | | (0.34 | ) | — | | — | |
Total distributions | | (0.23 | ) | — | | (0.34 | ) | (0.02 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 2.61 | | $ | 5.35 | | $ | 4.03 | | $ | 4.36 | | $ | 4.29 | |
Total Return(b) | | (48.59 | )% | 32.75 | % | 1.01 | % | 2.06 | % | 8.06 | % |
Net Assets End of Year (000’s) | | $ | 68,734 | | $ | 193,067 | | $ | 135,878 | | $ | 153,247 | | $ | 209,049 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.86 | % | 0.85 | % | 0.85 | % | 0.88 | % | 0.85 | % |
Net investment income (loss), to average net assets | | (0.27 | )% | (0.38 | )% | (0.33 | )% | (0.22 | )% | 0.38 | % |
Portfolio turnover rate | | 52 | % | 62 | % | 93 | % | 91 | % | 35 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 5.30 | | $ | 4.00 | | $ | 4.34 | | $ | 4.28 | | $ | 3.97 | |
Investment Operations | | | | | | | | | | | |
Net investment income (loss)(a) | | (0.02 | ) | (0.03 | ) | (0.02 | ) | (0.02 | ) | 0.02 | |
Net realized and unrealized gain (loss) | | (2.48 | ) | 1.33 | | 0.02 | | 0.09 | | 0.29 | |
Total operations | | (2.50 | ) | 1.30 | | — | | 0.07 | | 0.31 | |
Distributions | | | | | | | | | | | |
From net investment income | | — | | — | | — | | (0.01 | ) | — | |
From net realized gains | | (0.23 | ) | — | | (0.34 | ) | — | | — | |
Total distributions | | (0.23 | ) | — | | (0.34 | ) | (0.01 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 2.57 | | $ | 5.30 | | $ | 4.00 | | $ | 4.34 | | $ | 4.28 | |
Total Return(b) | | (48.87 | )% | 32.50 | % | 0.76 | % | 1.86 | % | 7.56 | % |
Net Assets End of Year (000’s) | | $ | 2,660 | | $ | 7,083 | | $ | 2,504 | | $ | 2,251 | | $ | 2,324 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.11 | % | 1.10 | % | 1.10 | % | 1.13 | % | 1.15 | % |
Net investment income (loss), to average net assets | | (0.54 | )% | (0.65 | )% | (0.59 | )% | (0.47 | )% | 0.48 | % |
Portfolio turnover rate | | 52 | % | 62 | % | 93 | % | 91 | % | 35 | % |
(a) Calculation is based on average number of shares outstanding.
(b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
The notes to the financial statements are an integral part of this report.
7
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Transamerica Science & Technology also changed its name to Transamerica Science & Technology VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST. The Fund is “non-diversified” under the 1940 Act.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
8
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
There were no recaptured commissions during the year ended December 31, 2008.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
Foreign currency denominated assets may involve risks not typically associated with domestic transactions.
These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) (“Western Reserve”) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS and TCI are affiliates of AEGON NV, a Netherlands corporation.
Transamerica Investment Management, LLC (“TIM”) is both an affiliate of the Fund and is a sub-adviser of the Fund.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
| | | | | |
Transamerica Asset Allocation-Conservative VP | | $ | 3,111 | | 4.36 | % |
| | | | | |
Transamerica Asset Allocation-Growth VP | | 3,122 | | 4.37 | |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 10,215 | | 14.31 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 20,231 | | 28.34 | |
| | | | | |
Total | | $ | 36,679 | | 51.38 | % |
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $500 million | | 0.78 | % |
Over $500 million | | 0.70 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.98% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $3 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled less than $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 68,707 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 113,707 | |
U.S. Government | | — | |
| | | | |
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | (408 | ) |
Undistributed (accumulated) net investment income (loss) | | $ | 376 | |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | 32 | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | — | |
Long-term Capital Gain | | — | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | — | |
Long-term Capital Gain | | 7,238 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | — | |
Undistributed Long-term Capital Gain | | $ | 913 | |
Capital Loss Carryforward | | $ | — | |
Post October Capital Loss Deferral | | $ | (4,509 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (31,502 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
11
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Science & Technology VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Science & Technology VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
12
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $7,238 for the year ended December 31, 2008.
13
Transamerica Small/Mid Cap Value VP
(unaudited)
MARKET ENVIRONMENT
The year ended December 31, 2008, was exceptionally challenging for investors. As problems in the credit markets spread to other segments of the economy, unemployment rose to 7.2%, home prices fell for the third consecutive year, consumer confidence declined, and U.S. Gross Domestic Product (“GDP”) shrank. The financial markets responded to these events with substantial losses. Smaller capitalization stocks fell notably less than their large-cap counterparts, with the Russell 2000 Index down 33.79% and the S&P MidCap 400 Stock Index down 37.28%. By contrast, the Russell 1000 Index and the Standard and Poor’s 500 Composite Stock Index (“S&P 500”), two large-stock measures, declined 37.60% and 37.00%, respectively.
The credit problems in the financial sector and a near-freeze in the funding market prompted the U.S. government to intervene early in the year with a $160 billion economic stimulus package intended to stave off an economic collapse. However, in the second quarter it became evident that the credit crisis had not only spread beyond the financial sector but also beyond U.S. borders. Subsequent attempts to stabilize the U.S. monetary system and economy with capital injections came from the Federal Reserve Board (“Fed”) and the federal government. Further, throughout the course of the year, the Fed lowered short-term interest rates from 4.25% to an unprecedented target range of 0-0.25%. China and Europe also cut interest rates in an effort to stimulate growth.
As the year came to a close, falling energy prices and the historic election of the 44th U.S. President gave the markets a much-needed confidence boost. Investor confidence plummeted once again, however, when the Big Three automakers announced they were unable to continue funding operations without government assistance, sending ripples throughout the markets especially among industrial suppliers to the automakers.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Small/Mid Cap Value VP Initial Class returned (40.86)%. By comparison its benchmark, the Russell 2500® Value Index, returned (31.99)%.
STRATEGY REVIEW
The portfolio’s underperformance was largely a result of losses suffered by individual holdings in the industrials (e.g., Aegean Marine Petroleum Network, Inc., DryShips, Inc. and McDermott International, Inc.) and energy (e.g., Global Industries, Ltd.) sectors. Global Industries is an oil services provider catering to the offshore oil and gas industry. Performance was hurt by excessive costs incurred from downtime due to bad weather, issues surrounding port clearance, and delays in obtaining support vessels and equipment from its customers. We opted to liquidate our position in favor of other, more attractive investment ideas.
Through its subsidiaries, McDermott operates as an engineering and construction company in three segments: offshore oil and gas construction, government operations, and power generation systems. Shrinking profits in its offshore oil and gas business weighed heavily on the stock, which was sold from the portfolio early in the fourth quarter ahead of further declines.
Helping to tame relative underperformance were a modest cash position and strong returns delivered by select holdings in the information technology and financials sectors (e.g., Arris Group, Inc. (“Arris”) and Annaly Capital Management, Inc. (“Annaly”)). Arris, a telecommunications technology company, benefited from growing competition among cable operators and satellite operators. It rewarded investors and surprised Wall Street with earnings that exceeded expectations. Annaly is a real estate investment trust (“REIT”) that invests primarily in mortgage securities. Contributing to its solid results were its investments in Freddie Mac and Fannie Mae, which benefited from the Treasury’s effective takeover of these two companies.
Jeffrey J. Hoo, CFA
Joshua D. Shaskan, CFA
John D. Lawrence, CFA
Scott L. Dinsdale, CFA
Co-Portfolio Managers
Transamerica Investment Management, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (40.86 | )% | 2.84 | % | 9.41 | % | 10.46 | % | 05/04/1993 | |
Russell 2500 Value* | | (31.99 | )% | (0.15 | )% | 5.72 | % | 9.23 | % | 05/04/1993 | |
Service Class | | (41.05 | )% | N/A | | N/A | | 2.57 | % | 05/03/2004 | |
NOTES
* The Russell 2500® Value Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio. The historical financial information for periods prior to May 1, 2002 has been derived from the financial history of the predecessor portfolio, Dreyfus Small Cap Value Portfolio, of the Endeavor Series Trust. The Dreyfus Corporation had been the portfolio’s subadviser since September 16, 1996 to April 30, 2004. Prior to that date a different firm managed the portfolio and the performance set forth above, prior to September 16, 1996 is attributable to that firm.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 575.46 | | 0.87 | % | $ | 3.45 | |
Hypothetical (b) | | 1,000.00 | | 1,020.76 | | 0.87 | | 4.42 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 574.33 | | 1.12 | | 4.43 | |
Hypothetical (b) | | 1,000.00 | | 1,019.51 | | 1.12 | | 5.69 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (100.6%) | | | | | |
Aerospace & Defense (2.8%) | | | | | |
Alliant Techsystems, Inc. ‡ ^ | | 60,675 | | $ | 5,204 | |
Auto Components (1.4%) | | | | | |
Tenneco, Inc. ‡ ^ | | 930,166 | | 2,744 | |
Chemicals (3.8%) | | | | | |
Terra Industries, Inc. | | 228,426 | | 3,808 | |
Zep, Inc. ^ | | 173,200 | | 3,344 | |
Commercial Banks (6.8%) | | | | | |
Bank of Hawaii Corp. ^ | | 98,265 | | 4,439 | |
City National Corp. ^ | | 97,225 | | 4,735 | |
Wintrust Financial Corp. ^ | | 182,560 | | 3,755 | |
Commercial Services & Supplies (2.5%) | | | | | |
Republic Services, Inc. -Class A | | 187,190 | | 4,640 | |
Communications Equipment (5.4%) | | | | | |
Arris Group, Inc. ‡ | | 769,560 | | 6,118 | |
Harmonic Lightwaves, Inc. ‡ | | 719,069 | | 4,034 | |
Electric Utilities (2.8%) | | | | | |
UIL Holdings Corp. ^ | | 179,230 | | 5,382 | |
Energy Equipment & Services (2.4%) | | | | | |
Superior Energy Services, Inc. ‡ ^ | | 283,040 | | 4,509 | |
Health Care Equipment & Supplies (4.9%) | | | | | |
Hologic, Inc. ‡ | | 372,440 | | 4,868 | |
West Pharmaceutical Services, Inc. ^ | | 117,225 | | 4,427 | |
Health Care Technology (4.2%) | | | | | |
Allscripts-Misys Healthcare Solutions, Inc. ^ | | 791,085 | | 7,848 | |
Hotels, Restaurants & Leisure (5.4%) | | | | | |
Cheesecake Factory ‡ ^ | | 422,825 | | 4,270 | |
PF Chang’s China Bistro, Inc. ‡ ^ | | 282,228 | | 5,910 | |
Insurance (6.3%) | | | | | |
HCC Insurance Holdings, Inc. | | 225,685 | | 6,037 | |
PartnerRe, Ltd. ^ | | 83,330 | | 5,939 | |
Internet Software & Services (2.8%) | | | | | |
Valueclick, Inc. ‡ | | 774,072 | | 5,295 | |
IT Services (2.0%) | | | | | |
NeuStar, Inc. -Class A ‡ ^ | | 200,501 | | 3,836 | |
Life Sciences Tools & Services (5.8%) | | | | | |
Charles River Laboratories International, Inc. ‡ ^ | | 173,055 | | 4,534 | |
Varian, Inc. ‡ | | 191,612 | | 6,421 | |
Machinery (2.3%) | | | | | |
Clarcor, Inc. ^ | | 133,500 | | | 4,430 | |
Media (2.2%) | | | | | |
Lamar Advertising Co. -Class A ‡ ^ | | 324,155 | | 4,071 | |
Oil, Gas & Consumable Fuels (4.8%) | | | | | |
Comstock Resources, Inc. ‡ ^ | | 96,920 | | 4,579 | |
PetroHawk Energy Corp. ‡ ^ | | 283,665 | | 4,434 | |
Personal Products (1.8%) | | | | | |
Bare Escentuals, Inc. ‡ ^ | | 651,649 | | 3,408 | |
Pharmaceuticals (2.5%) | | | | | |
Sepracor, Inc. ‡ ^ | | 428,485 | | 4,705 | |
Professional Services (4.0%) | | | | | |
FTI Consulting, Inc. ‡ ^ | | 170,000 | | 7,596 | |
Real Estate Investment Trusts (15.7%) | | | | | |
Annaly Capital Management, Inc. ^ | | 543,000 | | 8,618 | |
Capstead Mortgage Corp. ^ | | 518,700 | | 5,586 | |
Host Hotels & Resorts, Inc. ^ | | 565,700 | | 4,282 | |
Omega Healthcare Investors, Inc. | | 398,080 | | 6,357 | |
Potlatch Corp. ^ | | 181,305 | | 4,716 | |
Road & Rail (1.8%) | | | | | |
Kansas City Southern Railway ‡ | | 174,815 | | 3,330 | |
Software (2.7%) | | | | | |
Macrovision Solutions Corp. ‡ ^ | | 398,532 | | 5,041 | |
Textiles, Apparel & Luxury Goods (2.1%) | | | | | |
Hanesbrands, Inc. ‡ ^ | | 308,700 | | 3,936 | |
Thrifts & Mortgage Finance (1.4%) | | | | | |
People’s United Financial, Inc. ^ | | 146,045 | | 2,605 | |
Total Common Stocks (cost $208,029) | | | | 189,791 | |
| | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (2.4%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $4,453 on 01/02/2009 à · | | $ | 4,453 | | 4,453 | |
Total Repurchase Agreement (cost $4,453) | | | | 4,453 | |
| | | | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (14.4%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 27,110,036 | | 27,110 | |
| | | | | |
Total Securities Lending Collateral (cost $27,110) | | | | 27,110 | |
| | | | | |
Total Investment Securities (cost $239,592) # | | | | $ | 221,354 | |
| | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
^ | All or a portion of this security is on loan. The value of all securities on loan is $26,281. |
‡ | Non-income producing security. |
· | Repurchase agreement is collateralized by a U.S. Government Agency Obligation with an interest rate of 0.97%, a maturity date of 12/25/2033, and with a market value plus accrued interest of $4,543. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
p | Interest rate shown reflects the yield at 12/31/2008. |
# | Aggregate cost for federal income tax purposes is $239,641. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $17,047 and $35,334, respectively. Net unrealized depreciation for tax purposes is $18,287. |
The notes to the financial statements are an integral part of this report.
4
At December 31, 2008
(all amounts in thousands)
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 216,901 | | $ | 4,453 | | $ | — | | $ | 221,354 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $239,592) (including securities loaned of $26,281) | | | | |
Receivables: | | | |
Investment securities sold | | 202 | |
Shares sold | | 7 | |
Income from loaned securities | | 39 | |
Dividends | | 635 | |
| | 222,237 | |
Liabilities: | | | |
Investment securities purchased | | 842 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 5,481 | |
Management and advisory fees | | 140 | |
Distribution and service fees | | 4 | |
Administration fees | | 4 | |
Payable for collateral for securities on loan | | 27,110 | |
Other | | 48 | |
| | 33,629 | |
Net Assets | | $ | 188,608 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 163 | |
Additional paid-in capital | | 256,123 | |
Undistributed net investment income | | 6,524 | |
Accumulated net realized loss from investment securities | | (55,964 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (18,238 | ) |
Net Assets | | $ | 188,608 | |
Net Assets by Class: | | | |
Initial Class | | $ | 175,980 | |
Service Class | | 12,628 | |
Shares Outstanding: | | | |
Initial Class | | 15,177 | |
Service Class | | 1,099 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 11.60 | |
Service Class | | 11.49 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends | | $ | 8,718 | |
Interest | | 285 | |
Income from loaned securities-net | | 828 | |
| | 9,831 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 3,305 | |
Printing and shareholder reports | | 49 | |
Custody fees | | 45 | |
Administration fees | | 83 | |
Legal fees | | 17 | |
Audit fees | | 18 | |
Trustees fees | | 12 | |
Transfer agent fees | | 8 | |
Distribution and service fees: | | | |
Service Class | | 67 | |
Other | | 9 | |
Total expenses | | 3,613 | |
| | | |
Net Investment Income | | 6,218 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (56,071 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (162,431 | ) |
Net Realized and Unrealized Loss | | (218,502 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (212,284 | ) |
The notes to the financial statements are an integral part of this report.
6
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 6,218 | | $ | 7,285 | |
Net realized gain (loss) from investment securities | | (56,071 | ) | 47,931 | |
Change in net unrealized appreciation (depreciation) on investment securities | | (162,431 | ) | 45,202 | |
Net increase (decrease) in net assets resulting from operations | | (212,284 | ) | 100,418 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (6,329 | ) | (4,088 | ) |
Service Class | | (436 | ) | (203 | ) |
| | (6,765 | ) | (4,291 | ) |
From net realized gains: | | | | | |
Initial Class | | (44,489 | ) | (37,856 | ) |
Service Class | | (3,491 | ) | (2,181 | ) |
| | (47,980 | ) | (40,037 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 92,748 | | 73,257 | |
Service Class | | 18,042 | | 18,004 | |
| | 110,790 | | 91,261 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 50,818 | | 41,944 | |
Service Class | | 3,927 | | 2,385 | |
| | 54,745 | | 44,329 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (183,515 | ) | (115,226 | ) |
Service Class | | (21,404 | ) | (7,134 | ) |
| | (204,919 | ) | (122,360 | ) |
Net increase (decrease) in net assets from capital shares transactions | | (39,384 | ) | 13,230 | |
Net increase (decrease) in net assets | | (306,413 | ) | 69,320 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 495,021 | | 425,701 | |
End of year | | $ | 188,608 | | $ | 495,021 | |
Undistributed Net Investment Income | | $ | 6,524 | | $ | 7,071 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 4,581 | | 3,323 | |
Service Class | | 881 | | 829 | |
| | 5,462 | | 4,152 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 2,734 | | 2,035 | |
Service Class | | 213 | | 116 | |
| | 2,947 | | 2,151 | |
Shares redeemed: | | | | | |
Initial Class | | (13,130 | ) | (5,297 | ) |
Service Class | | (1,418 | ) | (334 | ) |
| | (14,548 | ) | (5,631 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | (5,815 | ) | 61 | |
Service Class | | (324 | ) | 611 | |
| | (6,139 | ) | 672 | |
The notes to the financial statements are an integral part of this report.
7
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 22.10 | | $ | 19.58 | | $ | 18.33 | | $ | 16.94 | | $ | 14.56 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.28 | | 0.34 | | 0.19 | | 0.16 | | 0.07 | |
Net realized and unrealized gain (loss) | | (8.43 | ) | 4.35 | | 2.94 | | 2.11 | | 2.31 | |
Total operations | | (8.15 | ) | 4.69 | | 3.13 | | 2.27 | | 2.38 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.29 | ) | (0.21 | ) | (0.18 | ) | (0.08 | ) | — | |
From net realized gains | | (2.06 | ) | (1.96 | ) | (1.70 | ) | (0.80 | ) | — | |
Total distributions | | (2.35 | ) | (2.17 | ) | (1.88 | ) | (0.88 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 11.60 | | $ | 22.10 | | $ | 19.58 | | $ | 18.33 | | $ | 16.94 | |
Total Return(b) | | (40.86 | )% | 24.74 | % | 18.05 | % | 13.56 | % | 16.35 | % |
Net Assets End of Year (000’s) | | $ | 175,980 | | $ | 463,795 | | $ | 409,879 | | $ | 407,351 | | $ | 421,079 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.86 | % | 0.85 | % | 0.86 | % | 0.86 | % | 0.84 | % |
Net investment income, to average net assets | | 1.52 | % | 1.57 | % | 0.98 | % | 0.92 | % | 0.48 | % |
Portfolio turnover rate | | 60 | % | 18 | % | 24 | % | 33 | % | 139 | % |
For a share outstanding throughout each period
| | Service Class | | | |
| | Year Ended December 31, | | May 3 to Dec | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 31, 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 21.94 | | $ | 19.48 | | $ | 18.26 | | $ | 16.92 | | $ | 14.71 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.23 | | 0.27 | | 0.14 | | 0.15 | | 0.10 | |
Net realized and unrealized gain (loss) | | (8.36 | ) | 4.33 | | 2.94 | | 2.06 | | 2.11 | |
Total operations | | (8.13 | ) | 4.60 | | 3.08 | | 2.21 | | 2.21 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.26 | ) | (0.18 | ) | (0.16 | ) | (0.07 | ) | — | |
From net realized gains | | (2.06 | ) | (1.96 | ) | (1.70 | ) | (0.80 | ) | — | |
Total distributions | | (2.32 | ) | (2.14 | ) | (1.86 | ) | (0.87 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 11.49 | | $ | 21.94 | | $ | 19.48 | | $ | 18.26 | | $ | 16.92 | |
Total Return(b) | | (41.05 | )% | 24.39 | % | 17.82 | % | 13.26 | % | 15.02 | %(c) |
Net Assets End of Year (000’s) | | $ | 12,628 | | $ | 31,226 | | $ | 15,822 | | $ | 10,717 | | $ | 1,443 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.11 | % | 1.10 | % | 1.11 | % | 1.11 | % | 1.11 | % |
Net investment income, to average net assets | | 1.29 | % | 1.27 | % | 0.73 | % | 0.82 | % | 0.94 | %(d) |
Portfolio turnover rate | | 60 | % | 18 | % | 24 | % | 33 | % | 139 | %(c) |
(a) Calculation is based on average number of shares outstanding.
(b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
(c) Not annualized.
(d) Annualized.
The notes to the financial statements are an integral part of this report.
8
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Transamerica Small/Mid Cap Value also changed its name to Transamerica Small/Mid Cap Value VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedules of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
There were no recaptured commissions during the year ended December 31, 2008.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Real Estate Investment Trusts (“REITs”): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates.
Dividend income is recorded at management’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year end and may differ from the estimated amounts.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Transamerica Investment Management, LLC (“TIM”) is both an affiliate of the Fund and is a sub-adviser of the Fund.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $500 million | 0.80 | % |
Over $500 million | 0.75 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | 0.15 | % |
Service Class | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $8 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 232,204 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 288,577 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
$ | 21,050 | | December 31, 2016 | |
| | | | |
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. (continued)
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 5,056 | |
Long-term Capital Gain | | 39,272 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 8,182 | |
Long-term Capital Gain | | 46,563 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 6,523 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (21,050 | ) |
Post October Capital Loss Deferral | | $ | (34,865 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (18,286 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Small/Mid Cap Value VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Small/Mid Cap Value VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $46,563 for the year ended December 31, 2008.
14
Transamerica T. Rowe Price Equity Income VP
(unaudited)
MARKET ENVIRONMENT
U.S. stocks had sharply negative returns for the year as the sub-prime credit crisis took a remarkable toll on the economy, markets, and U.S. financial institutions. As measured by various S&P indexes, large-cap stocks performed worst, while value held up better than growth stocks for the year. No sector in the market provided positive returns.
PERFORMANCE
For the year ended December 31, 2008, Transamerica T. Rowe Price Equity Income VP Initial Class returned (35.97)%. By comparison its primary and secondary benchmarks, Standard and Poor’s 500 Composite Stock Index and the Russell 1000® Value Index, returned (37.00)% and (36.85)%, respectively.
STRATEGY REVIEW
Looking at positive contributors to performance relative to the benchmark, stock picks among energy shares helped most. The key contributor for the year was refiner Sunoco, Inc., which benefited from declining oil prices and strength in a number of its business units. The portfolio’s stake in big, integrated oil company Chevron Corp. (“Chevron”) also helped. These shares held up better than those of smaller energy firms more highly levered to changes in energy prices. In addition, Chevron is well capitalized and should benefit in coming years from production growth in the Gulf of Mexico.
Utilities were contributors to relative performance thanks to stock picks and an overweight position in this defensive-oriented sector. In particular, highly regulated utilities with more predictable business models and revenues—such as Progress Energy, Inc, and PG&E Corp.—held up better than power generation firms.
Among health care shares, stock selection drove relative outperformance. Biopharmaceutical giant Amgen, Inc. was a key contributor, aided by better margins, profits, and growth outlook. Health insurer WellPoint, Inc. held up better than the index thanks to its relatively cheap valuation, limited downside risk, and demonstrated pricing power.
At the other end of the spectrum, stock selection made consumer discretionary shares the leading detractors from relative performance. Some of the key detractors were in the media space, as the economic slowdown meant declining profits, write-downs, and layoffs at newspaper and broadcasting company Gannett Co.,Inc. In addition, casino operator MGM Mirage saw fewer patrons and poorer revenues in tough economic times, while tight credit markets meant increased borrowing costs, limiting its ability to fund planned capital expenditures. Similarly, Newell Rubbermaid, Inc. suffered from weak consumer spending and rising input costs.
Finally, an overweight position in financials—the poorest-performing segment in the index—detracted from performance relative to the benchmark. Some of the leading detractors were shares of Merrill Lynch and Fannie Mae, which were sold off and taken over by the government, respectively. Allied Irish Banks PLC also underperformed in the face of liquidity, credit, and capital issues.
Brian C. Rogers, CFA, CIC
Portfolio Manager
T. Rowe Price Associates, Inc.
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (35.97 | )% | (1.22 | )% | 2.03 | % | 7.27 | % | 01/03/1995 | |
S&P 500* | | (37.00 | )% | (2.19 | )% | (1.38 | )% | 6.84 | % | 01/03/1995 | |
Russell 1000 Value * | | (36.85 | )% | (0.79 | )% | 1.36 | % | 8.20 | % | 01/03/1995 | |
Service Class | | (36.19 | )% | (1.48 | )% | N/A | | 2.33 | % | 05/01/2003 | |
NOTES
* The Standard and Poor’s 500 Composite Stock (S&P 500) Index and the Russell 1000® Value Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot directly invest in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 741.32 | | 0.81 | % | $ | 3.55 | |
Hypothetical (b) | | 1,000.00 | | 1,021.06 | | 0.81 | | 4.12 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 740.10 | | 1.06 | | 4.64 | |
Hypothetical (b) | | 1,000.00 | | 1,019.81 | | 1.06 | | 5.38 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
CONVERTIBLE PREFERRED STOCK (0.0%) | | | | | |
U.S. Government Agency Obligation (0.0%) | | | | | |
Fannie Mae, 8.75% p | | 59,000 | | $ | 62 | |
Total Convertible Preferred Stock (cost $2,604) | | | | 62 | |
| | | | | |
COMMON STOCKS (97.2%) | | | | | |
Aerospace & Defense (1.6%) | | | | | |
Boeing Co. | | 57,700 | | 2,462 | |
Honeywell International, Inc. | | 64,500 | | 2,118 | |
Air Freight & Logistics (1.0%) | | | | | |
United Parcel Service, Inc. -Class B ^ | | 49,900 | | 2,752 | |
Automobiles (0.4%) | | | | | |
Harley-Davidson, Inc. ^ | | 61,500 | | 1,044 | |
Beverages (0.5%) | | | | | |
InBev NV | | 58,400 | | 1,356 | |
Biotechnology (1.0%) | | | | | |
Amgen, Inc. ‡ | | 50,700 | | 2,928 | |
Building Products (0.8%) | | | | | |
Masco Corp. ^ | | 164,400 | | 1,830 | |
USG Corp. ‡ ^ | | 60,200 | | 484 | |
Capital Markets (3.9%) | | | | | |
Bank of New York Mellon Corp. | | 128,680 | | 3,646 | |
Goldman Sachs Group, Inc. ^ | | 25,600 | | 2,160 | |
Janus Capital Group, Inc. ^ | | 48,700 | | 391 | |
Legg Mason, Inc. ^ | | 20,400 | | 447 | |
Merrill Lynch & Co., Inc. ^ | | 129,806 | | 1,511 | |
Merrill Lynch & Co., Inc. ‡ Ә § ∞ | | 80,186 | | 887 | |
Och-Ziff Capital Management Group LLC -Class A ^ | | 61,800 | | 318 | |
UBS AG | | 108,000 | | 1,571 | |
Chemicals (1.5%) | | | | | |
E.I. duPont de Nemours & Co. | | 91,200 | | 2,308 | |
International Flavors & Fragrances, Inc. ^ | | 66,500 | | 1,976 | |
Commercial Banks (5.9%) | | | | | |
Allied Irish Banks PLC | | 173,100 | | 422 | |
Fifth Third Bancorp ^ | | 141,900 | | 1,172 | |
KeyCorp ^ | | 141,800 | | 1,208 | |
Marshall & Ilsley Corp. ^ | | 54,800 | | 747 | |
SunTrust Banks, Inc. ^ | | 104,500 | | 3,087 | |
US Bancorp ^ | | 171,700 | | 4,294 | |
Wells Fargo & Co. ^ | | 189,740 | | 5,594 | |
Commercial Services & Supplies (0.8%) | | | | | |
Avery Dennison Corp. ^ | | 70,700 | | 2,314 | |
Communications Equipment (0.4%) | | | | | |
Alcatel-Lucent ADR ‡ ^ | | 101,400 | | 218 | |
Cisco Systems, Inc. ‡ | | 56,400 | | 919 | |
Nortel Networks Corp. ‡ | | 126 | | ¨ | |
Computers & Peripherals (0.6%) | | | | | |
Dell, Inc. ‡ ^ | | 162,300 | | 1,662 | |
Construction Materials (1.2%) | | | | | |
Vulcan Materials Co. ^ | | 48,300 | | 3,361 | |
Consumer Finance (2.3%) | | | | | |
American Express Co. ^ | | 123,100 | | 2,284 | |
Capital One Financial Corp. ^ | | 73,400 | | 2,341 | |
SLM Corp. ‡ ^ | | 201,400 | | 1,792 | |
Distributors (0.6%) | | | | | |
Genuine Parts Co. | | 45,650 | | 1,728 | |
Diversified Consumer Services (0.7%) | | | | | |
H&R Block, Inc. | | 81,100 | | 1,843 | |
Diversified Financial Services (4.3%) | | | | | |
Bank of America Corp. | | 143,591 | | 2,022 | |
Citigroup, Inc. | | 117,859 | | 791 | |
JPMorgan Chase & Co. ^ | | 290,422 | | 9,157 | |
Diversified Telecommunication Services (4.5%) | | | | | |
AT&T, Inc. | | 248,640 | | 7,086 | |
Qwest Communications International, Inc. ^ | | 493,900 | | 1,798 | |
Verizon Communications, Inc. | | 109,042 | | 3,697 | |
Electric Utilities (3.3%) | | | | | |
Duke Energy Corp. | | 151,600 | | 2,276 | |
Entergy Corp. | | 24,400 | | 2,028 | |
FirstEnergy Corp. | | 25,450 | | 1,236 | |
Pinnacle West Capital Corp. | | 51,800 | | 1,664 | |
Progress Energy, Inc. ^ | | 59,800 | | 2,383 | |
Electrical Equipment (0.5%) | | | | | |
Cooper Industries, Ltd. -Class A | | 45,414 | | 1,327 | |
Electronic Equipment & Instruments (0.3%) | | | | | |
Tyco Electronics, Ltd. | | 52,600 | | 853 | |
Energy Equipment & Services (0.8%) | | | | | |
BJ Services Co. | | 51,300 | | 599 | |
Schlumberger, Ltd. ^ | | 35,600 | | 1,507 | |
Food & Staples Retailing (0.1%) | | | | | |
Whole Foods Market, Inc. | | 30,800 | | 291 | |
Food Products (3.0%) | | | | | |
Hershey Co. ^ | | 143,900 | | 4,999 | |
Kraft Foods, Inc. -Class A ^ | | 92,300 | | 2,478 | |
McCormick & Co., Inc. | | 39,300 | | 1,252 | |
Health Care Providers & Services (0.5%) | | | | | |
WellPoint, Inc. ‡ | | 35,600 | | 1,500 | |
Hotels, Restaurants & Leisure (0.8%) | | | | | |
Marriott International, Inc. -Class A ^ | | 61,000 | | 1,187 | |
MGM Mirage, Inc. ‡ ^ | | 82,000 | | 1,128 | |
Household Durables (3.3%) | | | | | |
Black & Decker Corp. ^ | | 23,800 | | 995 | |
Dr Horton, Inc. ^ | | 61,100 | | 432 | |
Fortune Brands, Inc. ^ | | 89,700 | | 3,704 | |
Harman International Industries, Inc. | | 37,900 | | 634 | |
Newell Rubbermaid, Inc. | | 145,000 | | 1,418 | |
Whirlpool Corp. ^ | | 48,500 | | 2,005 | |
Household Products (0.9%) | | | | | |
Colgate-Palmolive Co. | | 5,100 | | 350 | |
Kimberly-Clark Corp. | | 40,700 | | 2,146 | |
Independent Power Producers & Energy Traders (0.2%) | | | | | |
NRG Energy, Inc. ‡ | | 20,400 | | 476 | |
Industrial Conglomerates (4.6%) | | | | | |
3M Co. ^ | | 75,600 | | 4,350 | |
General Electric Co. | | 522,750 | | 8,468 | |
Insurance (3.8%) | | | | | |
Chubb Corp. | | 29,300 | | 1,494 | |
Hartford Financial Services Group, Inc. ^ | | 10,600 | | 174 | |
Lincoln National Corp. ^ | | 89,366 | | 1,684 | |
Marsh & McLennan Cos., Inc. | | 173,900 | | 4,220 | |
Progressive Corp. ^ | | 90,800 | | 1,345 | |
Travelers Cos., Inc. | | 40,510 | | 1,831 | |
Internet Software & Services (1.1%) | | | | | |
eBay, Inc. ‡ | | 85,600 | | 1,195 | |
Yahoo, Inc. ‡ ^ | | 144,500 | | 1,763 | |
IT Services (0.7%) | | | | | |
Computer Sciences Corp. ‡ ^ | | 58,700 | | 2,063 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
4
| | Shares | | Value | |
Leisure Equipment & Products (0.7%) | | | | | |
Mattel, Inc. | | 127,000 | | $ | 2,032 | |
Machinery (2.3%) | | | | | |
Deere & Co. | | 56,200 | | 2,154 | |
Eaton Corp. ^ | | 17,100 | | 850 | |
Illinois Tool Works, Inc. ^ | | 97,600 | | 3,421 | |
Media (4.4%) | | | | | |
Cablevision Systems Corp. -Class A | | 86,000 | | 1,448 | |
CBS Corp. -Class B ^ | | 61,500 | | 504 | |
Gannett Co., Inc. ^ | | 40,700 | | 326 | |
McGraw-Hill Cos., Inc. | | 115,500 | | 2,678 | |
New York Times Co. -Class A ^ | | 143,700 | | 1,053 | |
Time Warner, Inc. | | 312,100 | | 3,139 | |
Walt Disney Co. | | 125,600 | | 2,850 | |
WPP PLC | | 67,500 | | 395 | |
Metals & Mining (1.6%) | | | | | |
Alcoa, Inc. ^ | | 102,500 | | 1,154 | |
Nucor Corp. ^ | | 71,800 | | 3,317 | |
Multiline Retail (0.2%) | | | | | |
Macy’s, Inc. ^ | | 66,600 | | 689 | |
Multi-Utilities (2.7%) | | | | | |
NiSource, Inc. | | 225,600 | | 2,476 | |
PG&E Corp. ^ | | 52,600 | | 2,036 | |
TECO Energy, Inc. ^ | | 48,700 | | 601 | |
Xcel Energy, Inc. ^ | | 127,500 | | 2,365 | |
Oil, Gas & Consumable Fuels (13.9%) | | | | | |
Anadarko Petroleum Corp. ^ | | 63,700 | | 2,456 | |
BP PLC ADR ^ | | 73,074 | | 3,415 | |
Chevron Corp. | | 125,450 | | 9,280 | |
Consol Energy, Inc. | | 26,800 | | 766 | |
Exxon Mobil Corp. | | 123,238 | | 9,837 | |
Murphy Oil Corp. | | 70,800 | | 3,140 | |
Royal Dutch Shell PLC -Class A | | 116,200 | | 6,152 | |
Spectra Energy Corp. ^ | | 71,100 | | 1,119 | |
Sunoco, Inc. ^ | | 69,100 | | 3,003 | |
Paper & Forest Products (1.5%) | | | | | |
International Paper Co. ^ | | 201,593 | | 2,379 | |
MeadWestvaco Corp. | | 89,100 | | 997 | |
Weyerhaeuser Co. | | 23,000 | | 704 | |
Personal Products (0.1%) | | | | | |
Estee Lauder Cos., Inc. -Class A ^ | | 5,100 | | 158 | |
Pharmaceuticals (7.4%) | | | | | |
Bristol-Myers Squibb Co. | | 121,900 | | 2,834 | |
Eli Lilly & Co. | | 82,000 | | 3,302 | |
Johnson & Johnson | | 52,100 | | 3,117 | |
Merck & Co., Inc. ^ | | 124,300 | | 3,779 | |
Pfizer, Inc. | | 224,800 | | 3,981 | |
Wyeth | | 95,300 | | 3,575 | |
Semiconductors & Semiconductor Equipment (1.5%) | | | | | |
Analog Devices, Inc. | | 100,600 | | 1,912 | |
Applied Materials, Inc. | | 81,400 | | 825 | |
Intel Corp. ^ | | 104,900 | | 1,538 | |
Software (1.3%) | | | | | |
Microsoft Corp. | | 187,500 | | 3,645 | |
Specialty Retail (3.2%) | | | | | |
Bed Bath & Beyond, Inc. ‡ ^ | | 124,800 | | 3,172 | |
Home Depot, Inc. ^ | | 203,800 | | 4,692 | |
Tiffany & Co. ^ | | 50,400 | | 1,191 | |
Wireless Telecommunication Services (0.5%) | | | | | |
Sprint Nextel Corp. ‡ ^ | | 250,200 | | | 458 | |
Vodafone Group PLC | | 489,400 | | 1,002 | |
Total Common Stocks (cost $368,195) | | | | 273,098 | |
| | | | | |
INVESTMENT COMPANY (1.6%) | | | | | |
Capital Markets (1.6%) | | | | | |
T. Rowe Price Prime Reserve Fund | | 4,596,188 | | 4,596 | |
Total Investment Company (cost $4,596) | | | | 4,596 | |
| | | | | |
| | Principal | | | |
CONVERTIBLE BOND (0.2%) | | | | | |
Ford Motor Co. | | | | | |
4.25%, due 12/15/2036 | | $ | 2,144 | | 552 | |
Total Convertible Bond (cost $1,246) | | | | 552 | |
| | | | | |
REPURCHASE AGREEMENT (0.7%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $2,060 on 01/02/2009 à · | | 2,060 | | 2,060 | |
Total Repurchase Agreement (cost $2,060) | | | | 2,060 | |
| | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (10.6%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 29,718,170 | | 29,718 | |
| | | | | |
Total Securities Lending Collateral (cost $29,718) | | | | 29,718 | |
| | | | | |
Total Investment Securities (cost $408,419) # | | | | $ | 310,086 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
5
At December 31, 2008
(all amounts in thousands)
NOTES TO SCHEDULE OF INVESTMENTS:
p | Interest rate shown reflects the yield at 12/31/2008. |
^ | All or a portion of this security is on loan. The value of all securities on loan is $28,943. |
‡ | Non-income producing security. |
§ | Illiquid. These securities aggregated $887, or 0.32% of the Fund’s net assets. |
Ә | Securities fair valued as determined in good faith in accordance with procedures established by the Board of Trustees. |
¨ | Value is less than $1. |
· | Repurchase agreement is collateralized by U.S. Government Agency Obligations with interest rates ranging from 1.60% to 1.70%, a maturity date of 06/15/2034, and with a market values plus accrued interests of $2,103. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | Aggregate cost for federal income tax purposes is $411,333. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $18,732 and $119,979, respectively. Net unrealized depreciation for tax purposes is $101,247. |
∞ | Restricted security. At 12/31/2008, the Fund owned the following security (representing 0.32% of Net Assets) which was restricted as to public resale. |
Description | | Date of Acquisition | | Shares | | Cost | | Value | |
Merrill Lynch & Co., Inc. | | 08/29/2008 | | 80 | | $ | 2,220 | | $ | 887 | |
| | | | | | | | | | | |
DEFINITIONS:
ADR | American Depositary Receipt |
LLC | Limited Liability Company |
PLC | Public Limited Company |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 297,245 | | $ | 11,954 | | $ | 887 | | $ | 310,086 | |
| | | | | | | | | | | |
The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Fund during the year ending December 31, 2008:
Beginning Balance at 12/31/2007 | | Net Purchases/ (Sales) | | Accrued Discounts/ (Premiums) | | Total Realized Gain/ (Loss) | | Total Unrealized Appreciation/ (depreciation) | | Net Transfers In/(Out) of Level 3 | | Ending Balance at 12/31/2008 | |
$ | — | | $ | 2,220 | | $ | — | | $ | — | | $ | (1,333 | ) | $ | — | | $ | 887 | |
| | | | | | | | | | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
6
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $408,419) (including securities loaned of $28,943) | | $ | 310,086 | |
Receivables: | | | |
Shares sold | | 9 | |
Interest | | 4 | |
Income from loaned securities | | 47 | |
Dividends | | 707 | |
Dividend reclaims | | 27 | |
| | 310,880 | |
Liabilities: | | | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 119 | |
Management and advisory fees | | 186 | |
Distribution and service fees | | 3 | |
Administration fees | | 5 | |
Payable for collateral for securities on loan | | 29,718 | |
Other | | 58 | |
| | 30,089 | |
Net Assets | | $ | 280,791 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 337 | |
Additional paid-in capital | | 374,142 | |
Undistributed net investment income | | 10,691 | |
Accumulated net realized loss from investment securities and foreign currency transactions | | (6,045 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (98,333 | ) |
Translation of assets and liabilities denominated in foreign currencies | | (1 | ) |
Net Assets | | $ | 280,791 | |
Net Assets by Class: | | | |
Initial Class | | $ | 267,148 | |
Service Class | | 13,643 | |
Shares Outstanding: | | | |
Initial Class | | 32,086 | |
Service Class | | 1,628 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 8.33 | |
Service Class | | 8.38 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $53) | | $ | 13,240 | |
Interest | | 343 | |
Income from loaned securities-net | | 611 | |
| | 14,194 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 3,149 | |
Printing and shareholder reports | | 40 | |
Custody fees | | 59 | |
Administration fees | | 85 | |
Legal fees | | 18 | |
Audit fees | | 18 | |
Trustees fees | | 12 | |
Transfer agent fees | | 7 | |
Distribution and service fees: | | | |
Service Class | | 58 | |
Other | | 9 | |
Total expenses | | 3,455 | |
| | | |
Net Investment Income | | 10,739 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (5,001 | ) |
Foreign currency transactions | | (43 | ) |
| | (5,044 | ) |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (183,529 | ) |
Translation of assets and liabilities denominated in foreign currencies | | (1 | ) |
| | (183,530 | ) |
Net Realized and Unrealized Loss | | (188,574 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (177,835 | ) |
The notes to the financial statements are an integral part of this report.
7
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 10,739 | | $ | 10,688 | |
Net realized gain (loss) from investment securities and foreign currency transactions | | (5,044 | ) | 124,389 | |
Change in net unrealized depreciation on investment securities and foreign currency translation | | (183,530 | ) | (113,040 | ) |
Net increase (decrease) in net assets resulting from operations | | (177,835 | ) | 22,037 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (10,147 | ) | (12,378 | ) |
Service Class | | (515 | ) | (620 | ) |
| | (10,662 | ) | (12,998 | ) |
From net realized gains: | | | | | |
Initial Class | | (117,660 | ) | (52,163 | ) |
Service Class | | (6,877 | ) | (2,860 | ) |
| | (124,537 | ) | (55,023 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 11,543 | | 33,416 | |
Service Class | | 4,078 | | 11,730 | |
| | 15,621 | | 45,146 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 127,807 | | 64,541 | |
Service Class | | 7,392 | | 3,479 | |
| | 135,199 | | 68,020 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (107,698 | ) | (364,579 | ) |
Service Class | | (12,310 | ) | (9,750 | ) |
| | (120,008 | ) | (374,329 | ) |
Net increase (decrease) in net assets from capital shares transactions | | 30,812 | | (261,163 | ) |
Net decrease in net assets | | (282,222 | ) | (307,147 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 563,013 | | 870,160 | |
End of year | | $ | 280,791 | | $ | 563,013 | |
Undistributed Net Investment Income | | $ | 10,691 | | $ | 10,656 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 883 | | 1,571 | |
Service Class | | 279 | | 556 | |
| | 1,162 | | 2,127 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 11,201 | | 3,374 | |
Service Class | | 643 | | 181 | |
| | 11,844 | | 3,555 | |
Shares redeemed: | | | | | |
Initial Class | | (7,843 | ) | (17,519 | ) |
Service Class | | (945 | ) | (468 | ) |
| | (8,788 | ) | (17,987 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | 4,241 | | (12,574 | ) |
Service Class | | (23 | ) | 269 | |
| | 4,218 | | (12,305 | ) |
The notes to the financial statements are an integral part of this report.
8
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 19.08 | | $ | 20.81 | | $ | 20.12 | | $ | 21.32 | | $ | 18.96 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.36 | | 0.36 | | 0.33 | | 0.33 | | 0.31 | |
Net realized and unrealized gain (loss) | | (5.79 | ) | 0.34 | | 3.18 | | 0.50 | | 2.45 | |
Total operations | | (5.43 | ) | 0.70 | | 3.51 | | 0.83 | | 2.76 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.42 | ) | (0.47 | ) | (0.41 | ) | (0.39 | ) | (0.26 | ) |
From net realized gains | | (4.90 | ) | (1.96 | ) | (2.41 | ) | (1.64 | ) | (0.14 | ) |
Total distributions | | (5.32 | ) | (2.43 | ) | (2.82 | ) | (2.03 | ) | (0.40 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.33 | | $ | 19.08 | | $ | 20.81 | | $ | 20.12 | | $ | 21.32 | |
Total Return(b) | | (35.97 | )% | 3.32 | % | 18.96 | % | 4.11 | % | 14.81 | % |
Net Assets End of Year (000’s) | | $ | 267,148 | | $ | 531,387 | | $ | 841,295 | | $ | 802,067 | | $ | 919,982 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.80 | % | 0.80 | % | 0.80 | % | 0.79 | % | 0.78 | % |
Net investment income, to average net assets | | 2.55 | % | 1.70 | % | 1.61 | % | 1.60 | % | 1.57 | % |
Portfolio turnover rate | | 27 | % | 22 | % | 14 | % | 22 | % | 22 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 19.15 | | $ | 20.89 | | $ | 20.19 | | $ | 21.42 | | $ | 19.05 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.33 | | 0.30 | | 0.28 | | 0.28 | | 0.29 | |
Net realized and unrealized gain (loss) | | (5.83 | ) | 0.35 | | 3.20 | | 0.50 | | 2.43 | |
Total operations | | (5.50 | ) | 0.65 | | 3.48 | | 0.78 | | 2.72 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.37 | ) | (0.43 | ) | (0.37 | ) | (0.37 | ) | 0.21 | |
From net realized gains | | (4.90 | ) | (1.96 | ) | (2.41 | ) | (1.64 | ) | (0.14 | ) |
Total distributions | | (5.27 | ) | (2.39 | ) | (2.78 | ) | (2.01 | ) | (0.35 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.38 | | $ | 19.15 | | $ | 20.89 | | $ | 20.19 | | $ | 21.42 | |
Total Return(b) | | (36.19 | )% | 3.06 | % | 18.71 | % | 3.81 | % | 14.56 | % |
Net Assets End of Year (000’s) | | $ | 13,643 | | $ | 31,626 | | $ | 28,865 | | $ | 21,561 | | $ | 11,765 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.05 | % | 1.05 | % | 1.05 | % | 1.04 | % | 1.04 | % |
Net investment income, to average net assets | | 2.28 | % | 1.45 | % | 1.35 | % | 1.37 | % | 1.45 | % |
Portfolio turnover rate | | 27 | % | 22 | % | 14 | % | 22 | % | 22 | % |
(a) Calculation is based on average number of shares outstanding.
(b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
The notes to the financial statements are an integral part of this report.
9
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, T. Rowe Price Equity Income also changed its name to Transamerica T. Rowe Price Equity Income VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $8 are included in net realized loss in the Statement of Operations.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
Foreign currency denominated assets may involve risks not typically associated with domestic transactions. These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
Transamerica Asset Allocation-Conservative VP | | $ | 45 | | 0.02 | % |
| | | | | |
Transamerica Asset Allocation-Growth VP | | 38 | | 0.01 | |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 565 | | 0.20 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 498 | | 0.18 | |
| | | | | |
Total | | $ | 1,146 | | 0.41 | % |
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $250 million | | 0.75 | % |
Over $250 million up to $500 million | | 0.74 | % |
Over $500 million | | 0.75 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
The sub-adviser, T. Rowe Price, has agreed to a pricing discount based on aggregate assets that it manages in TST. There was no discount received by the Fund for the year ended December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $12 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, and was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
12
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 111,261 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 185,824 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | (42 | ) |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | 42 | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 15,695 | |
Long-term Capital Gain | | 52,326 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 14,886 | |
Long-term Capital Gain | | 120,313 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
| Undistributed Ordinary Income | | $ | 10,600 | |
| Undistributed Long-term Capital Gain | | $ | 2,159 | |
| Capital Loss Carryforward | | $ | — | |
| Post October Capital Loss Deferral | | $ | (5,196 | ) |
| Post October Currency Loss Deferral | | $ | (4 | ) |
| Net Unrealized Appreciation (Depreciation) | | $ | (101,247 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
13
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica T. Rowe Price Equity Income VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica T. Rowe Price Equity Income VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
14
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $120,313 for the year ended December 31, 2008.
15
Transamerica T. Rowe Price Growth Stock VP
(unaudited)
MARKET ENVIRONMENT
U.S. stocks plunged deep into bear market territory in 2008, as the economy went into its first recession since 2001. The year was marked by extreme volatility, heightened risk aversion, and intense pressures on financial companies, stemming from severe mortgage losses and a credit crunch. The S&P 500 posted decidedly negative returns for the 12 months, with all sectors in negative double-digits. Consumer staples and health care were comparatively better performing sectors, as demand in these sectors is generally less affected by an economic downturn. Financials, materials, and information technology were the benchmark’s three biggest losers, each down more than 43% for the year.
PERFORMANCE
For the year ended December 31, 2008, Transamerica T. Rowe Price Growth Stock VP Initial Class returned (42.38)%. By comparison its primary and secondary benchmarks, the Standard and Poor’s 500 Composite Stock Index and the Russell 1000® Growth Index, returned (37.00)% and (38.44)%, respectively.
STRATEGY REVIEW
Favorable substantial underweighting of financials led to portfolio outperformance in the declining economy. Performance also benefited from avoiding several major companies that suffered huge losses due to the credit crunch. We remain cautious and decidedly underweight in this sector.
Stock selection in consumer discretionary was the leading cause of portfolio underperformance. The hotels, restaurants, and leisure industry weighed heavily on results. Gaming holdings such as Las Vegas Sands Corp. and International Game Technology notably disappointed. In past downturns, gaming stocks have typically held up better than other groups in this sector, but this time the restricted access to capital undercut company development efforts. With consumer belt-tightening, online travel agent Expedia, Inc. saw a significant drop in business.
Energy was a major source of weakness on stock selection. The portfolio’s oil services holdings were hard hit, as exploration activity became less attractive in the face of dropping energy prices. Schlumberger, Ltd. declined on leveraging exploration spending, and on economic problems in Russia, where it has significant exposure. Smith International, Inc. saw sharply decreasing revenues and margins from its major exposure in North America, but the company is poised for a rebound in exploration, particularly in deepwater drilling.
Underweighting Exxon Mobil Corp. hurt as the company has outperformed many energy firms. In a period of falling oil prices, the large integrated energy companies outperform because they are less leveraged to the price of oil. The portfolio is still underweight in this sector.
Underweighting and stock selection combined for detrimental relative results in consumer staples, which was the best performer in the index. But the portfolio remains underweight to the benchmark, as we feel the recent investor inflows to these stocks have inflated valuations, and we do not see good long-term growth opportunities here.
P. Robert Bartolo, CPA, CFA
Portfolio Manager
T. Rowe Price Associates, Inc.
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (42.38 | )% | (3.48 | )% | (0.78 | )% | 6.87 | % | 01/03/1995 | |
S&P 500* | | (37.00 | )% | (2.19 | )% | (1.38 | )% | 6.84 | % | 01/03/1995 | |
Russell 1000 Growth * | | (38.44 | )%* | (3.42 | )% | (4.27 | )% | 4.98 | % | 01/03/1995 | |
Service Class | | (42.50 | )% | (3.72 | )% | N/A | | 0.24 | % | 05/01/2003 | |
NOTES
* The Standard and Poor’s 500 Composite Stock (S&P 500) Index and the Russell 1000 Growth Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot directly invest in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 640.42 | | 0.87 | % | $ | 3.59 | |
Hypothetical (b) | | 1,000.00 | | 1,020.76 | | 0.87 | | 4.42 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 639.85 | | 1.12 | | 4.62 | |
Hypothetical (b) | | 1,000.00 | | 1,019.51 | | 1.12 | | 5.69 | |
| | | | | | | | | | | | |
(a) | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days). |
| |
(b) | 5% return per year before expenses. |
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (96.5%) | | | | | |
Aerospace & Defense (0.2%) | | | | | |
General Dynamics Corp. | | 10,500 | | $ | 605 | |
Air Freight & Logistics (1.7%) | | | | | |
Expeditors International of Washington, Inc. | | 83,900 | | 2,791 | |
United Parcel Service, Inc. -Class B | | 36,400 | | 2,008 | |
Beverages (2.8%) | | | | | |
Coca-Cola Co. | | 52,400 | | 2,372 | |
PepsiCo, Inc. | | 98,600 | | 5,400 | |
Biotechnology (6.9%) | | | | | |
Amgen, Inc. ‡ | | 29,900 | | 1,727 | |
Celgene Corp. ‡ | | 34,100 | | 1,885 | |
Genentech, Inc. ‡ | | 74,000 | | 6,135 | |
Gilead Sciences, Inc. ‡ | | 187,000 | | 9,563 | |
Capital Markets (2.3%) | | | | | |
BlackRock, Inc. -Class A | | 9,000 | | 1,207 | |
Franklin Resources, Inc. | | 22,700 | | 1,448 | |
Goldman Sachs Group, Inc. | | 18,200 | | 1,536 | |
Northern Trust Corp. | | 21,500 | | 1,121 | |
State Street Corp. à | | 30,000 | | 1,180 | |
Chemicals (1.8%) | | | | | |
Monsanto Co. | | 19,700 | | 1,386 | |
Praxair, Inc. | | 62,000 | | 3,680 | |
Communications Equipment (5.1%) | | | | | |
Cisco Systems, Inc. ‡ | | 239,400 | | 3,902 | |
Juniper Networks, Inc. ‡ | | 113,900 | | 1,994 | |
Nortel Networks Corp. ‡ | | 302 | | ¨ | |
Qualcomm, Inc. | | 160,700 | | 5,758 | |
Research In Motion, Ltd. ‡ | | 60,500 | | 2,455 | |
Computers & Peripherals (4.3%) | | | | | |
Apple, Inc. ‡ | | 114,900 | | 9,807 | |
Dell, Inc. ‡ | | 102,100 | | 1,046 | |
EMC Corp. ‡ | | 100,600 | | 1,053 | |
Diversified Financial Services (0.5%) | | | | | |
Moody’s Corp. | | 67,700 | | 1,360 | |
Electronic Equipment & Instruments (0.7%) | | | | | |
Dolby Laboratories, Inc. -Class A ‡ | | 61,100 | | 2,002 | |
Energy Equipment & Services (3.1%) | | | | | |
Baker Hughes, Inc. | | 7,700 | | 247 | |
Cameron International Corp. ‡ | | 51,900 | | 1,064 | |
Schlumberger, Ltd. | | 129,600 | | 5,486 | |
Smith International, Inc. | | 70,100 | | 1,605 | |
Food & Staples Retailing (2.7%) | | | | | |
Costco Wholesale Corp. | | 65,700 | | 3,449 | |
CVS Caremark Corp. | | 93,405 | | 2,684 | |
SYSCO Corp. | | 66,100 | | 1,516 | |
Food Products (2.1%) | | | | | |
Groupe Danone | | 45,111 | | 2,726 | �� |
Nestle SA | | 77,760 | | 3,079 | |
Health Care Equipment & Supplies (7.0%) | | | | | |
Alcon, Inc. | | 21,600 | | 1,926 | |
Baxter International, Inc. | | 37,200 | | 1,994 | |
Becton Dickinson & Co. | | 42,100 | | 2,879 | |
Covidien, Ltd. | | 76,800 | | 2,783 | |
Dentsply International, Inc. | | 33,400 | | 943 | |
Intuitive Surgical, Inc. ‡ | | 5,000 | | 635 | |
Medtronic, Inc. | | 151,100 | | 4,748 | |
St Jude Medical, Inc. ‡ | | 58,900 | | 1,941 | |
Stryker Corp. | | 48,200 | | 1,926 | |
Health Care Providers & Services (7.7%) | | | | | |
Aetna, Inc. | | 94,200 | | 2,685 | |
Express Scripts, Inc. -Class A ‡ | | 63,000 | | 3,464 | |
Humana, Inc. ‡ | | 16,700 | | 623 | |
McKesson Corp. | | 46,800 | | 1,813 | |
Medco Health Solutions, Inc. ‡ | | 182,800 | | 7,661 | |
WellPoint, Inc. ‡ | | 119,300 | | 5,026 | |
Hotels, Restaurants & Leisure (1.5%) | | | | | |
Wynn Resorts, Ltd. ‡ | | 4,000 | | 169 | |
Yum! Brands, Inc. | | 125,700 | | 3,960 | |
Household Products (1.7%) | | | | | |
Procter & Gamble Co. | | 74,257 | | 4,591 | |
Internet & Catalog Retail (4.1%) | | | | | |
Amazon.com, Inc. ‡ | | 182,000 | | 9,333 | |
Expedia, Inc. ‡ | | 110,945 | | 914 | |
Priceline.com, Inc. ‡ | | 15,100 | | 1,112 | |
Internet Software & Services (4.6%) | | | | | |
Google, Inc. -Class A ‡ | | 26,600 | | 8,183 | |
Tencent Holdings, Ltd. | | 243,400 | | 1,582 | |
Verisign, Inc. ‡ | | 161,100 | | 3,074 | |
IT Services (4.8%) | | | | | |
Accenture, Ltd. -Class A | | 148,400 | | 4,866 | |
Automatic Data Processing, Inc. | | 101,200 | | 3,981 | |
Fiserv, Inc. ‡ | | 49,100 | | 1,786 | |
Mastercard, Inc. -Class A | | 300 | | 43 | |
Redecard SA | | 38,100 | | 420 | |
Visa, Inc. -Class A | | 700 | | 37 | |
Western Union Co. | | 182,400 | | 2,616 | |
Machinery (4.1%) | | | | | |
Danaher Corp. | | 169,300 | | 9,584 | |
Deere & Co. | | 53,700 | | 2,058 | |
Media (2.7%) | | | | | |
McGraw-Hill Cos., Inc. | | 231,900 | | 5,378 | |
Shaw Communications, Inc. -Class B | | 130,000 | | 2,298 | |
Metals & Mining (0.7%) | | | | | |
BHP Billiton, Ltd. | | 86,216 | | 1,832 | |
Oil, Gas & Consumable Fuels (4.5%) | | | | | |
Chevron Corp. | | 24,500 | | 1,812 | |
EOG Resources, Inc. | | 33,800 | | 2,250 | |
Exxon Mobil Corp. | | 77,590 | | 6,194 | |
Petroleo Brasileiro SA -Class A ADR | | 111,100 | | 2,268 | |
Pharmaceuticals (4.0%) | | | | | |
Allergan, Inc. | | 84,100 | | 3,391 | |
Elan Corp. PLC ADR ‡ | | 140,200 | | 841 | |
Novo Nordisk A/S | | 19,500 | | 1,006 | |
Teva Pharmaceutical Industries, Ltd. ADR | | 31,000 | | 1,320 | |
Wyeth | | 115,100 | | 4,317 | |
Road & Rail (0.2%) | | | | | |
Union Pacific Corp. | | 10,900 | | 521 | |
Semiconductors & Semiconductor Equipment (1.4%) | | | | | |
Broadcom Corp. -Class A ‡ | | 39,200 | | 665 | |
Intel Corp. | | 86,200 | | 1,264 | |
Marvell Technology Group, Ltd. ‡ | | 311,200 | | 2,076 | |
Software (6.7%) | | | | | |
Adobe Systems, Inc. ‡ | | 41,300 | | 879 | |
Autodesk, Inc. ‡ | | 119,900 | | 2,356 | |
Electronic Arts, Inc. ‡ | | 52,800 | | 847 | |
McAfee, Inc. ‡ | | 63,100 | | 2,181 | |
Microsoft Corp. | | 351,600 | | 6,835 | |
Nintendo Co., Ltd. | | 9,800 | | 3,745 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
4
| | Shares | | Value | |
Software (continued) | | | | | |
Salesforce.Com, Inc. ‡ | | 63,300 | | $ | 2,026 | |
Specialty Retail (0.5%) | | | | | |
TJX Cos., Inc. | | 65,300 | | 1,343 | |
Textiles, Apparel & Luxury Goods (0.9%) | | | | | |
Nike, Inc. -Class B | | 47,200 | | 2,407 | |
Wireless Telecommunication Services (5.2%) | | | | | |
American Tower Corp. -Class A ‡ | | 161,400 | | 4,732 | |
Bharti Airtel, Ltd. ‡ | | 94,029 | | 1,386 | |
Crown Castle International Corp. ‡ | | 240,000 | | 4,219 | |
Leap Wireless International, Inc. ‡ | | 55,778 | | 1,500 | |
Metropcs Communications, Inc. ‡ | | 180,800 | | 2,685 | |
Total Common Stocks (cost $359,373) | | | | 269,207 | |
| | | | | |
INVESTMENT COMPANY (2.7%) | | | | | |
Capital Markets (2.7%) | | | | | |
T. Rowe Price Prime Reserve Fund | | 7,489,054 | | 7,489 | |
Total Investment Company (cost $7,489) | | | | 7,489 | |
| | | | | |
| | Principal | | | |
REPURCHASE AGREEMENTS (0.7%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $1,918 on 01/02/2009 à • | | $ | 1,918 | | | 1,918 | |
Total Repurchase Agreement (cost $1,918) | | | | 1,918 | |
| | | | | |
Total Investment Securities (cost $368,780) # | | | | $ | 278,614 | |
| | | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
‡ | Non-income producing security. |
¨ | Value is less than $1. |
• | Repurchase agreement is collateralized by a U.S. Government Agency Obligation with an interest rate of zero, a maturity date of 01/29/2009, and with a market value plus accrued interest of $2,000. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | Aggregate cost for federal income tax purposes is $369,948. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $4,018 and $95,352, respectively. Net unrealized depreciation for tax purposes is $91,334. |
DEFINITIONS:
ADR | American Depositary Receipt |
PLC | Public Limited Company |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 253,852 | | $ | 24,762 | | $ | — | | $ | 278,614 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $368,780) | | $ | 278,614 | |
Foreign currency (cost: $77) | | 80 | |
Receivables: | | | |
Investment securities sold | | 312 | |
Shares sold | | 2 | |
Dividends | | 358 | |
Dividend reclaims | | 29 | |
| | 279,395 | |
Liabilities: | | | |
Investment securities purchased | | 283 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 36 | |
Management and advisory fees | | 194 | |
Distribution and service fees | | 1 | |
Transfer agent fees | | 1 | |
Administration fees | | 5 | |
Foreign currency due to custodian | | 1 | |
Other | | 72 | |
| | 593 | |
Net Assets | | $ | 278,802 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 202 | |
Additional paid-in capital | | 414,190 | |
Undistributed net investment income | | 1,488 | |
Accumulated net realized loss from investment securities and foreign currency transactions | | (46,915 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (90,166 | ) |
Translation of assets and liabilities denominated in foreign currencies | | 3 | |
Net Assets | | $ | 278,802 | |
Net Assets by Class: | | | |
Initial Class | | $ | 275,565 | |
Service Class | | 3,237 | |
Shares Outstanding: | | | |
Initial Class | | 19,970 | |
Service Class | | 236 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 13.80 | |
Service Class | | 13.71 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $131) | | $ | 4,526 | |
Interest | | 101 | |
Income from loaned securities-net | | 233 | |
| | 4,860 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 3,147 | |
Printing and shareholder reports | | 24 | |
Custody fees | | 155 | |
Administration fees | | 80 | |
Legal fees | | 17 | |
Audit fees | | 20 | |
Trustees fees | | 12 | |
Transfer agent fees | | 7 | |
Distribution and service fees: | | | |
Service Class | | 13 | |
Other | | 8 | |
Total expenses | | 3,483 | |
| | | |
Net Investment Income | | 1,377 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (46,445 | ) |
Foreign currency transactions | | 269 | |
| | (46,176 | ) |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (164,360 | ) |
Translation of assets and liabilities denominated in foreign currencies | | (1 | ) |
| | (164,361 | ) |
Net Realized and Unrealized Loss | | (210,537 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (209,160 | ) |
The notes to the financial statements are an integral part of this report.
6
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 1,377 | | $ | 2,178 | |
Net realized gain (loss) from investment securities and foreign currency transactions | | (46,176 | ) | 26,844 | |
Change in net unrealized appreciation (depreciation) on investment securities and foreign currency translation | | (164,361 | ) | 13,029 | |
Net increase (decrease) in net assets resulting from operations | | (209,160 | ) | 42,051 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (2,152 | ) | (1,274 | ) |
Service Class | | (11 | ) | (7 | ) |
| | (2,163 | ) | (1,281 | ) |
From net realized gains: | | | | | |
Initial Class | | (26,127 | ) | (25,860 | ) |
Service Class | | (341 | ) | (382 | ) |
| | (26,468 | ) | (26,242 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 45,309 | | 208,999 | |
Service Class | | 1,431 | | 2,318 | |
| | 46,740 | | 211,317 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 28,279 | | 27,134 | |
Service Class | | 352 | | 389 | |
| | 28,631 | | 27,523 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (47,935 | ) | (72,601 | ) |
Service Class | | (2,516 | ) | (1,637 | ) |
| | (50,451 | ) | (74,238 | ) |
Net increase in net assets from capital shares transactions | | 24,920 | | 164,602 | |
Net increase (decrease) in net assets | | (212,871 | ) | 179,130 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 491,673 | | 312,543 | |
End of year | | $ | 278,802 | | $ | 491,673 | |
Undistributed Net Investment Income | | $ | 1,488 | | $ | 2,004 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 2,021 | | 8,235 | |
Service Class | | 73 | | 90 | |
| | 2,094 | | 8,325 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 1,343 | | 1,107 | |
Service Class | | 17 | | 16 | |
| | 1,360 | | 1,123 | |
Shares redeemed: | | | | | |
Initial Class | | (2,298 | ) | (2,822 | ) |
Service Class | | (128 | ) | (65 | ) |
| | (2,426 | ) | (2,887 | ) |
Net increase in shares outstanding: | | | | | |
Initial Class | | 1,066 | | 6,520 | |
Service Class | | (38 | ) | 41 | |
| | 1,028 | | 6,561 | |
The notes to the financial statements are an integral part of this report.
7
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 25.64 | | $ | 24.77 | | $ | 22.85 | | $ | 21.63 | | $ | 19.72 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.07 | | 0.12 | | 0.10 | | 0.06 | | 0.11 | |
Net realized and unrealized gain (loss) | | (10.42 | ) | 2.26 | | 2.84 | | 1.27 | | 1.83 | |
Total operations | | (10.35 | ) | 2.38 | | 2.94 | | 1.33 | | 1.94 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.11 | ) | (0.07 | ) | (0.06 | ) | (0.11 | ) | (0.03 | ) |
From net realized gains | | (1.38 | ) | (1.44 | ) | (0.96 | ) | — | | — | |
Total distributions | | (1.49 | ) | (1.51 | ) | (1.02 | ) | (0.11 | ) | (0.03 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 13.80 | | $ | 25.64 | | $ | 24.77 | | $ | 22.85 | | $ | 21.63 | |
Total Return(b) | | (42.38 | )% | 9.91 | % | 13.38 | % | 6.16 | % | 9.86 | % |
Net Assets End of Year (000’s) | | $ | 275,565 | | $ | 484,693 | | $ | 306,805 | | $ | 311,913 | | $ | 333,533 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.87 | % | 0.85 | % | 0.87 | % | 0.86 | % | 0.84 | % |
Net investment income, to average net assets | | 0.35 | % | 0.46 | % | 0.45 | % | 0.26 | % | 0.53 | % |
Portfolio turnover rate | | 55 | % | 56 | % | 42 | % | 38 | % | 38 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 25.46 | | $ | 24.63 | | $ | 22.73 | | $ | 21.55 | | $ | 19.70 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.02 | | 0.05 | | 0.04 | | — | (c) | 0.09 | |
Net realized and unrealized gain (loss) | | (10.35 | ) | 2.25 | | 2.83 | | 1.27 | | 1.79 | |
Total operations | | (10.33 | ) | 2.30 | | 2.87 | | 1.27 | | 1.88 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.04 | ) | (0.03 | ) | (0.01 | ) | (0.09 | ) | (0.03 | ) |
From net realized gains | | (1.38 | ) | (1.44 | ) | (0.96 | ) | — | | — | |
Total distributions | | (1.42 | ) | (1.47 | ) | (0.97 | ) | (0.09 | ) | (0.03 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 13.71 | | $ | 25.46 | | $ | 24.63 | | $ | 22.73 | | $ | 21.55 | |
Total Return(b) | | (42.50 | )% | 9.61 | % | 13.14 | % | 5.90 | % | 9.56 | % |
Net Assets End of Year (000’s) | | $ | 3,237 | | $ | 6,980 | | $ | 5,738 | | $ | 4,231 | | $ | 2,966 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.12 | % | 1.10 | % | 1.12 | % | 1.11 | % | 1.10 | % |
Net investment income, to average net assets | | 0.09 | % | 0.19 | % | 0.18 | % | — | %(d) | 0.47 | % |
Portfolio turnover rate | | 55 | % | 56 | % | 42 | % | 38 | % | 38 | % |
(a) | Calculation is based on average number of shares outstanding. |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
(c) | Rounds to less than ($0.01) or $0.01. |
(d) | Rounds to less than (0.01%) or 0.01%. |
The notes to the financial statements are an integral part of this report.
8
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, T. Rowe Price Growth Stock also changed its name to Transamerica T. Rowe Price Growth Stock VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $13 are included in net realized loss in the Statement of Operations.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
Foreign currency denominated assets may involve risks not typically associated with domestic transactions. These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
Transamerica Asset Allocation-Conservative VP | | $ | 11,899 | | 4.27 | % |
| | | | | |
Transamerica Asset Allocation-Growth VP | | 25,513 | | 9.15 | |
| | | | | |
Transamerica Asset Allocation-Moderate VP | | 34,346 | | 12.32 | |
| | | | | |
Transamerica Asset Allocation-Moderate Growth VP | | 80,604 | | 28.91 | |
| | | | | |
Total | | $ | 152,362 | | 54.65 | % |
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $250 million | | 0.80 | % |
Over $250 million | | 0.775 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.89% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
The sub-adviser, T. Rowe Price, has agreed to a pricing discount based on aggregate assets that it manages in TST. There was no discount received by the Fund for the year ended December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $11 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 216,390 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 217,360 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | 270 | |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | (270 | ) |
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
$ | 18,086 | | December 31, 2016 | |
| | | | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 5,123 | |
Long-term Capital Gain | | 22,400 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 3,268 | |
Long-term Capital Gain | | 25,363 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 1,487 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (18,086 | ) |
Post October Capital Loss Deferral | | $ | (27,659 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (91,332 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica T. Rowe Price Growth Stock VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica T. Rowe Price Growth Stock VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $25,363 for the year ended December 31, 2008.
14
Transamerica T. Rowe Price Small Cap VP
(unaudited)
MARKET ENVIRONMENT
U.S. stocks had sharply negative returns as a result of ongoing turmoil in the financial sector and the severe economic downturn. As measured by various Russell indexes, large-cap stocks held up better than those of small- and mid-sized companies. Within the small-cap universe, value stocks held up better than growth. Within the small-cap growth benchmark, no sector had positive returns for the year. Defensive-oriented health care and consumer staples shares held up best, while telecommunications, energy, and utilities sectors all lost more than half their value.
PERFORMANCE
For the year ended December 31, 2008, Transamerica T. Rowe Price Small Cap VP Initial Class returned (36.25)%. By comparison its benchmark, the Morgan Stanley Capital International US Small Cap Growth Index, returned (40.15)%.
STRATEGY REVIEW
The key contribution to relative return came from stock picks in the information technology sector. A leading contributor in this sector was NCI, Inc., which provides technology services to government agencies. The company is relatively insulated from the economic downturn and continues to win work orders and contracts. Positioning in the communication equipment industry also contributed, as it helped to avoid a number of poor performers. Stock picks in the electronic equipment segment also helped, behind a stake in military contractor FLIR Systems, Inc.
Consumer discretionary shares were other key sources of strength. Here it helped to avoid the hard-hit media segment, which suffered from declining advertising revenues. The portfolio also benefited from holdings in continuing-education companies ITT Educational Services, Inc. and DeVry, Inc., which saw enrollments increase as workers sought additional skills and qualifications. Workplace child-care provider Bright Horizons Family Solutions contributed after being acquired at a premium.
Stock picks in the financials segment also aided relative results, with the portfolio continuing to benefit from positioning among insurance companies. These companies were somewhat insulated from the credit crisis in the sense that they do not face the risk of “run on the bank” as do many of the hardest hit companies in the sector. The leading contributor was Philadelphia Consolidated Holding Corp., which was acquired at a premium. Property and casualty firm HCC Insurance Holdings, Inc. used its relatively healthy financial position to acquire two smaller competitors. In the capital market industry, boutique M&A advisory firm Greenhill & Co., Inc. performed well on strength in its high-margin business despite difficulties in the broader economy.
Industrials and business services shares were the leading detractors from relative return, largely due to stock picks in the machinery industry. The leading detractor in this segment was Bucyrus International, Inc., which makes mining equipment. The company saw demand for its products fall along with commodity prices and the outlook for growth. In addition, business support systems provider Advisory Board struggled throughout the period. This was primarily due to a slowdown in expected revenue growth.
Sudhir Nanda, Ph.D., CFA
Portfolio Manager
T. Rowe Price Associates, Inc.
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | From Inception | | Inception Date | |
| | | | | | | | | |
Initial Class | | (36.25 | )% | (2.44 | )% | 0.32 | % | 05/03/1999 | |
MSCI US Small Cap Growth * | | (40.15 | )% | (1.47 | )% | 1.83 | % | 05/03/1999 | |
Service Class | | (36.40 | )% | (2.68 | )% | 2.86 | % | 05/01/2003 | |
NOTES
* The Morgan Stanley Capital International US Small Cap Growth (MSCI US Small Cap Growth) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
Investing in small cap stocks generally involves great volatility and risks so an investment in the portfolio may not be appropriate for everyone. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 663.32 | | 0.85 | % | $ | 3.55 | |
Hypothetical (b) | | 1,000.00 | | 1,020.86 | | 0.85 | | 4.32 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 662.77 | | 1.10 | | 4.60 | |
Hypothetical (b) | | 1,000.00 | | 1,019.61 | | 1.10 | | 5.58 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (99.1%) | | | | | |
Aerospace & Defense (2.5%) | | | | | |
Alliant Techsystems, Inc. ‡ | | 10,200 | | $ | 875 | |
Ceradyne, Inc. ‡ | | 11,800 | | 240 | |
Esterline Technologies Corp. ‡ | | 7,900 | | 299 | |
Heico Corp. -Class A | | 5,800 | | 168 | |
Teledyne Technologies, Inc. ‡ | | 17,600 | | 784 | |
Transdigm Group, Inc. ‡ | | 8,500 | | 285 | |
Air Freight & Logistics (1.3%) | | | | | |
Hub Group, Inc. -Class A ‡ | | 24,500 | | 650 | |
UTI Worldwide, Inc. | | 51,000 | | 731 | |
Airlines (0.2%) | | | | | |
Skywest, Inc. | | 10,400 | | 193 | |
Auto Components (0.3%) | | | | | |
Drew Industries, Inc. ‡ ^ | | 9,600 | | 115 | |
Gentex Corp. | | 19,300 | | 170 | |
Beverages (0.3%) | | | | | |
Boston Beer Co., Inc. -Class A ‡ | | 12,200 | | 346 | |
Biotechnology (5.6%) | | | | | |
Acorda Therapeutics, Inc. ‡ | | 8,500 | | 174 | |
Alexion Pharmaceuticals, Inc. ‡ | | 21,100 | | 764 | |
Alkermes, Inc. ‡ | | 25,200 | | 268 | |
Allos Therapeutics, Inc. ‡ | | 13,300 | | 81 | |
Alnylam Pharmaceuticals, Inc. ‡ | | 3,800 | | 94 | |
Amylin Pharmaceuticals, Inc. ‡ | | 10,000 | | 109 | |
Array Biopharma, Inc. ‡ | | 6,600 | | 27 | |
BioMarin Pharmaceutical, Inc. ‡ | | 25,200 | | 449 | |
Cepheid, Inc. ‡ | | 12,600 | | 131 | |
Cougar Biotechnology, Inc. ‡ | | 4,300 | | 112 | |
Cubist Pharmaceuticals, Inc. ‡ | | 13,300 | | 321 | |
Facet Biotech Corp. ‡ | | 5,200 | | 50 | |
Human Genome Sciences, Inc. ‡ ^ | | 25,300 | | 54 | |
Idenix Pharmaceuticals, Inc. ‡ | | 5,700 | | 33 | |
Incyte Corp., Ltd. ‡ | | 77,800 | | 295 | |
Isis Pharmaceuticals, Inc. ‡ | | 5,200 | | 74 | |
Lexicon Pharmaceuticals, Inc. ‡ | | 24,400 | | 34 | |
Martek Biosciences Corp. ‡ | | 7,400 | | 224 | |
Medarex, Inc. ‡ | | 23,600 | | 132 | |
Momenta Pharmaceuticals, Inc. ‡ | | 3,800 | | 44 | |
Myriad Genetics, Inc. ‡ | | 10,400 | | 689 | |
Onyx Pharmaceuticals, Inc. ‡ | | 12,600 | | 430 | |
OSI Pharmaceuticals, Inc. ‡ | | 12,900 | | 504 | |
PDL Biopharma, Inc. | | 26,000 | | 161 | |
Pharmasset, Inc. ‡ | | 6,300 | | 83 | |
Regeneron Pharmaceuticals, Inc. ‡ | | 19,300 | | 354 | |
Seattle Genetics, Inc. ‡ | | 12,200 | | 109 | |
Senomyx, Inc. ‡ | | 28,200 | | 79 | |
Theravance, Inc. ‡ ^ | | 10,500 | | 130 | |
United Therapeutics Corp. ‡ | | 5,500 | | 344 | |
Capital Markets (1.8%) | | | | | |
Affiliated Managers Group, Inc. ‡ | | 7,600 | | 319 | |
Cohen & Steers, Inc. | | 4,200 | | 46 | |
GFI Group, Inc. | | 17,600 | | 62 | |
Greenhill & Co., Inc. | | 13,000 | | 907 | |
Knight Capital Group, Inc. -Class A ‡ | | 7,000 | | 113 | |
Optionsxpress Holdings, Inc. | | 13,300 | | 178 | |
Penson Worldwide, Inc. ‡ | | 5,800 | | 44 | |
Riskmetrics Group, Inc. ‡ | | 8,000 | | 119 | |
Stifel Financial Corp. ‡ | | 3,900 | | 179 | |
Chemicals (1.4%) | | | | | |
Airgas, Inc. | | 15,300 | | | 597 | |
Koppers Holdings, Inc. | | 14,200 | | 307 | |
Nalco Holding Co. | | 31,100 | | 359 | |
Scotts Miracle-Gro Co. -Class A | | 10,700 | | 318 | |
Commercial Banks (1.7%) | | | | | |
Bank of The Ozarks, Inc. | | 4,500 | | 133 | |
Glacier Bancorp, Inc. | | 16,000 | | 304 | |
Home Bancshares, Inc. | | 4,700 | | 127 | |
Pinnacle Financial Partners, Inc. ‡ | | 13,900 | | 414 | |
Signature Bank ‡ | | 13,100 | | 376 | |
SVB Financial Group ‡ | | 10,700 | | 281 | |
Texas Capital Bancshares, Inc. ‡ | | 17,800 | | 238 | |
Commercial Services & Supplies (3.3%) | | | | | |
American Ecology Corp. | | 9,200 | | 186 | |
Brink’s Co. | | 11,500 | | 309 | |
Clean Harbors, Inc. ‡ | | 7,400 | | 469 | |
Copart, Inc. ‡ | | 12,900 | | 351 | |
Rollins, Inc. | | 15,100 | | 273 | |
Stericycle, Inc. ‡ | | 20,100 | | 1,047 | |
Waste Connections, Inc. ‡ | | 31,625 | | 998 | |
Communications Equipment (2.8%) | | | | | |
Adtran, Inc. | | 20,700 | | 308 | |
Avocent Corp. ‡ | | 11,150 | | 200 | |
Blue Coat Systems, Inc. ‡ | | 21,100 | | 177 | |
Commscope, Inc. ‡ | | 17,600 | | 274 | |
Comtech Telecommunications Corp. ‡ | | 17,900 | | 820 | |
Emulex Corp. ‡ | | 14,900 | | 104 | |
F5 Networks, Inc. ‡ | | 32,300 | | 738 | |
Plantronics, Inc. | | 13,900 | | 183 | |
Polycom, Inc. ‡ | | 19,612 | | 265 | |
Computers & Peripherals (0.2%) | | | | | |
Intermec, Inc. ‡ | | 8,900 | | 118 | |
Palm, Inc. ‡ ^ | | 40,600 | | 125 | |
Construction & Engineering (0.6%) | | | | | |
Dycom Industries, Inc. ‡ | | 9,900 | | 81 | |
Perini Corp. ‡ | | 5,800 | | 136 | |
Quanta Services, Inc. ‡ | | 23,176 | | 459 | |
Consumer Finance (0.1%) | | | | | |
World Acceptance Corp. ‡ | | 5,900 | | 117 | |
Containers & Packaging (0.6%) | | | | | |
Crown Holdings, Inc. ‡ | | 22,900 | | 440 | |
Greif, Inc. -Class A | | 6,100 | | 204 | |
Distributors (0.3%) | | | | | |
LKQ Corp. ‡ | | 28,600 | | 333 | |
Diversified Consumer Services (3.6%) | | | | | |
American Public Education, Inc. ‡ | | 5,300 | | 197 | |
Brink’s Home Security Holdings, Inc. ‡ | | 12,300 | | 270 | |
Capella Education Co. ‡ | | 7,800 | | 458 | |
DeVry, Inc. | | 19,900 | | 1,142 | |
ITT Educational Services, Inc. ‡ | | 13,300 | | 1,263 | |
Matthews International Corp. -Class A | | 11,400 | | 418 | |
Steiner Leisure, Ltd. ‡ | | 8,000 | | 236 | |
Diversified Financial Services (0.7%) | | | | | |
Interactive Brokers Group, Inc. -Class A ‡ | | 16,100 | | 288 | |
MSCI, Inc. -Class A ‡ | | 23,100 | | 410 | |
Diversified Telecommunication Services (0.4%) | | | | | |
Cbeyond, Inc. ‡ | | 11,200 | | 179 | |
Time Warner Telecom, Inc. -Class A ‡ ^ | | 26,400 | | 224 | |
The notes to the financial statements are an integral part of this report.
4
| | Shares | | Value | |
Electrical Equipment (1.8%) | | | | | |
Acuity Brands, Inc. | | 19,600 | | $ | 684 | |
Ametek, Inc. | | 19,800 | | 598 | |
II-VI, Inc. ‡ | | 22,300 | | 426 | |
Thomas & Betts Corp. ‡ | | 11,700 | | 281 | |
Electronic Equipment & Instruments (3.9%) | | | | | |
Cyberoptics Corp. ‡ | | 38,300 | | 199 | |
Dolby Laboratories, Inc. -Class A ‡ | | 20,600 | | 675 | |
DTS, Inc. ‡ | | 3,600 | | 66 | |
FLIR Systems, Inc. ‡ | | 41,900 | | 1,286 | |
Itron, Inc. ‡ | | 9,200 | | 586 | |
Mettler Toledo International, Inc. ‡ ^ | | 13,200 | | 890 | |
Rofin-Sinar Technologies, Inc. ‡ | | 12,900 | | 265 | |
Trimble Navigation, Ltd. ‡ | | 10,900 | | 236 | |
TTM Technologies, Inc. ‡ | | 27,000 | | 141 | |
Energy Equipment & Services (3.4%) | | | | | |
Atwood Oceanics, Inc. ‡ | | 15,300 | | 234 | |
Complete Production Services, Inc. ‡ | | 34,800 | | 284 | |
Core Laboratories NV | | 9,800 | | 587 | |
Dawson Geophysical Co. ‡ | | 5,500 | | 98 | |
Dresser-Rand Group, Inc. ‡ | | 20,300 | | 350 | |
Gulf Island Fabrication, Inc. | | 5,500 | | 79 | |
Helmerich & Payne, Inc. | | 6,300 | | 143 | |
HIS, Inc. -Class A ‡ | | 8,900 | | 333 | |
Ion Geophysical Corp. ‡ | | 35,500 | | 122 | |
Oceaneering International, Inc. ‡ | | 13,000 | | 379 | |
Oil States International, Inc. ‡ | | 24,000 | | 449 | |
Superior Energy Services, Inc. ‡ | | 27,500 | | 438 | |
TETRA Technologies, Inc. ‡ | | 34,800 | | 169 | |
Unit Corp. ‡ | | 4,700 | | 126 | |
Food Products (0.6%) | | | | | |
Flowers Foods, Inc. | | 22,100 | | 538 | |
Ralcorp Holdings, Inc. ‡ | | 2,200 | | 128 | |
Health Care Equipment & Supplies (4.3%) | | | | | |
American Medical Systems Holdings, Inc. ‡ | | 16,000 | | 144 | |
Arthrocare Corp. ‡ ^ | | 11,500 | | 55 | |
Edwards Lifesciences Corp. ‡ | | 12,300 | | 676 | |
Gen-Probe, Inc. ‡ | | 18,000 | | 771 | |
Idexx Laboratories, Inc. ‡ | | 14,700 | | 530 | |
Immucor, Inc. ‡ | | 28,200 | | 750 | |
Integra LifeSciences Holdings Corp. ‡ | | 4,400 | | 157 | |
Meridian Bioscience, Inc. | | 32,850 | | 837 | |
ResMed, Inc. ‡ | | 13,300 | | 498 | |
Stereotaxis, Inc. ‡ | | 11,700 | | 51 | |
Steris Corp. | | 15,400 | | 368 | |
Health Care Providers & Services (5.3%) | | | | | |
Alliance Imaging, Inc. ‡ | | 22,900 | | 183 | |
Amedisys, Inc. ‡ | | 12,266 | | 507 | |
Catalyst Health Solutions, Inc. ‡ | | 20,900 | | 509 | |
Centene Corp. ‡ | | 19,200 | | 378 | |
Chemed Corp. | | 6,000 | | 239 | |
Chindex International, Inc. ‡ | | 8,700 | | 69 | |
Corvel Corp. ‡ | | 7,400 | | 163 | |
Gentiva Health Services, Inc. ‡ | | 21,800 | | 638 | |
Healthsouth Corp. ‡ | | 30,900 | | 339 | |
Healthspring, Inc. ‡ | | 13,800 | | 276 | |
Healthways, Inc. ‡ | | 7,400 | | 85 | |
Inventiv Health, Inc. ‡ | | 11,800 | | 136 | |
LifePoint Hospitals, Inc. ‡ | | 12,000 | | 274 | |
Mednax, Inc. ‡ | | 9,600 | | | 304 | |
Pharmerica Corp. ‡ ^ | | 30,600 | | 480 | |
PSS World Medical, Inc. ‡ | | 17,000 | | 320 | |
Psychiatric Solutions, Inc. ‡ | | 13,300 | | 370 | |
Sun Healthcare Group, Inc. ‡ | | 27,200 | | 241 | |
VCA Antech, Inc. ‡ | | 19,000 | | 378 | |
Health Care Technology (0.5%) | | | | | |
Cerner Corp. ‡ | | 9,100 | | 350 | |
Phase Forward, Inc. ‡ | | 10,300 | | 129 | |
Vital Images, Inc. ‡ | | 6,100 | | 85 | |
Hotels, Restaurants & Leisure (2.7%) | | | | | |
Burger King Holdings, Inc. | | 27,000 | | 645 | |
Chipotle Mexican Grill, Inc. -Class B ‡ | | 7,400 | | 424 | |
Choice Hotels International, Inc. | | 10,000 | | 301 | |
Orient-Express Hotels, Ltd. -Class A | | 6,200 | | 47 | |
Panera Bread Co. -Class A ‡ | | 5,200 | | 272 | |
Red Robin Gourmet Burgers, Inc. ‡ | | 16,300 | | 274 | |
Sonic Corp. ‡ | | 18,143 | | 221 | |
WMS Industries, Inc. ‡ | | 34,250 | | 921 | |
Household Durables (0.3%) | | | | | |
Jarden Corp. ‡ ^ | | 15,500 | | 178 | |
Tempur-Pedic International, Inc. | | 13,700 | | 97 | |
Household Products (0.8%) | | | | | |
Church & Dwight Co., Inc. | | 16,100 | | 904 | |
Insurance (2.2%) | | | | | |
Amtrust Financial Services, Inc. | | 17,200 | | 200 | |
HCC Insurance Holdings, Inc. | | 27,000 | | 722 | |
Max Capital Group, Ltd. | | 13,700 | | 242 | |
Navigators Group, Inc. ‡ | | 5,500 | | 302 | |
Rli Corp. | | 5,700 | | 349 | |
Stancorp Financial Group, Inc. ^ | | 13,500 | | 564 | |
Internet & Catalog Retail (1.0%) | | | | | |
Blue Nile, Inc. ‡ | | 3,300 | | 81 | |
PetMed Express, Inc. ‡ | | 8,800 | | 155 | |
priceline.com, Inc. ‡ | | 11,700 | | 862 | |
Internet Software & Services (2.0%) | | | | | |
Art Technology Group, Inc. ‡ | | 43,400 | | 84 | |
Digital River, Inc. ‡ | | 19,000 | | 471 | |
Interwoven, Inc. ‡ | | 14,900 | | 188 | |
J2 Global Communications, Inc. ‡ | | 20,000 | | 401 | |
Mercadolibre, Inc. ‡ | | 7,500 | | 123 | |
Omniture, Inc. ‡ | | 11,883 | | 126 | |
SINA Corp. ‡ | | 14,900 | | 345 | |
Valueclick, Inc. ‡ | | 28,600 | | 196 | |
Websense, Inc. ‡ | | 16,100 | | 241 | |
IT Services (4.7%) | | | | | |
CACI International, Inc. -Class A ‡ | | 10,900 | | 491 | |
Cybersource Corp. ‡ | | 39,000 | | 468 | |
Genpact, Ltd. ‡ ^ | | 15,500 | | 127 | |
Global Payments, Inc. | | 23,720 | | 778 | |
Heartland Payment Systems, Inc. | | 28,700 | | 502 | |
ManTech International Corp. -Class A ‡ | | 4,900 | | 266 | |
NCI, Inc. -Class A ‡ | | 41,800 | | 1,259 | |
NeuStar, Inc. -Class A ‡ | | 13,700 | | 262 | |
Perot Systems Corp. -Class A ‡ | | 41,100 | | 562 | |
RightNow Technologies, Inc. ‡ | | 36,600 | | 283 | |
SRA International, Inc. -Class A ‡ | | 16,300 | | 281 | |
The notes to the financial statements are an integral part of this report.
5
| | Shares | | Value | |
Leisure Equipment & Products (0.6%) | | | | | |
Polaris Industries, Inc. | | 13,300 | | $ | 381 | |
Pool Corp. | | 15,800 | | 284 | |
Life Sciences Tools & Services (2.8%) | | | | | |
Bio-Rad Laboratories, Inc. -Class A ‡ | | 4,100 | | 309 | |
Dionex Corp. ‡ | | 3,650 | | 164 | |
Eresearch Technology, Inc. ‡ | | 22,900 | | 152 | |
Exelixis, Inc. ‡ | | 29,400 | | 148 | |
Illumina, Inc. ‡ | | 26,600 | | 693 | |
Life Technologies Corp. ‡ | | 19,400 | | 452 | |
Parexel International Corp. ‡ | | 17,000 | | 165 | |
Techne Corp. | | 13,200 | | 852 | |
Varian, Inc. ‡ | | 8,000 | | 268 | |
Machinery (4.8%) | | | | | |
Actuant Corp. -Class A | | 55,900 | | 1,063 | |
Bucyrus International, Inc. -Class A | | 10,900 | | 202 | |
Chart Industries, Inc. ‡ | | 13,900 | | 148 | |
Gardner Denver, Inc. ‡ | | 11,500 | | 268 | |
Graco, Inc. | | 14,100 | | 335 | |
IDEX Corp. | | 20,800 | | 502 | |
Kennametal, Inc. | | 9,500 | | 211 | |
Middleby Corp. ‡ | | 8,800 | | 240 | |
Nordson Corp. | | 10,500 | | 339 | |
RBC Bearings, Inc. ‡ | | 9,500 | | 193 | |
Robbins & Myers, Inc. | | 10,900 | | 176 | |
Toro Co. | | 16,600 | | 548 | |
Valmont Industries, Inc. | | 5,100 | | 313 | |
Wabtec Corp. | | 16,000 | | 636 | |
Marine (0.4%) | | | | | |
Horizon Lines, Inc. -Class A | | 7,600 | | 27 | |
Kirby Corp. ‡ | | 15,300 | | 419 | |
Media (1.2%) | | | | | |
Interactive Data Corp. | | 12,700 | | 313 | |
John Wiley & Sons, Inc. -Class A | | 15,800 | | 562 | |
Marvel Entertainment, Inc. ‡ | | 14,700 | | 452 | |
Metals & Mining (0.7%) | | | | | |
Carpenter Technology Corp. | | 13,300 | | 273 | |
Compass Minerals International, Inc. ^ | | 8,600 | | 504 | |
Multiline Retail (0.4%) | | | | | |
Big Lots, Inc. ‡ | | 28,200 | | 409 | |
Oil, Gas & Consumable Fuels (3.2%) | | | | | |
Bill Barrett Corp. ‡ | | 11,800 | | 249 | |
Cabot Oil & Gas Corp. | | 9,400 | | 244 | |
Comstock Resources, Inc. ‡ | | 19,900 | | 940 | |
Concho Resources, Inc. ‡ | | 13,300 | | 304 | |
Foundation Coal Holdings, Inc. | | 13,500 | | 189 | |
Frontier Oil Corp. | | 13,300 | | 168 | |
Mariner Energy, Inc. ‡ | | 25,218 | | 257 | |
Penn Virginia Corp. | | 20,900 | | 543 | |
Petroquest Energy, Inc. ‡ | | 14,900 | | 101 | |
St. Mary Land & Exploration Co. | | 19,300 | | 392 | |
Personal Products (1.7%) | | | | | |
Alberto-Culver Co. -Class B | | 29,100 | | 713 | |
Chattem, Inc. ‡ | | 8,400 | | 601 | |
Herbalife, Ltd. | | 15,200 | | 330 | |
NBTY, Inc. ‡ | | 14,600 | | 228 | |
Pharmaceuticals (1.4%) | | | | | |
Cadence Pharmaceuticals, Inc. ‡ | | 10,300 | | 74 | |
Medicines Co. ‡ | | 26,200 | | 386 | |
Valeant Pharmaceuticals International ‡ | | 23,900 | | | 547 | |
Viropharma, Inc. ‡ | | 15,100 | | 197 | |
Xenoport, Inc. ‡ | | 9,900 | | 248 | |
Professional Services (2.3%) | | | | | |
Administaff, Inc. | | 10,200 | | 221 | |
Corporate Executive Board Co. | | 9,700 | | 214 | |
Heidrick & Struggles International, Inc. | | 8,600 | | 185 | |
Huron Consulting Group, Inc. ‡ | | 8,900 | | 510 | |
Korn/Ferry International ‡ ^ | | 12,600 | | 144 | |
Navigant Consulting, Inc. ‡ | | 7,000 | | 111 | |
Resources Connection, Inc. ‡ | | 39,100 | | 640 | |
Watson Wyatt Worldwide, Inc. | | 9,800 | | 469 | |
Real Estate Investment Trusts (0.1%) | | | | | |
PS Business Parks, Inc. | | 2,000 | | 89 | |
Real Estate Management & Development (0.2%) | | | | | |
Jones Lang Lasalle, Inc. | | 6,500 | | 180 | |
Road & Rail (0.9%) | | | | | |
Landstar System, Inc. | | 19,800 | | 761 | |
Old Dominion Freight Line, Inc. ‡ | | 6,500 | | 185 | |
Semiconductors & Semiconductor Equipment (4.6%) | | | | | |
Advanced Energy Industries, Inc. ‡ | | 37,400 | | 372 | |
Cabot Microelectronics Corp. ‡ | | 7,200 | | 188 | |
COHU, Inc. | | 20,500 | | 249 | |
Cymer, Inc. ‡ | | 16,000 | | 351 | |
Diodes, Inc. ‡ | | 11,300 | | 68 | |
Entegris, Inc. ‡ ^ | | 46,400 | | 102 | |
FormFactor, Inc. ‡ | | 13,100 | | 191 | |
Integrated Device Technology, Inc. ‡ | | 29,920 | | 168 | |
Intersil Corp. -Class A | | 19,960 | | 183 | |
Micrel, Inc. | | 38,400 | | 281 | |
Microsemi Corp. ‡ | | 28,200 | | 356 | |
On Semiconductor Corp. ‡ ^ | | 125,400 | | 426 | |
Pericom Semiconductor Corp. ‡ | | 12,900 | | 71 | |
PMC - Sierra, Inc. ‡ | | 36,600 | | 178 | |
Semtech Corp. ‡ | | 34,700 | | 391 | |
Silicon Laboratories, Inc. ‡ | | 18,000 | | 446 | |
Standard Microsystems Corp. ‡ | | 4,400 | | 72 | |
Varian Semiconductor Equipment Associates, Inc. ‡ | | 29,025 | | 526 | |
Verigy, Ltd. ‡ | | 15,100 | | 145 | |
Software (7.0%) | | | | | |
Actuate Corp. ‡ | | 48,400 | | 143 | |
ANSYS, Inc. ‡ | | 29,989 | | 836 | |
Blackboard, Inc. ‡ | | 19,200 | | 504 | |
Commvault Systems, Inc. ‡ | | 5,700 | | 76 | |
Epicor Software Corp. ‡ | | 20,000 | | 96 | |
FactSet Research Systems, Inc. ^ | | 16,950 | | 750 | |
Informatica Corp. ‡ | | 63,400 | | 870 | |
Jack Henry & Associates, Inc. | | 12,800 | | 248 | |
Kenexa Corp. ‡ | | 18,100 | | 144 | |
Lawson Software, Inc. ‡ | | 24,800 | | 118 | |
Macrovision Solutions Corp. ‡ | | 22,500 | | 285 | |
Micros Systems, Inc. ‡ | | 27,600 | | 450 | |
Monotype Imaging Holdings, Inc. ‡ | | 15,200 | | 88 | |
Parametric Technology Corp. ‡ | | 40,100 | | 507 | |
Phoenix Technologies, Ltd. ‡ | | 10,100 | | 35 | |
Progress Software Corp. ‡ ^ | | 9,100 | | 175 | |
Quest Software, Inc. ‡ | | 23,500 | | 296 | |
The notes to the financial statements are an integral part of this report.
6
| | Shares | | Value | |
Software (continued) | | | | | |
SPSS, Inc. ‡ | | 12,500 | | $ | 337 | |
Sybase, Inc. ‡ | | 23,400 | | 580 | |
Synopsys, Inc. ‡ | | 15,800 | | 293 | |
Taleo Corp. -Class A ‡ | | 26,800 | | 210 | |
Tibco Software, Inc. ‡ | | 37,600 | | 195 | |
Wind River Systems, Inc. ‡ | | 20,000 | | 181 | |
Specialty Retail (2.4%) | | | | | |
Aaron Rents, Inc. | | 16,200 | | 431 | |
Aeropostale, Inc. ‡ ^ | | 26,150 | | 421 | |
Guess, Inc. | | 11,900 | | 183 | |
Gymboree Corp. ‡ | | 25,200 | | 657 | |
Hibbett Sports, Inc. ‡ | | 16,400 | | 258 | |
J Crew Group, Inc. ‡ | | 5,900 | | 72 | |
Tractor Supply Co. ‡ | | 14,200 | | 513 | |
Zumiez, Inc. ‡ | | 5,700 | | 42 | |
Textiles, Apparel & Luxury Goods (1.3%) | | | | | |
Deckers Outdoor Corp. ‡ | | 5,200 | | 415 | |
Fossil, Inc. ‡ | | 11,312 | | 189 | |
Hanesbrands, Inc. ‡ | | 21,100 | | 269 | |
Iconix Brand Group, Inc. ‡ | | 27,300 | | 267 | |
Warnaco Group, Inc. ‡ | | 19,200 | | 377 | |
Thrifts & Mortgage Finance (0.1%) | | | | | |
Danvers Bancorp, Inc. | | 11,500 | | 154 | |
Trading Companies & Distributors (0.8%) | | | | | |
Beacon Roofing Supply, Inc. ‡ | | 27,600 | | | 383 | |
MSC Industrial Direct Co. -Class A | | 14,900 | | 549 | |
Wireless Telecommunication Services (1.0%) | | | | | |
Leap Wireless International, Inc. ‡ | | 12,700 | | 342 | |
SBA Communications Corp. -Class A ‡ | | 43,000 | | 702 | |
Syniverse Holdings, Inc. ‡ | | 13,500 | | 161 | |
Total Common Stocks (cost $149,146) | | | | 108,712 | |
| | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (1.1%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $1,141 on 01/02/2009 à • | | $ | 1,141 | | 1,141 | |
Total Repurchase Agreement (cost $1,141) | | | | 1,141 | |
| | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (0.0%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 43,357 | | 43 | |
Total Securities Lending Collateral (cost $43) | | | | 43 | |
| | | | | |
Total Investment Securities (cost $150,330) # | | | | $ | 109,896 | |
| | | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
‡ | | Non-income producing security. |
^ | | All or a portion of this security is on loan. The value of all securities on loan is $42. |
• | | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 01/29/2009, and with a market value plus accrued interest of $1,250. |
à | | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
p | | Interest rate shown reflects the yield at 12/31/2008. |
# | | Aggregate cost for federal income tax purposes is $151,193. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $6,972 and $48,269, respectively. Net unrealized depreciation for tax purposes is $41,297. |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 108,755 | | $ | 1,141 | | $ | — | | $ | 109,896 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
7
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $150,330) (including securities loaned of $42) | | $ | 109,896 | |
Receivables: | | | |
Investment securities sold | | 127 | |
Shares sold | | 33 | |
Dividends | | 27 | |
| | 110,083 | |
Liabilities: | | | |
Investment securities purchased | | 120 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 105 | |
Management and advisory fees | | 70 | |
Distribution and service fees | | 2 | |
Administration fees | | 2 | |
Payable for collateral for securities on loan | | 43 | |
Other | | 47 | |
| | 389 | |
Net Assets | | $ | 109,694 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 208 | |
Additional paid-in capital | | 149,252 | |
Undistributed net realized gain from investment securities | | 668 | |
Net unrealized depreciation on: | | | |
Investment securities | | (40,434 | ) |
Net Assets | | $ | 109,694 | |
Net Assets by Class: | | | |
Initial Class | | $ | 102,260 | |
Service Class | | 7,434 | |
Shares Outstanding: | | | |
Initial Class | | 19,401 | |
Service Class | | 1,432 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 5.27 | |
Service Class | | 5.19 | |
| | | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends | | $ | 785 | |
Interest | | 11 | |
Income from loaned securities-net | | 346 | |
| | 1,142 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 1,217 | |
Printing and shareholder reports | | 18 | |
Custody fees | | 41 | |
Administration fees | | 33 | |
Legal fees | | 7 | |
Audit fees | | 18 | |
Trustees fees | | 5 | |
Transfer agent fees | | 3 | |
Distribution and service fees: | | | |
Service Class | | 31 | |
Other | | 4 | |
Total expenses | | 1,377 | |
| | | |
Net Investment Loss | | (235 | ) |
| | | |
Net Realized Gain from: | | | |
Investment securities | | 1,690 | |
| | | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (71,177 | ) |
Net Realized and Unrealized Loss | | (69,487 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (69,722 | ) |
The notes to the financial statements are an integral part of this report.
8
STATEMENT OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment loss | | $ | (235 | ) | $ | (1,061 | ) |
Net realized gain from investment securities | | 1,690 | | 36,623 | |
Change in net unrealized depreciation on investment securities | | (71,177 | ) | (11,823 | ) |
Net increase (decrease) in net assets resulting from operations | | (69,722 | ) | 23,739 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net realized gains: | | | | | |
Initial Class | | (31,784 | ) | (22,442 | ) |
Service Class | | (2,773 | ) | (1,481 | ) |
| | (34,557 | ) | (23,923 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 14,333 | | 13,909 | |
Service Class | | 4,234 | | 5,863 | |
| | 18,567 | | 19,772 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 31,784 | | 22,442 | |
Service Class | | 2,773 | | 1,481 | |
| | 34,557 | | 23,923 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (71,648 | ) | (65,856 | ) |
Service Class | | (8,019 | ) | (8,194 | ) |
| | (79,667 | ) | (74,050 | ) |
Net decrease in net assets from capital shares transactions | | (26,543 | ) | (30,355 | ) |
Net decrease in net assets | | (130,822 | ) | (30,539 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 240,516 | | 271,055 | |
End of year | | $ | 109,694 | | $ | 240,516 | |
Undistributed Net Investment Income | | $ | — | | $ | — | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 1,887 | | 1,268 | |
Service Class | | 512 | | 546 | |
| | 2,399 | | 1,814 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 3,953 | | 2,200 | |
Service Class | | 350 | | 147 | |
| | 4,303 | | 2,347 | |
Shares redeemed: | | | | | |
Initial Class | | (8,266 | ) | (6,115 | ) |
Service Class | | (1,040 | ) | (782 | ) |
| | (9,306 | ) | (6,897 | ) |
Net decrease in shares outstanding: | | | | | |
Initial Class | | (2,426 | ) | (2,647 | ) |
Service Class | | (178 | ) | (89 | ) |
| | (2,604 | ) | (2,736 | ) |
The notes to the financial statements are an integral part of this report.
9
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 10.27 | | $ | 10.36 | | $ | 11.08 | | $ | 12.35 | | $ | 11.19 | |
Investment Operations | | | | | | | | | | | |
Net investment loss(a) | | (0.01 | ) | (0.04 | ) | (0.05 | ) | (0.04 | ) | (0.06 | ) |
Net realized and unrealized gain (loss) | | (3.04 | ) | 1.03 | | 0.35 | | 1.21 | | 1.22 | |
Total operations | | (3.05 | ) | 0.99 | | 0.30 | | 1.17 | | 1.16 | |
Distributions | | | | | | | | | | | |
From net realized gains | | (1.95 | ) | (1.08 | ) | (1.02 | ) | (2.44 | ) | — | |
Total distributions | | (1.95 | ) | (1.08 | ) | (1.02 | ) | (2.44 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 5.27 | | $ | 10.27 | | $ | 10.36 | | $ | 11.08 | | $ | 12.35 | |
Total Return(b) | | (36.25 | )% | 9.61 | % | 3.59 | % | 10.61 | % | 10.37 | % |
Net Assets End of Year (000’s) | | $ | 102,260 | | $ | 224,187 | | $ | 253,644 | | $ | 326,681 | | $ | 308,252 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.83 | % | 0.82 | % | 0.84 | % | 0.81 | % | 0.79 | % |
Net investment loss, to average net assets | | (0.13 | )% | (0.40 | )% | (0.48 | )% | (0.36 | )% | (0.51 | )% |
Portfolio turnover rate | | 30 | % | 45 | % | 34 | % | 49 | % | 27 | % |
For a share outstanding throughout each period
| | Service Class Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 10.14 | | $ | 10.25 | | $ | 11.00 | | $ | 12.30 | | $ | 11.17 | |
Investment Operations | | | | | | | | | | | |
Net investment loss(a) | | (0.03 | ) | (0.07 | ) | (0.08 | ) | (0.07 | ) | (0.08 | ) |
Net realized and unrealized gain (loss) | | (3.00 | ) | 1.01 | | 0.35 | | 1.21 | | 1.21 | |
Total operations | | (3.03 | ) | 0.94 | | 0.27 | | 1.14 | | 1.13 | |
Distributions | | | | | | | | | | | |
From net realized gains | | (1.92 | ) | (1.05 | ) | (1.02 | ) | (2.44 | ) | — | |
Total distributions | | (1.92 | ) | (1.05 | ) | (1.02 | ) | (2.44 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 5.19 | | $ | 10.14 | | $ | 10.25 | | $ | 11.00 | | $ | 12.30 | |
Total Return(b) | | (36.40 | )% | 9.27 | % | 3.34 | % | 10.40 | % | 10.12 | % |
Net Assets End of Year (000’s) | | $ | 7,434 | | $ | 16,329 | | $ | 17,411 | | $ | 16,877 | | $ | 7,525 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.08 | % | 1.07 | % | 1.09 | % | 1.06 | % | 1.05 | % |
Net investment loss, to average net assets | | (0.38 | )% | (0.64 | )% | (0.73 | )% | (0.63 | )% | (0.74 | )% |
Portfolio turnover rate | | 30 | % | 45 | % | 34 | % | 49 | % | 27 | % |
(a) | | Calculation is based on average number of shares outstanding. |
(b) | | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
10
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, T. Rowe Price Small Cap also changed its name to Transamerica T. Rowe Price Small Cap VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by Transamerica Asset Management Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commission during the year ended December 31, 2008 of $1 is included in net realized loss in the Statement of Operations.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Real Estate Investment Trusts (“REITs”): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates.
Dividend income is recorded at management’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year end and may differ from the estimated amounts.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) (“Western Reserve”) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following rate:
0.75% of average daily net assets
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.00% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
The sub-adviser, T. Rowe Price, has agreed to a pricing discount based on aggregate assets that it manages in TST. There was no discount received by the Fund for the year ended December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
12
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | 0.15 | % |
Service Class | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $5 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 49,171 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 110,619 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | (235 | ) |
Undistributed (accumulated) net investment income (loss) | | $ | 235 | |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | — | |
13
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. (continued)
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 496 | |
Long-term Capital Gain | | 23,426 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 2,620 | |
Long-term Capital Gain | | 31,937 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | — | |
Undistributed Long-term Capital Gain | | $ | 5,071 | |
Capital Loss Carryforward | | $ | — | |
Post October Capital Loss Deferral | | $ | (3,542 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (41,295 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
14
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica T. Rowe Price Small Cap VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica T. Rowe Price Small Cap VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
15
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $31,937 for the year ended December 31, 2008.
16
Transamerica Templeton Global VP
(unaudited)
MARKET ENVIRONMENT
Transamerica Investment Management, LLC:
The year ended December 31, 2008, was exceptionally challenging for investors. As problems in the credit markets spread to other segments of the economy, unemployment rose to 7.2%, home prices fell for the third consecutive year, consumer confidence declined, and U.S. gross domestic product (“GDP”) shrank. The financial markets responded to these events with substantial losses.
The credit problems in the financial sector and a near-freeze in the funding market prompted the U.S. government to intervene early in the year with a $160 billion economic stimulus package intended to stave off an economic collapse. However, in the second quarter it became evident that the credit crisis had not only spread beyond the financial sector but also beyond U.S. borders. Subsequent attempts to stabilize the U.S. monetary system and economy with capital injections came from the Federal Reserve Board (“Fed”) and the federal government. Further, throughout the course of the year, the Fed lowered short-term interest rates from 4.25% to an unprecedented target range of 0-0.25%. China and Europe also cut interest rates in an effort to stimulate growth.
As the year came to a close, falling energy prices and the historic election of the 44th U.S. President gave the markets a much-needed confidence boost. Investor confidence plummeted once again, however, when the Big Three automakers announced they were unable to continue funding operations without government assistance, sending ripples throughout the markets, especially among industrial suppliers to the automakers.
Templeton Investment Counsel, LLC:
During 2008, the global economy felt the effects of decelerating growth in the U.S. where housing prices declined, consumer demand softened, and a credit crisis originally related to U.S. sub-prime loan losses intensified. Fear of recession spanned the entire period, and in the summer most economists agreed that a recession had already begun. By then, the faltering U.S. economy had negatively impacted growth prospects around the world.
In an environment of extremely high commodity prices that increased inflationary pressure, the world’s monetary authorities faced the choice of lowering short-term interest rates to stimulate growth or raising them to fight rising inflation. Stimulus provided through fiscal and monetary policies implemented around the globe sought to restore financial market stability and reignite economic growth. The U.S. dollar, which had declined earlier in the period versus many of the world’s currencies, regained ground quickly toward period-end as a flight to the relative safety of U.S. Treasuries prevailed.
In this challenging economic time, volatility came to define global equity markets. Virtually all local indexes ended the 12-month period with marked losses.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Templeton Global VP Initial Class returned (43.67)%. By comparison its benchmark, Morgan Stanley Capital International World Index (“MSCI World (USD)”), returned (40.33)%.
STRATEGY REVIEW
Transamerica Investment Management, LLC:
The portfolio’s underperformance was largely a result of weak returns posted by individual holdings in the information technology and consumer discretionary sectors. Also pressuring relative performance were the portfolio’s underweight position in the consumer staples sector and an overweight position in the more cyclical industrials sector.
Within technology, strong demand for Apple, Inc.’s Macs, Nanos and iPhones was undermined by continued rumors of management change. In addition, some investors believe growth in demand for the iPod has reached a plateau. We maintained our position, convinced that Apple will stay on the cutting edge of personal technology devices and we believe will continue to gain market share. We were not as optimistic about Research in Motion, Ltd., the largest detractor from relative performance. We believe the maker of the BlackBerry wireless platform has fallen behind in its technology for phones, prompting us to liquidate our position.
Another significant detractor from relative performance was CME Group, Inc. A slowdown in the company’s monthly trading volumes compared to rapid volume growth in 2007 caused the stock to sell off. We believe CME will continue to gain market share with development of several new exchange traded products and maintained our position.
On the upside, the portfolio’s relative results benefited from an underweight position in the poorly performing energy sector and strong stock selection within the healthcare and materials sectors (e.g., Gilead Sciences, Inc. and Sigma-Aldrich Corp.). A biotech company that develops therapeutic treatments for infectious, life-threatening diseases such as HIV, Gilead proved resilient to the economic downturn. Although Sigma is technically a chemicals company, it serves the healthcare industry by providing chemical products and kits used in scientific, genomic, pharmaceutical and biotech research. We believe a stable business model, expanding margins and strong cash flow bode well for this company.
1
Templeton Investment Counsel, LLC:
During the year under review the international portion of the portfolio performed better than the benchmark MSCIW, yet had several detractors from relative performance. On a regional basis, Asia represented the largest detractor from relative performance. An underweight position and our stock selection in Japan were also detrimental. Within Europe, stock selection in Norway and Germany negatively impacted the portfolio’s relative results although our European allocation in aggregate performed better than European holdings in the index.
On a sector basis, stock selection and overweighting in the industrials sector hurt portfolio performance. Specifically, two stocks held in this sector: Koninklijke Philips Electronics NV and Empresa Brasileira de Aeronautica SA were notable detractors, with each falling more than 50% in value during the year. Elsewhere, an overweight position and our stock selection in information technology stocks hindered relative performance, as did an underweight position in utilities. Within the information technology sector, Infineon Technologies AG performed poorly. Additional stock-specific detractors included Norwegian telecommunications provider Telenor ASA, Singaporean electronics manufacturer Flextronics International, Ltd., Dutch insurance and financial services company ING Groep NV, and French provider of video solutions, Thomson.
During the period, the U.S. dollar appreciated against most foreign currencies, which also hurt the portfolio’s performance because investments in securities with non-U.S. currency exposure lost value as the dollar rose.
Turning to positive contributors to performance, the portfolio’s European allocation boosted relative results largely due to stock selection in the U.K., France and Ireland. Stock selection in North America and the Middle East and Africa also aided relative performance. Our significantly underweight position and stock selection in the financials sector positively contributed to the portfolio’s results, aided by our light exposure to commercial banks and stock selection among insurance companies. Our investment in Promise Co., Ltd. was one standout positive performer within the financials sector. The portfolio’s energy and materials sector holdings also performed relatively well. Notable energy sector contributors included Italy’s ENI SpA and France’s Total SA. Within the materials sector, significant underweighting in metals and mining stocks aided relative results. Other top contributors included Novartis AG and Nestle SA.
Gary U. Rollé, CFA
Co-Portfolio Manager
Transamerica Investment Management, LLC
Tina Sadler, CFA
Antonio T. Docal, CFA
Gary Motyl, CFA
Co-Portfolio Managers
Templeton Investment Counsel, LLC
2
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (43.67 | )% | (2.00 | )% | (1.08 | )% | 7.06 | % | 12/03/1992 | |
MSCI World (USD)* | | (40.33 | )% | 0.00 | % | (0.19 | )% | 6.07 | % | 12/03/1992 | |
Service Class | | (43.81 | )% | (2.24 | )% | N/A | | 1.96 | % | 05/01/2003 | |
NOTES
* The Morgan Stanley Capital International - World (MSCI - World (USD)) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
International investing involves special risks including currency fluctuations, political instability, and different financial accounting standards. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
3
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 657.68 | | 0.88 | % | $ | 3.67 | |
Hypothetical (b) | | 1,000.00 | | 1,020.71 | | 0.88 | | 4.47 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 657.06 | | 1.13 | | 4.71 | |
Hypothetical (b) | | 1,000.00 | | 1,019.46 | | 1.13 | | 5.74 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Region
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
4
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (97.9%) | | | | | |
Australia (0.6%) | | | | | |
Alumina, Ltd. | | 298,728 | | $ | 301 | |
National Australia Bank, Ltd. | | 103,940 | | 1,528 | |
Austria (0.6%) | | | | | |
Telekom Austria AG | | 122,840 | | 1,787 | |
Bermuda (1.5%) | | | | | |
Tyco Electronics, Ltd. | | 270,000 | | 4,377 | |
Brazil (0.6%) | | | | | |
Cia Vale do Rio Doce -Class B ADR ^ | | 47,630 | | 577 | |
Empresa Brasileira de Aeronautica SA ADR ^ | | 75,590 | | 1,225 | |
China (0.3%) | | | | | |
China Telecom Corp., Ltd. | | 2,074,000 | | 784 | |
Denmark (0.4%) | | | | | |
Vestas Wind Systems ‡ | | 19,650 | | 1,156 | |
Finland (0.6%) | | | | | |
Stora Enso OYJ -Class R | | 111,170 | | 881 | |
UPM-Kymmene OYJ | | 67,420 | | 864 | |
France (7.7%) | | | | | |
Accor SA | | 21,680 | | 1,068 | |
AXA SA | | 116,760 | | 2,621 | |
France Telecom SA | | 162,320 | | 4,524 | |
Michelin -Class B | | 32,354 | | 1,709 | |
Sanofi-Aventis SA | | 57,895 | | 3,703 | |
Suez SA | | 48,100 | | 2,334 | |
Suez Environnement SA ^ | | 12,025 | | 203 | |
Total SA | | 68,028 | | 3,740 | |
Vivendi | | 79,020 | | 2,576 | |
Germany (6.6%) | | | | | |
Bayerische Motoren Werke AG | | 65,120 | | 2,000 | |
Celesio AG | | 60,270 | | 1,631 | |
Daimler AG | | 45,000 | | 1,723 | |
Deutsche Post AG | | 131,070 | | 2,217 | |
E.ON AG ADR | | 77,460 | | 3,157 | |
Infineon Technologies AG ‡ | | 356,420 | | 480 | |
Merck KGAA | | 21,450 | | 1,919 | |
Muenchener Rueckversicherungs AG | | 12,400 | | 1,925 | |
SAP AG | | 53,890 | | 1,956 | |
Siemens AG | | 36,220 | | 2,727 | |
Hong Kong (0.8%) | | | | | |
Cheung Kong Holdings, Ltd. | | 151,000 | | 1,440 | |
Hutchison Whampoa, Ltd. | | 186,000 | | 939 | |
Ireland (0.4%) | | | | | |
CRH PLC | | 52,020 | | 1,337 | |
Israel (0.7%) | | | | | |
Check Point Software Technologies ‡ ^ | | 107,465 | | 2,041 | |
Italy (1.6%) | | | | | |
Autogrill SpA | | 102,681 | | 787 | |
ENI SpA ADR ^ | | 53,235 | | 2,546 | |
UniCredit SpA | | 491,147 | | 1,249 | |
Japan (5.1%) | | | | | |
Fujifilm Holdings Corp. | | 54,300 | | 1,212 | |
Konica Minolta Holdings, Inc. | | 173,500 | | 1,350 | |
Mabuchi Motor Co., Ltd. ^ | | 37,100 | | 1,538 | |
Mitsubishi UFJ Financial Group, Inc. ADR ^ | | 126,400 | | 785 | |
Nintendo Co., Ltd. | | 5,900 | | 2,255 | |
Olympus Corp. ^ | | 87,300 | | 1,748 | |
Promise Co., Ltd. ^ | | 79,000 | | 2,004 | |
Sony Corp. ADR | | 32,890 | | 719 | |
Takeda Pharmaceutical Co., Ltd. | | 25,900 | | 1,350 | |
Toyota Motor Corp. | | 40,700 | | 1,345 | |
Uss Co., Ltd. | | 22,960 | | 1,218 | |
Korea, Republic of (1.5%) | | | | | |
KB Financial Group, Inc. ADR ^ | | 25,790 | | 676 | |
Korea Electric Power Corp. ADR ^ | | 73,030 | | 848 | |
Samsung Electronics Co., Ltd. -144A GDR | | 16,150 | | 2,845 | |
Netherlands (1.7%) | | | | | |
ING Groep NV | | 105,910 | | 1,166 | |
ING Groep NV ADR ^ | | 17,960 | | 199 | |
Koninklijke Philips Electronics NV ^ | | 89,830 | | 1,781 | |
Randstad Holding NV ^ | | 38,730 | | 790 | |
Reed Elsevier NV | | 79,569 | | 946 | |
Norway (0.7%) | | | | | |
Aker Kvaerner ASA | | 53,800 | | 356 | |
Telenor ASA | | 281,100 | | 1,896 | |
Singapore (1.7%) | | | | | |
DBS Group Holdings, Ltd. | | 300,000 | | 1,767 | |
DBS Group Holdings, Ltd. ADR ^ | | 5,190 | | 139 | |
Flextronics International, Ltd. ‡ ^ | | 192,250 | | 492 | |
Singapore Telecommunications, Ltd. | | 1,477,000 | | 2,632 | |
South Africa (0.5%) | | | | | |
Sasol, Ltd. ADR ^ | | 52,390 | | 1,589 | |
Spain (1.8%) | | | | | |
Banco Santander SA | | 80,777 | | 780 | |
Telefonica SA | | 197,034 | | 4,447 | |
Sweden (0.8%) | | | | | |
Loomis AB ‡ | | 21,802 | | 135 | |
Nordea Bank AB | | 203,350 | | 1,472 | |
Securitas AB -Class B | | 109,010 | | 918 | |
Switzerland (6.1%) | | | | | |
ACE, Ltd. | | 61,040 | | 3,230 | |
Adecco SA | | 39,740 | | 1,360 | |
Lonza Group AG ^ | | 23,140 | | 2,145 | |
Nestle SA ADR ^ | | 97,100 | | 3,855 | |
Novartis AG ADR | | 69,520 | | 3,459 | |
Roche Holding AG | | 8,180 | | 1,266 | |
Swiss Reinsurance | | 35,870 | | 1,756 | |
UBS AG | | 53,288 | | 775 | |
Taiwan (1.2%) | | | | | |
Chunghwa Telecom Co., Ltd. ADR | | 50,381 | | 786 | |
Lite-On Technology Corp. GDR | | 195,171 | | 1,276 | |
Taiwan Semiconductor Manufacturing Co. Ltd. ADR ^ | | 195,214 | | 1,542 | |
Turkey (0.7%) | | | | | |
Turkcell Iletisim Hizmet AS ADR ^ | | 146,280 | | 2,133 | |
United Kingdom (11.5%) | | | | | |
Aviva PLC | | 277,440 | | 1,572 | |
BAE Systems PLC | | 352,260 | | 1,917 | |
BP PLC ADR ^ | | 88,370 | | 4,130 | |
British Sky Broadcasting Group PLC | | 247,600 | | 1,749 | |
Cadbury PLC | | 121,600 | | 1,075 | |
Compass Group PLC | | 289,960 | | 1,446 | |
GlaxoSmithKline PLC | | 153,427 | | 2,853 | |
Group 4 Securicor PLC | | 501,310 | | 1,493 | |
HSBC Holdings PLC | | 125,782 | | 1,231 | |
Kingfisher PLC ADR ^ | | 196,100 | | 767 | |
Kingfisher PLC | | 328,470 | | 647 | |
Pearson PLC | | 194,220 | | 1,831 | |
Rolls-Royce Group PLC § ‡ | | 376,355 | | 1,841 | |
Royal Bank of Scotland PLC | | 425,077 | | 313 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
5
| | Shares | | Value | |
United Kingdom (continued) | | | | | |
Royal Dutch Shell PLC -Class B | | 90,252 | | $ | 2,288 | |
Tesco PLC | | 321,170 | | 1,672 | |
Unilever PLC | | 107,594 | | 2,471 | |
Vodafone Group PLC | | 1,824,401 | | 3,736 | |
Wolseley PLC | | 137,620 | | 767 | |
United States (42.2%) | | | | | |
Allergan, Inc. | | 70,000 | | 2,822 | |
Amazon.com, Inc. ‡ ^ | | 110,000 | | 5,641 | |
American Express Co. | | 100,000 | | 1,855 | |
Apple, Inc. ‡ ^ | | 65,000 | | 5,548 | |
AT&T, Inc. | | 122,000 | | 3,477 | |
Becton Dickinson & Co. | | 45,000 | | 3,078 | |
Boeing Co. | | 50,000 | | 2,134 | |
BorgWarner, Inc. ^ | | 122,820 | | 2,674 | |
Caterpillar, Inc. ^ | | 70,000 | | 3,127 | |
Charles Schwab Corp. | | 170,000 | | 2,749 | |
Cisco Systems, Inc. ‡ | | 160,000 | | 2,608 | |
CME Group, Inc. -Class A | | 13,000 | | 2,705 | |
Ecolab, Inc. | | 83,000 | | 2,917 | |
Emerson Electric Co. | | 54,400 | | 1,992 | |
Expeditors International of Washington, Inc. ^ | | 135,000 | | 4,491 | |
General Electric Co. ^ | | 260,000 | | 4,212 | |
Gilead Sciences, Inc. ‡ ^ | | 190,000 | | 9,717 | |
Google, Inc. -Class A ‡ | | 16,000 | | 4,922 | |
Interpublic Group of Cos., Inc. ‡ | | 1 | | ¨ | |
Jacobs Engineering Group, Inc. ‡ | | 100,000 | | 4,810 | |
Johnson Controls, Inc. | | 253,200 | | 4,598 | |
PACCAR, Inc. | | 120,000 | | 3,432 | |
Praxair, Inc. | | 138,000 | | 8,192 | |
Qualcomm, Inc. | | 165,000 | | 5,912 | |
Raytheon Co. ^ | | 132,000 | | 6,737 | |
Sigma-Aldrich Corp. ^ | | 116,000 | | 4,900 | |
T. Rowe Price Group, Inc. ^ | | 114,025 | | 4,041 | |
Union Pacific Corp. ^ | | 96,000 | | 4,589 | |
Varian Medical Systems, Inc. ‡ ^ | | 126,000 | | 4,415 | |
Walt Disney Co. | | 110,000 | | 2,496 | |
Wells Fargo & Co. ^ | | 165,000 | | 4,864 | |
Total Common Stocks (cost $374,977) | | | | $ | 290,467 | |
| | | | | |
RIGHTS (0.1%) | | | | | |
Singapore (0.1%) | | | | | |
DBS Group Holdings, Ltd. | | 149,999 | | 312 | |
Total Rights (cost $453) | | | | 312 | |
| | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (2.1%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $6,329 on 01/02/2009 à • | | $ | 6,329 | | 6,329 | |
Total Repurchase Agreement (cost $6,329) | | | | 6,329 | |
| | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (12.0%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 35,424,300 | | 35,424 | |
Total Securities Lending Collateral (cost $35,424) | | | | 35,424 | |
| | | | | |
Total Investment Securities (cost $417,183) # | | | | $ | 332,532 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
6
At December 31, 2008
(all amounts in thousands)
INVESTMENTS BY INDUSTRY (unaudited): | | Percentage of Total Investments | | Value | |
Diversified Telecommunication Services | | 6.1 | % | $ | 20,335 | |
Pharmaceuticals | | 5.2 | % | 17,374 | |
Chemicals | | 4.8 | % | 16,009 | |
Commercial Banks | | 4.6 | % | 15,116 | |
Oil, Gas & Consumable Fuels | | 4.3 | % | 14,293 | |
Aerospace & Defense | | 4.2 | % | 13,854 | |
Insurance | | 3.3 | % | 11,105 | |
Electronic Equipment & Instruments | | 3.1 | % | 10,464 | |
Biotechnology | | 2.9 | % | 9,717 | |
Industrial Conglomerates | | 2.9 | % | 9,659 | |
Media | | 2.9 | % | 9,597 | |
Health Care Equipment & Supplies | | 2.8 | % | 9,240 | |
Auto Components | | 2.7 | % | 8,981 | |
Communications Equipment | | 2.6 | % | 8,520 | |
Capital Markets | | 2.3 | % | 7,565 | |
Food Products | | 2.2 | % | 7,401 | |
Computers & Peripherals | | 2.1 | % | 6,823 | |
Air Freight & Logistics | | 2.0 | % | 6,708 | |
Machinery | | 2.0 | % | 6,559 | |
Software | | 1.9 | % | 6,251 | |
Wireless Telecommunication Services | | 1.8 | % | 5,868 | |
Internet & Catalog Retail | | 1.7 | % | 5,641 | |
Automobiles | | 1.5 | % | 5,068 | |
Internet Software & Services | | 1.5 | % | 4,922 | |
Construction & Engineering | | 1.4 | % | 4,810 | |
Road & Rail | | 1.4 | % | 4,589 | |
Diversified Financial Services | | 1.2 | % | 4,070 | |
Electric Utilities | | 1.2 | % | 4,004 | |
Consumer Finance | | 1.2 | % | 3,859 | |
Hotels, Restaurants & Leisure | | 1.0 | % | 3,301 | |
Electrical Equipment | | 0.9 | % | 3,148 | |
Specialty Retail | | 0.8 | % | 2,632 | |
Commercial Services & Supplies | | 0.8 | % | 2,546 | |
Multi-Utilities | | 0.7 | % | 2,537 | |
Professional Services | | 0.7 | % | 2,151 | |
Life Sciences Tools & Services | | 0.6 | % | 2,145 | |
Semiconductors & Semiconductor Equipment | | 0.6 | % | 2,022 | |
Paper & Forest Products | | 0.5 | % | 1,745 | |
Food & Staples Retailing | | 0.5 | % | 1,672 | |
Health Care Providers & Services | | 0.5 | % | 1,631 | |
Real Estate Management & Development | | 0.4 | % | 1,440 | |
Office Electronics | | 0.4 | % | 1,350 | |
Construction Materials | | 0.4 | % | 1,337 | |
Metals & Mining | | 0.3 | % | 878 | |
Trading Companies & Distributors | | 0.2 | % | 767 | |
Household Durables | | 0.2 | % | 719 | |
Energy Equipment & Services | | 0.1 | % | 356 | |
Investment Securities, at Value | | 87.4 | % | 290,779 | |
Short-Term Investments | | 12.6 | % | 41,753 | |
Total Investments | | 100.0 | % | $ | 332,532 | |
The notes to the financial statements are an integral part of this report.
7
NOTES TO THE SCHEDULE OF INVESTMENTS:
^ | | All or a portion of this security is on loan. The value of all securities on loan is $34,447. |
§ | | Illiquid. These securities aggregated $1,841 or 0.62% of the Fund’s net assets. |
‡ | | Non-income producing security. |
¨ | | Value is less than $1. |
• | | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 05/14/2009, and with a market value plus accrued interest of $6,999. |
à | | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
p | | Interest rate shown reflects the yield at 12/31/2008. |
# | | Aggregate cost for federal income tax purposes is $418,651. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $15,833 and $101,952, respectively. Net unrealized depreciation for tax purposes is $86,119. |
DEFINITIONS:
144A | | 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities are deemed to be liquid for purposes of compliance limitations on holdings of illiquid securities and may be resold as transactions exempt from registration, normally to qualified institutional buyers. At 12/31/2008, these securities aggregated $2,845, or 0.96% of the Fund’s net assets. |
ADR | | American Depositary Receipt |
GDR | | Global Depositary Receipt |
PLC | | Public Limited Company |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 203,484 | | $ | 129,048 | | $ | — | | $ | 332,532 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
8
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $417,183) (including securities loaned of $34,447) | | $ | 332,532 | |
Foreign currency (cost: $2) | | 2 | |
Receivables: | | | |
Investment securities sold | | 43 | |
Shares sold | | 12 | |
Income from loaned securities | | 40 | |
Dividends | | 503 | |
Dividend reclaims | | 107 | |
| | 333,239 | |
Liabilities: | | | |
Investment securities purchased | | 507 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 244 | |
Management and advisory fees | | 194 | |
Distribution and service fees | | 2 | |
Administration fees | | 5 | |
Payable for collateral for securities on loan | | 35,424 | |
Other | | 147 | |
| | 36,523 | |
Net Assets | | $ | 296,716 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 215 | |
Additional paid-in capital | | 637,222 | |
Undistributed net investment income | | 5,509 | |
Accumulated net realized loss from investment securities and foreign currency transactions | | (261,570 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (84,651 | ) |
Translation of assets and liabilities denominated in foreign currencies | | (9 | ) |
Net Assets | | $ | 296,716 | |
Net Assets by Class: | | | |
Initial Class | | $ | 288,218 | |
Service Class | | 8,498 | |
Shares Outstanding: | | | |
Initial Class | | 20,851 | |
Service Class | | 619 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 13.82 | |
Service Class | | 13.74 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $996) | | $ | 12,945 | |
Interest | | 113 | |
Income from loaned securities-net | | 446 | |
| | 13,504 | |
Expenses: | | | |
Management and advisory fees | | 3,521 | |
Printing and shareholder reports | | 89 | |
Custody fees | | 150 | |
Administration fees | | 94 | |
Legal fees | | 20 | |
Audit fees | | 21 | |
Trustees fees | | 14 | |
Transfer agent fees | | 7 | |
Distribution and service fees: | | | |
Service Class | | 43 | |
Other | | 20 | |
Total expenses | | 3,979 | |
| | | |
Net Investment Income | | 9,525 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (24,874 | ) |
Foreign currency transactions | | (1,076 | ) |
| | (25,950 | ) |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (237,614 | ) |
Translation of assets and liabilities denominated in foreign currencies | | (9 | ) |
| | (237,623 | ) |
Net Realized and Unrealized Loss | | (263,573 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (254,048 | ) |
The notes to the financial statements are an integral part of this report.
9
STATEMENT OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 9,525 | | $ | 8,225 | |
Net realized gain (loss) from investment securities and foreign currency transactions | | (25,950 | ) | 50,257 | |
Change in net unrealized appreciation (depreciation) on investment securities and foreign currency translation | | (237,623 | ) | 30,281 | |
Net increase (decrease) in net assets resulting from operations | | (254,048 | ) | 88,763 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (8,647 | ) | (9,253 | ) |
Service Class | | (265 | ) | (279 | ) |
| | (8,912 | ) | (9,532 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 9,879 | | 38,554 | |
Service Class | | 4,893 | | 17,567 | |
| | 14,772 | | 56,121 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 8,647 | | 9,253 | |
Service Class | | 265 | | 279 | |
| | 8,912 | | 9,532 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (88,190 | ) | (111,395 | ) |
Service Class | | (11,728 | ) | (12,220 | ) |
| | (99,918 | ) | (123,615 | ) |
Net decrease in net assets from capital shares transactions | | (76,234 | ) | (57,962 | ) |
Net increase (decrease) in net assets | | (339,194 | ) | 21,269 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 635,910 | | 614,641 | |
End of year | | $ | 296,716 | | $ | 635,910 | |
Undistributed Net Investment Income | | $ | 5,509 | | $ | 5,456 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 476 | | 1,642 | |
Service Class | | 243 | | 750 | |
| | 719 | | 2,392 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 427 | | 404 | |
Service Class | | 13 | | 12 | |
| | 440 | | 416 | |
Shares redeemed: | | | | | |
Initial Class | | (4,504 | ) | (4,731 | ) |
Service Class | | (615 | ) | (529 | ) |
| | (5,119 | ) | (5,260 | ) |
Net decrease in shares outstanding: | | | | | |
Initial Class | | (3,601 | ) | (2,685 | ) |
Service Class | | (359 | ) | 233 | |
| | (3,960 | ) | (2,452 | ) |
The notes to the financial statements are an integral part of this report.
10
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 25.01 | | $ | 22.05 | | $ | 18.81 | | $ | 17.69 | | $ | 16.15 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.41 | | 0.31 | | 0.27 | | 0.21 | | 0.14 | |
Net realized and unrealized gain (loss) | | (11.21 | ) | 3.02 | | 3.23 | | 1.10 | | 1.40 | |
Total operations | | (10.80 | ) | 3.33 | | 3.50 | | 1.31 | | 1.54 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.39 | ) | (0.37 | ) | (0.26 | ) | (0.19 | ) | — | |
Total distributions | | (0.39 | ) | (0.37 | ) | (0.26 | ) | (0.19 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 13.82 | | $ | 25.01 | | $ | 22.05 | | $ | 18.81 | | $ | 17.69 | |
Total Return(b) | | (43.67 | )% | 15.24 | % | 18.79 | % | 7.47 | % | 9.54 | % |
Net Assets End of Year (000’s) | | $ | 288,218 | | $ | 611,618 | | $ | 598,312 | | $ | 581,669 | | $ | 642,460 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.84 | % | 0.85 | % | 0.87 | % | 0.90 | % | 0.95 | % |
Net investment income, to average net assets | | 2.03 | % | 1.31 | % | 1.35 | % | 1.20 | % | 0.84 | % |
Portfolio turnover rate | | 18 | % | 34 | % | 59 | % | 61 | % | 139 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 24.85 | | $ | 21.93 | | $ | 18.73 | | $ | 17.65 | | $ | 16.15 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.37 | | 0.26 | | 0.21 | | 0.16 | | 0.12 | |
Net realized and unrealized gain (loss) | | (11.15 | ) | 2.99 | | 3.23 | | 1.10 | | 1.38 | |
Total operations | | (10.78 | ) | 3.25 | | 3.44 | | 1.26 | | 1.50 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.33 | ) | (0.33 | ) | (0.24 | ) | (0.18 | ) | — | |
Total distributions | | (0.33 | ) | (0.33 | ) | (0.24 | ) | (0.18 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 13.74 | | $ | 24.85 | | $ | 21.93 | | $ | 18.73 | | $ | 17.65 | |
Total Return(b) | | (43.81 | )% | 14.98 | % | 18.45 | % | 7.23 | % | 9.29 | % |
Net Assets End of Year (000’s) | | $ | 8,498 | | $ | 24,292 | | $ | 16,329 | | $ | 7,930 | | $ | 3,911 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.09 | % | 1.10 | % | 1.12 | % | 1.15 | % | 1.19 | % |
Net investment income, to average net assets | | 1.83 | % | 1.11 | % | 1.02 | % | 0.88 | % | 0.73 | % |
Portfolio turnover rate | | 18 | % | 34 | % | 59 | % | 61 | % | 139 | % |
(a) | Calculation is based on average number of shares outstanding. |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
11
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Templeton Transamerica Global also changed its name to Transamerica Templeton Global VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
12
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $3 are included in net realized loss in the Statement of Operations.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
Foreign currency denominated assets may involve risks not typically associated with domestic transactions. These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Transamerica Investment Management, LLC (“TIM”) is both an affiliate of the Fund and is a sub-adviser of the Fund.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $500 million | | 0.75 | % |
Over $500 million up to $1.5 billion | | 0.725 | % |
Over $1.5 billion | | 0.70 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
13
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $12 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 83,015 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 150,388 | |
U.S. Government | | — | |
| | | | |
14
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | (560 | ) |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | 560 | |
The capital loss carryforwards are available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the periods listed:
Capital Loss Carryforwards | | Available Through | |
$ | 190,887 | | December 31, 2010 | |
$ | 45,010 | | December 31, 2011 | |
$ | 15,411 | | December 31, 2016 | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 9,532 | |
Long-term Capital Gain | | — | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 8,912 | |
Long-term Capital Gain | | — | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 5,798 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (251,308 | ) |
Post October Capital Loss Deferral | | $ | (9,084 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (86,127 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
15
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Templeton Global VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Templeton Global VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
16
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made no Long-Term Capital Gain Designation for the year ended December 31, 2008.
17
Transamerica Third Avenue Value VP
(unaudited)
MARKET ENVIRONMENT
December concluded a very challenging year for equity markets, with virtually all benchmarks ending the 12-month period in deep negative territory. The year was characterized by extreme investor pessimism, which resulted in persistent market volatility, a worsening global credit crisis and falling energy prices. While the situation may seem bleak from a top-down perspective, we believe we have been presented with a golden opportunity to selectively add to stocks that fit our stringent financial and valuation criteria, which will allow us to be well positioned for a market recovery, when it occurs. We maintain a disciplined investment approach, focusing on companies with strong balance sheets and attractive net asset value growth prospects, whose securities are trading at substantial discounts. Despite disappointing performance in 2008, we believe the portfolio remains very well positioned for the long run.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Third Avenue Value VP Initial Class returned (41.15)%. By comparison its benchmark, the Russell 3000® Value Index (“Russell 3000® Value”), returned (36.25)%.
STRATEGY REVIEW
The portfolio is not focused on sector or country allocation. Thus, a key reason for the portfolio’s performance deviating from that of the Russell 3000® Value is the portfolio’s exposure to Hong Kong, which was the top detractor on a geographic level during the time period. The continued austerity measures implemented by the Chinese government to “cool down” the mainland property market have undoubtedly impacted a large number of the local developers, especially those who have not been able to obtain financing or have been forced to sell into a weak market. However, we believe our holdings, including Henderson Land Development Co. Ltd. and Hutchison Whampoa, Ltd. (which has a significant real estate presence), have the necessary financial strength to not only withstand the current turmoil, but to opportunistically add property assets.
The portfolio was also negatively impacted by the ongoing credit crisis, which has weighed most heavily on real estate-related and financial names, both in the U.S. and abroad. This includes real estate operating company Forest City Enterprises, Inc. The decline in Forest City Enterprises stock appeared to be driven by the overall deterioration in the U.S. commercial real estate market, and concerns regarding upcoming property refinancing (which in Forest City’s case is non-recourse so not an issue). Despite these near-term challenges, we believe the fundamentals and long-term business outlook for this holding remain solid.
On the positive side, there has been a huge flight to quality over the last several months, into well-capitalized regional banks, such as Brookline Bancorp, Inc., given its low-cost, diversified capital base as a depository institution. As such, the company was the portfolio’s top stock-specific contributor.
In conclusion, market volatility creates opportunities for patient investors like Transamerica Third Avenue Value VP. We believe our disciplined, value-oriented approach, with its focus on balance sheet strength, will reward investors in the long run.
Curtis Jensen
Yang Lie
Kathleen Crawford
Co-Portfolio Managers
Third Avenue Management LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (41.15 | )% | 0.50 | % | 7.51 | % | 6.12 | % | 01/02/1998 | |
Russell 3000 Value * | | (36.25 | )% | (0.72 | )% | 1.69 | % | 2.71 | % | 01/02/1998 | |
Service Class | | (41.28 | )% | 0.24 | % | N/A | | 5.78 | % | 05/01/2003 | |
NOTES
* The Russell 3000 Value Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
Investments in a “non-diversified” portfolio may be subject to specific risks such as susceptibility to single economic, political, or regulatory events, and may be subject to greater loss than investments in a diversified portfolio. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 649.41 | | 0.91 | % | $ | 3.77 | |
Hypothetical (b) | | 1,000.00 | | 1,020.56 | | 0.91 | | 4.62 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 648.42 | | 1.16 | | 4.81 | |
Hypothetical (b) | | 1,000.00 | | 1,019.30 | | 1.16 | | 5.89 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (92.0%) | | | | | |
Bermuda (3.1%) | | | | | |
Brookfield Infrastructure Partners, LP ^ | | 17,407 | | $ | 195 | |
BW Gas, Ltd. ‡ | | 181,506 | | 277 | |
Montpelier Re Holdings, Ltd. ^ | | 183,339 | | 3,078 | |
Nabors Industries, Ltd. ‡ ^ | | 156,135 | | 1,869 | |
Canada (13.0%) | | | | | |
Brookfield Asset Management, Inc. -Class A | | 415,176 | | 6,340 | |
Canfor Corp. ‡ | | 403,377 | | 2,483 | |
E-L Financial Corp., Ltd. § | | 3,796 | | 1,384 | |
EnCana Corp. | | 164,000 | | 7,623 | |
Power Corp. of Canada | | 281,936 | | 5,120 | |
Germany (0.7%) | | | | | |
Allianz SE | | 5,000 | | 532 | |
Lanxess AG | | 38,681 | | 754 | |
Hong Kong (14.9%) | | | | | |
Cheung Kong Holdings, Ltd. | | 769,847 | | 7,344 | |
Chong Hing Bank, Ltd. | | 258,360 | | 309 | |
Hang Lung Group, Ltd. | | 367,308 | | 1,122 | |
Hang Lung Properties, Ltd. | | 1,351,251 | | 2,967 | |
Henderson Land Development Co., Ltd. | | 1,774,462 | | 6,637 | |
Hutchison Whampoa, Ltd. | | 1,103,912 | | 5,573 | |
Wharf Holdings, Ltd. | | 945,478 | | 2,617 | |
Japan (15.7%) | | | | | |
Daiichi Sankyo Co., Ltd. | | 106,514 | | 2,519 | |
Mitsui Fudosan Co., Ltd. | | 482,538 | | 8,045 | |
Sapporo Holdings, Ltd. ^ | | 342,000 | | 2,166 | |
Tokio Marine Holdings, Inc. | | 237,650 | | 7,041 | |
Toyota Industries Corp. | | 375,193 | | 8,082 | |
Korea, Republic of (4.8%) | | | | | |
POSCO ADR ^ | | 111,839 | | 8,416 | |
Sweden (3.3%) | | | | | |
Investor AB -Class A | | 397,854 | | 5,858 | |
United Kingdom (0.2%) | | | | | |
Derwent London PLC REIT | | 39,000 | | 410 | |
United States (36.3%) | | | | | |
Alamo Group, Inc. ^ | | 120,129 | | 1,796 | |
Alexander & Baldwin, Inc. ^ | | 38,233 | | 958 | |
Applied Materials, Inc. | | 130,039 | | 1,317 | |
AVX Corp. ^ | | 541,695 | | 4,301 | |
Bank of New York Mellon Corp. | | 376,559 | | 10,668 | |
BEL Fuse, Inc. -Class A ^ | | 1,787 | | 32 | |
Bristow Group, Inc. ‡ ^ | | 58,702 | �� | 1,573 | |
Brookline Bancorp, Inc. ^ | | 146,198 | | 1,557 | |
Capital Southwest Corp. ^ | | 12,395 | | 1,341 | |
Cimarex Energy Co. ^ | | 232,804 | | 6,235 | |
CIT Group, Inc. ^ | | 91,083 | | 414 | |
Cross Country Healthcare, Inc. ‡ ^ | | 135,994 | | 1,195 | |
Electro Scientific Industries, Inc. ‡ | | 112,166 | | 762 | |
Electronics For Imaging, Inc. ‡ | | 84,921 | | 812 | |
Forest City Enterprises, Inc. -Class A ^ | | 321,423 | | 2,154 | |
Intel Corp. ^ | | 219,039 | | 3,211 | |
Leapfrog Enterprises, Inc. -Class A ‡ ^ | | 157,466 | | 551 | |
Legg Mason, Inc. ^ | | 133,979 | | 2,935 | |
Lexmark International, Inc. -Class A ‡ ^ | | 39,292 | | 1,057 | |
MBIA, Inc. ‡ | | 674,158 | | 2,744 | |
MDC Holdings, Inc. | | 30,732 | | | 931 | |
MGIC Investment Corp. ^ | | 79,353 | | 276 | |
NewAlliance Bancshares, Inc. ^ | | 75,115 | | 989 | |
Radian Group, Inc. | | 210,162 | | 773 | |
St Joe Co. ‡ ^ | | 225,780 | | 5,491 | |
St. Mary Land & Exploration Co. ^ | | 78,502 | | 1,594 | |
Superior Industries International, Inc. ^ | | 114,772 | | 1,207 | |
Sycamore Networks, Inc. ‡ ^ | | 858,179 | | 2,309 | |
Tejon Ranch Co. ‡ ^ | | 60,731 | | 1,502 | |
Tellabs, Inc. ‡ ^ | | 466,171 | | 1,921 | |
Westwood Holdings Group, Inc. ^ | | 60,707 | | 1,725 | |
Total Common Stocks (cost $223,236) | | | | 163,092 | |
| | | | | |
| | Principal | | | |
CONVERTIBLE BOND (0.2%) | | | | | |
United States (0.2%) | | | | | |
Forest City Enterprises, Inc. | | | | | |
3.63%, due 10/15/2011 | | $ | 700,000 | | 372 | |
Total Convertible Bond (cost $385) | | | | 372 | |
| | | | | |
SHORT-TERM U.S. GOVERNMENT OBLIGATIONS (6.8%) | | | | | |
United States (6.8%) | | | | | |
U.S. Treasury Bill | | | | | |
Zero Coupon, due 01/08/2009 - 04/09/2009^ | | 12,000 | | 11,986 | |
Total Short-Term U.S. Government Obligations (cost $11,986) | | | | 11,986 | |
| | | | | |
REPURCHASE AGREEMENT (1.1%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $1,922 on 01/02/2009 à · | | 1,922 | | 1,922 | |
Total Repurchase Agreement (cost $1,922) | | | | 1,922 | |
| | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (10.3%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 18,325,101 | | 18,325 | |
Total Securities Lending Collateral (cost $18,325) | | | | 18,325 | |
| | | | | |
Total Investment Securities (cost $255,854) # | | | | $ | 195,697 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
4
At December 31, 2008
(all amounts in thousands)
| | Percentage of Total Investments | | Value | |
INVESTMENTS BY INDUSTRY (unaudited): | | | | | |
Real Estate Management & Development | | 21.5 | % | $ | 41,972 | |
Insurance | | 10.2 | % | 19,900 | |
Capital Markets | | 8.5 | % | 16,669 | |
Oil, Gas & Consumable Fuels | | 8.0 | % | 15,729 | |
Auto Components | | 4.7 | % | 9,290 | |
Metals & Mining | | 4.3 | % | 8,416 | |
Industrial Conglomerates | | 4.2 | % | 8,190 | |
Diversified Financial Services | | 3.2 | % | 6,271 | |
Electronic Equipment & Instruments | | 2.6 | % | 5,063 | |
Semiconductors & Semiconductor Equipment | | 2.3 | % | 4,529 | |
Communications Equipment | | 2.2 | % | 4,261 | |
Thrifts & Mortgage Finance | | 1.8 | % | 3,596 | |
Energy Equipment & Services | | 1.8 | % | 3,442 | |
Pharmaceuticals | | 1.3 | % | 2,519 | |
Paper & Forest Products | | 1.3 | % | 2,483 | |
Beverages | | 1.1 | % | 2,166 | |
Computers & Peripherals | | 0.9 | % | 1,869 | |
Machinery | | 0.9 | % | 1,796 | |
Health Care Providers & Services | | 0.6 | % | 1,195 | |
Marine | | 0.5 | % | 958 | |
Household Durables | | 0.5 | % | 931 | |
Chemicals | | 0.4 | % | 754 | |
Leisure Equipment & Products | | 0.3 | % | 551 | |
Real Estate Investment Trusts | | 0.2 | % | 410 | |
Commercial Banks | | 0.1 | % | 309 | |
Electric Utilities | | 0.1 | % | 195 | |
Investment Securities, at Value | | 83.5 | % | 163,464 | |
Short-Term Investments | | 16.5 | % | 32,233 | |
Total Investments | | 100.0 | % | $ | 195,697 | |
NOTES TO SCHEDULE OF INVESTMENTS:
^ | | All or a portion of this security is on loan. The value of all securities on loan is $17,876. |
‡ | | Non-income producing security. |
· | | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 05/14/2009, and with a market value plus accrued interest of $1,975. |
à | | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
§ | | Illiquid. At 12/31/2008, these securities aggregated $1,384, or 0.78% of the Fund’s net assets. |
p | | Interest rate shown reflects the yield at 12/31/2008. |
# | | Aggregate cost for federal income tax purposes is $257,709. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $14,604 and $76,616, respectively. Net unrealized depreciation for tax purposes is $62,012. |
DEFINITIONS:
ADR | | American Depositary Receipt |
LP | | Limited Partnership |
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 119,164 | | $ | 76,533 | | $ | — | | $ | 195,697 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $255,855) (including securities loaned of $17,876) | | $ | 195,697 | |
Foreign currency (cost: $187) | | 186 | |
Receivables: | | | |
Investment securities sold | | 34 | |
Interest | | 7 | |
Income from loaned securities | | 23 | |
Dividends | | 107 | |
| | 196,054 | |
Liabilities: | | | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 269 | |
Management and advisory fees | | 124 | |
Distribution and service fees | | 4 | |
Administration fees | | 3 | |
Payable for collateral for securities on loan | | 18,325 | |
Other | | 75 | |
| | 18,800 | |
Net Assets | | $ | 177,254 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 209 | |
Additional paid-in capital | | 236,349 | |
Accumulated net investment loss | | (1,919 | ) |
Undistributed net realized gain from investment securities and foreign currency transactions | | 2,774 | |
Net unrealized depreciation on: | | | |
Investment securities | | (60,157 | ) |
Translation of assets and liabilities denominated in foreign currencies | | (2 | ) |
Net Assets | | $ | 177,254 | |
Net Assets by Class: | | | |
Initial Class | | $ | 160,338 | |
Service Class | | 16,916 | |
Shares Outstanding: | | | |
Initial Class | | 18,866 | |
Service Class | | 1,991 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 8.50 | |
Service Class | | 8.50 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $198) | | $ | 4,864 | |
Interest | | 321 | |
Income from loaned securities-net | | 557 | |
| | 5,742 | |
Expenses: | | | |
Management and advisory fees | | 2,366 | |
Printing and shareholder reports | | 28 | |
Custody fees | | 96 | |
Administration fees | | 59 | |
Legal fees | | 11 | |
Audit fees | | 21 | |
Trustees fees | | 7 | |
Transfer agent fees | | 5 | |
Distribution and service fees: | | | |
Service Class | | 86 | |
Other | | 8 | |
Total expenses | | 2,687 | |
| | | |
Net Investment Income | | 3,055 | |
| | | |
Net Realized Gain from: | | | |
Investment securities | | 2,678 | |
Foreign currency transactions | | (245 | ) |
| | 2,433 | |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (146,524 | ) |
Translation of assets and liabilities denominated in foreign currencies | | (3 | ) |
| | (146,527 | ) |
Net Realized and Unrealized Loss | | (144,094 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (141,039 | ) |
The notes to the financial statements are an integral part of this report.
6
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 3,055 | | $ | 7,179 | |
Net realized gain from investment securities and foreign currency transactions | | 2,433 | | 295,237 | |
Change in net unrealized depreciation on investment securities and foreign currency translation | | (146,527 | ) | (254,018 | ) |
Net increase (decrease) in net assets resulting from operations | | (141,039 | ) | 48,398 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (9,690 | ) | (16,201 | ) |
Service Class | | (1,114 | ) | (2,100 | ) |
| | (10,804 | ) | (18,301 | ) |
From net realized gains: | | | | | |
Initial Class | | (77,143 | ) | (58,048 | ) |
Service Class | | (10,017 | ) | (7,924 | ) |
| | (87,160 | ) | (65,972 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 15,942 | | 39,625 | |
Service Class | | 4,907 | | 16,915 | |
| | 20,849 | | 56,540 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 86,833 | | 74,248 | |
Service Class | | 11,131 | | 10,024 | |
| | 97,964 | | 84,272 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (88,428 | ) | (851,516 | ) |
Service Class | | (24,474 | ) | (18,111 | ) |
| | (112,902 | ) | (869,627 | ) |
Net increase (decrease) in net assets from capital shares transactions | | 5,911 | | (728,815 | ) |
Net decrease in net assets | | (233,092 | ) | (764,690 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 410,346 | | 1,175,036 | |
End of year | | $ | 177,254 | | $ | 410,346 | |
Undistributed (Accumulated) Net Investment Income (Loss) | | $ | (1,919 | ) | $ | 2,409 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 941 | | 1,478 | |
Service Class | | 301 | | 637 | |
| | 1,242 | | 2,115 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 6,936 | | 3,397 | |
Service Class | | 888 | | 459 | |
| | 7,824 | | 3,856 | |
Shares redeemed: | | | | | |
Initial Class | | (5,481 | ) | (31,009 | ) |
Service Class | | (1,605 | ) | (709 | ) |
| | (7,086 | ) | (31,718 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | 2,396 | | (26,134 | ) |
Service Class | | (416 | ) | 387 | |
| | 1,980 | | (25,747 | ) |
The notes to the financial statements are an integral part of this report.
7
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 21.75 | | $ | 26.33 | | $ | 24.22 | | $ | 20.98 | | $ | 16.93 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.17 | | 0.27 | | 0.25 | | 0.17 | | 0.09 | |
Net realized and unrealized gain (loss) | | (7.09 | ) | 0.07 | | 3.49 | | 3.74 | | 4.08 | |
Total operations | | (6.92 | ) | 0.34 | | 3.74 | | 3.91 | | 4.17 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.70 | ) | (1.07 | ) | (0.21 | ) | (0.12 | ) | (0.12 | ) |
From net realized gains | | (5.63 | ) | (3.85 | ) | (1.42 | ) | (0.55 | ) | — | |
Total distributions | | (6.33 | ) | (4.92 | ) | (1.63 | ) | (0.67 | ) | (0.12 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.50 | | $ | 21.75 | | $ | 26.33 | | $ | 24.22 | | $ | 20.98 | |
Total Return(b) | | (41.15 | )% | 1.20 | % | 16.07 | % | 18.81 | % | 24.81 | % |
Net Assets End of Year (000’s) | | $ | 160,338 | | $ | 358,128 | | $ | 1,121,918 | | $ | 971,322 | | $ | 574,721 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.88 | % | 0.87 | % | 0.86 | % | 0.87 | % | 0.86 | % |
Net investment income, to average net assets | | 1.06 | % | 1.05 | % | 1.00 | % | 0.74 | % | 0.47 | % |
Portfolio turnover rate | | 13 | % | 13 | % | 17 | % | 19 | % | 19 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 21.70 | | $ | 26.30 | | $ | 24.21 | | $ | 21.02 | | $ | 16.96 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.14 | | 0.19 | | 0.19 | | 0.12 | | 0.05 | |
Net realized and unrealized gain (loss) | | (7.09 | ) | 0.08 | | 3.49 | | 3.73 | | 4.09 | |
Total operations | | (6.95 | ) | 0.27 | | 3.68 | | 3.85 | | 4.14 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.62 | ) | (1.02 | ) | (0.17 | ) | (0.11 | ) | (0.08 | ) |
From net realized gains | | (5.63 | ) | (3.85 | ) | (1.42 | ) | (0.55 | ) | — | |
Total distributions | | (6.25 | ) | (4.87 | ) | (1.59 | ) | (0.66 | ) | (0.08 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.50 | | $ | 21.70 | | $ | 26.30 | | $ | 24.21 | | $ | 21.02 | |
Total Return(b) | | (41.28 | )% | 0.94 | % | 15.78 | % | 18.47 | % | 24.51 | % |
Net Assets End of Year (000’s) | | $ | 16,916 | | $ | 52,218 | | $ | 53,118 | | $ | 36,086 | | $ | 13,240 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.13 | % | 1.12 | % | 1.11 | % | 1.12 | % | 1.12 | % |
Net investment income, to average net assets | | 0.83 | % | 0.74 | % | 0.74 | % | 0.53 | % | 0.29 | % |
Portfolio turnover rate | | 13 | % | 13 | % | 17 | % | 19 | % | 19 | % |
(a) Calculation is based on average number of shares outstanding.
(b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
The notes to the financial statements are an integral part of this report.
8
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Third Avenue Value also changed its name to Transamerica Third Avenue Value VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST. The Fund is “non-diversified” under the 1940 Act.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $21 are included in net realized gain in the Statement of Operations.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Real Estate Investment Trusts (“REITs”): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates.
Dividend income is recorded at management’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year end and may differ from the estimated amounts.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired.
The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
Foreign currency denominated assets may involve risks not typically associated with domestic transactions. These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following rate:
0.80% of average daily net assets
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.00% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Brokerage commissions: Brokerage commissions incurred on security transactions placed with affiliates of the adviser for the year ended December 31, 2008 were $139.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $7 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $2.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 36,073 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 100,428 | |
U.S. Government | | — | |
| | | | |
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | 195,922 | |
Undistributed (accumulated) net investment income (loss) | | $ | 3,421 | |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | (199,343 | ) |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 19,161 | |
Long-term Capital Gain | | 65,112 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 14,501 | |
Long-term Capital Gain | | 83,463 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | — | |
Undistributed Long-term Capital Gain | | $ | 12,971 | |
Capital Loss Carryforward | | $ | — | |
Post October Capital Loss Deferral | | $ | (10,263 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (62,012 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Third Avenue Value VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Third Avenue Value VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $83,463 for the year ended December 31, 2008.
14
Transamerica U.S. Government Securities VP
(unaudited)
MARKET ENVIRONMENT
The sub-prime mortgage meltdown of 2007 continued to create problems in 2008, triggering unprecedented volatility in the financial markets and escalating to a full-blown credit crisis. As the situation deteriorated, several major financial institutions were either forced into bankruptcy or into the arms of more stable competitors.
In the second half of the year, it became apparent that the credit crisis had spread to banking systems in Europe and Asia, and fears of a global recession escalated. Governments around the world responded by implementing a number of fiscal and monetary stimulus programs. For example, both the U.K. and China announced multi-billion dollar stimulus packages in an attempt to revive their economies. In the U.S., these stimulative measures included a $700 billion financial rescue package, an unprecedented reduction in short-term interest rates, and commercial paper and bank debt guarantee programs, among others. During the final months of the year, however, unemployment continued to rise, credit availability for both consumers and businesses declined, consumer spending decelerated, and manufacturing slowed, suggesting more time and more stimulus may be necessary.
The poor market environment spawned a flight from higher-risk assets such as stocks and corporate bonds to the relative safety of U.S. government-backed securities. Increasing demand for Treasuries drove prices higher and, because they move inversely, yields lower. Against this backdrop, the Barclays Capital (formerly Lehman Brothers) Government Index (“BCG”) posted a 12.39% return. For most corporate bonds, the opposite occurred; as demand decreased, prices dropped. In some cases, the difference between Treasury and non-government yields (i.e., yield spreads) reached record levels. Within the mortgage sector, yield spreads on mortgage-backed securities issued by government agencies (e.g. Fannie Mae) widened slightly; however, the implicit government guarantee of these bonds, along with the government’s effort to manipulate mortgage rates, generally enabled them to outperform non-agency mortgage-backed securities. For corporate bonds, the lowest-quality bonds saw the greatest increase in yield spreads.
PERFORMANCE
For the year ended December 31, 2008, Transamerica U.S. Government Securities VP Initial Class returned 7.66%. By comparison its benchmark, BCG, returned 12.39%.
STRATEGY REVIEW
The primary detractor from the portfolio’s relative performance was a shorter-than-index duration as rates fell across the board. Relative performance also was hindered by our modest overweighting in corporate bonds. As spreads widened throughout the year, corporates became increasingly attractive from a long-term total return perspective, and we increased our allocation. However, corporates ultimately tracked growing economic weakness and weighed on the portfolio’s relative results. As the fear of deflation arose for the first time in many years, our modest position in Treasury Inflation-Protected Securities (“TIPS”), whose yields adjust with inflation, also pressured the portfolio’s performance. We increased our allocation to agency mortgage-backed securities later in the year as valuations became more attractive.
Derek S. Brown, CFA
Greg D. Haendel, CFA
Co-Portfolio Managers
Transamerica Investment Management, LLC
Prior to October 1, 2008, Heidi Y. Hu was also a co-portfolio manager of this fund.
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year
| | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | 7.66 | % | 4.48 | % | 4.53 | % | 5.33 | % | 05/13/1994 | |
Barclays Capital Government Index* | | 12.39 | % | 6.06 | % | 6.16 | % | 7.04 | % | 05/13/1994 | |
Service Class | | 7.42 | % | 4.21 | % | N/A | | 3.83 | % | 05/01/2003 | |
NOTES
* The Barclays Capital Government Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company's website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 1,056.36 | | 0.60 | % | $ | 3.10 | |
Hypothetical (b) | | 1,000.00 | | 1,022.12 | | 0.60 | | 3.05 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 1,055.15 | | 0.85 | | 4.39 | |
Hypothetical (b) | | 1,000.00 | | 1,020.86 | | 0.85 | | 4.32 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Asset Type
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by asset type of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Principal | | Value | |
U.S. GOVERNMENT OBLIGATIONS (25.9%) | | | | | |
U.S. Treasury Bond | | | | | |
4.38%, due 02/15/2038 ^ | | $ | 7,350 | | $ | 9,844 | |
4.50%, due 05/15/2038 ^ | | 20,000 | | 27,297 | |
6.25%, due 08/15/2023 ^ | | 15,000 | | 20,459 | |
8.00%, due 11/15/2021 ^ | | 9,000 | | 13,646 | |
U.S. Treasury Inflation Indexed Bond | | | | | |
1.75%, due 01/15/2028 ^ | | 30,455 | | 28,137 | |
3.38%, due 04/15/2032 | | 3,662 | | 4,515 | |
U.S. Treasury Inflation Indexed Note | | | | | |
1.38%, due 07/15/2018 ^ | | 25,117 | | 23,490 | |
U.S. Treasury Note | | | | | |
1.25%, due 11/30/2010 ^ | | 1,170 | | 1,183 | |
2.75%, due 10/31/2013 ^ | | 495 | | 526 | |
2.88%, due 06/30/2010 ^ | | 11,500 | | 11,909 | |
3.75%, due 11/15/2018 ^ | | 38,000 | | 43,017 | |
4.00%, due 08/15/2018 ^ | | 979 | | 1,131 | |
4.88%, due 08/15/2016 ^ | | 23,000 | | 27,483 | |
5.13%, due 05/15/2016 ^ | | 10,000 | | 12,109 | |
Total U.S. Government Obligations (cost $206,465) | | | | 224,746 | |
| | | | | |
U.S. GOVERNMENT AGENCY OBLIGATIONS (38.8%) | | | | | |
Fannie Mae | | | | | |
4.25%, due 05/15/2009 | | 6,500 | | 6,591 | |
4.50%, due 03/25/2017 - 04/25/2030 | | 13,486 | | 13,636 | |
4.69%, due 08/01/2035 * | | 5,741 | | 5,747 | |
4.70%, due 07/01/2035 * | | 6,870 | | 6,896 | |
4.72%, due 10/01/2035 * | | 5,338 | | 5,376 | |
4.75%, due 04/25/2029 | | 9,224 | | 9,256 | |
5.00%, due 06/25/2019 - 12/01/2038 | | 82,161 | | 83,741 | |
5.50%, due 01/01/2038 - 10/01/2038 | | 42,296 | | 43,402 | |
5.92%, due 07/01/2037 * | | 2,739 | | 2,816 | |
6.00%, due 11/01/2037 - 09/01/2038 | | 35,316 | | 36,395 | |
Federal Home Loan Bank | | | | | |
3.00%, due 04/15/2009 | | 13,000 | | 13,100 | |
5.00%, due 08/15/2012 | | 1,909 | | 1,911 | |
Freddie Mac | | | | | |
3.63%, due 07/23/2010 | | 10,000 | | 10,151 | |
3.75%, due 12/15/2011 | | 3,634 | | 3,643 | |
4.00%, due 07/15/2014 - 10/15/2029 | | 15,584 | | 15,599 | |
4.13%, due 12/21/2012 - 09/27/2013 ^ | | 14,000 | | 14,994 | |
4.50%, due 02/15/2027 | | 2,757 | | 2,796 | |
4.75%, due 11/15/2021 | | 1,863 | | 1,889 | |
4.81%, due 06/01/2035 * | | 4,485 | | 4,459 | |
5.00%, due 08/15/2016 - 11/15/2032 | | 22,387 | | 22,751 | |
5.50%, due 01/15/2029 - 09/01/2037 | | 22,938 | | 23,478 | |
5.51%, due 08/01/2037 * | | 1,373 | | 1,400 | |
5.52%, due 09/01/2037 * | | 4,399 | | 4,503 | |
5.70%, due 03/01/2037 * | | 2,150 | | 2,194 | |
Total U.S. Government Agency Obligations (cost $331,416) | | | | 336,724 | |
| | | | | |
FOREIGN GOVERNMENT OBLIGATIONS (5.7%) | | | | | |
Bundesrepublik Deutschland | | | | | |
4.25%, due 07/04/2018 | | EUR | 13,000 | | 19,966 | |
France Government Bond | | | | | | |
4.00%, due 04/25/2018 | | EUR | 5,500 | | 8,026 | |
U.K. Gilt | | | | | | |
4.50%, due 03/07/2013 | | GBP | 13,580 | | 21,120 | |
Total Foreign Government Obligations (cost $49,494) | | | | 49,112 | |
| | | | | |
MORTGAGE-BACKED SECURITIES (0.9%) | | | | | |
American Tower Trust | | | | | |
Series 2007-1A, Class AFX | | | | | |
5.42%, due 04/15/2037 -144A | | $ | 1,500 | | 1,232 | |
Bear Stearns Commercial Mortgage Securities | | | | | |
Series 2006-PW14, Class A4 | | | | | |
5.20%, due 12/11/2038 | | 1,000 | | 816 | |
Crown Castle Towers LLC | | | | | |
Series 2006-1A, Class AFX | | | | | |
5.24%, due 11/15/2036 -144A | | 2,000 | | 1,663 | |
Federal Home Loan Bank | | | | | |
Series 00-0582, Class H | | | | | |
4.75%, due 10/25/2010 | | 2,021 | | 2,051 | |
Morgan Stanley Capital I | | | | | |
Series 2006-HQ10, Class A4 | | | | | |
5.33%, due 11/12/2041 | | 1,000 | | 780 | |
Wachovia Bank Commercial Mortgage Trust | | | | | |
Series 2006-C28, Class A4 | | | | | |
5.57%, due 10/15/2048 | | 1,000 | | 768 | |
Series 2007-C32, Class A3 | | | | | |
5.74%, due 06/15/2049 | | 1,000 | | 733 | |
Total Mortgage-Backed Securities (cost $9,497) | | | | 8,043 | |
| | | | | |
ASSET-BACKED SECURITY (0.0%) | | | | | |
USAA Auto Owner Trust | | | | | |
Series 2007-2, Class A2 | | | | | |
5.04%, due 04/15/2010 | | 198 | | 198 | |
Total Asset-Backed Security (cost $198) | | | | 198 | |
| | | | | |
CORPORATE DEBT SECURITIES (27.2%) | | | | | |
Aerospace & Defense (0.5%) | | | | | |
Honeywell International, Inc. | | | | | |
2.06%, due 03/13/2009 * | | 2,000 | | 1,997 | |
United Technologies Corp. | | | | | |
2.27%, due 06/01/2009 * | | 3,000 | | 2,989 | |
Automobiles (0.3%) | | | | | |
Daimler Finance North America LLC | | | | | |
2.43%, due 03/13/2009 * | | 3,000 | | 2,892 | |
Beverages (0.4%) | | | | | |
Sabmiller PLC | | | | | |
1.74%, due 07/01/2009 -144A * | | 3,000 | | 2,991 | |
6.20%, due 07/01/2011 -144A | | 1,122 | | 1,111 | |
Capital Markets (4.8%) | | | | | |
Goldman Sachs Group, Inc. | | | | | |
3.25%, due 06/15/2012 ^ | | 20,000 | | 20,866 | |
Morgan Stanley | | | | | |
2.90%, due 12/01/2010 ^ | | 20,000 | | 20,523 | |
Chemicals (0.1%) | | | | | |
Nalco Co. | | | | | |
7.75%, due 11/15/2011 | | 1,000 | | 960 | |
| | | | | | | | |
The notes to the financial statements are an integral part of this report.
4
| | Principal | | Value | |
Commercial Banks (7.8%) | | | | | |
American Express Bank FSB | | | | | |
0.57%, due 10/20/2009 * | | $ | 2,000 | | $ | 1,907 | |
3.15%, due 12/09/2011 ^ | | 20,000 | | 20,159 | |
Barclays Bank PLC | | | | | |
7.70%, due 04/25/2018 -144A ¡ Ž | | 5,000 | | 3,306 | |
PNC Funding Corp. | | | | | |
2.30%, due 06/22/2012 | | 10,000 | | 10,100 | |
6.13%, due 02/15/2009 | | 470 | | 471 | |
SunTrust Banks, Inc. | | | | | |
3.00%, due 11/16/2011 ^ | | 20,000 | | 20,682 | |
Wells Fargo & Co. | | | | | |
3.00%, due 12/09/2011 ^ | | 10,000 | | 10,397 | |
Computers & Peripherals (0.5%) | | | | | |
Hewlett-Packard Co. | | | | | |
6.13%, due 03/01/2014 | | 3,840 | | 4,082 | |
Consumer Finance (1.2%) | | | | | |
John Deere Capital Corp. | | | | | |
2.88%, due 06/19/2012 ^ | | 10,000 | | 10,285 | |
Diversified Financial Services (5.4%) | | | | | |
American Honda Finance Corp. | | | | | |
7.63%, due 10/01/2018 -144A | | 2,000 | | 1,965 | |
Bank of America Corp. | | | | | |
3.13%, due 06/15/2012 ^ | | 20,000 | | 20,784 | |
Caterpillar Financial Services Corp. | | | | | |
7.05%, due 10/01/2018 | | 1,750 | | 1,842 | |
General Electric Capital Corp. | | | | | |
5.63%, due 05/01/2018 | | 875 | | 881 | |
JPMorgan Chase & Co. | | | | | |
3.13%, due 12/01/2011 ^ | | 20,000 | | 20,779 | |
Pemex Finance, Ltd. | | | | | |
9.03%, due 02/15/2011 | | 423 | | 431 | |
Diversified Telecommunication Services (0.8%) | | | | | |
AT&T, Inc. | | | | | |
6.70%, due 11/15/2013 ^ | | 3,300 | | 3,496 | |
Verizon Communications, Inc. | | | | | |
8.75%, due 11/01/2018 ^ | | 3,000 | | 3,520 | |
Food & Staples Retailing (0.5%) | | | | | |
Safeway, Inc. | | | | | |
1.82%, due 03/27/2009 * | | 3,700 | | 3,658 | |
6.50%, due 03/01/2011 ^ | | 1,115 | | 1,118 | |
Food Products (0.3%) | | | | | |
Cargill, Inc. | | | | | |
5.60%, due 09/15/2012 -144A | | 1,000 | | 942 | |
Kellogg Co. | | | | | |
4.25%, due 03/06/2013 | | 1,000 | | 968 | |
Michael Foods, Inc. | | | | | |
8.00%, due 11/15/2013 | | 1,500 | | 1,290 | |
Health Care Providers & Services (0.3%) | | | | | |
UnitedHealth Group, Inc. | | | | | |
2.30%, due 03/02/2009 * | | 2,400 | | 2,377 | |
Insurance (0.2%) | | | | | |
Metropolitan Life Global Funding I | | | | | |
5.75%, due 07/25/2011 -144A | | 850 | | 818 | |
Principal Financial Group, Inc. | | | | | |
8.20%, due 08/15/2009 -144A | | 1,000 | | 1,008 | |
Media (1.5%) | | | | | |
British Sky Broadcasting Group PLC | | | | | |
8.20%, due 07/15/2009 | | 2,000 | | 2,033 | |
Comcast Cable Holdings LLC | | | | | |
9.80%, due 02/01/2012 | | 1,000 | | 1,054 | |
Comcast Corp. | | | | | |
1.46%, due 07/14/2009 * | | 1,890 | | 1,864 | |
Disney Walt Co. | | | | | |
4.50%, due 12/15/2013 | | 6,000 | | 6,040 | |
Time Warner, Inc. | | | | | |
2.41%, due 11/13/2009 ^ * | | 2,445 | | 2,353 | |
Metals & Mining (0.3%) | | | | | |
Arcelormittal | | | | | |
5.38%, due 06/01/2013 ^ | | 1,300 | | 980 | |
BHP Billiton Finance, Ltd. | | | | | |
5.13%, due 03/29/2012 | | 1,000 | | 941 | |
Rio Tinto Finance USA, Ltd. | | | | | |
5.88%, due 07/15/2013 ^ | | 1,000 | | 797 | |
Oil, Gas & Consumable Fuels (1.5%) | | | | | |
Anadarko Petroleum Corp. | | | | | |
2.40%, due 09/15/2009 * | | 3,430 | | 3,282 | |
Burlington Resources Finance Co. | | | | | |
6.50%, due 12/01/2011 | | 1,500 | | 1,532 | |
Enterprise Products Operating LLC | | | | | |
4.63%, due 10/15/2009 ^ | | 3,000 | | 2,906 | |
Premcor Refining Group, Inc. | | | | | |
6.13%, due 05/01/2011 | | 1,000 | | 1,014 | |
Ras Laffan Liquefied Natural Gas Co., Ltd. | | | | | |
3.44%, due 09/15/2009 -144A | | 673 | | 635 | |
Sempra Energy | | | | | |
9.80%, due 02/15/2019 | | 3,000 | | 3,347 | |
Real Estate Investment Trusts (0.2%) | | | | | |
Hospitality Properties Trust | | | | | |
6.75%, due 02/15/2013 | | 1,000 | | 619 | |
Westfield Capital Corp. | | | | | |
4.38%, due 11/15/2010 -144A | | 1,000 | | 809 | |
Real Estate Management & Development (0.1%) | | | | | |
Duke Realty, LP | | | | | |
5.63%, due 08/15/2011 | | 1,000 | | 774 | |
Road & Rail (0.5%) | | | | | |
Burlington Northern Santa Fe Corp. | | | | | |
6.13%, due 03/15/2009 | | 2,190 | | 2,195 | |
Norfolk Southern Corp. | | | | | |
6.20%, due 04/15/2009 | | 1,742 | | 1,744 | |
Total Corporate Debt Securities (cost $232,026) | | | | 236,514 | |
| | | | | |
CONVERTIBLE BOND (0.6%) | | | | | |
Capital Markets (0.6%) | | | | | |
Merrill Lynch & Co., Inc. | | | | | |
Zero Coupon, due 03/13/2032 | | 5,000 | | 5,400 | |
Total Convertible Bond (cost $5,113) | | | | 5,400 | |
| | | | | |
REPURCHASE AGREEMENT (0.3%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $2,672 on 01/02/2009 à • | | 2,672 | | 2,672 | |
Total Repurchase Agreement (cost $2,672) | | | | 2,672 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
5
| | Shares | | Value | |
SECURITIES LENDING COLLATERAL (16.4%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 141,905,628 | | $ | 141,906 | |
Total Securities Lending Collateral (cost $141,906) | | | | 141,906 | |
| | | | | |
Total Investment Securities (cost $978,787) # | | | | $ | 1,005,315 | |
FORWARD FOREIGN CURRENCY CONTRACTS:
Currency | | Bought (Sold) | | Settlement Date | | Amount in U.S. Dollars Bought (Sold) | | Net Unrealized Appreciation (Depreciation) | |
Euro | | (19,310 | ) | 1/30/2009 | | $ | (24,713 | ) | $ | (2,091 | ) |
British Pound Sterling | | (14,197 | ) | 1/30/2009 | | (22,597 | ) | 2,206 | |
| | | | | | $ | (47,310 | ) | $ | 115 | |
NOTES TO SCHEDULE OF INVESTMENTS:
^ | All or a portion of this security is on loan. The value of all securities on loan is $139,050. |
* | Floating or variable rate note. Rate is listed as of 12/31/2008. |
Ž | The security has a perpetual maturity. The date shown is the next call date. |
¡ | Coupon rate is fixed for a predetermined period of time and then converts to a floating rate until maturity/call date. Rate is listed as of 12/31/2008. |
· | Repurchase agreement is collateralized by a U.S. Government Agency Obligation with an interest rate of 1.55%, a maturity date of 08/15/2036, and with a market value plus accrued interest of $2,726. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
p | Interest rate shown reflects the yield at 12/31/2008. |
# | Aggregate cost for federal income tax purposes is $979,269. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $32,821 and $6,775, respectively. Net unrealized appreciation for tax purposes is $26,046. |
DEFINITIONS:
144A | 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities are deemed to be liquid for purposes of compliance limitations on holdings of illiquid securities and may be resold as transactions exempt from registration, normally to qualified institutional buyers. At 12/31/2008, these securities aggregated $16,480, or 1.90% of the Fund’s net assets. |
FSB | Full-Service Bank |
LLC | Limited Liability Company |
LP | Limited Partnership |
PLC | Public Limited Company |
EUR | Euro |
GBP | British Pound Sterling |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | | Other Financial Instruments* | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | | Level 1 | | Level 2 | | Level 3 | |
$ | 141,906 | | $ | 863,409 | | $ | — | | $ | 1,005,315 | | $ | — | | $ | 115 | | $ | — | |
| | | | | | | | | | | | | | | | | | | | |
*Other financial instruments are derivative instruments such as futures, forwards, and swap contracts, which are valued at the unrealized appreciation (depreciation) on the instrument.
The notes to the financial statements are an integral part of this report.
6
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $978,787) | | $ | 1,005,315 | |
(including securities loaned of $139,050) | | | |
Receivables: | | | |
Investment securities sold | | 14 | |
Shares sold | | 370 | |
Interest | | 5,679 | |
Income from loaned securities | | 204 | |
Unrealized appreciation on forward foreign currency contracts | | 2,206 | |
| | 1,013,788 | |
Liabilities: | | | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 1,019 | |
Management and advisory fees | | 428 | |
Distribution and service fees | | 139 | |
Transfer agent fees | | 2 | |
Administration fees | | 16 | |
Payable for collateral for securities on loan | | 141,906 | |
Unrealized depreciation on forward foreign currency contracts | | 2,091 | |
Other | | 45 | |
| | 145,646 | |
Net Assets | | $ | 868,142 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 679 | |
Additional paid-in capital | | 826,019 | |
Undistributed net investment income | | 16,952 | |
Accumulated net realized loss from investment securities, futures, and foreign currency transactions | | (2,147 | ) |
Net unrealized appreciation on: | | | |
Investment securities | | 26,528 | |
Translation of assets and liabilities denominated in foreign currencies | | 111 | |
Net Assets | | $ | 868,142 | |
Net Assets by Class: | | | |
Initial Class | | $ | 247,964 | |
Service Class | | 620,178 | |
Shares Outstanding: | | | |
Initial Class | | 19,624 | |
Service Class | | 48,239 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 12.64 | |
Service Class | | 12.86 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Interest | | 15,921 | |
Income from loaned securities-net | | 1,107 | |
| | 17,028 | |
| | | |
Expenses: | | | |
Management and advisory fees | | 2,291 | |
Printing and shareholder reports | | 28 | |
Custody fees | | 42 | |
Administration fees | | 83 | |
Legal fees | | 16 | |
Audit fees | | 18 | |
Trustees fees | | 11 | |
Transfer agent fees | | 12 | |
Distribution and service fees: | | | |
Service Class | | 570 | |
Other | | 5 | |
Total expenses | | 3,076 | |
| | | |
Net Investment Income | | 13,952 | |
| | | |
Net Realized Gain from: | | | |
Investment securities | | 5,603 | |
Futures contracts | | (2,805 | ) |
Foreign currency transactions | | 2,999 | |
| | 5,797 | |
| | | |
Net Increase in Unrealized Appreciation on: | | | |
Investment securities | | 23,892 | |
Translation of assets and liabilities denominated in foreign currencies | | 111 | |
| | 24,003 | |
Net Realized and Unrealized Gain | | 29,800 | |
| | | |
Net Increase In Net Assets Resulting from Operations | | $ | 43,752 | |
| | | | |
The notes to the financial statements are an integral part of this report.
7
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 13,952 | | $ | 7,627 | |
Net realized gain (loss) from investment securities, futures contracts, and foreign currency transactions | | 5,797 | | (951 | ) |
Change in net unrealized appreciation on investment securities and foreign currency translation | | 24,003 | | 3,140 | |
Net increase in net assets resulting from operations | | 43,752 | | 9,816 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (3,914 | ) | (7,070 | ) |
Service Class | | (3,713 | ) | (1,119 | ) |
| | (7,627 | ) | (8,189 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 152,653 | | 27,588 | |
Service Class | | 648,401 | | 40,835 | |
| | 801,054 | | 68,423 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 3,914 | | 7,070 | |
Service Class | | 3,713 | | 1,118 | |
| | 7,627 | | 8,188 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (69,481 | ) | (50,975 | ) |
Service Class | | (83,060 | ) | (24,028 | ) |
| | (152,541 | ) | (75,003 | ) |
Net increase in net assets from capital shares transactions | | 656,140 | | 1,608 | |
Net increase in net assets | | 692,265 | | 3,235 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 175,877 | | 172,642 | |
End of year | | $ | 868,142 | | $ | 175,877 | |
Undistributed Net Investment Income | | $ | 16,952 | | $ | 7,628 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 12,521 | | 2,303 | |
Service Class | | 52,484 | | 3,340 | |
| | 65,005 | | 5,643 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 324 | | 610 | |
Service Class | | 302 | | 95 | |
| | 626 | | 705 | |
Shares redeemed: | | | | | |
Initial Class | | (5,696 | ) | (4,273 | ) |
Service Class | | (6,690 | ) | (2,001 | ) |
| | (12,386 | ) | (6,274 | ) |
Net increase in shares outstanding: | | | | | |
Initial Class | | 7,149 | | (1,360 | ) |
Service Class | | 46,096 | | 1,434 | |
| | 53,245 | | 74 | |
The notes to the financial statements are an integral part of this report.
8
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 12.00 | | $ | 11.86 | | $ | 11.94 | | $ | 12.32 | | $ | 12.42 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.44 | | 0.54 | | 0.52 | | 0.43 | | 0.40 | |
Net realized and unrealized gain (loss) | | 0.47 | | 0.16 | | (0.14 | ) | (0.15 | ) | — | |
Total operations | | 0.91 | | 0.70 | | 0.38 | | 0.28 | | 0.40 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.27 | ) | (0.56 | ) | (0.44 | ) | (0.50 | ) | (0.44 | ) |
From net realized gains | | — | | — | | (0.02 | ) | (0.16 | ) | (0.06 | ) |
Total distributions | | (0.27 | ) | (0.56 | ) | (0.46 | ) | (0.66 | ) | (0.50 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 12.64 | | $ | 12.00 | | $ | 11.86 | | $ | 11.94 | | $ | 12.32 | |
Total Return(b) | | 7.66 | % | 6.05 | % | 3.27 | % | 2.23 | % | 3.30 | % |
Net Assets End of Year (000’s) | | $ | 247,964 | | $ | 149,664 | | $ | 164,070 | | $ | 186,335 | | $ | 211,847 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.60 | % | 0.62 | % | 0.62 | % | 0.67 | % | 0.72 | % |
Net investment income, to average net assets | | 3.60 | % | 4.56 | % | 4.41 | % | 3.50 | % | 3.19 | % |
Portfolio turnover rate | | 200 | % | 170 | % | 184 | % | 92 | % | 82 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 12.23 | | $ | 12.09 | | $ | 12.18 | | $ | 12.53 | | $ | 12.64 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.39 | | 0.52 | | 0.51 | | 0.41 | | 0.37 | |
Net realized and unrealized gain (loss) | | 0.51 | | 0.16 | | (0.14 | ) | (0.16 | ) | (0.01 | ) |
Total operations | | 0.90 | | 0.68 | | 0.37 | | 0.25 | | 0.36 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.27 | ) | (0.54 | ) | (0.44 | ) | (0.44 | ) | (0.41 | ) |
From net realized gains | | — | | — | | (0.02 | ) | (0.16 | ) | (0.06 | ) |
Total distributions | | (0.27 | ) | (0.54 | ) | (0.46 | ) | (0.60 | ) | (0.47 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 12.86 | | $ | 12.23 | | $ | 12.09 | | $ | 12.18 | | $ | 12.53 | |
Total Return(b) | | 7.42 | % | 5.78 | % | 3.06 | % | 1.98 | % | 2.90 | % |
Net Assets End of Year (000’s) | | $ | 620,178 | | $ | 26,213 | | $ | 8,572 | | $ | 7,558 | | $ | 5,250 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.85 | % | 0.87 | % | 0.87 | % | 0.92 | % | 0.97 | % |
Net investment income, to average net assets | | 3.14 | % | 4.29 | % | 4.27 | % | 3.27 | % | 2.97 | % |
Portfolio turnover rate | | 200 | % | 170 | % | 184 | % | 92 | % | 82 | % |
(a) | Calculation is based on average number of shares outstanding. |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
9
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Transamerica U.S. Government Securities also changed its name to Transamerica U.S. Government Securities VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
There were no recaptured commissions during the year ended December 31, 2008.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
Foreign currency denominated assets may involve risks not typically associated with domestic transactions. These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are settled a realized gain or loss is incurred. Risks may arise from changes in market value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts.
Open forward foreign currency contracts at December 31, 2008 are listed in the Schedule of Investments.
Futures contracts: The Fund may enter into futures contracts to manage exposure to market, interest rate or currency fluctuations. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. The primary risks associated with futures contracts are imperfect correlation between the change in market value of the securities held and the prices of futures contracts; the possibility of an illiquid market and inability of the counterparty to meet the contract terms.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Transamerica Investment Management, LLC (“TIM”) is both an affiliate of the Fund and is a sub-adviser of the Fund.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
The following schedule reflects the percentage of Fund assets owned by affiliated investment companies at December 31, 2008:
| | Net Assets | | % of Net Assets | |
| | | | | |
Transamerica Asset Allocation-Conservative VP | | $ | 7,217 | | 0.83 | % |
| | | | | |
Total | | $ | 7,217 | | 0.83 | % |
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following rate:
0.55% of average daily net assets
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.63% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses.
The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $36 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
12
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled less than $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 691,327 | |
U.S. Government | | 736,980 | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 526,562 | |
U.S. Government | | 290,525 | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | 2,999 | |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | (2,999 | ) |
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
$ | 204 | | December 31, 2015 | |
| | | | |
The capital loss carryforward utilized during the year ended December 31, 2008 was $4,391.
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 8,189 | |
Long-term Capital Gain | | — | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 7,627 | |
Long-term Capital Gain | | — | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 16,989 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (204 | ) |
Post October Capital Loss Deferral | | $ | (1,459 | ) |
Post October Currency Loss Deferral | | $ | (41 | ) |
Net Unrealized Appreciation (Depreciation) | | $ | 26,159 | |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
13
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica U.S. Government Securities VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica U.S. Government Securities VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
14
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made no Long-Term Capital Gain Designation for the year ended December 31, 2008.
15
Transamerica Value Balanced VP
(unaudited)
MARKET ENVIRONMENT
The year ended December 31, 2008, was exceptionally challenging for investors. As problems in the credit markets spread to other segments of the economy, unemployment rose to 7.2%, home prices fell for the third consecutive year, consumer confidence declined, and U.S. gross domestic product (“GDP”) shrank. The financial markets responded to these events with substantial losses.
The credit problems in the financial sector and a near-freeze in the funding market prompted the U.S. government to intervene early in the year with a $168 billion economic stimulus package intended to stave off an economic collapse. However, in the second quarter it became evident that the credit crisis had spread not only beyond the financial sector but also beyond U.S. borders. Subsequent attempts to stabilize the U.S. monetary system and economy with capital injections came from the Federal Reserve Board (“Fed”) and the federal government. Further, throughout the course of the year, the Fed lowered short-term interest rates from 4.25% to an unprecedented target range of 0-0.25%. China and Europe also cut interest rates in an effort to stimulate growth.
The poor credit market and economic environment spawned a flight from higher-risk assets such as stocks and corporate bonds to the relative safety of U.S. government-backed securities. Increasing demand for Treasuries drove prices higher and, because they move in opposition, yields lower. As the risk aversion escalated, the difference between Treasury and non-government yields reached record levels in some cases.
As the year came to a close, falling energy prices and the historic election of the 44th U.S. President gave the markets a much-needed confidence boost. Investor confidence plummeted once again, however, when the “Big Three” automakers announced they were unable to continue funding operations without government assistance, sending ripples throughout the markets, especially among industrial suppliers to the automakers.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Value Balanced VP Initial Class returned (30.54)%. By comparison its primary and secondary benchmarks, the Russell 1000® Value Index and the Barclays Capital (formerly Lehman Brothers) Aggregate U.S. Bond Index, returned (36.85)% and 5.24%, respectively.
STRATEGY REVIEW
On the equity side of the portfolio, the underperformance is due largely to the weak returns posted by select holdings in energy (e.g., Transocean, Ltd. and Valero Energy Corp.) and industrials (e.g., McDermott International, Inc. and Aegean Marine Petroleum Network, Inc.), which were severely impacted by the weakening economy in the second half of the year. Because many of our industrials holdings were in some way tied to the energy sector and the emerging markets, they suffered as well; we sold positions in the two biggest detractors in the sector. We significantly reduced our weighting in the energy sector as well, but maintained positions in companies we believe will benefit first from a market rebound. The largest individual detractor to the portfolio was investment management company AllianceBernstein Holding, LP. The company experienced a decline in its assets under management as a result of the falling financial markets.
Helping to offset some of the portfolio’s losses was the solid performance of individual stocks in the materials sector. For example, the portfolio’s strongest relative contributor was Fording Canadian Coal Trust, a miner of coking coal, which is a key raw material for certain steel mills. During the period, Fording Canadian Coal Trust was purchased at a premium to its stock price by mining giant Teck Cominco Limited.
On the fixed-income side, a shorter-than-index duration as well as an overweighting of non-government sectors (i.e., investment-grade corporate securities and agency mortgage securities), which lagged the Treasury sector, were the primary sources of underperformance. Among investment-grade corporate bonds, we had no exposure to the most distressed companies in the troubled financial services sector. On the mortgage side, our emphasis was on short-duration agency collateralized mortgage obligations, which were less volatile than other mortgage securities. As the credit crisis expanded to other parts of the market and world, we pared back our exposure to corporates.
Greg D. Haendel, CFA
Geoffrey I. Edelstein, CFA, CIC
Derek S. Brown, CFA
Scott L. Dinsdale, CFA
Kirk R. Feldhus
Brian W. Westhoff, CFA
Co-Portfolio Managers
Transamerica Investment Management, LLC
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (30.54 | )% | 0.03 | % | 1.63 | % | 5.22 | % | 01/03/1995 | |
Russell 1000 Value* | | (36.85 | )% | (0.79 | )% | 1.36 | % | 8.20 | % | 01/03/1995 | |
Barclays Capital Aggregate U.S. Bond Index* | | 5.24 | % | 4.65 | % | 5.63 | % | 6.86 | % | 01/03/1995 | |
Service Class | | (30.70 | )% | (0.20 | )% | N/A | | 2.38 | % | 05/01/2003 | |
NOTES
* The Russell 1000 Value Index and Barclays Capital Aggregate U.S. Bond Index are unmanaged indices used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company's website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 736.12 | | 0.83 | % | $ | 3.62 | |
Hypothetical (b) | | 1,000.00 | | 1,020.96 | | 0.83 | | 4.22 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 735.17 | | 1.08 | | 4.71 | |
Hypothetical (b) | | 1,000.00 | | 1,019.71 | | 1.08 | | 5.48 | |
| | | | | | | | | | | | |
(a) | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days). |
| |
(b) | 5% return per year before expenses. |
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Asset Type
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by asset type of the Fund’s total investment.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Principal | | Value | |
U.S. GOVERNMENT OBLIGATIONS (2.5%) | | | | | |
U.S. Treasury Bond | | | | | |
4.38%, due 02/15/2038 | | $ | 2,705 | | $ | 3,623 | |
5.00%, due 05/15/2037 | | 500 | | 725 | |
U.S. Treasury Inflation Indexed Bond, TIPS | | | | | |
1.75%, due 01/15/2028 | | 1,034 | | 955 | |
U.S. Treasury Inflation Indexed Note, TIPS | | | | | |
1.38%, due 07/15/2018 | | 372 | | 348 | |
Total U.S. Government Obligations (cost $4,534) | | | | 5,651 | |
| | | | | |
U.S. GOVERNMENT AGENCY OBLIGATIONS (19.7%) | | | | | |
Fannie Mae | | | | | |
4.72%, due 10/01/2035 * | | 2,349 | | 2,366 | |
5.00%, due 05/01/2018- 03/01/2036 | | 7,094 | | 7,261 | |
5.50%, due 08/01/2017- 01/01/2038 | | 7,404 | | 7,608 | |
6.00%, due 08/01/2036- 12/01/2037 | | 6,629 | | 6,832 | |
Freddie Mac | | | | | |
4.00%, due 10/15/2029 | | 2,218 | | 2,208 | |
4.25%, due 10/15/2026 | | 2,387 | | 2,396 | |
4.81%, due 06/01/2035 * | | 1,891 | | 1,880 | |
5.00%, due 04/01/2018- 02/01/2036 | | 9,862 | | 10,056 | |
5.50%, due 09/01/2018- 11/01/2018 | | 1,804 | | 1,865 | |
5.52%, due 09/01/2037 * | | 2,540 | | 2,600 | |
Total U.S. Government Agency Obligations (cost $44,306) | | | | 45,072 | |
| | | | | |
MORTGAGE-BACKED SECURITIES (2.4%) | | | | | |
American Tower Trust | | | | | |
Series 2007-1A, Class C | | | | | |
5.62%, due 04/15/2037-144A | | 1,090 | | 732 | |
Bear Stearns Commercial Mortgage Securities | | | | | |
Series 2006-PW14, Class A4 | | | | | |
5.20%, due 12/11/2038 | | 1,650 | | 1,346 | |
Morgan Stanley Capital I | | | | | |
Series 2006-HQ10, Class A4 | | | | | |
5.33%, due 11/12/2041 | | 1,720 | | 1,341 | |
SBA Commercial Mortgage-Backed Securities Trust | | | | | |
Series 2006-1A, Class A | | | | | |
5.31%, due 11/15/2036-144A | | 900 | | 720 | |
Wachovia Bank Commercial Mortgage Trust | | | | | |
Series 2006-C28, Class A4 | | | | | |
5.57%, due 10/15/2048 | | 1,649 | | 1,267 | |
Total Mortgage-Backed Securities (cost $7,022) | | | | 5,406 | |
| | | | | |
ASSET-BACKED SECURITY (0.4%) | | | | | |
USAA Auto Owner Trust | | | | | |
Series 2008-2, Class A3 | | | | | |
4.64%, due 10/15/2012 | | 970 | | 923 | |
Total Asset-Backed Security (cost $970) | | | | 923 | |
| | | | | |
CORPORATE DEBT SECURITIES (15.1%) | | | | | |
Airlines (0.2%) | | | | | |
Delta Air Lines, Inc. | | | | | |
7.57%, due 11/18/2010 | | 580 | | 487 | |
Automobiles (0.8%) | | | | | |
Daimler Finance North America LLC | | | | | |
2.43%, due 03/13/2009 * | | 920 | | 887 | |
8.00%, due 06/15/2010 | | 1,000 | | 941 | |
Beverages (0.4%) | | | | | |
Diageo Capital PLC | | | | | |
5.75%, due 10/23/2017 | | 1,025 | | 992 | |
Capital Markets (0.4%) | | | | | |
Merrill Lynch & Co., Inc. | | | | | |
5.45%, due 02/05/2013 | | 1,050 | | 1,009 | |
Commercial Banks (1.6%) | | | | | |
American Express Bank FSB | | | | | |
0.57%, due 10/20/2009 * | | 1,165 | | 1,111 | |
Barclays Bank PLC | | | | | |
7.70%, due 04/25/2018 -144A ¡ Ž | | 870 | | 575 | |
PNC Bank NA | | | | | |
6.88%, due 04/01/2018 | | 855 | | 910 | |
Wells Fargo Bank NA | | | | | |
4.75%, due 02/09/2015 | | 1,015 | | 1,027 | |
Computers & Peripherals (0.4%) | | | | | |
Hewlett-Packard Co. | | | | | |
6.13%, due 03/01/2014 | | 865 | | 920 | |
Construction Materials (0.2%) | | | | | |
CRH America, Inc. | | | | | |
5.30%, due 10/15/2013 | | 650 | | 457 | |
Consumer Finance (0.4%) | | | | | |
Discover Financial Services | | | | | |
2.63%, due 06/11/2010 * | | 947 | | 811 | |
Diversified Financial Services (0.9%) | | | | | |
American Honda Finance Corp. | | | | | |
3.86%, due 01/29/2010 -144A * | | 1,040 | | 1,029 | |
Glencore Funding LLC | | | | | |
6.00%, due 04/15/2014 -144A | | 935 | | 379 | |
Pemex Finance, Ltd. | | | | | |
9.03%, due 02/15/2011 | | 585 | | 597 | |
Diversified Telecommunication Services (0.9%) | | | | | |
AT&T, Inc. | | | | | |
6.70%, due 11/15/2013 | | 870 | | 922 | |
Verizon Communications, Inc. | | | | | |
8.75%, due 11/01/2018 | | 975 | | 1,144 | |
Food & Staples Retailing (0.6%) | | | | | |
Safeway, Inc. | | | | | |
6.25%, due 03/15/2014 | | 865 | | 869 | |
Stater Brothers Holdings, Inc. | | | | | |
8.13%, due 06/15/2012 | | 600 | | 543 | |
Food Products (0.7%) | | | | | |
Cargill, Inc. | | | | | |
5.60%, due 09/15/2012 -144A | | 1,083 | | 1,020 | |
Michael Foods, Inc. | | | | | |
8.00%, due 11/15/2013 | | 700 | | 602 | |
Hotels, Restaurants & Leisure (0.2%) | | | | | |
Royal Caribbean Cruises, Ltd. | | | | | |
8.75%, due 02/02/2011 | | 523 | | 403 | |
Household Products (0.2%) | | | | | |
Kimberly-Clark Corp. | | | | | |
6.63%, due 08/01/2037 | | 415 | | 466 | |
Insurance (0.1%) | | | | | |
Oil Insurance, Ltd. | | | | | |
7.56%, due 06/30/2011 -144A ¡ Ž | | 650 | | 245 | |
IT Services (0.2%) | | | | | |
Aramark Corp. | | | | | |
8.50%, due 02/01/2015 | | 450 | | 407 | |
Machinery (0.2%) | | | | | |
Tyco Electronics Group SA | | | | | |
6.55%, due 10/01/2017 | | 652 | | 548 | |
Media (2.0%) | | | | | |
Comcast Corp. | | | | | |
1.46%, due 07/14/2009 * | | 1,000 | | 986 | |
| | | | | | | |
The notes to the financial statements are an integral part of this report.
4
| | Principal | | Value | |
Media (continued) | | | | | |
Walt Disney Co. | | | | | |
4.50%, due 12/15/2013 | | $ | 1,030 | | $ | 1,037 | |
News America Holdings, Inc. | | | | | |
7.75%, due 12/01/2045 | | 610 | | 595 | |
Time Warner Cable, Inc. | | | | | |
6.75%, due 07/01/2018 | | 950 | | 915 | |
Viacom, Inc. | | | | | |
2.27%, due 06/16/2009 * | | 925 | | 908 | |
Metals & Mining (0.2%) | | | | | |
Arcelormittal | | | | | |
5.38%, due 6/1/2013 | | 565 | | 426 | |
Oil, Gas & Consumable Fuels (1.6%) | | | | | |
Energy Transfer Partners, LP | | | | | |
9.70%, due 03/15/2019 | | 1,000 | | 1,030 | |
Enterprise Products Operating LLC | | | | | |
4.63%, due 10/15/2009 | | 980 | | 949 | |
PetroHawk Energy Corp. | | | | | |
9.13%, due 07/15/2013 | | 720 | | 583 | |
Sempra Energy | | | | | |
9.80%, due 2/15/2019 | | 855 | | 954 | |
Paper & Forest Products (0.6%) | | | | | |
Celulosa Arauco y Constitucion SA | | | | | |
8.63%, due 08/15/2010 | | 1,240 | | 1,288 | |
Real Estate Investment Trusts (1.0%) | | | | | |
PPF Funding, Inc. | | | | | |
5.35%, due 04/15/2012 -144A | | 1,800 | | 1,364 | |
Wea Finance LLC / WCI Finance LLC | | | | | |
5.40%, due 10/01/2012 -144A | | 1,155 | | 886 | |
Real Estate Management & Development (0.8%) | | | | | |
Duke Realty, LP | | | | | |
5.63%, due 08/15/2011 | | 1,230 | | 951 | |
Post Apartment Homes, LP | | | | | |
6.30%, due 06/01/2013 | | 1,247 | | 1,004 | |
Road & Rail (0.5%) | | | | | |
Hertz Corp. | | | | | |
8.88%, due 01/01/2014 | | 400 | | 246 | |
Norfolk Southern Corp. | | | | | |
6.20%, due 04/15/2009 | | 1,000 | | 1,001 | |
Total Corporate Debt Securities (cost $37,948) | | | | 34,424 | |
| | | | | |
| | Shares | | | |
COMMON STOCKS (54.7%) | | | | | |
Aerospace & Defense (1.9%) | | | | | |
Boeing Co. | | 28,515 | | 1,217 | |
Raytheon Co. | | 63,591 | | 3,246 | |
Auto Components (1.0%) | | | | | |
BorgWarner, Inc. | | 100,422 | | 2,186 | |
Capital Markets (2.3%) | | | | | |
AllianceBernstein Holding, LP | | 175,118 | | 3,641 | |
BlackRock, Inc. -Class A | | 11,845 | | 1,589 | |
Chemicals (1.4%) | | | | | |
Praxair, Inc. | | 53,900 | | 3,199 | |
Construction & Engineering (0.9%) | | | | | |
Jacobs Engineering Group, Inc. ‡ | | 41,699 | | 2,006 | |
Diversified Financial Services (2.7%) | | | | | |
Bank of America Corp. | | 145,979 | | 2,055 | |
CME Group, Inc. -Class A | | 8,405 | | 1,749 | |
JPMorgan Chase & Co. | | 75,000 | | 2,365 | |
Diversified Telecommunication Services (1.4%) | | | | | |
AT&T, Inc. | | 108,378 | | 3,089 | |
Electronic Equipment & Instruments (0.7%) | | | | | |
Tyco Electronics, Ltd. | | 102,900 | | 1,668 | |
Energy Equipment & Services (1.0%) | | | | | |
Transocean, Ltd. ‡ | | 47,489 | | 2,244 | |
Food Products (1.3%) | | | | | |
Kraft Foods, Inc. -Class A | | 110,723 | | 2,973 | |
Health Care Equipment & Supplies (1.3%) | | | | | |
Becton Dickinson & Co. | | 43,542 | | 2,978 | |
Household Products (2.6%) | | | | | |
Colgate-Palmolive Co. | | 56,000 | | 3,838 | |
Kimberly-Clark Corp. | | 40,000 | | 2,109 | |
Industrial Conglomerates (1.6%) | | | | | |
General Electric Co. | | 224,920 | | 3,644 | |
Insurance (0.8%) | | | | | |
MetLife, Inc. | | 51,000 | | 1,778 | |
Life Sciences Tools & Services (1.3%) | | | | | |
Thermo Fisher Scientific, Inc. ‡ | | 85,000 | | 2,896 | |
Media (1.7%) | | | | | |
Walt Disney Co. | | 175,000 | | 3,971 | |
Metals & Mining (1.3%) | | | | | |
Cia Vale do Rio Doce -Class B ADR | | 246,000 | | 2,979 | |
Multi-Utilities (1.4%) | | | | | |
Dominion Resources, Inc. | | 90,000 | | 3,226 | |
Oil, Gas & Consumable Fuels (7.3%) | | | | | |
Anadarko Petroleum Corp. | | 85,000 | | 3,277 | |
BP PLC ADR | | 68,315 | | 3,193 | |
Exxon Mobil Corp. | | 80,900 | | 6,458 | |
XTO Energy, Inc. | | 110,000 | | 3,880 | |
Pharmaceuticals (8.0%) | | | | | |
Bristol-Myers Squibb Co. | | 294,999 | | 6,859 | |
Merck & Co., Inc. | | 228,200 | | 6,937 | |
Pfizer, Inc. | | 180,600 | | 3,198 | |
Teva Pharmaceutical Industries, Ltd. ADR | | 31,838 | | 1,355 | |
Real Estate Investment Trusts (1.2%) | | | | | |
Plum Creek Timber Co., Inc. | | 77,400 | | 2,689 | |
Road & Rail (1.8%) | | | | | |
Union Pacific Corp. | | 86,500 | | 4,135 | |
Software (3.0%) | | | | | |
Microsoft Corp. | | 272,903 | | 5,305 | |
Oracle Corp. ‡ | | 85,181 | | 1,510 | |
Specialty Retail (0.7%) | | | | | |
Home Depot, Inc. | | 69,182 | | 1,592 | |
Textiles, Apparel & Luxury Goods (0.8%) | | | | | |
Nike, Inc. -Class B | | 35,424 | | 1,807 | |
Tobacco (5.3%) | | | | | |
Lorillard, Inc. | | 90,000 | | 5,071 | |
Philip Morris International, Inc. | | 160,000 | | 6,962 | |
Total Common Stocks (cost $142,299) | | | | 124,874 | |
| | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (4.1%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $9,271 on 01/02/2009 à · | | $ | 9,271 | | 9,271 | |
Total Repurchase Agreement (cost $9,271) | | | | 9,271 | |
| | | | | |
Total Investment Securities (cost $246,350) # | | | | $ | 225,621 | |
The notes to the financial statements are an integral part of this report.
5
At December 31, 2008
(all amounts in thousands)
NOTES TO SCHEDULE OF INVESTMENTS:
* | | Floating or variable rate note. Rate is listed as of 12/31/2008. |
Ž | | The security has a perpetual maturity. The date shown is the next call date. |
¡ | | Coupon rate is fixed for a predetermined period of time and then converts to a floating rate until maturity/call date. Rate is listed as of 12/31/2008. |
‡ | | Non-income producing security. |
· | | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 01/29/2009, and with a market value plus accrued interest of $10,000. |
à | | State Street Bank & Trust company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | | Aggregate cost for federal income tax purposes is $245,569. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $18,850 and $38,798, respectively. Net unrealized depreciation for tax purposes is $19,948. |
DEFINITIONS:
144A | | 144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities are deemed to be liquid for purposes of compliance limitations on holdings of illiquid securities and may be resold as transactions exempt from registration, normally to qualified institutional buyers. At 12/31/2008, these securities aggregated $6,950, or 3.06% of the Fund’s net assets. |
ADR | | American Depositary Receipt |
FSB | | Full Service Bank |
LLC | | Limited Liability Company |
LP | | Limited Partnership |
NA | | National Association |
PLC | | Public Limited Company |
TIPS | | Treasury Inflation Protected Securities |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 124,874 | | $ | 100,747 | | $ | — | | $ | 225,621 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
6
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $246,350) | | $ | 225,621 | |
Receivables: | | | |
Investment securities sold | | 1,431 | |
Shares sold | | 2 | |
Interest | | 777 | |
Dividends | | 529 | |
| | 228,360 | |
Liabilities: | | | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 62 | |
Management and advisory fees | | 152 | |
Distribution and service fees | | 2 | |
Administration fees | | 4 | |
Other | | 70 | |
| | 290 | |
Net Assets | | $ | 228,070 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 265 | |
Additional paid-in capital | | 267,235 | |
Undistributed net investment income | | 11,335 | |
Accumulated net realized loss from investment securities and futures | | (30,036 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (20,729 | ) |
Net Assets | | $ | 228,070 | |
Net Assets by Class: | | | |
Initial Class | | $ | 220,482 | |
Service Class | | 7,588 | |
Shares Outstanding: | | | |
Initial Class | | 25,675 | |
Service Class | | 852 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 8.59 | |
Service Class | | 8.90 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $10) | | $ | 7,121 | |
Interest | | 5,591 | |
| | 12,712 | |
Expenses: | | | |
Management and advisory fees | | 2,373 | |
Printing and shareholder reports | | 34 | |
Custody fees | | 44 | |
Administration fees | | 63 | |
Legal fees | | 13 | |
Audit fees | | 18 | |
Trustees fees | | 9 | |
Transfer agent fees | | 6 | |
Distribution and service fees: | | | |
Service Class | | 18 | |
Other | | 7 | |
Total expenses | | 2,585 | |
| | | |
Net Investment Income | | 10,127 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (28,738 | ) |
Futures contracts | | 2 | |
| | (28,736 | ) |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (91,721 | ) |
Net Realized and Unrealized Loss | | (120,457 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (110,330 | ) |
The notes to the financial statements are an integral part of this report.
7
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 10,127 | | $ | 12,017 | |
Net realized gain (loss) from investment securities and futures contracts | | (28,736 | ) | 30,560 | |
Change in net unrealized depreciation on investment securities | | (91,721 | ) | (13,892 | ) |
Net increase (decrease) in net assets resulting from operations | | (110,330 | ) | 28,685 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (10,929 | ) | (10,590 | ) |
Service Class | | (312 | ) | (186 | ) |
| | (11,241 | ) | (10,776 | ) |
From net realized gains: | | | | | |
Initial Class | | (29,008 | ) | (6,513 | ) |
Service Class | | (878 | ) | (123 | ) |
| | (29,886 | ) | (6,636 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 10,753 | | 12,437 | |
Service Class | | 9,619 | | 2,569 | |
| | 20,372 | | 15,006 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 39,937 | | 17,103 | |
Service Class | | 1,190 | | 310 | |
| | 41,127 | | 17,413 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (76,455 | ) | (88,531 | ) |
Service Class | | (6,633 | ) | (2,105 | ) |
| | (83,088 | ) | (90,636 | ) |
Net decrease in net assets from capital shares transactions | | (21,589 | ) | (58,217 | ) |
Net decrease in net assets | | (173,046 | ) | (46,944 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 401,116 | | 448,060 | |
End of year | | $ | 228,070 | | $ | 401,116 | |
Undistributed Net Investment Income | | $ | 11,335 | | $ | 12,261 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 924 | | 875 | |
Service Class | | 819 | | 173 | |
| | 1,743 | | 1,048 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 3,563 | | 1,244 | |
Service Class | | 102 | | 22 | |
| | 3,665 | | 1,266 | |
Shares redeemed: | | | | | |
Initial Class | | (6,556 | ) | (6,176 | ) |
Service Class | | (580 | ) | (143 | ) |
| | (7,136 | ) | (6,319 | ) |
Net decrease in shares outstanding: | | | | | |
Initial Class | | (2,069 | ) | (4,057 | ) |
Service Class | | 341 | | 52 | |
| | (1,728 | ) | (4,005 | ) |
The notes to the financial statements are an integral part of this report.
8
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 14.19 | | $ | 13.88 | | $ | 12.88 | | $ | 13.48 | | $ | 12.41 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.38 | | 0.40 | | 0.36 | | 0.31 | | 0.36 | |
Net realized and unrealized gain (loss) | | (4.33 | ) | 0.51 | | 1.52 | | 0.51 | | 0.86 | |
Total operations | | (3.95 | ) | 0.91 | | 1.88 | | 0.82 | | 1.22 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.45 | ) | (0.37 | ) | (0.35 | ) | (0.36 | ) | (0.15 | ) |
From net realized gains | | (1.20 | ) | (0.23 | ) | (0.53 | ) | (1.06 | ) | — | |
Total distributions | | (1.65 | ) | (0.60 | ) | (0.88 | ) | (1.42 | ) | (0.15 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.59 | | $ | 14.19 | | $ | 13.88 | | $ | 12.88 | | $ | 13.48 | |
Total Return(b) | | (30.54 | )% | 6.72 | % | 15.27 | % | 6.59 | % | 9.96 | % |
Net Assets End of Year (000’s) | | $ | 220,482 | | $ | 393,632 | | $ | 441,492 | | $ | 462,906 | | $ | 525,519 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.81 | % | 0.83 | % | 0.83 | % | 0.85 | % | 0.84 | % |
Net investment income, to average net assets | | 3.20 | % | 2.79 | % | 2.70 | % | 2.34 | % | 2.88 | % |
Portfolio turnover rate | | 58 | % | 45 | % | 41 | % | 58 | % | 98 | % |
For a share outstanding throughout each period
| | Service Class Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 14.64 | | $ | 14.31 | | $ | 13.25 | | $ | 13.86 | | $ | 12.74 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.36 | | 0.37 | | 0.34 | | 0.28 | | 0.37 | |
Net realized and unrealized gain (loss) | | (4.47 | ) | 0.54 | | 1.57 | | 0.52 | | 0.87 | |
Total operations | | (4.11 | ) | 0.91 | | 1.91 | | 0.80 | | 1.24 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.43 | ) | (0.35 | ) | (0.32 | ) | (0.35 | ) | (0.12 | ) |
From net realized gains | | (1.20 | ) | (0.23 | ) | (0.53 | ) | (1.06 | ) | — | |
Total distributions | | (1.63 | ) | (0.58 | ) | (0.85 | ) | (1.41 | ) | (0.12 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.90 | | $ | 14.64 | | $ | 14.31 | | $ | 13.25 | | $ | 13.86 | |
Total Return(b) | | (30.70 | )% | 6.46 | % | 15.04 | % | 6.21 | % | 9.83 | % |
Net Assets End of Year (000’s) | | $ | 7,588 | | $ | 7,484 | | $ | 6,568 | | $ | 5,240 | | $ | 3,711 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.06 | % | 1.08 | % | 1.08 | % | 1.10 | % | 1.10 | % |
Net investment income, to average net assets | | 3.07 | % | 2.53 | % | 2.45 | % | 2.09 | % | 2.81 | % |
Portfolio turnover rate | | 58 | % | 45 | % | 41 | % | 58 | % | 98 | % |
(a) Calculation is based on average number of shares outstanding.
(b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
The notes to the financial statements are an integral part of this report.
9
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Transamerica Value Balanced also changed its name to Transamerica Value Balanced VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
There were no recaptured commissions during the year ended December 31, 2008.
Futures contracts: The Fund may enter into futures contracts to manage exposure to market, interest rate or currency fluctuations. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. The primary risks associated with futures contracts are imperfect correlation between the change in market value of the securities held and the prices of futures contracts; the possibility of an illiquid market and inability of the counterparty to meet the contract terms.
Real Estate Investment Trusts (“REITs”): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates.
Dividend income is recorded at management’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year end and may differ from the estimated amounts.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Transamerica Investment Management, LLC (“TIM”) is both an affiliate of the Fund and is a sub-adviser of the Fund.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $500 million | | 0.75 | % |
Over $500 million up to $1 billion | | 0.65 | % |
Over $1 billion | | 0.60 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $9 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 148,685 | |
U.S. Government | | 34,016 | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 200,958 | |
U.S. Government | | 46,692 | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | 188 | |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | (188 | ) |
12
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. (continued)
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
$ | 28,035 | | December 31, 2016 | |
| | | | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 12,884 | |
Long-term Capital Gain | | 4,528 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 14,802 | |
Long-term Capital Gain | | 26,325 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 9,855 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (28,035 | ) |
Post October Capital Loss Deferral | | $ | (1,302 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (19,948 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
13
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Value Balanced VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Value Balanced VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
14
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $26,325 for the year ended December 31, 2008.
15
Transamerica Van Kampen Active International Allocation VP
(unaudited)
MARKET ENVIRONMENT
Economic reports continue to confirm the worst global synchronized slowdown in at least three decades. Along with a plunge in industrial activity, consumers in Europe, Japan and the U.S. drastically reduced spending. The good news is that the cost of gasoline has fallen sharply and the global authorities have started to implement massive fiscal stimulus to slash taxes and short-term interest rates. Equally important, we think, was the Federal Reserve Board’s (“Fed”) decision to buy $500-$600 billion of mortgage debt directly from the Government Sponsored Enterprises (“GSEs”) and $200-$300 billion of asset-backed securities to support consumer lending. Fed Chairman Bernanke also said the Fed is open to buying longer-dated Treasuries and possibly even corporate debt.
Resolutions of every prior major banking crisis were elusive until bad assets were removed (or written off) from the banks’ balance sheets. This has not completely happened yet in the U.S. and Europe. Everything governments and central banks have done to encourage the pricing and clearing of these assets (including TARP) has been helpful; but up to now, insufficient in our view. That said, governments and central banks have so far been able to buy time as they wind down the shadow banking system and work to repair the financial system and credit conduits.
We believe equity markets are oversold and prone to sharp tactical rallies, as the economic, fiscal and monetary news unfolds. Our work shows us that equity valuations are reasonably priced, but not necessarily cheap, given the level of economic and financial distress. We remain cautious.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Van Kampen Active International Allocation VP Initial Class returned (38.83%). By comparison its benchmark, Morgan Stanley Capital International — Europe, Australasia, Far East Index (“MSCI-EAFE”), returned (43.06%).
STRATEGY REVIEW
Relative to the MSCI-EAFE, the portfolio’s outperformance was largely attributable to the portfolio’s underweight position in the poorly performing financial sector, combined with strong stock selection in the consumer discretionary sector. However, these effects were slightly offset by an overweight to the technology sector.
We positioned the portfolio cyclically in the first half of the year and more defensively in the latter half. On average, the portfolio held approximately 6% cash in the second half, which we reduced to about 3% during December, due to the oversold condition of the market.
Ann D. Thivierge
Portfolio Manager
Morgan Stanley Investment Management Inc.
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (38.83 | )% | 2.89 | % | 0.58 | % | 3.40 | % | 04/08/1991 | |
MSCI-EAFE * | | (43.06 | )% | 2.10 | % | 1.18 | % | 4.46 | % | 04/08/1991 | |
Service Class | | (39.05 | )% | 2.62 | % | N/A | | 7.63 | % | 05/01/2003 | |
NOTES
* The Morgan Stanley Capital International-Europe, Australasia, Far East (MSCI-EAFE) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
International investing involves special risks including fluctuations, political instability and different financial accounting standards. This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
| | | | | | | | | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 675.01 | | 1.07 | % | $ | 4.51 | |
Hypothetical (b) | | 1,000.00 | | 1,019.76 | | 1.07 | | 5.43 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 673.24 | | 1.32 | | 5.55 | |
Hypothetical (b) | | 1,000.00 | | 1,018.50 | | 1.32 | | 6.70 | |
| | | | | | | | | | | | |
(a) | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days). |
| |
(b) | 5% return per year before expenses. |
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Region
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by region of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
CONVERTIBLE PREFERRED STOCK (0.0%) | | | | | |
Australia (0.0%) | | | | | |
Bbi Eps, Ltd., 5.05% p | | 230 | | $ | ¨ | |
Total Convertible Preferred Stock (cost $1) | | | | ¨ | |
| | | | | |
PREFERRED STOCKS (0.3%) | | | | | |
Brazil (0.0%) | | | | | |
All America Latina Logistica SA, 0.42% p | | 10,200 | | 43 | |
Sadia SA, 0.33% p | | 18,201 | | 29 | |
Germany (0.3%) | | | | | |
Henkel AG & Co. KGAA, 1.97% p | | 3,471 | | 109 | |
Porsche AG, 0.72% p | | 1,479 | | 116 | |
RWE AG, 5.18% p | | 569 | | 43 | |
Volkswagen AG, 1.98% p | | 1,090 | | 59 | |
Total Preferred Stocks (cost $787) | | | | 399 | |
| | | | | |
COMMON STOCKS (92.9%) | | | | | |
Australia (1.3%) | | | | | |
AGL Energy, Ltd. | | 3,114 | | 33 | |
Alumina, Ltd. | | 6,401 | | 6 | |
Amcor, Ltd. | | 12,906 | | 52 | |
AMP, Ltd. | | 8,267 | | 32 | |
Ansell, Ltd. | | 989 | | 9 | |
Apa Group | | 957 | | 2 | |
Asciano Group | | 2,862 | | 3 | |
Australia & New Zealand Banking Group, Ltd. | | 1,950 | | 21 | |
BHP Billiton, Ltd. ^ | | 18,974 | | 403 | |
BlueScope Steel, Ltd. | | 4,251 | | 10 | |
Boral, Ltd. | | 8,531 | | 28 | |
Brambles, Ltd. | | 6,121 | | 32 | |
Caltex Australia, Ltd. | | 2,753 | | 14 | |
Coca-Cola Amatil, Ltd. | | 3,361 | | 22 | |
Commonwealth Bank of Australia | | 1,569 | | 32 | |
CSL, Ltd. | | 1,321 | | 31 | |
CSR, Ltd. | | 14,820 | | 18 | |
Fairfax Media, Ltd. ^ | | 6,287 | | 7 | |
Foster’s Group, Ltd. | | 12,709 | | 49 | |
Insurance Australia Group, Ltd. | | 10,893 | | 30 | |
Leighton Holdings, Ltd. ^ | | 1,102 | | 21 | |
Lend Lease Corp., Ltd. | | 3,087 | | 16 | |
Macquarie Group, Ltd. ^ | | 1,280 | | 26 | |
Macquarie Infrastructure Group ^ | | 14,523 | | 17 | |
National Australia Bank, Ltd. | | 2,104 | | 31 | |
Newcrest Mining, Ltd. | | 2,776 | | 66 | |
OneSteel, Ltd. | | 4,716 | | 8 | |
Orica, Ltd. | | 4,153 | | 41 | |
Origin Energy, Ltd. | | 4,774 | | 54 | |
Paperlinx, Ltd. | | 6,733 | | 3 | |
QBE Insurance Group, Ltd. ^ | | 4,232 | | 76 | |
Rio Tinto, Ltd. ^ | | 1,655 | | 44 | |
Santos, Ltd. | | 3,293 | | 35 | |
Sonic Healthcare, Ltd. | | 875 | | 9 | |
Stockland REIT | | 413 | | 1 | |
Suncorp-Metway, Ltd. | | 3,554 | | 21 | |
Tabcorp Holdings, Ltd. | | 2,490 | | 12 | |
Telstra Corp., Ltd. | | 13,369 | | 36 | |
Toll Holdings, Ltd. | | 1,649 | | 7 | |
Transurban Group ‡ ^ | | 4,750 | | 18 | |
Virgin Blue Holdings, Ltd. | | 2,937 | | 1 | |
Wesfarmers, Ltd. | | 948 | | 12 | |
Wesfarmers, Ltd. ^ | | 2,720 | | | 34 | |
Westpac Banking Corp. | | 2,197 | | 26 | |
Woodside Petroleum, Ltd. | | 2,959 | | 77 | |
Woolworths, Ltd. | | 6,436 | | 120 | |
Austria (0.1%) | | | | | |
Erste Group Bank AG ^ | | 2,471 | | 58 | |
OMV AG | | 1,895 | | 50 | |
Belgium (0.5%) | | | | | |
Anheuser-Busch InBev NV ‡ | | 2,616 | | ¨ | |
Belgacom SA ^ | | 2,279 | | 87 | |
Delhaize Group | | 1,235 | | 76 | |
Groupe Bruxelles Lambert SA | | 1,121 | | 90 | |
InBev NV ^ | | 4,253 | | 99 | |
KBC Groep NV | | 2,371 | | 71 | |
Nationale A Portefeuille | | 558 | | 27 | |
Solvay SA -Class A ^ | | 848 | | 63 | |
UCB SA | | 1,843 | | 60 | |
Umicore | | 1,805 | | 36 | |
Bermuda (0.3%) | | | | | |
Cheung Kong Infrastructure Holdings, Ltd. | | 13,000 | | 49 | |
Chow Sang Sang Holding | | 14,000 | | 7 | |
Esprit Holdings, Ltd. | | 17,600 | | 100 | |
Frontline, Ltd. ^ | | 850 | | 25 | |
Kerry Properties, Ltd. | | 8,091 | | 22 | |
LI & Fung, Ltd. | | 67,614 | | 117 | |
Noble Group, Ltd. ^ | | 30,000 | | 21 | |
NWS Holdings, Ltd. | | 223 | | ¨ | |
Rexcapital Financial Holdings, Ltd. ‡ | | 218,789 | | 5 | |
SeaDrill, Ltd. ^ | | 3,700 | | 30 | |
Shangri-La Asia, Ltd. | | 1,125 | | 1 | |
Yue Yuen Industrial Holdings | | 13,500 | | 27 | |
Brazil (0.1%) | | | | | |
Banco Do Brasil SA | | 8,200 | | 52 | |
Lojas Renner SA | | 8,300 | | 56 | |
Perdigao SA ‡ | | 4,900 | | 62 | |
Cayman Islands (0.2%) | | | | | |
Agile Property Holdings, Ltd. | | 71,444 | | 38 | |
Chaoda Modern Agriculture Holdings, Ltd. | | 50,544 | | 32 | |
China Resources Land, Ltd. | | 36,000 | | 45 | |
Daphne International Holdings, Ltd. | | 91,900 | | 15 | |
Hutchison Telecommunications International, Ltd. | | 18,000 | | 5 | |
Kingboard Chemical Holdings, Ltd. | | 13,500 | | 24 | |
LI Ning Co., Ltd. | | 26,000 | | 41 | |
New World China Land, Ltd. | | 66,600 | | 20 | |
Cyprus (0.0%) | | | | | |
Prosafe Production Public, Ltd. ‡ | | 3,536 | | 6 | |
Denmark (0.6%) | | | | | |
A.P. Moller Maersk -Class B | | 20 | | 108 | |
DSV A/S ^ | | 3,000 | | 33 | |
GN Store Nord ‡ | | 3,129 | | 6 | |
Novo Nordisk A/S | | 8,922 | | 460 | |
Novozymes A/S ^ | | 786 | | 63 | |
Vestas Wind Systems ‡ | | 2,000 | | 118 | |
Finland (1.4%) | | | | | |
Fortum OYJ | | 7,412 | | 161 | |
Kesko OYJ -Class B | | 5,531 | | 139 | |
Kone OYJ -Class B | | 2,135 | | 48 | |
Metso OYJ | | 5,863 | | 72 | |
The notes to the financial statements are an integral part of this report.
4
| | Shares | | Value | |
Finland (continued) | | | | | |
Neste Oil OYJ | | 1,357 | | $ | 20 | |
Nokia OYJ | | 62,681 | | 984 | |
Outokumpu OYJ | | 2,264 | | 27 | |
Rautaruukki OYJ | | 1,488 | | 26 | |
Sampo OYJ -Class A | | 3,774 | | 71 | |
Stora Enso OYJ -Class R | | 9,824 | | 78 | |
UPM-Kymmene OYJ | | 8,551 | | 110 | |
Wartsila OYJ | | 692 | | 21 | |
France (9.3%) | | | | | |
Accor SA | | 2,370 | | 117 | |
Air Liquide SA | | 4,046 | | 371 | |
Alcatel-Lucent ‡ ^ | | 30,564 | | 66 | |
Alstom SA | | 5,448 | | 325 | |
ATOS Origin SA | | 183 | | 5 | |
AXA SA | | 14,682 | | 330 | |
BNP Paribas | | 11,411 | | 493 | |
Bouygues | | 6,638 | | 282 | |
Capital Gemini SA | | 2,153 | | 83 | |
Carrefour SA ^ | | 12,807 | | 495 | |
Casino Guichard Perrachon SA | | 1,725 | | 131 | |
Cie de Saint-Gobain ^ | | 3,120 | | 147 | |
Cie Generale D’optique Essilor International SA | | 2,121 | | 100 | |
CNP Assurances | | 911 | | 66 | |
Credit Agricole SA | | 4,800 | | 54 | |
Dassault Systemes SA | | 627 | | 28 | |
Electricite de France ^ | | 2,139 | | 124 | |
Eurazeo NPV | | 325 | | 15 | |
France Telecom SA | | 33,079 | | 922 | |
Gdf Suez | | 21,829 | | 1,084 | |
Groupe Danone | | 4,678 | | 283 | |
Hermes International ^ | | 816 | | 114 | |
Imerys SA ^ | | 521 | | 24 | |
Lafarge SA ^ | | 2,431 | | 149 | |
Lagardere Sca ^ | | 2,083 | | 85 | |
L’Oreal SA | | 2,699 | | 236 | |
LVMH Moet Hennessy Louis Vuitton SA | | 2,872 | | 192 | |
Michelin -Class B | | 1,356 | | 72 | |
Neopost SA | | 679 | | 62 | |
Pernod-Ricard SA ^ | | 1,372 | | 102 | |
Peugeot SA | | 1,083 | | 19 | |
PPR SA ^ | | 1,345 | | 88 | |
Publicis Groupe ^ | | 938 | | 24 | |
Renault SA ^ | | 1,115 | | 29 | |
Safran SA ^ | | 814 | | 11 | |
Sanofi-Aventis SA | | 18,571 | | 1,188 | |
Schneider Electric SA | | 5,857 | | 436 | |
Scor Se | | 1,097 | | 25 | |
Societe BIC SA | | 377 | | 22 | |
Societe Generale | | 4,273 | | 217 | |
Societe Television Francaise ^ | | 3,192 | | 47 | |
Sodexo ^ | | 1,265 | | 70 | |
Technip SA | | 1,864 | | 57 | |
Thales SA | | 1,242 | | 52 | |
Total SA | | 37,493 | | 2,061 | |
Unibail-Rodamco REIT ^ | | 720 | | 108 | |
Valeo SA | | 886 | | 13 | |
Vallourec ^ | | 469 | | 53 | |
Veolia Environnement | | 9,448 | | 298 | |
Vinci SA | | 2,853 | | 120 | |
Vivendi | | 17,717 | | 577 | |
Zodiac SA ^ | | 138 | | 5 | |
Germany (7.1%) | | | | | |
Adidas AG | | 2,682 | | 102 | |
Allianz SE | | 3,293 | | 350 | |
BASF Se | | 15,484 | | 602 | |
Bayer AG | | 10,054 | | 586 | |
Bayerische Motoren Werke AG | | 4,103 | | 126 | |
Beiersdorf AG ^ | | 2,394 | | 142 | |
Celesio AG | | 2,174 | | 59 | |
Commerzbank AG ^ | | 4,246 | | 40 | |
Daimler AG | | 9,468 | | 361 | |
Deutsche Bank AG ^ | | 1,778 | | 70 | |
Deutsche Boerse AG | | 3,434 | | 248 | |
Deutsche Lufthansa AG | | 2,652 | | 44 | |
Deutsche Post AG | | 8,347 | | 141 | |
Deutsche Postbank AG ^ | | 609 | | 13 | |
Deutsche Telekom AG | | 44,338 | | 670 | |
E.ON AG | | 39,073 | | 1,534 | |
Fresenius Medical Care AG | | 5,096 | | 234 | |
Hochtief AG | | 574 | | 30 | |
Infineon Technologies AG ‡ ^ | | 6,137 | | 8 | |
K & S | | 5,324 | | 304 | |
Linde AG | | 1,427 | | 120 | |
Man AG | | 1,562 | | 88 | |
Merck KGAA | | 910 | | 81 | |
Metro AG | | 7,058 | | 281 | |
Muenchener Rueckversicherungs AG | | 1,648 | | 256 | |
Puma AG | | 129 | | 26 | |
RWE AG | | 8,409 | | 747 | |
SAP AG | | 20,252 | | 735 | |
Siemens AG | | 8,144 | | 613 | |
Suedzucker AG ^ | | 1,404 | | 21 | |
ThyssenKrupp AG | | 4,115 | | 115 | |
TUI AG ^ | | 1,842 | | 22 | |
Volkswagen AG | | 1,284 | | 447 | |
Greece (0.4%) | | | | | |
Alpha Bank A.E. | | 9,825 | | 92 | |
EFG Eurobank Ergasias SA | | 5,542 | | 44 | |
National Bank of Greece SA | | 11,226 | | 208 | |
Opap SA | | 2,000 | | 58 | |
Piraeus Bank SA | | 9,575 | | 85 | |
Titan Cement Co. SA | | 900 | | 17 | |
Hong Kong (2.0%) | | | | | |
Bank of East Asia, Ltd. | | 31,520 | | 66 | |
BOC Hong Kong Holdings, Ltd. | | 68,000 | | 78 | |
Cathay Pacific Airways, Ltd. | | 9,000 | | 10 | |
Cheung Kong Holdings, Ltd. | | 27,000 | | 258 | |
China Resources Enterprise | | 30,000 | | 53 | |
China Travel International INV HK | | 190,000 | | 37 | |
CLP Holdings, Ltd. | | 34,003 | | 231 | |
Hang Lung Properties, Ltd. | | 76,000 | | 167 | |
Hang Seng Bank, Ltd. | | 13,600 | | 180 | |
Henderson Land Development Co., Ltd. | | 13,000 | | 49 | |
Hong Kong & China Gas Co., Ltd. | | 89,571 | | 136 | |
Hong Kong Exchanges and Clearing, Ltd. | | 18,900 | | 181 | |
HongKong Electric Holdings | | 27,500 | | 155 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
5
| | Shares | | Value | |
Hong Kong (continued) | | | | | |
Hopewell Holdings, Ltd. | | 13,000 | | $ | 43 | |
Hutchison Whampoa, Ltd. | | 39,920 | | 202 | |
Hysan Development Co., Ltd. | | 21,590 | | 35 | |
Link REIT | | 33,986 | | 57 | |
MTR Corp. | | 29,176 | | 68 | |
New World Development, Ltd. | | 46,465 | | 48 | |
PCCW, Ltd. | | 71,220 | | 34 | |
Sino Land Co. | | 11,855 | | 12 | |
Sun Hung KAI Properties, Ltd. | | 34,500 | | 290 | |
Swire Pacific, Ltd. | | 13,500 | | 94 | |
Wharf Holdings, Ltd. | | 27,016 | | 75 | |
Indonesia (0.1%) | | | | | |
PT Astra International Tbk | | 74,000 | | 73 | |
Ireland (0.2%) | | | | | |
Allied Irish Banks PLC | | 9,799 | | 24 | |
CRH PLC | | 6,684 | | 172 | |
Isle of Man (0.0%) | | | | | |
Genting International PLC ‡ ^ | | 73,000 | | 23 | |
Italy (1.6%) | | | | | |
Alleanza Assicurazioni SpA | | 3,254 | | 27 | |
Assicurazioni Generali SpA | | 7,146 | | 197 | |
Banco Popolare SC | | 5,321 | | 38 | |
Enel SpA | | 48,185 | | 310 | |
ENI SpA | | 23,526 | | 566 | |
Fiat SpA | | 5,804 | | 39 | |
Intesa Sanpaolo SpA | | 108,432 | | 394 | |
Saipem SpA | | 2,965 | | 51 | |
Telecom Italia SpA | | 110,858 | | 182 | |
UniCredit SpA | | 83,055 | | 211 | |
Unione DI Banche Italiane SCpA | | 5,653 | | 83 | |
Japan (29.4%) | | | | | |
77th Bank | | 11,000 | | 60 | |
ACOM Co., Ltd. ^ | | 440 | | 19 | |
Advantest Corp. ^ | | 4,300 | | 70 | |
AEON Co., Ltd. ^ | | 10,700 | | 108 | |
AEON Credit Service Co., Ltd. | | 500 | | 5 | |
Aiful Corp. ^ | | 425 | | 1 | |
AIOI Insurance Co., Ltd. | | 1,000 | | 5 | |
Ajinomoto Co., Inc. | | 14,000 | | 153 | |
ALPS Electric Co., Ltd. | | 3,900 | | 19 | |
Amada Co., Ltd. | | 8,000 | | 39 | |
Asahi Breweries, Ltd. | | 7,400 | | 128 | |
Asahi Glass Co., Ltd. | | 26,000 | | 148 | |
Asahi Kasei Corp. | | 26,000 | | 115 | |
Asatsu-Dk, Inc. ^ | | 300 | | 7 | |
Astellas Pharma, Inc. | | 9,800 | | 401 | |
Bank of Kyoto, Ltd. ^ | | 9,000 | | 101 | |
Bank of Yokohama, Ltd. | | 33,000 | | 195 | |
Benesse Corp. | | 600 | | 26 | |
Bridgestone Corp. ^ | | 20,100 | | 302 | |
Canon, Inc. | | 20,750 | | 657 | |
Casio Computer Co., Ltd. | | 9,500 | | 60 | |
Central Japan Railway Co. | | 37 | | 321 | |
Chiba Bank, Ltd. | | 21,000 | | 131 | |
Chiyoda Corp. ^ | | 6,000 | | 33 | |
Chubu Electric Power Co., Inc. | | 11,000 | | 335 | |
Chugai Pharmaceutical Co., Ltd. | | 6,202 | | 121 | |
Chuo Mitsui Trust Holdings, Inc. | | 19,000 | | 93 | |
Citizen Holdings Co., Ltd. ^ | | 8,100 | | 29 | |
COMSYS Holdings Corp. | | 5,000 | | 47 | |
Credit Saison Co., Ltd. ^ | | 1,800 | | 25 | |
CSK Holdings Corp. | | 1,500 | | 8 | |
DAI Nippon Printing Co., Ltd. | | 9,000 | | 100 | |
Daicel Chemical Industries, Ltd. | | 4,000 | | 19 | |
Daiichi Sankyo Co., Ltd. | | 13,456 | | 318 | |
Daikin Industries, Ltd. | | 3,900 | | 103 | |
Daito Trust Construction Co., Ltd. | | 3,400 | | 178 | |
Daiwa House Industry Co., Ltd. | | 20,000 | | 196 | |
Daiwa Securities Group, Inc. ^ | | 39,000 | | 234 | |
Denki Kagaku Kogyo KK | | 7,000 | | 17 | |
Denso Corp. | | 14,500 | | 246 | |
Dic Corp. | | 12,000 | | 25 | |
DOWA Holdings Co., Ltd. | | 11,000 | | 41 | |
East Japan Railway Co. | | 86 | | 654 | |
Ebara Corp. ^ | | 7,000 | | 16 | |
Eisai Co., Ltd. | | 4,800 | | 200 | |
Familymart Co., Ltd. | | 1,400 | | 61 | |
Fanuc, Ltd. | | 3,900 | | 280 | |
Fast Retailing Co., Ltd. | | 2,200 | | 323 | |
Fuji Electric Holdings Co., Ltd. ^ | | 4,000 | | 6 | |
Fuji Soft, Inc. | | 900 | | 19 | |
Fujifilm Holdings Corp. | | 10,100 | | 225 | |
Fujikura, Ltd. | | 5,000 | | 17 | |
Fujitsu, Ltd. | | 38,000 | | 185 | |
Fukuoka Financial Group, Inc. | | 19,000 | | 83 | |
Furukawa Electric Co., Ltd. | | 16,000 | | 78 | |
Gunma Bank, Ltd. | | 1,000 | | 6 | |
Hachijuni Bank, Ltd. | | 1,000 | | 6 | |
Hirose Electric Co., Ltd. ^ | | 700 | | 71 | |
Hiroshima Bank, Ltd. | | 1,000 | | 4 | |
Hitachi Construction Machinery Co., Ltd. ^ | | 700 | | 8 | |
Hitachi, Ltd. | | 68,000 | | 264 | |
Hokuhoku Financial Group, Inc. | | 35,000 | | 83 | |
Honda Motor Co., Ltd. | | 34,700 | | 739 | |
Hoya Corp. ^ | | 8,200 | | 143 | |
Ibiden Co., Ltd. | | 2,700 | | 56 | |
IHI Corp. | | 26,000 | | 33 | |
INPEX Corp. | | 9 | | 72 | |
Isetan Mitsukoshi Holdings, Ltd. ‡ ^ | | 6,060 | | 52 | |
It Holdings Corp. ‡ | | 800 | | 13 | |
ITOCHU Corp. | | 35,000 | | 177 | |
ITOCHU Techno-Solutions Corp. ^ | | 700 | | 17 | |
J Front Retailing Co., Ltd. | | 8,000 | | 33 | |
Japan Airlines Corp. ‡ | | 19,000 | | 45 | |
Japan Real Estate Investment Corp. -Class A REIT | | 14 | | 125 | |
Japan Retail Fund Investment Corp. -Class A REIT | | 11 | | 48 | |
Japan Tobacco, Inc. | | 98 | | 325 | |
JFE Holdings, Inc. | | 7,700 | | 205 | |
JGC Corp. | | 6,000 | | 90 | |
Joyo Bank, Ltd. | | 23,000 | | 131 | |
JS Group Corp. | | 4,800 | | 74 | |
JSR Corp. ^ | | 3,300 | | 37 | |
Kajima Corp. | | 27,000 | | 95 | |
Kaneka Corp. | | 6,000 | | 38 | |
Kansai Electric Power Co., Inc. | | 21,000 | | 608 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
6
| | Shares | | Value | |
Japan (continued) | | | | | |
KAO Corp. | | 14,000 | | $ | 425 | |
Kawasaki Heavy Industries, Ltd. | | 26,000 | | 52 | |
Keihin Electric Express Railway Co., Ltd. ^ | | 7,000 | | 62 | |
KEIO Corp. ^ | | 2,000 | | 12 | |
Keyence Corp. | | 820 | | 169 | |
Kikkoman Corp. | | 4,000 | | 48 | |
Kintetsu Corp. ^ | | 40,000 | | 184 | |
Kirin Holdings Co., Ltd. | | 21,000 | | 279 | |
Kobe Steel, Ltd. | | 44,000 | | 81 | |
Komatsu, Ltd. ^ | | 22,900 | | 292 | |
Konami Corp. | | 2,700 | | 70 | |
Konica Minolta Holdings, Inc. | | 10,500 | | 82 | |
Kubota Corp. | | 33,000 | | 239 | |
Kuraray Co., Ltd. ^ | | 7,500 | | 59 | |
Kurita Water Industries, Ltd. ^ | | 1,500 | | 41 | |
Kyocera Corp. ^ | | 3,300 | | 239 | |
Kyowa Hakko Kirin Co., Ltd. | | 7,011 | | 74 | |
Kyushu Electric Power Co., Inc. | | 6,400 | | 170 | |
Lawson, Inc. | | 800 | | 46 | |
Leopalace21 Corp. | | 2,200 | | 22 | |
Mabuchi Motor Co., Ltd. ^ | | 500 | | 21 | |
Marubeni Corp. | | 49,000 | | 188 | |
Marui Group Co., Ltd. | | 9,600 | | 56 | |
Matsui Securities Co., Ltd. ^ | | 4,400 | | 37 | |
Meiji Seika Kaisha, Ltd. ^ | | 3,000 | | 14 | |
Meitec Corp. | | 300 | | 5 | |
Minebea Co., Ltd. | | 8,000 | | 28 | |
Mitsubishi Chemical Holdings Corp. | | 18,000 | | 80 | |
Mitsubishi Corp. | | 30,600 | | 433 | |
Mitsubishi Electric Corp. | | 45,000 | | 282 | |
Mitsubishi Estate Co., Ltd. | | 24,000 | | 396 | |
Mitsubishi Heavy Industries, Ltd. ^ | | 76,000 | | 340 | |
Mitsubishi Materials Corp. | | 41,000 | | 104 | |
Mitsubishi Rayon Co., Ltd. ^ | | 11,000 | | 33 | |
Mitsubishi UFJ Financial Group, Inc. ^ | | 191,608 | | 1,204 | |
Mitsui & Co., Ltd. | | 36,000 | | 370 | |
Mitsui Chemicals, Inc. ^ | | 8,000 | | 30 | |
Mitsui Fudosan Co., Ltd. | | 18,000 | | 300 | |
Mitsui Mining & Smelting Co., Ltd. | | 25,000 | | 53 | |
Mitsui O.S.K. Lines, Ltd. ^ | | 2,000 | | 12 | |
Mitsui Sumitomo Insurance Group Holdings, Inc. | | 11,100 | | 353 | |
Mizuho Financial Group, Inc. ^ | | 221 | | 628 | |
Murata Manufacturing Co., Ltd. ^ | | 4,000 | | 157 | |
NEC Corp. | | 42,000 | | 142 | |
NEC Electronics Corp. ‡ | | 1,300 | | 12 | |
NGK Insulators, Ltd. | | 8,000 | | 91 | |
NGK Spark Plug Co., Ltd. | | 6,000 | | 48 | |
Nidec Corp. | | 2,400 | | 94 | |
Nikon Corp. | | 7,000 | | 84 | |
Nintendo Co., Ltd. | | 1,700 | | 650 | |
Nippon Building Fund, Inc. -Class A REIT | | 14 | | 154 | |
Nippon Electric Glass Co., Ltd. | | 7,000 | | 37 | |
Nippon Express Co., Ltd. | | 22,000 | | 93 | |
Nippon Meat Packers, Inc. | | 4,000 | | 61 | |
Nippon Mining Holdings, Inc. ^ | | 13,500 | | 59 | |
Nippon Oil Corp. | | 35,000 | | 177 | |
Nippon Paper Group, Inc. | | 58 | | 229 | |
Nippon Sheet Glass Co., Ltd. | | 8,000 | | 26 | |
Nippon Steel Corp. | | 102,000 | | 335 | |
Nippon Telegraph & Telephone Corp. | | 60 | | 310 | |
Nippon Yusen KK | | 25,000 | | 154 | |
Nipponkoa Insurance Co., Ltd. | | 1,000 | | 8 | |
Nishi-Nippon City Bank, Ltd. | | 11,000 | | 32 | |
Nissan Chemical Industries, Ltd. | | 3,000 | | 29 | |
Nissan Motor Co., Ltd. | | 50,800 | | 183 | |
Nisshin Seifun Group, Inc. | | 6,500 | | 86 | |
Nissin Foods Holdings Co., Ltd. ^ | | 1,900 | | 66 | |
Nitto Denko Corp. | | 5,300 | | 101 | |
Nomura Holdings, Inc. | | 56,700 | | 472 | |
Nomura Real Estate Office Fund, Inc. -Class A REIT | | 1 | | 7 | |
Nomura Research Institute, Ltd. | | 2,800 | | 53 | |
NSK, Ltd. | | 16,000 | | 60 | |
NTN Corp. | | 12,000 | | 36 | |
NTT Data Corp. | | 30 | | 121 | |
NTT DoCoMo, Inc. | | 87 | | 171 | |
Obayashi Corp. ^ | | 21,000 | | 126 | |
OBIC Co., Ltd. | | 170 | | 28 | |
OJI Paper Co., Ltd. | | 25,000 | | 147 | |
Oki Electric Industry Co., Ltd. ‡ ^ | | 12,000 | | 8 | |
Okumura Corp. ^ | | 5,000 | | 25 | |
Olympus Corp. ^ | | 3,000 | | 60 | |
Omron Corp. | | 4,900 | | 66 | |
Onward Holdings Co., Ltd. | | 4,000 | | 32 | |
Oracle Corp. ^ | | 1,200 | | 52 | |
Oriental Land Co., Ltd. ^ | | 1,500 | | 123 | |
ORIX Corp. | | 220 | | 13 | |
Osaka Gas Co., Ltd. | | 52,000 | | 240 | |
Panasonic Corp. ^ | | 47,000 | | 578 | |
Panasonic Electric Works Co., Ltd. | | 8,000 | | 71 | |
Pioneer Corp. ^ | | 3,100 | | 6 | |
Promise Co., Ltd. ^ | | 800 | | 20 | |
Resona Holdings, Inc. ^ | | 118 | | 175 | |
Ricoh Co., Ltd. | | 13,000 | | 167 | |
ROHM Co., Ltd. | | 3,100 | | 157 | |
Sanken Electric Co., Ltd. | | 3,000 | | 12 | |
Sanyo Electric Co., Ltd. ‡ ^ | | 42,000 | | 79 | |
Sapporo Hokuyo Holdings, Inc. | | 1 | | 4 | |
SBI Holdings, Inc. | | 216 | | 33 | |
Secom Co., Ltd. | | 3,300 | | 170 | |
Seiko Epson Corp. | | 2,600 | | 41 | |
Sekisui Chemical Co., Ltd. | | 8,000 | | 50 | |
Sekisui House, Ltd. | | 22,000 | | 194 | |
Seven & I Holdings Co., Ltd. | | 15,660 | | 538 | |
Sharp Corp. ^ | | 20,000 | | 144 | |
Shimachu Co., Ltd. | | 1,200 | | 27 | |
Shimamura Co., Ltd. | | 600 | | 46 | |
Shimano, Inc. ^ | | 2,000 | | 79 | |
Shimizu Corp. | | 21,000 | | 123 | |
Shin-Etsu Chemical Co., Ltd. | | 8,200 | | 378 | |
Shinko Securities Co., Ltd. | | 16,000 | | 35 | |
Shinsei Bank, Ltd. | | 29,000 | | 46 | |
Shionogi & Co., Ltd. | | 7,000 | | 181 | |
Shiseido Co., Ltd. | | 7,000 | | 144 | |
Shizuoka Bank, Ltd. | | 18,000 | | 209 | |
Showa Denko KK | | 14,000 | | 20 | |
Showa Shell Sekiyu KK | | 1,700 | | 17 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
7
| | Shares | | Value | |
Japan (continued) | | | | | |
SMC Corp. | | 1,300 | | $ | 134 | |
Softbank Corp. | | 20,000 | | 363 | |
Sompo Japan Insurance, Inc. | | 22,000 | | 163 | |
Sony Corp. ^ | | 16,100 | | 352 | |
Sony Financial Holdings, Inc. | | 2 | | 8 | |
Stanley Electric Co., Ltd. | | 1,000 | | 11 | |
Sumitomo Chemical Co., Ltd. | | 30,000 | | 103 | |
Sumitomo Corp. ^ | | 23,000 | | 204 | |
Sumitomo Electric Industries, Ltd. | | 14,600 | | 113 | |
Sumitomo Heavy Industries, Ltd. | | 8,000 | | 32 | |
Sumitomo Metal Industries, Ltd. | | 59,000 | | 146 | |
Sumitomo Metal Mining Co., Ltd. | | 22,000 | | 235 | |
Sumitomo Mitsui Financial Group, Inc. ^ | | 140 | | 581 | |
Sumitomo Realty & Development Co., Ltd. | | 8,000 | | 120 | |
Sumitomo Trust & Banking Co., Ltd. ^ | | 37,000 | | 219 | |
T&D Holdings, Inc. | | 6,000 | | 254 | |
Taiheiyo Cement Corp. ^ | | 12,000 | | 23 | |
Taisei Corp. | | 27,000 | | 74 | |
Taisho Pharmaceutical Co., Ltd. | | 2,911 | | 62 | |
Taiyo Yuden Co., Ltd. | | 1,000 | | 6 | |
Takashimaya Co., Ltd. ^ | | 9,000 | | 68 | |
Takeda Pharmaceutical Co., Ltd. | | 16,300 | | 850 | |
Takefuji Corp. ^ | | 990 | | 8 | |
TDK Corp. ^ | | 2,700 | | 100 | |
Teijin, Ltd. | | 20,000 | | 57 | |
Terumo Corp. | | 4,600 | | 215 | |
THK Co., Ltd. ^ | | 800 | | 8 | |
Tobu Railway Co., Ltd. ^ | | 24,000 | | 143 | |
Toho Co., Ltd. ^ | | 800 | | 17 | |
Tohoku Electric Power Co., Inc. | | 10,100 | | 273 | |
Tokio Marine Holdings, Inc. | | 19,348 | | 573 | |
Tokyo Broadcasting System, Inc. | | 2,500 | | 38 | |
Tokyo Electric Power Co., Inc. | | 33,500 | | 1,118 | |
Tokyo Electron, Ltd. | | 4,400 | | 155 | |
Tokyo Gas Co., Ltd. | | 56,000 | | 284 | |
Tokyo Tatemono Co., Ltd. | | 7,000 | | 32 | |
Tokyu Corp. | | 27,000 | | 136 | |
Tokyu Land Corp. | | 1,000 | | 4 | |
TonenGeneral Sekiyu KK ^ | | 9,000 | | 90 | |
Toppan Printing Co., Ltd. | | 9,000 | | 70 | |
Toray Industries, Inc. ^ | | 26,000 | | 132 | |
Toshiba Corp. ^ | | 57,000 | | 235 | |
Tosoh Corp. | | 8,000 | | 20 | |
Toto, Ltd. ^ | | 11,000 | | 70 | |
Toyo Seikan Kaisha, Ltd. | | 3,600 | | 62 | |
Toyota Industries Corp. | | 2,200 | | 47 | |
Toyota Motor Corp. | | 56,100 | | 1,855 | |
Trend Micro, Inc. ‡ ^ | | 2,500 | | 88 | |
Uni-Charm Corp. | | 500 | | 38 | |
UNY Co., Ltd. | | 1,000 | | 11 | |
Ushio, Inc. ^ | | 1,000 | | 13 | |
West Japan Railway Co. | | 4 | | 18 | |
Yahoo! Japan Corp. ^ | | 366 | | 150 | |
Yamada Denki Co., Ltd. ^ | | 2,410 | | 168 | |
Yamaha Corp. | | 1,900 | | 18 | |
Yamaha Motor Co., Ltd. | | 700 | | 7 | |
Yamato Holdings Co., Ltd. ^ | | 6,000 | | 78 | |
Yamazaki Baking Co., Ltd. | | 1,000 | | 15 | |
Yokogawa Electric Corp. | | 4,800 | | 32 | |
Jersey, C.I. (0.2%) | | | | | |
Experian Group, Ltd. | | 7,320 | | 46 | |
United Business Media, Ltd. | | 4,059 | | 30 | |
WPP PLC | | 37,856 | | 221 | |
Luxembourg (0.2%) | | | | | |
Arcelormittal | | 11,907 | | 289 | |
Mauritius (0.0%) | | | | | |
Golden Agri-Resources, Ltd. | | 368,490 | | 61 | |
Mexico (0.2%) | | | | | |
Corp. Geo SAB de CV -Class B ‡ ^ | | 22,900 | | 26 | |
Desarrolladora Homex SAB de CV ADR ‡ ^ | | 2,100 | | 48 | |
URBI Desarrollos Urbanos SA de CV ‡ | | 11,600 | | 16 | |
Wal-Mart de Mexico SAB de CV -Class V | | 47,305 | | 126 | |
Netherlands (2.8%) | | | | | |
AKZO Nobel NV | | 3,688 | | 152 | |
ASML Holding NV | | 7,867 | | 142 | |
European Aeronautic Defence and Space Co. NV ^ | | 2,912 | | 49 | |
Fugro NV | | 1,182 | | 34 | |
Heineken NV | | 14,633 | | 448 | |
ING Groep NV | | 20,555 | | 226 | |
James Hardie Industries NV | | 6,754 | | 22 | |
Koninklijke Ahold NV | | 20,661 | | 255 | |
Koninklijke DSM NV | | 2,179 | | 56 | |
Koninklijke KPN NV | | 33,650 | | 489 | |
Koninklijke Philips Electronics NV | | 12,568 | | 249 | |
Reed Elsevier NV | | 9,914 | | 118 | |
SBM Offshore NV ^ | | 3,009 | | 40 | |
STMicroelectronics NV | | 11,058 | | 74 | |
TNT NV | | 11,732 | | 228 | |
Unilever NV | | 38,221 | | 926 | |
Wolters Kluwer NV | | 6,413 | | 122 | |
New Zealand (0.0%) | | | | | |
Telecom Corp. of New Zealand, Ltd. | | 4,768 | | 6 | |
Norway (0.6%) | | | | | |
Aker Kvaerner ASA | | 3,400 | | 22 | |
DnB NOR ASA | | 6,065 | | 24 | |
Norsk Hydro ASA | | 12,940 | | 53 | |
Orkla ASA | | 9,790 | | 65 | |
Statoilhydro ASA | | 22,761 | | 381 | |
Telenor ASA | | 14,855 | | 100 | |
Yara International ASA | | 6,641 | | 146 | |
Portugal (0.3%) | | | | | |
Banco Comercial Portugues SA ‡ | | 36,436 | | 42 | |
Brisa -Class V | | 5,252 | | 39 | |
Energias de Portugal SA | | 30,394 | | 114 | |
Portugal Telecom SGPS SA | | 12,897 | | 110 | |
Zon Multimedia | | 6,105 | | 32 | |
Russian Federation (0.1%) | | | | | |
Unified Energy System OAO GDR ‡ § Ə | | 648 | | 65 | |
Wimm-Bill-Dann Foods OJSC ADR ‡ | | 1,600 | | 42 | |
Singapore (1.4%) | | | | | |
Ascendas REIT ‡ ^ | | 24,000 | | 23 | |
Capitacommercial Trust REIT ‡ ^ | | 77,000 | | 48 | |
Capitaland, Ltd. | | 42,000 | | 92 | |
CapitaMall Trust REIT ‡ ^ | | 24,000 | | 27 | |
City Developments, Ltd. | | 12,000 | | 54 | |
ComfortDelgro Corp., Ltd. | | 42,000 | | 43 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
8
| | Shares | | Value | |
Singapore (continued) | | | | | |
DBS Group Holdings, Ltd. ^ | | 24,000 | | $ | 141 | |
Fraser and Neave, Ltd. | | 24,000 | | 50 | |
Jardine Cycle & Carriage, Ltd. ^ | | 6,000 | | 40 | |
Keppel Corp., Ltd. | | 30,000 | | 91 | |
Olam International, Ltd. | | 30,000 | | 24 | |
Oversea-Chinese Banking Corp. | | 60,000 | | 209 | |
Parkway Holdings, Ltd. | | 7,000 | | 6 | |
Raffles Education Corp., Ltd. ^ | | 12,972 | | 5 | |
SembCorp Industries, Ltd. | | 24,000 | | 39 | |
SembCorp Marine, Ltd. | | 18,000 | | 21 | |
Singapore Airlines, Ltd. | | 12,003 | | 94 | |
Singapore Exchange, Ltd. ^ | | 18,000 | | 64 | |
Singapore Press Holdings, Ltd. | | 30,000 | | 65 | |
Singapore Telecommunications, Ltd. | | 174,000 | | 310 | |
United Overseas Bank, Ltd. | | 30,000 | | 271 | |
UOL Group, Ltd. | | 8,000 | | 12 | |
Venture Corp., Ltd. | | 12,000 | | 37 | |
Wilmar International, Ltd. | | 18,000 | | 35 | |
South Africa (0.0%) | | | | | |
Mondi, Ltd. | | 318 | | 1 | |
Spain (3.9%) | | | | | |
ACS Actividades Co. ^ | | 2,972 | | 138 | |
Banco Bilbao Vizcaya Argentaria SA ^ | | 22,883 | | 284 | |
Banco Popular Espanol SA ^ | | 20,563 | | 178 | |
Banco Santander SA | | 60,735 | | 587 | |
Iberdrola SA | | 38,085 | | 355 | |
Inditex SA | | 8,077 | | 360 | |
Indra Sistemas SA | | 1,323 | | 30 | |
Mapfre SA | | 7,389 | | 25 | |
Repsol Ypf SA | | 16,558 | | 354 | |
Telefonica SA | | 115,616 | | 2,610 | |
Union Fenosa SA | | 4,161 | | 104 | |
Sweden (1.9%) | | | | | |
Alfa Laval AB ^ | | 1,200 | | 11 | |
Assa Abloy AB -Class B ^ | | 4,025 | | 47 | |
Atlas Copco AB -Class B | | 5,700 | | 45 | |
Atlas Copco AB -Class A | | 24,678 | | 217 | |
Electrolux AB -Class B ^ | | 2,840 | | 25 | |
Getinge AB -Class B | | 4,049 | | 49 | |
Hennes & Mauritz AB -Class B | | 5,059 | | 201 | |
Holmen AB -Class B ^ | | 850 | | 21 | |
Husqvarna AB -Class B ^ | | 2,840 | | 15 | |
Investor AB -Class B | | 6,252 | | 95 | |
Lundin Petroleum AB ‡ ^ | | 8,448 | | 45 | |
Modern Times Group AB -Class B | | 1,396 | | 31 | |
Nordea Bank AB | | 42,748 | | 305 | |
Sandvik AB ^ | | 13,455 | | 86 | |
Skanska AB -Class B | | 4,648 | | 48 | |
SSAB Svenskt Stal AB -Class A | | 3,000 | | 27 | |
Svenska Cellulosa AB -Class B | | 9,300 | | 81 | |
Svenska Handelsbanken AB -Class A | | 12,084 | | 200 | |
Swedish Match AB | | 5,766 | | 83 | |
Tele2 AB -Class B | | 1,950 | | 18 | |
Telefonaktiebolaget LM Ericsson -Class B | | 64,341 | | 502 | |
TeliaSonera AB | | 28,704 | | 145 | |
Volvo AB -Class A ^ | | 6,145 | | 35 | |
Volvo AB -Class B | | 13,210 | | 75 | |
Switzerland (8.1%) | | | | | |
ABB, Ltd. ‡ | | 25,094 | | | 383 | |
Baloise Holding AG | | 422 | | 32 | |
Ciba Holding AG ‡ ^ | | 1,038 | | 46 | |
Compagnie Financiere Richemont SA | | 6,911 | | 132 | |
Credit Suisse Group AG | | 14,540 | | 407 | |
Geberit AG | | 487 | | 53 | |
Givaudan SA ^ | | 93 | | 73 | |
Holcim, Ltd. | | 3,185 | | 184 | |
Julius Baer Holding AG | | 2,323 | | 90 | |
Logitech International SA ‡ | | 3,894 | | 61 | |
Lonza Group AG ^ | | 670 | | 62 | |
Nestle SA | | 88,480 | | 3,504 | |
Nobel Biocare Holding AG ^ | | 4,555 | | 94 | |
Novartis AG | | 38,808 | | 1,944 | |
OC Oerlikon Corp. AG ‡ | | 116 | | 8 | |
Roche Holding AG | | 11,675 | | 1,807 | |
Schindler Holding AG | | 1,166 | | 54 | |
Straumann Holding AG ^ | | 390 | | 69 | |
Swatch Group AG | | 888 | | 24 | |
Swatch Group AG | | 420 | | 59 | |
Swiss Life Holding AG ‡ | | 361 | | 25 | |
Swiss Reinsurance | | 6,220 | | 305 | |
Swisscom AG | | 364 | | 118 | |
Syngenta AG | | 2,240 | | 435 | |
UBS AG | | 11,172 | | 163 | |
Zurich Financial Services AG | | 1,624 | | 355 | |
Turkey (0.0%) | | | | | |
Trakya CAM Sanayi As ‡ | | 1 | | ¨ | |
United Kingdom (18.4%) | | | | | |
3I Group | | 5,222 | | 20 | |
AMEC PLC | | 4,719 | | 34 | |
Anglo American PLC | | 16,983 | | 396 | |
AstraZeneca PLC | | 38,057 | | 1,557 | |
Aviva PLC | | 40,765 | | 231 | |
BAE Systems PLC | | 43,971 | | 239 | |
Balfour Beatty PLC | | 7,217 | | 35 | |
Barclays Bank PLC | | 80,605 | | 183 | |
Berkeley Group Holdings PLC ‡ | | 1,109 | | 14 | |
BG Group PLC | | 56,375 | | 780 | |
BHP Billiton, Ltd. | | 27,517 | | 534 | |
BP PLC | | 297,798 | | 2,299 | |
British Airways PLC | | 8,169 | | 22 | |
British American Tobacco PLC | | 37,077 | | 967 | |
British Sky Broadcasting Group PLC | | 31,343 | | 221 | |
BT Group PLC -Class A | | 167,683 | | 337 | |
Bunzl PLC | | 5,275 | | 45 | |
Burberry Group PLC | | 5,703 | | 18 | |
Cadbury PLC | | 16,462 | | 145 | |
Capital Group PLC | | 2,000 | | 21 | |
Carnival Corp. | | 2,309 | | 51 | |
Centrica PLC | | 56,995 | | 219 | |
Close Brothers Group PLC | | 673 | | 5 | |
Cobham PLC | | 15,415 | | 46 | |
Compass Group PLC | | 27,922 | | 139 | |
Daily Mail & General Trust ^ | | 4,130 | | 16 | |
Diageo PLC | | 42,229 | | 593 | |
FirstGroup PLC | | 6,306 | | 40 | |
The notes to the financial statements are an integral part of this report.
9
| | Shares | | Value | |
United Kingdom (continued) | | | | | |
Friends Provident PLC | | 30,357 | | $ | 39 | |
GKN PLC | | 6,509 | | 9 | |
GlaxoSmithKline PLC | | 123,430 | | 2,296 | |
Group 4 Securicor PLC | | 3,563 | | 11 | |
Hays PLC | | 4,978 | | 5 | |
HBOS PLC ‡ | | 68,523 | | ¨ | |
HBOS PLC | | 49,515 | | 51 | |
Home Retail Group PLC | | 7,805 | | 24 | |
HSBC Holdings PLC | | 83,731 | | 820 | |
ICAP PLC | | 1,517 | | 6 | |
IMI PLC | | 5,778 | | 23 | |
Imperial Tobacco Group PLC | | 12,173 | | 325 | |
Intercontinental Hotels Group PLC | | 4,580 | | 38 | |
International Power PLC | | 6,355 | | 22 | |
Invensys PLC ‡ | | 1,777 | | 5 | |
J Sainsbury PLC | | 17,056 | | 81 | |
Johnson Matthey PLC | | 2,820 | | 45 | |
Kingfisher PLC | | 11,088 | | 22 | |
Ladbrokes PLC | | 7,527 | | 20 | |
Legal & General Group PLC | | 104,401 | | 117 | |
Lloyds TSB Group PLC | | 80,609 | | 153 | |
Logica PLC | | 15,691 | | 16 | |
London Stock Exchange Group PLC | | 858 | | 6 | |
Man Group PLC | | 29,043 | | 100 | |
Marks & Spencer Group PLC | | 15,040 | | 47 | |
Meggitt PLC | | 7,991 | | 19 | |
National Express Group PLC | | 1,908 | | 14 | |
National Grid PLC | | 72,509 | | 717 | |
Next PLC | | 2,340 | | 37 | |
Old Mutual PLC | | 33,631 | | 27 | |
Pearson PLC | | 12,053 | | 114 | |
Prudential PLC | | 29,935 | | 182 | |
Reckitt Benckiser Group PLC | | 24,346 | | 912 | |
Reed Elsevier PLC | | 16,496 | | 121 | |
Rexam PLC | | 8,365 | | 43 | |
Rio Tinto, Ltd. | | 12,623 | | 281 | |
Rolls-Royce Group PLC ‡ | | 25,612 | | 125 | |
Royal & Sun Alliance Insurance Group PLC | | 21,400 | | 43 | |
Royal Bank of Scotland PLC | | 203,488 | | 150 | |
Royal Dutch Shell PLC -Class B | | 43,934 | | 1,114 | |
Royal Dutch Shell PLC -Class A | | 67,772 | | 1,781 | |
Sabmiller PLC | | 4,192 | | 70 | |
Sage Group PLC | | 22,155 | | 55 | |
Schroders PLC | | 1,420 | | 18 | |
Scottish & Southern Energy PLC | | 22,767 | | 401 | |
Serco Group PLC | | 1,448 | | 9 | |
Severn Trent PLC | | 7,442 | | 129 | |
Smith & Nephew PLC | | 15,973 | | 102 | |
Smiths Group PLC | | 4,972 | | 64 | |
Stagecoach Group PLC | | 4,640 | | 10 | |
Standard Chartered PLC | | 9,097 | | 116 | |
Standard Life PLC | | 8,481 | | 25 | |
Tate & Lyle PLC | | 8,917 | | 52 | |
Tesco PLC | | 97,818 | | 509 | |
Thomson Reuters Corp. | | 3,577 | | 80 | |
Tomkins PLC | | 12,882 | | 23 | |
Unilever PLC | | 24,655 | | 566 | |
United Utilities Group PLC | | 2,902 | | 26 | |
Vodafone Group PLC | | 1,132,742 | | 2,319 | |
Whitbread PLC | | 2,596 | | 35 | |
Wolseley PLC | | 7,917 | | 44 | |
Xstrata PLC | | 8,398 | | 79 | |
United States (0.2%) | | | | | |
Synthes, Inc. | | 1,925 | | 244 | |
Total Common Stocks (cost $148,968) | | | | 120,151 | |
| | | | | |
RIGHTS (0.0%) | | | | | |
Belgium (0.0%) | | | | | |
Fortis | | 21,687 | | ¨ | |
Japan (0.0%) | | | | | |
DOWA Holdings Co., Ltd. | | 10,000 | | ¨ | |
Singapore (0.0%) | | | | | |
DBS Group Holdings, Ltd. | | 12,000 | | 25 | |
United Kingdom (0.0%) | | | | | |
Lloyds TSB Group PLC - Class B | | 35,040 | | ¨ | |
Total Rights (cost $30) | | | | 25 | |
| | | | | |
WARRANT (0.0%) | | | | | |
Malaysia (0.0%) | | | | | |
IJM Land BHD | | | | | |
Expiration: 09/11/2013 | | | | | |
Exercise Price: $1.35 | | 9,570 | | 1 | |
Total Warrant (cost $0) | | | | 1 | |
| | | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (3.4%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $4,352 on 01/02/2009 à • | | $ | 4,352 | | 4,352 | |
Total Repurchase Agreement (cost $4,352) | | | | 4,352 | |
| | | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (5.9%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% à p | | 7,587,218 | | 7,587 | |
Total Securities Lending Collateral (cost $7,587) | | | | 7,587 | |
| | | | | |
Total Investment Securities (cost $161,725) # | | | | $ | 132,515 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
10
At December 31, 2008
(all amounts in thousands)
FUTURES CONTRACTS:
Description | | Contracts G | | Expiration Date | | Net Unrealized Appreciation (Depreciation) | |
DAX Index | | 4 | | 03/20/2009 | | $ | (20 | ) |
DJ Euro STOXX Index | | 193 | | 03/20/2009 | | 53 | |
FTSE 100 Index | | 20 | | 03/20/2009 | | 39 | |
TOPIX Index | | 20 | | 03/13/2009 | | (2 | ) |
| | | | | | $ | 70 | |
FORWARD FOREIGN CURRENCY CONTRACTS: ¹
Currency | | Bought (Sold) | | Settlement Date | | Amount in U.S. Dollars Bought (Sold) | | Net Unrealized Appreciation | |
Euro | | 4,920 | | 1/15/2009 | | $ | 6,340 | | $ | 494 | |
Euro | | (443 | ) | 1/15/2009 | | (626 | ) | 11 | |
Japanese Yen | | (172,160 | ) | 1/15/2009 | | (1,909 | ) | 9 | |
British Pound Sterling | | (266 | ) | 1/15/2009 | | (394 | ) | 11 | |
| | | | | | | | $ | 525 | |
| | | | | | | | | | | |
INVESTMENTS BY INDUSTRY (unaudited): | | Percentage of Total Investments | | Value | |
Pharmaceuticals | | 9.4 | % | $ | 12,185 | |
Commercial Banks | | 8.1 | % | 10,344 | |
Oil, Gas & Consumable Fuels | | 7.9 | % | 10,069 | |
Diversified Telecommunication Services | | 4.9 | % | 6,482 | |
Food Products | | 4.7 | % | 6,203 | |
Electric Utilities | | 4.5 | % | 6,108 | |
Insurance | | 3.3 | % | 4,249 | |
Automobiles | | 3.1 | % | 4,051 | |
Chemicals | | 2.9 | % | 3,848 | |
Metals & Mining | | 2.7 | % | 3,564 | |
Multi-Utilities | | 2.4 | % | 3,166 | |
Food & Staples Retailing | | 2.3 | % | 3,050 | |
Wireless Telecommunication Services | | 2.2 | % | 2,859 | |
Machinery | | 2.1 | % | 2,605 | |
Real Estate Management & Development | | 1.9 | % | 2,546 | |
Media | | 1.4 | % | 1,972 | |
Road & Rail | | 1.4 | % | 1,877 | |
Electrical Equipment | | 1.4 | % | 1,842 | |
Beverages | | 1.4 | % | 1,790 | |
Capital Markets | | 1.3 | % | 1,717 | |
Tobacco | | 1.3 | % | 1,700 | |
Software | | 1.3 | % | 1,697 | |
Electronic Equipment & Instruments | | 1.2 | % | 1,638 | |
Household Durables | | 1.2 | % | 1,605 | |
Communications Equipment | | 1.2 | % | 1,553 | |
Trading Companies & Distributors | | 1.2 | % | 1,522 | |
Industrial Conglomerates | | 1.1 | % | 1,488 | |
Household Products | | 1.1 | % | 1,484 | |
Construction & Engineering | | 1.0 | % | 1,288 | |
Specialty Retail | | 0.9 | % | 1,256 | |
Office Electronics | | 0.7 | % | 968 | |
Diversified Financial Services | | 0.7 | % | 952 | |
Health Care Equipment & Supplies | | 0.6 | % | 949 | |
Semiconductors & Semiconductor Equipment | | 0.6 | % | 786 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
11
INVESTMENTS BY INDUSTRY (unaudited): (continued) | | Percentage of Total Investments | | Value | |
Hotels, Restaurants & Leisure | | 0.6 | % | $ | 753 | |
Auto Components | | 0.5 | % | 747 | |
Textiles, Apparel & Luxury Goods | | 0.5 | % | 727 | |
Paper & Forest Products | | 0.5 | % | 669 | |
Building Products | | 0.5 | % | 668 | |
Computers & Peripherals | | 0.5 | % | 664 | |
Gas Utilities | | 0.4 | % | 662 | |
Construction Materials | | 0.4 | % | 617 | |
Real Estate Investment Trusts | | 0.4 | % | 598 | |
Aerospace & Defense | | 0.4 | % | 546 | |
Personal Products | | 0.4 | % | 522 | |
Air Freight & Logistics | | 0.4 | % | 454 | |
Multiline Retail | | 0.3 | % | 438 | |
Commercial Services & Supplies | | 0.3 | % | 413 | |
IT Services | | 0.3 | % | 374 | |
Health Care Providers & Services | | 0.2 | % | 308 | |
Marine | | 0.2 | % | 274 | |
Energy Equipment & Services | | 0.2 | % | 274 | |
Leisure Equipment & Products | | 0.1 | % | 221 | |
Airlines | | 0.1 | % | 216 | |
Distributors | | 0.1 | % | 170 | |
Containers & Packaging | | 0.1 | % | 157 | |
Internet Software & Services | | 0.1 | % | 150 | |
Water Utilities | | 0.1 | % | 129 | |
Consumer Finance | | 0.0 | % | 91 | |
Professional Services | | 0.0 | % | 77 | |
Transportation Infrastructure | | 0.0 | % | 74 | |
Life Sciences Tools & Services | | 0.0 | % | 62 | |
Diversified Consumer Services | | 0.0 | % | 31 | |
Biotechnology | | 0.0 | % | 31 | |
Internet & Catalog Retail | | 0.0 | % | 24 | |
Independent Power Producers & Energy Traders | | 0.0 | % | 22 | |
Investment Securities, at Value | | 91.0 | % | 120,576 | |
Short-Term Investments | | 9.0 | % | 11,939 | |
Total Investments | | 100.0 | % | $ | 132,515 | |
| | | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
p | | Interest rate shown reflects the yield at 12/31/2008. |
¨ | | Value and/or principal is less than $1. |
^ | | All or a portion of this security is on loan. The value of all securities on loan is $7,210. |
‡ | | Non-income producing security. |
Ə | | Securities fair valued as determined in good faith in accordance with procedures established by the Trust’s Board of Trustees. |
§ | | Illiquid. At 12/31/2008, these securities aggregated to $65, or 0.05%, of the Fund’s net assets. |
• | | Repurchase agreement is collateralized by U.S. Government Agency Obligations with interest rates ranging from 4.60% to 4.74%, maturity dates of 07/01/2034, and with a market values plus accrued interests of $4,440. |
à | | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
G | | Contract amounts are not in thousands. |
¹ | | Substantially all of the Fund’s securities are pledged as collateral by the custodian for the listed open currency contracts written by the Fund. |
# | | Aggregate cost for federal income tax purposes is $164,273. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $5,726 and $37,484, respectively. Net unrealized depreciation for tax purposes is $31,758. |
The notes to the financial statements are an integral part of this report.
12
DEFINITIONS:
ADR | American Depositary Receipt |
GDR | Global Depositary Receipt |
PLC | Public Limited Company |
REIT | Real Estate Investment Trust |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | | Other Financial Instruments* | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | | Level 1 | | Level 2 | | Level 3 | |
$ | 10,846 | | $ | 121,604 | | $ | 65 | | $ | 132,515 | | $ | — | | $ | 595 | | $ | — | |
| | | | | | | | | | | | | | | | | | | | |
*Other financial instruments are derivative instruments such as futures, forwards, and swap contracts, which are valued at the unrealized appreciation (depreciation) on the instrument.
The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Fund during the year ending December 31, 2008:
Beginning Balance at 12/31/2007 | | Net Purchases/ (Sales) | | Accrued Discounts/ (Premiums) | | Total Realized Gain/ (Loss) | | Total Unrealized Appreciation/ (depreciation) | | Net Transfers In/(Out) of Level 3 | | Ending Balance at 12/31/2008 | |
$ | 227 | | $ | (146 | ) | $ | — | | $ | 95 | | $ | (111 | ) | $ | — | | $ | 65 | |
| | | | | | | | | | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
13
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $161,725) (including securities loaned of $7,210) | | $ | 132,515 | |
Foreign currency (cost: $1,889) | | 1,903 | |
Receivables: | | | |
Investment securities sold | | 362 | |
Shares sold | | 5 | |
Income from loaned securities | | 15 | |
Dividends | | 202 | |
Dividend reclaims | | 130 | |
Variation margin | | 1,938 | |
Unrealized appreciation on forward foreign currency contracts | | 525 | |
| | 137,595 | |
Liabilities: | | | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 94 | |
Management and advisory fees | | 95 | |
Distribution and service fees | | 2 | |
Administration fees | | 2 | |
Payable for collateral for securities on loan | | 7,587 | |
Other | | 119 | |
| | 7,899 | |
Net Assets | | $ | 129,696 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 149 | |
Additional paid-in capital | | 161,665 | |
Accumulated net investment loss | | (361 | ) |
Accumulated net realized loss from investment securities futures, and foreign currency transactions | | (3,147 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (29,210 | ) |
Futures contracts | | 70 | |
Translation of assets and liabilities denominated in foreign currencies | | 530 | |
Net Assets | | $ | 129,696 | |
| | | |
Net Assets by Class: | | | |
Initial Class | | $ | 120,650 | |
Service Class | | 9,046 | |
Shares Outstanding: | | | |
Initial Class | | 13,824 | |
Service Class | | 1,039 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 8.73 | |
Service Class | | 8.70 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $516) | | $ | 5,958 | |
Interest | | 267 | |
Income from loaned securities-net | | 120 | |
| | 6,345 | |
Expenses: | | | |
Management and advisory fees | | 1,714 | |
Printing and shareholder reports | | 19 | |
Custody fees | | 363 | |
Administration fees | | 40 | |
Legal fees | | 9 | |
Audit fees | | 32 | |
Trustees fees | | 6 | |
Transfer agent fees | | 3 | |
Distribution and service fees: | | | |
Service Class | | 35 | |
Other | | 5 | |
Total expenses | | 2,226 | |
Less management and advisory fee waiver | | (33 | ) |
Net expenses | | 2,193 | |
| | | |
Net Investment Income | | 4,152 | |
| | | |
Net Realized Loss from: | | | |
Investment securities (net of foreign capital gains tax of $59) | | 9,202 | |
Futures contracts | | (10,897 | ) |
Foreign currency transactions | | (3,876 | ) |
| | (5,571 | ) |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (93,970 | ) |
Futures contracts | | (502 | ) |
Translation of assets and liabilities denominated in foreign currencies | | 561 | |
| | (93,911 | ) |
Net Realized and Unrealized Loss | | (99,482 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (95,330 | ) |
The notes to the financial statements are an integral part of this report.
14
STATEMENT OF CHANGES IN NET ASSETS
For the period or year ended
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 4,152 | | $ | 4,542 | |
Net realized gain (loss) from investment securities, futures contracts, and foreign currency transactions | | (5,571 | ) | 30,088 | |
Change in net unrealized appreciation (depreciation) on investment securities, futures contracts, and foreign currency translation | | (93,911 | ) | 1,918 | |
Net increase (decrease) in net assets resulting from operations | | (95,330 | ) | 36,548 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (6,485 | ) | (6,827 | ) |
Service Class | | (469 | ) | (419 | ) |
| | (6,954 | ) | (7,246 | ) |
From net realized gains: | | | | | |
Initial Class | | (24,746 | ) | — | |
Service Class | | (1,937 | ) | — | |
| | (26,683 | ) | — | |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 19,291 | | 37,967 | |
Service Class | | 4,694 | | 8,804 | |
| | 23,985 | | 46,771 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 31,231 | | 6,827 | |
Service Class | | 2,406 | | 419 | |
| | 33,637 | | 7,246 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (57,291 | ) | (55,895 | ) |
Service Class | | (6,810 | ) | (5,067 | ) |
| | (64,101 | ) | (60,962 | ) |
Net decrease in net assets from capital shares transactions | | (6,479 | ) | (6,945 | ) |
Net increase (decrease) in net assets | | (135,446 | ) | 22,357 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 265,142 | | 242,785 | |
End of year | | $ | 129,696 | | $ | 265,142 | |
Undistributed (Accumulated) Net Investment Income (Loss) | | $ | (361 | ) | $ | 6,114 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 1,384 | | 2,275 | |
Service Class | | 341 | | 530 | |
| | 1,725 | | 2,805 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 2,663 | | 436 | |
Service Class | | 205 | | 27 | |
| | 2,868 | | 263 | |
Shares redeemed: | | | | | |
Initial Class | | (4,627 | ) | (3,386 | ) |
Service Class | | (557 | ) | (302 | ) |
| | (5,184 | ) | (3,688 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | (580 | ) | (675 | ) |
Service Class | | (11 | ) | 255 | |
| | (591 | ) | (420 | ) |
The notes to the financial statements are an integral part of this report.
15
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 17.16 | | $ | 15.29 | | $ | 12.42 | | $ | 11.30 | | $ | 9.98 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.28 | | 0.29 | | 0.25 | | 0.18 | | 0.11 | |
Net realized and unrealized gain (loss) | | (6.34 | ) | 2.05 | | 2.67 | | 1.34 | | 1.45 | |
Total operations | | (6.06 | ) | 2.34 | | 2.92 | | 1.52 | | 1.56 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.49 | ) | (0.47 | ) | (0.05 | ) | (0.40 | ) | (0.24 | ) |
From net realized gains | | (1.88 | ) | — | | — | | — | | — | |
Total distributions | | (2.37 | ) | (0.47 | ) | (0.05 | ) | (0.40 | ) | (0.24 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.73 | | $ | 17.16 | | $ | 15.29 | | $ | 12.42 | | $ | 11.30 | |
Total Return(b) | | (38.83 | )% | 15.60 | % | 23.51 | % | 13.79 | % | 16.04 | % |
Net Assets End of Year (000’s) | | $ | 120,650 | | $ | 247,159 | | $ | 230,638 | | $ | 190,875 | | $ | 151,185 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | | | | | | | | | | |
After reimbursement/fee waiver | | 1.07 | % | 1.02 | % | 0.94 | % | 0.94 | % | 0.99 | % |
Before reimbursement/fee waiver | | 1.09 | % | 1.04 | % | 1.05 | % | 1.12 | % | 1.12 | % |
Net investment income, to average net assets | | 2.08 | % | 1.75 | % | 1.84 | % | 1.62 | % | 1.13 | % |
Portfolio turnover rate | | 27 | % | 27 | % | 17 | % | 22 | % | 63 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 17.12 | | $ | 15.28 | | $ | 12.43 | | $ | 11.32 | | $ | 10.00 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.25 | | 0.25 | | 0.21 | | 0.15 | | 0.05 | |
Net realized and unrealized gain (loss) | | (6.33 | ) | 2.04 | | 2.67 | | 1.36 | | 1.48 | |
Total operations | | (6.08 | ) | 2.29 | | 2.88 | | 1.51 | | 1.53 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.46 | ) | (0.45 | ) | (0.03 | ) | (0.40 | ) | (0.21 | ) |
From net realized gains | | (1.88 | ) | — | | — | | — | | — | |
Total distributions | | (2.34 | ) | (0.45 | ) | (0.03 | ) | (0.40 | ) | (0.21 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 8.70 | | $ | 17.12 | | $ | 15.28 | | $ | 12.43 | | $ | 11.32 | |
Total Return(b) | | (39.05 | )% | 15.27 | % | 23.18 | % | 13.61 | % | 15.71 | % |
Net Assets End of Year (000’s) | | $ | 9,046 | | $ | 17,983 | | $ | 12,147 | | $ | 4,917 | | $ | 2,293 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | | | | | | | | | | |
After reimbursement/fee waiver | | 1.32 | % | 1.27 | % | 1.19 | % | 1.19 | % | 1.24 | % |
Before reimbursement/fee waiver | | 1.34 | % | 1.29 | % | 1.30 | % | 1.37 | % | 1.37 | % |
Net investment income, to average net assets | | 1.84 | % | 1.47 | % | 1.48 | % | 1.27 | % | 0.50 | % |
Portfolio turnover rate | | 27 | % | 27 | % | 17 | % | 22 | % | 63 | % |
| | | | | | | | | | | |
(a) Calculation is based on average number of shares outstanding.
(b) Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts.
The notes to the financial statements are an integral part of this report.
16
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Van Kampen Active International Allocation also changed its name to Transamerica Van Kampen Active International Allocation VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
17
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
There were no recaptured commissions during the year ended December 31, 2008.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Real Estate Investment Trusts (“REITs”): There are certain additional risks involved in investing in REITs. These include, but are not limited to, economic conditions, changes in zoning laws, real estate values, property taxes and interest rates.
Dividend income is recorded at management’s estimate of the income included in distributions from the REIT investments. Distributions received in excess of the estimated amount are recorded as a reduction of the cost of investments. The actual amounts of income, return of capital and capital gains are only determined by each REIT after the fiscal year end and may differ from the estimated amounts.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
Foreign currency denominated assets may involve risks not typically associated with domestic transactions. These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Foreign capital gains taxes: The Fund may be subject to taxes imposed by countries in which it invests, with respect to its investment in issuers existing or operating in such countries. Such taxes are generally based on income earned or repatriated and capital gains realized on the sale of such investments. The Fund accrues such taxes when the related income or capital gains are earned. Some countries require governmental approval for the repatriation of investment income, capital or the proceeds of sales earned by foreign investors. In addition, if there is deterioration in a country’s balance of payments or for other reasons, a country may impose temporary restrictions on foreign capital remittances abroad.
The Fund’s investments in India and Thailand are subject to a governmental capital gains taxes. Such taxes are due upon sale of individual securities. The Fund accrues for taxes on the capital gains throughout the holding period of the underlying securities.
Forward foreign currency contracts: The Fund may enter into forward foreign currency contracts to hedge against exchange rate risk arising from investments in securities denominated in foreign currencies. Contracts are valued at the contractual forward rate and are marked to market daily, with the change in value recorded as an unrealized gain or loss. When the contracts are settled a realized gain or loss is incurred. Risks may arise from changes in market value of the underlying currencies and from the possible inability of counterparties to meet the terms of their contracts.
Open forward foreign currency contracts at December 31, 2008 are listed in the Schedule of Investments.
Futures contracts: The Fund may enter into futures contracts to manage exposure to market, interest rate or currency fluctuations. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. The primary risks associated with futures contracts are imperfect correlation between the change in market value of the securities held and the prices of futures contracts; the possibility of an illiquid market and inability of the counterparty to meet the contract terms.
18
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
The underlying face amounts of open futures contracts at December 31, 2008 are listed in the Schedule of Investments. The variation margin receivable or payable, as applicable, is included in the Statement of Assets and Liabilities. Variation margin represents the additional payment due or excess deposits made in order to maintain the equity account at the required margin level.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $250 million | | 0.85 | % |
Over $250 million up to $1 billion | | 0.80 | % |
Over $1 billion | | 0.775 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.07% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. The amounts available for recapture at December 31, 2008 were as follows:
| | Advisory Fee | | Available for | |
| | Waived | | Recapture Through | |
| | | | | |
Fiscal Year 2008: | | $ | 33 | | 12/31/2011 | |
Fiscal Year 2007: | | 51 | | 12/31/2010 | |
Fiscal Year 2006: | | 233 | | 12/31/2009 | |
| | | | | | |
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
19
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $5 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled less than $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 47,393 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 78,357 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | (3,733 | ) |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | 3,733 | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 7,246 | |
Long-term Capital Gain | | — | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 10,433 | |
Long-term Capital Gain | | 23,204 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 162 | |
Undistributed Long-term Capital Gain | | $ | 2,042 | |
Capital Loss Carryforward | | $ | — | |
Post October Capital Loss Deferral | | $ | (2,639 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (31,683 | ) |
20
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
21
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Van Kampen Active International Allocation VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Van Kampen Active International Allocation VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
|
|
Tampa, Florida |
February 25, 2009 |
22
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $23,204 for the year ended December 31, 2008.
23
Transamerica Van Kampen Large Cap Core VP
(unaudited)
MARKET ENVIRONMENT
The market environment was extremely challenging in the 12-month period ended December 31, 2008. Paralysis in the credit markets and a complete reshaping of the financial industry prompted a significant loss of investor confidence. Risk aversion soared, as investors fled all segments of the stock and bond markets for the perceived safety of U.S. Treasuries and cash. Although the federal government and the Federal Reserve Board (“Fed”) intervened with unprecedented policy measures, investors remained uncertain about the effectiveness of the response, particularly as the U.S. economy was officially declared in recession since December 2007. These events kept the stock market volatile through the end of the period.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Van Kampen Large Cap Core VP Initial Class returned (42.08)%. By comparison its benchmark, the Standard and Poor’s 500 Composite Stock Index (“S&P 500”), returned (37.00)%.
STRATEGY REVIEW—GROWTH TEAM
The growth stock portion of the portfolio is managed by the Growth team. The Growth team uses intensive fundamental research to seek high-quality growth companies. The team’s investment discipline favors companies with sustainable competitive advantages, business visibility, rising return on invested capital, free cash flow and a favorable risk/reward profile. Because the team emphasizes secular growth, short-term market events are not as meaningful in the stock selection process.
For the growth portfolio overall, both stock selection and sector allocation drove underperformance relative to the S&P 500. Stock selection and an overweight in information technology was by far the largest detractor, chiefly due to internet software and services holdings. Stock selection in consumer discretionary also diminished relative results, despite the benefit of an overweight in the sector. Here, hotels, restaurants and leisure, and internet and catalog retail were the main areas of weakness. Although an overweight in the financial services sector slightly helped, stock selection there dampened relative performance, especially in real estate management and development holdings.
However, the growth portfolio benefited from stock selection and an underweight in industrials. Within the sector, air freight and logistics names contributed positively to performance. Stock selection in the materials sector, particularly in metals and mining, also added relative value, despite the negative influence of an overweight in the sector.
STRATEGY REVIEW—MULTI CAP VALUE TEAM
The value portion of the portfolio is managed by the Multi-Cap Value team. The team focuses on stocks with reasonable valuations relative to the team’s assessment of fair value. Their disciplined, bottom-up stock selection process combines rigorous fundamental and quantitative research that applies different measures of value to different industries. A strong contrarian element guides this investment approach, which often uncovers underappreciated or overlooked companies suffering from short-term problems or negative news. The team strives to be ahead of the curve when it comes to identifying potential opportunities and typically looks to sell into strength.
Relative to the S&P 500, the portfolio was bolstered primarily by stock selection and the resulting overweight in the health care sector, and an overweight in the consumer staples sector. Although both consumer staples and health care had negative absolute returns during the period, the sectors sustained smaller declines than other areas of the market, owing to their “defensiveness,” or lower sensitivity to economic conditions. The telecommunication services sector, in which the portfolio holds two stocks, further bolstered relative performance.
However, the portfolio’s overweight in financials had the largest negative impact, although stock selection provided a small positive contribution. Stock selection in the consumer discretionary sector also dampened relative performance.
Dennis Lynch
David Cohen
Sam Chainani
Alexander Norton
Jason Yeung
B. Robert Baker
Jason Leder
Kevin Holt
James Warwick
Devin Armstrong
Co-Portfolio Managers
Morgan Stanley Investment Management Inc.
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (42.08 | )% | (2.94 | )% | (0.37 | )% | 5.81 | % | 04/08/1991 | |
S&P 500* | | (37.00 | )% | (2.19 | )% | (1.38 | )% | 7.23 | % | 04/08/1991 | |
Service Class | | (42.20 | )% | (3.18 | )% | N/A | | (0.21 | )% | 05/01/2003 | |
NOTES
* The Standard and Poor’s 500 Composite Stock (S&P 500) Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio's investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor's units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company's website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 667.54 | | 0.83 | % | $ | 3.48 | |
Hypothetical (b) | | 1,000.00 | | 1,020.96 | | 0.83 | | 4.22 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 666.84 | | 1.08 | | 4.53 | |
Hypothetical (b) | | 1,000.00 | | 1,019.71 | | 1.08 | | 5.48 | |
| | | | | | | | | | | | |
(a) Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days).
(b) 5% return per year before expenses.
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
COMMON STOCKS (93.9%) | | | | | |
Air Freight & Logistics (2.6%) | | | | | |
CH Robinson Worldwide, Inc. ^ | | 14,937 | | $ | 822 | |
Expeditors International of Washington, Inc. | | 33,607 | | 1,118 | |
Airlines (0.1%) | | | | | |
Southwest Airlines Co. | | 6,500 | | 56 | |
Beverages (1.3%) | | | | | |
Coca-Cola Co. | | 16,300 | | 738 | |
Dr Pepper Snapple Group, Inc. ‡ | | 12,496 | | 203 | |
Biotechnology (0.8%) | | | | | |
Genentech, Inc. ‡ | | 7,512 | | 623 | |
Capital Markets (1.8%) | | | | | |
Bank of New York Mellon Corp. | | 36,524 | | 1,035 | |
Goldman Sachs Group, Inc. | | 1,700 | | 143 | |
Merrill Lynch & Co., Inc. | | 13,200 | | 154 | |
Chemicals (4.0%) | | | | | |
E.I. duPont de Nemours & Co. | | 16,999 | | 430 | |
Monsanto Co. | | 36,136 | | 2,542 | |
Commercial Banks (1.8%) | | | | | |
Barclays Bank PLC ADR ^ | | 2,300 | | 23 | |
PNC Financial Services Group, Inc. | | 7,640 | | 374 | |
US Bancorp | | 10,800 | | 270 | |
Wells Fargo & Co. | | 22,800 | | 672 | |
Communications Equipment (3.5%) | | | | | |
Cisco Systems, Inc. ‡ | | 66,406 | | 1,082 | |
Qualcomm, Inc. | | 21,937 | | 786 | |
Research In Motion, Ltd. ‡ | | 16,471 | | 668 | |
Telefonaktiebolaget LM Ericsson ADR | | 20,600 | | 161 | |
Computers & Peripherals (4.1%) | | | | | |
Apple, Inc. ‡ | | 19,521 | | 1,666 | |
Dell, Inc. ‡ | | 54,100 | | 554 | |
Hewlett-Packard Co. | | 9,600 | | 348 | |
IBM Corp. | | 5,860 | | 493 | |
Construction Materials (1.6%) | | | | | |
Cemex SAB de CV ADR ‡ | | 49,226 | | 450 | |
Martin Marietta Materials, Inc. ^ | | 8,000 | | 777 | |
Consumer Finance (0.8%) | | | | | |
American Express Co. | | 32,087 | | 595 | |
Distributors (0.9%) | | | | | |
LI & Fung, Ltd. | | 414,000 | | 715 | |
Diversified Financial Services (5.3%) | | | | | |
Bank of America Corp. | | 62,100 | | 874 | |
BM&F Bovespa SA | | 175,617 | | 453 | |
CME Group, Inc. -Class A | | 3,137 | | 653 | |
JPMorgan Chase & Co. | | 27,500 | | 867 | |
Leucadia National Corp. ‡^ | | 55,807 | | 1,105 | |
Diversified Telecommunication Services (2.8%) | | | | | |
AT&T, Inc. | | 25,700 | | 732 | |
Verizon Communications, Inc. | | 40,300 | | 1,366 | |
Electrical Equipment (0.7%) | | | | | |
Emerson Electric Co. | | 6,900 | | 253 | |
First Solar, Inc. ‡ | | 2,335 | | 322 | |
Electronic Equipment & Instruments (0.0%) | | | | | |
Flextronics International, Ltd. ‡ | | 14,200 | | 36 | |
Energy Equipment & Services (0.5%) | | | | | |
Halliburton Co. | | 22,900 | | 416 | |
Food & Staples Retailing (1.9%) | | | | | |
CVS Caremark Corp. | | 13,300 | | 382 | |
Wal-Mart Stores, Inc. | | 18,800 | | 1,054 | |
Food Products (3.8%) | | | | | |
Cadbury PLC ADR | | 27,128 | | 968 | |
Kraft Foods, Inc. -Class A | | 34,941 | | 938 | |
Sara Lee Corp. | | 20,000 | | 196 | |
Unilever NV | | 31,100 | | 764 | |
Health Care Equipment & Supplies (1.4%) | | | | | |
Boston Scientific Corp. ‡ | | 44,800 | | 347 | |
Gen-Probe, Inc. ‡ | | 6,661 | | 285 | |
Intuitive Surgical, Inc. ‡ | | 2,739 | | 348 | |
Health Care Providers & Services (1.5%) | | | | | |
Cardinal Health, Inc. | | 19,300 | | 665 | |
UnitedHealth Group, Inc. | | 7,500 | | 200 | |
WellPoint, Inc. ‡ | | 4,600 | | 194 | |
Hotels, Restaurants & Leisure (2.3%) | | | | | |
Starbucks Corp. ‡ | | 71,417 | | 676 | |
Wynn Resorts, Ltd. ‡ ^ | | 24,154 | | 1,021 | |
Household Products (0.2%) | | | | | |
Kimberly-Clark Corp. | | 2,300 | | 121 | |
Industrial Conglomerates (1.3%) | | | | | |
General Electric Co. | | 62,400 | | 1,011 | |
Insurance (7.3%) | | | | | |
Aflac, Inc. | | 3,700 | | 170 | |
Berkshire Hathaway, Inc. -Class B ‡ | | 509 | | 1,636 | |
Chubb Corp. | | 38,180 | | 1,947 | |
Loews Corp. | | 19,115 | | 540 | |
MetLife, Inc. | | 12,700 | | 443 | |
Travelers Cos., Inc. | | 17,100 | | 773 | |
Internet & Catalog Retail (3.0%) | | | | | |
Amazon.Com, Inc. ‡ ^ | | 42,116 | | 2,160 | |
Liberty Media Corp. - Interactive -Class A ‡ ^ | | 35,025 | | 109 | |
Internet Software & Services (6.4%) | | | | | |
Baidu, Inc. ADR ‡ | | 3,167 | | 414 | |
eBay, Inc. ‡ | | 105,602 | | 1,474 | |
Google, Inc. -Class A ‡ | | 6,812 | | 2,096 | |
Tencent Holdings, Ltd. | | 108,200 | | 703 | |
Yahoo, Inc. ‡ | | 11,600 | | 142 | |
IT Services (3.4%) | | | | | |
Computer Sciences Corp. ‡ | | 6,100 | | 214 | |
Mastercard, Inc. -Class A ^ | | 6,940 | | 992 | |
Redecard SA | | 79,255 | | 873 | |
Visa, Inc. -Class A | | 7,490 | | 393 | |
Western Union Co. | | 6,100 | | 88 | |
Life Sciences Tools & Services (0.9%) | | | | | |
Illumina, Inc. ‡ | | 25,678 | | 669 | |
Media (6.6%) | | | | | |
Comcast Corp. -Class A | | 96,500 | | 1,629 | |
Liberty Media Corp. - Entertainment -Class A ‡ | | 23,640 | | 413 | |
News Corp. -Class B ^ | | 47,100 | | 451 | |
Time Warner, Inc. | | 118,600 | | 1,193 | |
Viacom, Inc. -Class B ‡ | | 67,450 | | 1,286 | |
Metals & Mining (0.4%) | | | | | |
Alcoa, Inc. | | 26,100 | | 294 | |
Multiline Retail (0.6%) | | | | | |
JC Penney Corp., Inc. ^ | | 10,100 | | 199 | |
Macy’s, Inc. ^ | | 21,700 | | 225 | |
Office Electronics (0.0%) | | | | | |
Seagate Technology, Inc. ‡ | | 36,900 | | ¨ | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
4
At December 31, 2008
(all amounts in thousands)
| | Shares | | Value | |
Oil, Gas & Consumable Fuels (4.4%) | | | | | |
BP PLC ADR | | 3,100 | | $ | 145 | |
ConocoPhillips | | 5,600 | | 290 | |
Southwestern Energy Co. ‡ ^ | | 35,293 | | 1,022 | |
Total SA ADR | | 5,000 | | 277 | |
Ultra Petroleum Corp. ‡ | | 43,868 | | 1,514 | |
Paper & Forest Products (1.5%) | | | | | |
International Paper Co. | | 94,850 | | 1,119 | |
Pharmaceuticals (7.2%) | | | | | |
Abbott Laboratories | | 5,600 | | 299 | |
Allergan, Inc. | | 10,605 | | 428 | |
Bristol-Myers Squibb Co. | | 60,600 | | 1,409 | |
Eli Lilly & Co. | | 11,700 | | 471 | |
GlaxoSmithKline PLC ADR | | 4,400 | | 164 | |
Pfizer, Inc. | | 44,800 | | 793 | |
Roche Holding AG ADR | | 3,120 | | 239 | |
Schering-Plough Corp. | | 55,600 | | 947 | |
Wyeth | | 15,900 | | 596 | |
Professional Services (0.7%) | | | | | |
Corporate Executive Board Co. | | 14,502 | | 320 | |
Monster Worldwide, Inc. ‡ | | 18,028 | | 218 | |
Real Estate Management & Development (1.8%) | | | | | |
Brookfield Asset Management, Inc. -Class A | | 88,171 | | 1,346 | |
Semiconductors & Semiconductor Equipment (0.7%) | | | | | |
Intel Corp. | | 18,800 | | 276 | |
KLA-Tencor Corp. ^ | | 10,700 | | 233 | |
Software (0.6%) | | | | | |
Microsoft Corp. | | 11,100 | | 216 | |
Vmware, Inc. -Class A ‡ | | 10,463 | | 248 | |
Specialty Retail (0.8%) | | | | | |
Home Depot, Inc. | | 12,600 | | 290 | |
Lowe’s Cos., Inc. | | 14,600 | | 314 | |
Tobacco (0.8%) | | | | | |
Altria Group, Inc. | | 15,600 | | 235 | |
Philip Morris International, Inc. | | 8,100 | | 352 | |
Wireless Telecommunication Services (1.8%) | | | | | |
America Movil SAB de CV -Class R ADR | | 23,977 | | 743 | |
China Mobile, Ltd. ADR | | 11,924 | | 606 | |
Total Common Stocks (cost $98,740) | | | | 70,381 | |
| | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (6.6%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $4,959 on 01/02/2009 à • | | $ | 4,959 | | 4,959 | |
Total Repurchase Agreement (cost $4,959) | | | | 4,959 | |
| | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (4.1%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% àp | | 3,037,348 | | 3,037 | |
| | | | | |
Total Securities Lending Collateral (cost $3,037) | | | | 3,037 | |
| | | | | |
Total Investment Securities (cost $106,736) # | | | | $ | 78,377 | |
| | | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
^ | All or a portion of this security is on loan. The value of all securities on loan is $2,967. |
‡ | Non-income producing security. |
¨ | Value is less than $1. |
• | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 01/29/2009, and with a market value plus accrued interest of $6,000. |
à | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
p | Interest rate shown reflects the yield at 12/31/2008. |
# | Aggregate cost for federal income tax purposes is $109,019. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $1,174 and $31,816, respectively. Net unrealized depreciation for tax purposes is $30,642. |
DEFINITIONS:
ADR | American Depositary Receipt |
PLC | Public Limited Company |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 72,000 | | $ | 6,377 | | $ | — | | $ | 78,377 | |
| | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $106,736) | | | | |
(including securities loaned of $2,967) | | $ | 78,377 | |
Receivables: | | | |
Investment securities sold | | 35 | |
Income from loaned securities | | 12 | |
Dividends | | 102 | |
Dividend reclaims | | 3 | |
| | 78,529 | |
Liabilities: | | | |
Investment securities purchased | | 439 | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 18 | |
Management and advisory fees | | 50 | |
Distribution and service fees | | 1 | |
Administration fees | | 1 | |
Payable for collateral for securities on loan | | 3,037 | |
Other | | 31 | |
| | 3,577 | |
Net Assets | | $ | 74,952 | |
| | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 82 | |
Additional paid-in capital | | 111,312 | |
Undistributed net investment income | | 1,448 | |
Accumulated net realized loss from investment securities and foreign currency transactions | | (9,531 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (28,359 | ) |
Net Assets | | $ | 74,952 | |
Net Assets by Class: | | | |
Initial Class | | $ | 73,100 | |
Service Class | | 1,852 | |
Shares Outstanding: | | | |
Initial Class | | 8,040 | |
Service Class | | 200 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 9.09 | |
Service Class | | 9.27 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $31) | | $ | 2,179 | |
Interest | | 48 | |
Income from loaned securities-net | | 174 | |
| | 2,401 | |
Expenses: | | | |
Management and advisory fees | | 883 | |
Printing and shareholder reports | | 8 | |
Custody fees | | 36 | |
Administration fees | | 24 | |
Legal fees | | 5 | |
Audit fees | | 18 | |
Trustees fees | | 3 | |
Transfer agent fees | | 2 | |
Distribution and service fees: | | | |
Service Class | | 6 | |
Other | | 3 | |
Total expenses | | 988 | |
Net Investment Income | | 1,413 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (8,381 | ) |
Foreign currency transactions | | (13 | ) |
| | (8,394 | ) |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (51,866 | ) |
Translation of assets and liabilities denominated in foreign currencies | | 2 | |
| | (51,864 | ) |
Net Realized and Unrealized Loss | | (60,258 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (58,845 | ) |
The notes to the financial statements are an integral part of this report.
6
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 1,413 | | $ | 1,664 | |
Net realized gain (loss) from investment securities and foreign currency transactions | | (8,394 | ) | 19,202 | |
Change in net unrealized depreciation on investment securities and foreign currency translation | | (51,864 | ) | (5,127 | ) |
Net increase (decrease) in net assets resulting from operations | | (58,845 | ) | 15,739 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (1,591 | ) | (1,527 | ) |
Service Class | | (34 | ) | (13 | ) |
| | (1,625 | ) | (1,540 | ) |
From net realized gains: | | | | | |
Initial Class | | (18,764 | ) | (9,655 | ) |
Service Class | | (451 | ) | (100 | ) |
| | (19,215 | ) | (9,755 | ) |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 2,615 | | 2,845 | |
Service Class | | 1,987 | | 1,026 | |
| | 4,602 | | 3,871 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 20,355 | | 11,183 | |
Service Class | | 485 | | 113 | |
| | 20,840 | | 11,296 | |
Cost of shares redeemed: | | | | | |
Initial Class | | (25,145 | ) | (45,699 | ) |
Service Class | | (730 | ) | (713 | ) |
| | (25,875 | ) | (46,412 | ) |
Net decrease in net assets from capital shares transactions | | (433 | ) | (31,245 | ) |
Net decrease in net assets | | (80,118 | ) | (26,801 | ) |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 155,070 | | 181,871 | |
End of year | | $ | 74,952 | | $ | 155,070 | |
Undistributed Net Investment Income | | $ | 1,448 | | $ | 1,673 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 186 | | 144 | |
Service Class | | 123 | | 52 | |
| | 309 | | 196 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 1,508 | | 604 | |
Service Class | | 35 | | 6 | |
| | 1,543 | | 610 | |
Shares redeemed: | | | | | |
Initial Class | | (1,702 | ) | (2,335 | ) |
Service Class | | (55 | ) | (36 | ) |
| | (1,757 | ) | (2,371 | ) |
Net increase (decrease) in shares outstanding: | | | | | |
Initial Class | | (8 | ) | (1,587 | ) |
Service Class | | 103 | | 22 | |
| | 95 | | (1,565 | ) |
The notes to the financial statements are an integral part of this report.
7
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 19.04 | | $ | 18.73 | | $ | 18.23 | | $ | 16.90 | | $ | 15.26 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.18 | | 0.19 | | 0.15 | | 0.14 | | 0.19 | |
Net realized and unrealized gain (loss) | | (7.25 | ) | 1.50 | | 1.59 | | 1.43 | | 1.71 | |
Total operations | | (7.07 | ) | 1.69 | | 1.74 | | 1.57 | | 1.90 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.23 | ) | (0.19 | ) | (0.18 | ) | (0.24 | ) | (0.26 | ) |
From net realized gains | | (2.65 | ) | (1.19 | ) | (1.06 | ) | — | | — | |
Total distributions | | (2.88 | ) | (1.38 | ) | (1.24 | ) | (0.24 | ) | (0.26 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 9.09 | | $ | 19.04 | | $ | 18.73 | | $ | 18.23 | | $ | 16.90 | |
Total Return(b) | | (42.08 | )% | 9.25 | % | (10.33 | )% | 9.41 | % | 12.75 | % |
Net Assets End of Year (000’s) | | $ | 73,100 | | $ | 153,192 | | $ | 180,443 | | $ | 208,119 | | $ | 234,150 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.83 | % | 0.82 | % | 0.82 | % | 0.82 | % | 0.82 | % |
Net investment income, to average net assets | | 1.20 | % | 0.97 | % | 0.81 | % | 0.84 | % | 1.23 | % |
Portfolio turnover rate | | 37 | % | 37 | % | 40 | % | 50 | % | 175 | % |
For a share outstanding throughout each period
| | Service Class | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 19.36 | | $ | 19.04 | | $ | 18.52 | | $ | 17.19 | | $ | 15.51 | |
Investment Operations | | | | | | | | | | | |
Net investment income(a) | | 0.14 | | 0.15 | | 0.10 | | 0.10 | | 0.16 | |
Net realized and unrealized gain (loss) | | (7.38 | ) | 1.51 | | 1.63 | | 1.45 | | 1.75 | |
Total operations | | (7.24 | ) | 1.66 | | 1.73 | | 1.55 | | 1.91 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.20 | ) | (0.15 | ) | (0.15 | ) | (0.22 | ) | (0.23 | ) |
From net realized gains | | (2.65 | ) | (1.19 | ) | (1.06 | ) | — | | — | |
Total distributions | | (2.85 | ) | (1.34 | ) | (1.21 | ) | (0.22 | ) | (0.23 | ) |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 9.27 | | $ | 19.36 | | $ | 19.04 | | $ | 18.52 | | $ | 17.19 | |
Total Return(b) | | (42.20 | )% | 8.94 | % | 10.06 | % | 9.12 | % | 12.53 | % |
Net Assets End of Year (000’s) | | $ | 1,852 | | $ | 1,878 | | $ | 1,428 | | $ | 1,076 | | $ | 805 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.08 | % | 1.06 | % | 1.07 | % | 1.07 | % | 1.07 | % |
Net investment income, to average net assets | | 0.98 | % | 0.74 | % | 0.55 | % | 0.59 | % | 1.03 | % |
Portfolio turnover rate | | 37 | % | 37 | % | 40 | % | 50 | % | 175 | % |
(a) | Calculation is based on average number of shares outstanding. |
(b) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
The notes to the financial statements are an integral part of this report.
8
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Van Kampen Large Cap Core also changed its name to Transamerica Van Kampen Large Cap Core VP (“the Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $13 are included in net realized loss in the Statement of Operations.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Foreign currency denominated investments: The accounting records of the Fund are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing exchange rate each day. The cost of foreign securities is translated at the exchange rate in effect when the investment was acquired. The Fund combines fluctuations from currency exchange rates and fluctuations in value when computing net realized and unrealized gains or losses from investments.
Net foreign currency gains and losses resulting from changes in exchange rates include: 1) foreign currency fluctuations between trade date and settlement date of investment security transactions; 2) gains and losses on forward foreign currency contracts; and 3) the difference between the receivable amounts of interest and dividends recorded in the accounting records in U.S. dollars and the amounts actually received.
Foreign currency denominated assets may involve risks not typically associated with domestic transactions. These risks include revaluation of currencies, adverse fluctuations in foreign currency values and possible adverse political, social and economic developments, including those particular to a specific industry, country or region.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $250 million | | 0.75 | % |
Over $250 million | | 0.70 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
0.84% Expense Limit
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Brokerage commissions: Brokerage commission incurred on security transactions placed with affiliates of the adviser for the year ended December 31, 2008 was $1.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $3 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled less than $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 41,795 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 61,006 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. (continued)
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | — | |
Undistributed (accumulated) net investment income (loss) | | $ | (13 | ) |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | 13 | |
The capital loss carryforward is available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the period listed:
Capital Loss Carryforward | | Available Through | |
$ | 2,959 | | December 31, 2016 | |
| | | | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | 2,684 | |
Long-term Capital Gain | | 8,611 | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 4,505 | |
Long-term Capital Gain | | 16,335 | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | 1,448 | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (2,959 | ) |
Post October Capital Loss Deferral | | $ | (4,289 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (30,642 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Van Kampen Large Cap Core VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Van Kampen Large Cap Core VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
Tampa, Florida
February 25, 2009
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made a Long-Term Capital Gain Designation of $16,335 for the year ended December 31, 2008.
14
Transamerica Van Kampen Mid-Cap Growth VP
(unaudited)
MARKET ENVIRONMENT
The market environment was extremely challenging in the 12-month period ended December 31, 2008. Paralysis in the credit markets and a complete reshaping of the financial industry prompted a significant loss of investor confidence. Risk aversion soared, as investors fled all segments of the stock and bond markets for the perceived safety of U.S. Treasuries and cash. Although the federal government and the Federal Reserve Board intervened with unprecedented policy measures, investors remained uncertain about the effectiveness of the response, particularly as the U.S. economy was officially declared in recession since December 2007. These events kept the stock market volatile through the end of the period.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Van Kampen Mid-Cap Growth VP Initial Class returned (46.29)%. By comparison its benchmark, the Russell Midcap® Growth Index (“Russell Midcap® Growth”), returned (44.32)%.
STRATEGY REVIEW
The Growth team uses intensive fundamental research to seek high-quality growth companies. The team’s investment discipline favors companies with sustainable competitive advantages, business visibility, rising return on invested capital, free cash flow and a favorable risk/reward profile. Because the team emphasizes secular growth, short-term market events are not as meaningful in the stock selection process.
The portfolio underperformed the Russell Midcap® Growth on a relative basis due to both stock selection and sector allocations. By far, stock selection in consumer discretionary had the largest negative impact to relative performance, despite the positive influence of an overweight to the sector. The main detractors within the sector were holdings in commercial services and education services stocks. Stock selection in financial services was another relative detractor, which more than offset the benefit of an underweight in the sector. Here, diversified financial services stocks were the primary area of weakness. The third largest area of relative underperformance came from stock selection in technology, where holdings in computer services software and systems lagged.
In contrast, stock selection in the other energy sector was the largest positive contributor to relative performance, primarily due to natural gas producers. An overweight in the other energy sector slightly offset some of the relative gain. Both stock selection and an overweight in autos and transportation added relative value, driven by miscellaneous transportation (logistics) holdings. Finally, the portfolio benefited from both stock selection and an underweight in the producer durables sector. Within the sector, pollution control and environment services were the strongest contributors.
In our view, market volatility is far greater than fundamental business volatility. The market is fearful, with investors making little differentiation on fundamentals and quality. It is our goal to hold a portfolio of high-quality growth stocks we believe will perform well regardless of the market environment. To that end, the investment team continues to focus on quality — evaluating the nature and sustainability of a company’s competitive advantage and balance sheet strength. We continue to favor companies that have some uniqueness or dynamic competitive advantage in their business model, with a high quality stream of cash flow and earnings growth and the ability to redeploy capital at a high rate of return. At the margin, we have eliminated names that are more cyclical or where we believe there are stronger long-term opportunities. We believe the portfolio is well positioned for when the market once again begins to differentiate on fundamentals.
Dennis P. Lynch
David S. Cohen
Sam G. Chainani
Alexander T. Norton
Jason C. Yeung
Co-Portfolio Managers
Van Kampen Asset Management
1
Average Annual Total Return for Periods Ended 12/31/2008
| | 1 Year | | 5 Years | | 10 Years | | From Inception | | Inception Date | |
| | | | | | | | | | | |
Initial Class | | (46.29 | )% | (3.58 | )% | (1.46 | )% | 6.96 | % | 03/01/1993 | |
Russell Midcap Growth * | | (44.32 | )% | (2.33 | )% | (0.19 | )% | 5.89 | % | 03/01/1993 | |
Service Class | | (46.44 | )% | (3.82 | )% | N/A | | (0.18 | )% | 05/01/2003 | |
NOTES
* The Russell Midcap Growth Index is an unmanaged index used as a general measure of market performance. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. From inception calculation is based on life of Initial Class shares. You cannot invest directly in an Index.
The performance data presented represents past performance, future results may vary. The portfolio’s investment return and net asset value will fluctuate. Past performance does not guarantee future results. Investor’s units when redeemed may be worth more or less than their original cost. Current performance may be lower or higher than performance quoted. Please visit your insurance company’s website for contract or policy level standardized total returns current to the most recent month end. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.
This material must be preceded or accompanied by a current prospectus, which includes specific contents regarding the investment objectives, explanation of share classes and policies of this portfolio.
2
UNDERSTANDING YOUR FUND’S EXPENSES
(unaudited)
SHAREHOLDER EXPENSES
Fund shareholders may incur ongoing costs, including management and advisory fees, distribution and service fees, and other fund expenses.
The following Example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at July 1, 2008 and held for the entire period until December 31, 2008.
ACTUAL EXPENSES
The first line in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of your Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, brokerage commissions paid on purchases and sales of fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries or other financial institutions.
| | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio | | Expenses Paid During Period (a) | |
Initial Class | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 591.63 | | 0.91 | % | $ | 3.64 | |
Hypothetical (b) | | 1,000.00 | | 1,020.56 | | 0.91 | | 4.62 | |
| | | | | | | | | |
Service Class | | | | | | | | | |
Actual | | 1,000.00 | | 590.88 | | 1.16 | | 4.64 | |
Hypothetical (b) | | 1,000.00 | | 1,019.30 | | 1.16 | | 5.89 | |
| | | | | | | | | | | | |
(a) | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days), and divided by the number of days in the year (366 days). |
(b) | 5% return per year before expenses. |
GRAPHICAL PRESENTATION OF SCHEDULE OF INVESTMENTS
By Sector
At December 31, 2008
(unaudited)
This chart shows the percentage breakdown by sector of the Fund’s total investment securities. The Short-term category includes Securities Lending Collateral.
3
SCHEDULE OF INVESTMENTS
At December 31, 2008
(all amounts except share amounts in thousands)
| | Shares | | Value | |
PREFERRED STOCK (0.8%) | | | | | |
Pharmaceuticals (0.8%) | | | | | |
Ironwood Pharmaceuticals, 8.00% ▲ § Ə | | 198,702 | | $ | 2,384 | |
Total Preferred Stock (cost $2,384) | | | | 2,384 | |
| | | | | |
COMMON STOCKS (97.3%) | | | | | |
Air Freight & Logistics (6.5%) | | | | | |
CH Robinson Worldwide, Inc. ^ | | 155,058 | | 8,533 | |
Expeditors International of Washington, Inc. ^ | | 320,983 | | 10,679 | |
Capital Markets (1.9%) | | | | | |
Calamos Asset Management, Inc. -Class A ^ | | 297,056 | | 2,198 | |
Greenhill & Co., Inc. ^ | | 52,805 | | 3,684 | |
Chemicals (2.7%) | | | | | |
Intrepid Potash, Inc. ‡ ^ | | 113,561 | | 2,359 | |
Nalco Holding Co. ^ | | 368,493 | | 4,252 | |
Rockwood Holdings, Inc. ‡ ^ | | 126,762 | | 1,369 | |
Commercial Services & Supplies (1.9%) | | | | | |
Covanta Holding Corp. ‡ ^ | | 261,226 | | 5,736 | |
Computers & Peripherals (1.1%) | | | | | |
Teradata Corp. ‡ | | 223,879 | | 3,320 | |
Construction & Engineering (1.6%) | | | | | |
Aecom Technology Corp. ‡ | | 152,572 | | 4,689 | |
Construction Materials (4.6%) | | | | | |
Martin Marietta Materials, Inc. ^ | | 117,131 | | 11,371 | |
Texas Industries, Inc. ^ | | 73,311 | | 2,529 | |
Distributors (2.4%) | | | | | |
LI & Fung, Ltd. | | 4,064,000 | | 7,023 | |
Diversified Consumer Services (3.8%) | | | | | |
New Oriental Education & Technology | | | | | |
Group ADR ‡ ^ | | 106,177 | | 5,830 | |
Strayer Education, Inc. ^ | | 24,894 | | 5,337 | |
Diversified Financial Services (5.1%) | | | | | |
IntercontinentalExchange, Inc. ‡ | | 74,510 | | 6,143 | |
Leucadia National Corp. ‡ ^ | | 446,013 | | 8,831 | |
Energy Equipment & Services (2.1%) | | | | | |
IHS, Inc. -Class A ‡ ^ | | 164,957 | | 6,173 | |
Gas Utilities (1.1%) | | | | | |
Questar Corp. ^ | | 104,360 | | 3,411 | |
Health Care Equipment & Supplies (4.2%) | | | | | |
Gen-Probe, Inc. ‡ | | 141,747 | | 6,072 | |
Intuitive Surgical, Inc. ‡ ^ | | 24,003 | | 3,048 | |
Mindray Medical International, Ltd. ADR ^ | | 204,758 | | 3,686 | |
Hotels, Restaurants & Leisure (7.1%) | | | | | |
Ctrip.Com International, Ltd. ADR ^ | | 263,073 | | 6,261 | |
Starbucks Corp. ‡ | | 617,220 | | 5,839 | |
Wynn Resorts, Ltd. ‡ ^ | | 210,425 | | 8,893 | |
Household Durables (2.8%) | | | | | |
Gafisa SA ADR ^ | | 215,749 | | 1,998 | |
Mohawk Industries, Inc. ‡ ^ | | 61,502 | | 2,643 | |
NVR, Inc. ‡ ^ | | 7,909 | | 3,608 | |
Insurance (1.1%) | | | | | |
Alleghany Corp. ‡ ^ | | 11,507 | | 3,245 | |
Internet & Catalog Retail (3.5%) | | | | | |
Amazon.com, Inc. ‡ ^ | | 59,385 | | 3,045 | |
priceline.com, Inc. ‡ ^ | | 101,926 | | 7,507 | |
Internet Software & Services (8.9%) | | | | | |
Alibaba.Com, Ltd. ‡ | | 4,150,300 | | 3,009 | |
Baidu, Inc. ADR ‡ ^ | | 46,647 | | 6,091 | |
Equinix, Inc. ‡ ^ | | 61,585 | | 3,276 | |
Tencent Holdings, Ltd. | | 1,723,200 | | 11,197 | |
Yahoo, Inc. ‡ ^ | | 255,600 | | 3,118 | |
IT Services (2.4%) | | | | | |
Redecard SA | | 655,216 | | 7,221 | |
Life Sciences Tools & Services (6.8%) | | | | | |
Illumina, Inc. ‡ ^ | | 387,552 | | 10,096 | |
Techne Corp. | | 155,841 | | 10,055 | |
Media (3.8%) | | | | | |
Discovery Communications, Inc. -Series C ‡ ^ | | 195,502 | | 2,618 | |
Discovery Communications, Inc. -Series A ‡ | | 163,613 | | 2,317 | |
Groupe Aeroplan, Inc. | | 431,942 | | 2,952 | |
Grupo Televisa SA ADR ^ | | 213,248 | | 3,186 | |
Oil, Gas & Consumable Fuels (11.7%) | | | | | |
PetroHawk Energy Corp. ‡ ^ | | 102,834 | | 1,607 | |
Range Resources Corp. ^ | | 79,176 | | 2,723 | |
Southwestern Energy Co. ‡ ^ | | 597,132 | | 17,299 | |
Ultra Petroleum Corp. ‡ ^ | | 392,717 | | 13,553 | |
Professional Services (2.2%) | | | | | |
Corporate Executive Board Co. ^ | | 170,552 | | 3,762 | |
Monster Worldwide, Inc. ‡ ^ | | 234,152 | | 2,831 | |
Real Estate Management & Development (1.8%) | | | | | |
Brookfield Asset Management, Inc. -Class A | | 356,179 | | 5,439 | |
Software (2.4%) | | | | | |
Salesforce.Com, Inc. ‡ ^ | | 223,333 | | 7,149 | |
Specialty Retail (1.2%) | | | | | |
Abercrombie & Fitch Co. -Class A ^ | | 161,142 | | 3,718 | |
Textiles, Apparel & Luxury Goods (0.4%) | | | | | |
Lululemon Athletica, Inc. ‡ | | 169,281 | | 1,342 | |
Transportation Infrastructure (1.2%) | | | | | |
Grupo Aeroportuario del Pacifico | | | | | |
SA de CV ADR ^ | | 159,855 | | 3,680 | |
Wireless Telecommunication Services (1.0%) | | | | | |
NII Holdings, Inc. ‡ ^ | | 172,368 | | 3,135 | |
Total Common Stocks (cost $462,037) | | | | 290,686 | |
| | | | | | |
| | Principal | | | |
REPURCHASE AGREEMENT (2.0%) | | | | | |
State Street Repurchase Agreement 0.01%, dated 12/31/2008, to be repurchased at $5,849 on 01/02/2009 ◊ • | | $ | 5,849 | | 5,849 | |
Total Repurchase Agreement (cost $5,849) | | | | 5,849 | |
| | | | | | |
| | Shares | | | |
SECURITIES LENDING COLLATERAL (14.8%) | | | | | |
State Street Navigator Securities Lending Trust - Prime Portfolio, 2.14% ◊ ▲ | | 44,122,234 | | 44,122 | |
| | | | | |
Total Securities Lending Collateral (cost $44,122) | | | | 44,122 | |
| | | | | |
Total Investment Securities (cost $514,392) # | | | | $ | 343,041 | |
| | | | | | |
The notes to the financial statements are an integral part of this report.
4
At December 31, 2008
(all amounts in thousands)
NOTES TO SCHEDULE OF INVESTMENTS:
▲ | Interest rate shown reflects the yield at 12/31/2008. |
§ | Illiquid. These securities aggregated $2,384, or 0.80% of the Fund’s net assets. |
^ | All or a portion of this security is on loan. The value of all securities on loan is $43,049. |
‡ | Non-income producing security. |
• | Repurchase agreement is collateralized by a U.S. Government Obligation with a zero coupon interest rate, a maturity date of 01/29/2009, and with a market value plus accrued interest of $6,000. |
◊ | State Street Bank & Trust Company serves as the accounting, custody, and lending agent for the Fund and provides various services on behalf of the Fund. |
# | Aggregate cost for federal income tax purposes is $515,897. Aggregate gross unrealized appreciation/depreciation for all securities in which there is an excess of value over tax cost were $12,244 and $185,100, respectively. Net unrealized depreciation for tax purposes is $172,856. |
Ə | Security fair valued as determined in good faith in accordance with procedures established by the Trust’s Board of Trustees. |
DEFINITION:
ADR | American Depositary Receipt |
The following is a summary of the fair valuations according to the inputs used as of December 31, 2008 in valuing the Fund’s assets and liabilities.
Investments in Securities | | | |
Level 1 | | Level 2 | | Level 3 | | Total Investments in Securities | |
$ | 313,578 | | $ | 27,079 | | $ | 2,384 | | $ | 343,041 | |
| | | | | | | | | | | |
The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Fund during the year ending December 31, 2008:
Beginning Balance at 12/31/2007 | | Net Purchases/ (Sales) | | Accrued Discounts/ (Premiums) | | Total Realized Gain/ (Loss) | | Total Unrealized Appreciation/ (depreciation) | | Net Transfers In/(Out) of Level 3 | | Ending Balance at 12/31/2008 | |
$ | — | | $ | 2,384 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 2,384 | |
| | | | | | | | | | | | | | | | | | | | |
The notes to the financial statements are an integral part of this report.
5
STATEMENT OF ASSETS AND LIABILITIES
At December 31, 2008
(all amounts except per share amounts in thousands)
Assets: | | | |
Investment securities, at value (cost: $514,392) (including securities loaned of $43,049) | | $ | 343,041 | |
Receivables: | | | |
Shares sold | | 3 | |
Income from loaned securities | | 148 | |
Dividends | | 58 | |
| | 343,250 | |
Liabilities: | | | |
Accounts payable and accrued liabilities: | | | |
Shares redeemed | | 197 | |
Management and advisory fees | | 207 | |
Distribution and service fees | | 1 | |
Transfer agent fees | | 1 | |
Administration fees | | 5 | |
Payable for collateral for securities on loan | | 44,122 | |
Other | | 135 | |
| | 44,668 | |
Net Assets | | $ | 298,582 | |
| | | | |
Net Assets Consist of: | | | |
Capital Stock ($.01 par value) | | $ | 220 | |
Additional paid-in capital | | 881,716 | |
Accumulated net investment loss | | (1 | ) |
Accumulated net realized loss from investment securities and foreign currency transactions | | (412,002 | ) |
Net unrealized depreciation on: | | | |
Investment securities | | (171,351 | ) |
Net Assets | | $ | 298,582 | |
Net Assets by Class: | | | |
Initial Class | | $ | 294,219 | |
Service Class | | 4,363 | |
Shares Outstanding: | | | |
Initial Class | | 21,650 | |
Service Class | | 325 | |
Net Asset Value and Offering Price Per Share: | | | |
Initial Class | | $ | 13.59 | |
Service Class | | 13.44 | |
STATEMENT OF OPERATIONS
For the year ended December 31, 2008
(all amounts in thousands)
Investment Income: | | | |
Dividends (net of withholding taxes on foreign dividends of $103) | | $ | 2,708 | |
Interest | | 247 | |
Income from loaned securities-net | | 1,509 | |
| | 4,464 | |
Expenses: | | | |
Management and advisory fees | | 3,943 | |
Printing and shareholder reports | | 89 | |
Custody fees | | 101 | |
Administration fees | | 99 | |
Legal fees | | 21 | |
Audit fees | | 18 | |
Trustees fees | | 15 | |
Transfer agent fees | | 8 | |
Distribution and service fees: | | | |
Service Class | | 21 | |
Other | | 11 | |
Total expenses | | 4,326 | |
| | | |
Net Investment Income | | 138 | |
| | | |
Net Realized Loss from: | | | |
Investment securities | | (22,745 | ) |
Foreign currency transactions | | 947 | |
| | (21,798 | ) |
Net Decrease in Unrealized Depreciation on: | | | |
Investment securities | | (257,669 | ) |
Net Realized and Unrealized Loss | | (279,467 | ) |
| | | |
Net Decrease In Net Assets Resulting from Operations | | $ | (279,329 | ) |
The notes to the financial statements are an integral part of this report.
6
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended:
(all amounts in thousands)
| | December 31, 2008 | | December 31, 2007 | |
Increase (Decrease) in Net Assets From: | | | | | |
Operations: | | | | | |
Net investment income | | $ | 138 | | $ | 2,983 | |
Net realized gain (loss) from investment securities and foreign currency transactions | | (21,798 | ) | 82,609 | |
Change in net unrealized appreciation (depreciation) on investment securities and foreign currency translation | | (257,669 | ) | 42,072 | |
Net increase (decrease) in net assets resulting from operations | | (279,329 | ) | 127,664 | |
| | | | | |
Distributions to Shareholders: | | | | | |
From net investment income: | | | | | |
Initial Class | | (10,060 | ) | — | |
Service Class | | (173 | ) | — | |
| | (10,233 | ) | — | |
Capital Share Transactions: | | | | | |
Proceeds from shares sold: | | | | | |
Initial Class | | 12,193 | | 36,884 | |
Service Class | | 3,006 | | 7,159 | |
| | 15,199 | | 44,043 | |
Dividends and distributions reinvested: | | | | | |
Initial Class | | 10,060 | | — | |
Service Class | | 173 | | — | |
| | 10,233 | | — | |
Cost of shares redeemed: | | | | | |
Initial Class | | (91,618 | ) | (108,211 | ) |
Service Class | | (5,795 | ) | (3,380 | ) |
| | (97,413 | ) | 111,591 | |
Net decrease in net assets from capital shares transactions | | (71,981 | ) | (67,548 | ) |
Net increase (decrease) in net assets | | (361,543 | ) | 60,116 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 660,125 | | 600,009 | |
End of year | | $ | 298,582 | | $ | 660,125 | |
Undistributed (Accumulated) Net Investment Income (Loss) | | $ | (1 | ) | $ | 4,495 | |
| | | | | |
Share Activity: | | | | | |
Shares issued: | | | | | |
Initial Class | | 572 | | 1,546 | |
Service Class | | 141 | | 295 | |
| | 713 | | 1,841 | |
Shares issued-reinvested from distributions: | | | | | |
Initial Class | | 473 | | — | |
Service Class | | 8 | | — | |
| | 481 | | — | |
Shares redeemed: | | | | | |
Initial Class | | (4,484 | ) | (4,604 | ) |
Service Class | | (296 | ) | (140 | ) |
| | (4,780 | ) | (4,744 | ) |
Net decrease in shares outstanding: | | | | | |
Initial Class | | (3,439 | ) | (3,058 | ) |
Service Class | | (147 | ) | 155 | |
| | (3,586 | ) | (2,903 | ) |
The notes to the financial statements are an integral part of this report.
7
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
| | Initial Class Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 25.83 | | $ | 21.08 | | $ | 19.18 | | $ | 17.85 | | $ | 16.66 | |
Investment Operations | | | | | | | | | | | |
Net investment income (loss)(a) | | — | (b) | 0.11 | | 0.05 | | (0.02 | ) | 0.01 | |
Net realized and unrealized gain (loss) | | (11.80 | ) | 4.64 | | 1.85 | | 1.37 | | 1.18 | |
Total operations | | (11.80 | ) | 4.75 | | 1.90 | | 1.35 | | 1.19 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.44 | ) | — | | — | | (0.02 | ) | — | |
Total distributions | | (0.44 | ) | — | | — | | (0.02 | ) | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 13.59 | | $ | 25.83 | | $ | 21.08 | | $ | 19.18 | | $ | 17.85 | |
Total Return(c) | | (46.29 | )% | 22.53 | % | 9.91 | % | 7.55 | % | 7.14 | % |
Net Assets End of Year (000’s) | | $ | 294,219 | | $ | 648,069 | | $ | 593,375 | | $ | 642,496 | | $ | 702,974 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 0.87 | % | 0.89 | % | 0.89 | % | 0.92 | % | 0.89 | % |
Net investment income (loss), to average net assets | | 0.03 | % | 0.47 | % | 0.24 | % | (0.13 | )% | 0.09 | % |
Portfolio turnover rate | | 39 | % | 76 | % | 65 | % | 177 | % | 170 | % |
For a share outstanding throughout each period
| | Service Class Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
Net Asset Value | | | | | | | | | | | |
Beginning of year | | $ | 25.56 | | $ | 20.91 | | $ | 19.07 | | $ | 17.78 | | $ | 16.63 | |
Investment Operations | | | | | | | | | | | |
Net investment income (loss)(a) | | (0.05 | ) | 0.05 | | — | (b) | (0.07 | ) | 0.01 | |
Net realized and unrealized gain (loss) | | (11.68 | ) | 4.60 | | 1.84 | | 1.36 | | 1.14 | |
Total operations | | (11.73 | ) | 4.65 | | 1.84 | | 1.29 | | 1.15 | |
Distributions | | | | | | | | | | | |
From net investment income | | (0.39 | ) | — | | — | | — | | — | |
Total distributions | | (0.39 | ) | — | | — | | — | | — | |
Net Asset Value | | | | | | | | | | | |
End of year | | $ | 13.44 | | $ | 25.56 | | $ | 20.91 | | $ | 19.07 | | $ | 17.78 | |
Total Return(c) | | (46.44 | )% | 22.24 | % | 9.59 | % | 7.31 | % | 6.92 | % |
Net Assets End of Year (000’s) | | $ | 4,363 | | $ | 12,057 | | $ | 6,634 | | $ | 4,758 | | $ | 2,971 | |
Ratio and Supplemental Data | | | | | | | | | | | |
Expenses to average net assets | | 1.12 | % | 1.14 | % | 1.14 | % | 1.17 | % | 1.15 | % |
Net investment income (loss), to average net assets | | (0.22 | )% | 0.21 | % | — | %(d) | (0.40 | )% | 0.06 | % |
Portfolio turnover rate | | 39 | % | 76 | % | 65 | % | 177 | % | 170 | % |
(a) | Calculation is based on average number of shares outstanding. |
(b) | Rounds to less than ($0.01) or $0.01. |
(c) | Total Return reflects all portfolio expenses and includes reinvestment of dividends and capital gains; it does not reflect the charges and deductions under the policies or annuity contracts. |
(d) | Rounds to less than (0.01%) or 0.01%. |
The notes to the financial statements are an integral part of this report.
8
NOTES TO FINANCIAL STATEMENTS
At December 31, 2008
(all amounts in thousands)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transamerica Series Trust (“TST”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 1, 2008, TST was known as AEGON/Transamerica Series Trust. At the same time, Van Kampen Mid-Cap Growth also changed its name to Transamerica Van Kampen Mid-Cap Growth VP (the “Fund”). TST serves as a funding vehicle for variable life insurance, variable annuity, and group annuity products. The Fund is part of TST.
In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
This report should be read in conjunction with the current Fund prospectus, which contains more complete information about the Fund.
In preparing the Fund’s financial statements in accordance with accounting principles generally accepted 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 Fund.
Multiple class operations, income, and expenses: The Fund currently offers two classes of shares; an Initial Class and a Service Class. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class, based upon the value of shares outstanding method as permitted under Rule 18f-3 of the 1940 Act. Each class bears its own specific expenses as well as a portion of general, common expenses.
Security valuations: The Fund values its investments at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. Fund investments are valued at the last sale price or closing price on the day of valuation taken from the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last quoted bid price.
Debt securities are valued based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service or a major market maker; however, those that mature in sixty days or less are valued at amortized cost, which approximates market.
Investment company securities are valued at the net asset value of the underlying portfolio.
Foreign securities generally are valued based on quotations from the primary market in which they are traded. Because many foreign securities markets and exchanges close prior to the close of the NYSE, closing prices for foreign securities in those markets or on those exchanges do not reflect the events that occur after that close. If a significant market event impacting the value of a portfolio security (e.g., natural disaster, company announcement, market volatility) occurs subsequent to the close of trading in the security, but prior to the calculation of the Fund’s net asset value per share, market quotations for that security may be determined to be unreliable and, accordingly, not “readily available.” As a result, foreign equity securities held by the Fund may be valued at fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee under the supervision of the Board of Trustees.
Other securities for which quotations are not readily available or whose values have been determined to be unreliable are valued at fair market value as determined in good faith by TAM’s Valuation Committee under the supervision of the Board of Trustees.
The Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”): FAS 157 defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes and requires disclosure of a fair value hierarchy, separately for each major category of assets and liabilities,that segregates fair value measurements into levels (Levels 1, 2, and 3). Categorization of fair value measurements is determined by the nature of the inputs as follows: inputs using quoted prices in active markets for identical assets or liabilities (“Level 1”), significant other observable inputs (“Level 2”), and significant unobservable inputs (“Level 3”). Valuation levels are not necessarily an indication of the risk associated with investing in those securities. For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period. In accordance with the requirements of FAS 157, a fair value hierarchy and Level 3 reconciliation have been included in the Notes to the Schedule of Investments.
Repurchase agreements: The Fund is authorized to enter into repurchase agreements. The Fund, through its custodian, State Street Bank & Trust Company (“State Street”), receives delivery of the underlying securities, the value of which at the time of purchase is required to be an amount equal to at least 102% of the resale price. The Fund will bear the risk of value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security. In the event of bankruptcy or insolvency of the seller, delays and costs may be incurred.
9
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 1. (continued)
Commission recapture: The sub-adviser, to the extent consistent with the best execution and usual commission rate policies and practices, may place security transactions of the Fund with broker/dealers with which TST has established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer on the security transactions to the Fund. In no event will commissions paid by the Fund be used to pay expenses that would otherwise be borne by any other funds within TST, or by any other party.
Recaptured commissions during the year ended December 31, 2008 of $39 are included in net realized loss in the Statement of Operations.
Securities lending: The Fund may lend securities to qualified borrowers, with State Street acting as the Fund’s lending agent. The Fund earns negotiated lenders’ fees. The Fund receives cash and/or securities as collateral against the loaned securities. Cash collateral received is invested in the State Street Navigator Securities Lending Trust-Prime Portfolio. The Fund monitors the market value of securities loaned on a daily basis and requires collateral in an amount at least equal to the value of the securities loaned. The value of loaned securities and related collateral outstanding at December 31, 2008 is shown in the Schedule of Investments and in the Statement of Assets and Liabilities.
Income from loaned securities on the Statement of Operations is net of fees earned by State Street for its services.
Security transactions and investment income: Security transactions are recorded on the trade date. Security gains and losses are calculated on the first-in, first-out basis. Dividend income, if any, is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, including accretion of discounts and amortization of premiums, is recorded on the accrual basis commencing on the settlement date.
Dividend distributions: Dividends and capital gains distributions are typically declared and reinvested annually and are generally paid and reinvested on the business day following the ex-dividend date.
NOTE 2. RELATED PARTY TRANSACTIONS
TST serves as a funding vehicle for certain affiliated asset allocation portfolios and certain affiliated separate accounts of Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Monumental Life Insurance Company, Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and Transamerica Occidental Life Insurance Company.
TAM is the Fund’s investment adviser. TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group.
Transamerica Fund Services, Inc. (“TFS”) is the Fund’s administrator and transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor. TAM, TFS, and TCI are affiliates of AEGON NV, a Netherlands corporation.
Certain officers and trustees of the Fund are also officers and/or directors of TAM, TFS, and TCI.
Investment advisory fee: The Fund pays management fees to TAM based on average daily net assets at the following breakpoints:
First $1 billion | | 0.80 | % |
Over $1 billion | | 0.775 | % |
TAM has contractually agreed to waive its advisory fee and will reimburse the Fund to the extent that operating expenses, excluding distribution and service fees, exceed the following stated annual limit:
1.00% Expense Limit
If total Fund expenses fall below the annual expense limitation agreement agreed to by the adviser within the succeeding three years, the Fund may be required to pay the adviser a portion or all of the waived advisory fees.
There were no amounts recaptured during the year ended December 31, 2008. There are no amounts available for recapture at December 31, 2008.
Distribution and service fees: TST has adopted a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, TST entered into a Distribution Agreement with TCI as the Fund’s distributor.
Under the Distribution Plan and Distribution Agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s Initial Class shares, amounts equal to actual expenses associated with distributing the shares.
The Distribution Plan requires TST to pay distribution fees to TCI as compensation for its activities, not as reimbursement for specific expenses. The fee on the Service Class shares is paid to the insurance companies for providing services and account maintenance for their policyholders who invest in the variable insurance products which invest in the Service Class shares.
10
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 2. (continued)
The Fund is authorized under the Distribution Plan to pay fees on each class up to the following limits:
Initial Class | | 0.15 | % |
Service Class | | 0.25 | % |
TCI has determined that it will not seek payment by the Fund of the distribution expenses incurred with respect to the Initial Class shares before April 30, 2010. Prior to TCI seeking reimbursement of future expenses, policy and contract owners will be notified in advance. The Fund will pay fees relating to Service Class shares.
Administrative services: The Fund has entered into an agreement with TFS for financial and legal fund administration services. The Fund pays TFS an annual fee of 0.02% of average net assets. The Legal fees on the Statement of Operations are for fees paid to external legal counsel.
Brokerage commissions: Brokerage commissions incurred on security transactions placed with affiliates of the adviser for the year ended December 31, 2008 were $16.
Deferred compensation plan: Each eligible Trustee may defer a portion or all of total fees earned as a Fund Trustee under a non-qualified deferred compensation plan effective January 1, 1996, amended and restated April 3, 2008 (the “Deferred Compensation Plan”). Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of the Transamerica Funds (without imposition of sales charge), investment options under Transamerica Partners Funds Group II, or funds of Transamerica Investors, Inc. (“Premier”) as elected by the Trustee.
Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust. The pro rata liability of the Fund for deferred fees in the Plan totaled $12 as of December 31, 2008.
Retirement plan: Under a prior retirement plan (the “Emeritus Plan”), effective September 1, 1990, amended and restated effective January 1, 2005, each Independent Trustee elected to serve as Trustee Emeritus of TST upon his or her termination of service, other than removal for cause, was entitled to 50% of the Trustee’s retainer at the time of election for a maximum period of five years, determined by his or her years of service as a Trustee.
These amounts were accrued by and allocated to each series of TST on a pro rata basis. Any increases in retainers during the existence of the plan were reflected in accruals, so that 50% of the Trustee’s current retainer was accrued and credited at all times. Upon death, disability or termination of service, other than removal for cause, amounts deferred would become payable to a Trustee Emeritus (or his/her beneficiary). Compensation would be paid on a quarterly basis during the time period that the Trustee Emeritus is allowed to serve as such.
The Emeritus Plan was terminated effective October 30, 2007. Upon termination, the Fund continues to pay any remaining benefits in accordance with the Plan, but no further compensation has been accrued. Amounts deferred and accrued under the Emeritus Plan are unfunded and unsecured claims against the general assets of TST.
At December 31, 2008, the Fund’s remaining liability related to the Emeritus Plan totaled $1.
NOTE 3. INVESTMENT TRANSACTIONS
The cost of securities purchased and proceeds from securities sold (excluding short-term securities) for the year ended December 31, 2008 were as follows:
Purchases of securities: | | | |
Long-term | | $ | 187,565 | |
U.S. Government | | — | |
| | | |
Proceeds from maturities and sales of securities: | | | |
Long-term | | 231,542 | |
U.S. Government | | — | |
| | | | |
NOTE 4. FEDERAL INCOME TAX MATTERS
The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatment for items including, but not limited to, such things as wash sales, return of capital, capital loss carryforwards, and post-October loss deferrals.
Therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. These reclassifications are as follows:
Additional paid-in capital | | $ | (3,973 | ) |
Undistributed (accumulated) net investment income (loss) | | $ | 5,599 | |
Undistributed (accumulated) net realized gain (loss) from investment securities | | $ | (1,626 | ) |
11
NOTES TO FINANCIAL STATEMENTS (continued)
At December 31, 2008
(all amounts in thousands)
NOTE 4. (continued)
The capital loss carryforwards are available to offset future realized gains, subject to certain limitations under the Internal Revenue Code, through the periods listed:
Capital Loss Carryforwards | | Available Through | |
$ | 102,508 | | December 31, 2009 | |
$ | 285,142 | | December 31, 2010 | |
$ | 6,742 | | December 31, 2016 | |
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2007 and 2008 was as follows:
2007 Distributions paid from: | | | |
Ordinary Income | | $ | — | |
Long-term Capital Gain | | — | |
| | | |
2008 Distributions paid from: | | | |
Ordinary Income | | 10,233 | |
Long-term Capital Gain | | — | |
| | | | |
The tax basis components of distributable earnings as of December 31, 2008 are as follows:
Undistributed Ordinary Income | | $ | — | |
Undistributed Long-term Capital Gain | | $ | — | |
Capital Loss Carryforward | | $ | (394,392 | ) |
Post October Capital Loss Deferral | | $ | (16,106 | ) |
Post October Currency Loss Deferral | | $ | — | |
Net Unrealized Appreciation (Depreciation) | | $ | (172,856 | ) |
NOTE 5. NEW ACCOUNTING PRONOUNCEMENT
In March 2008, the FASB issued its new Standard No. 161, “Disclosure About Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about a Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statement disclosures.
12
Report of Independent Registered Certified Public Accounting Firm
To the Board of Trustees and Shareholders of
Transamerica Van Kampen Mid-Cap Growth VP:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Transamerica Van Kampen Mid-Cap Growth VP (the “Fund”) (one of the portfolios constituting Transamerica Series Trust) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.
|
|
|
Tampa, Florida |
February 25, 2009 |
13
SUPPLEMENTAL TAX INFORMATION (unaudited)
(all amounts in thousands)
For tax purposes, the Fund has made no Long-Term Capital Gain Designation for the year ended December 31, 2008.
14
Transamerica Series Trust
BOARD MEMBERS AND OFFICERS
The Trust is governed by a Board of Trustees. Subject to the supervision of the Board of Trustees, the assets of each portfolio are managed by an investment adviser and sub-advisers, and the respective portfolio managers. The Board of Trustees is responsible for managing the business and affairs of the Trust and oversees the operation of the Trust by its officers. It also reviews the management of the portfolios’ assets by the investment adviser and sub-advisers. The Trust’s portfolios are among the funds advised and sponsored by Transamerica Asset Management, Inc. (“TAM”) (collectively, the “Transamerica Asset Management Group”). The Transamerica Asset Management Group (“TAMG”) consists of Transamerica Funds, Transamerica Series Trust (“TST”), Transamerica Investors, Inc. (“TII”), Transamerica Income Shares, Inc. (“TIS”), Transamerica Partners Funds Group (“TPFG”), Transamerica Partners Funds Group II (“TPFG II”), Transamerica Partners Portfolios (“TPP”), and Transamerica Asset Allocation Variable Funds (“TAAVF”) and consists of 176 portfolios.
The mailing address of each Board Member and Officer is c/o Secretary of the Funds, 570 Carillon Parkway, St. Petersburg, Florida 33716. Information about Trustees (also referred to as “Board Members”) and Officers of the Trust is as follows:
Name and Age | | Position | | Term of Office and Length of Time Served* | | Principal Occupation(s) During Past 5 Years | | Number of Funds in Complex Overseen | | Other Directorships |
| | | | | | | | | | |
INTERESTED BOARD MEMBER** |
| | | | | | | | | | |
John K. Carter (1961) | | Chairman, Board Member, President, and Chief Executive Officer | | Since 1999 | | Chairman and Board Member (2008 – present), President (2007 – present), Chief Executive Officer (2006 – present), Vice President, Secretary and Chief Compliance Officer (2003 – 2006), TII; Chairman, Board Member, President and Chief Executive Officer, TPP, TPFG, TPFG II and TAAVF (2007 – present); Chairman (2007 – present), Board Member (2006 – present), President and Chief Executive Officer (2006 – present), Senior Vice President (1999 – 2006), Chief Compliance Officer, General Counsel and Secretary (1999 – 2006), Transamerica Funds and TST; Chairman (2007 – present), Board Member (2006 – present), President and Chief Executive Officer (2006 – present), Senior Vice President (2002 – 2006), General Counsel, Secretary and Chief Compliance Officer (2002 – 2006), TIS; President and Chief Executive Officer (2006 – present), Senior Vice President (1999 – 2006), Director (2000 – present), General Counsel and Secretary (2000 – 2006), Chief Compliance Officer (2004 – 2006), TAM; President and Chief Executive Officer (2006 – present), Senior Vice President (1999 – 2006), Director (2001 – present), General Counsel and Secretary (2001 – 2006), Transamerica Fund Services, Inc. (“TFS”); Vice President, AFSG Securities Corporation (2001 –present); Senior Vice President, General Counsel and Secretary, Transamerica Index Funds, Inc. (“TIF”) (2002 – 2004); and Director (2008 – present), Vice President, Transamerica Investment Services, Inc. (“TISI”) (2003 – 2005) and Transamerica Investment Management, LLC (“TIM”) (2001 – 2005). | | 176 | | N/A |
Name and Age | | Position | | Term of Office and Length of Time Served* | | Principal Occupation(s) During Past 5 Years | | Number of Funds in Complex Overseen | | Other Directorships |
| | | | | | | | | | |
INDEPENDENT BOARD MEMBERS*** |
| | | | | | | | | | |
Sandra N. Bane (1952) | | Board Member | | Since 2008 | | Retired, KPMG (1999 – present); and Board Member, TII (2003 – present), Transamerica Funds, TST, TIS, TPP, TPFG, TPFG II and TAAVF (2008 – present). | | 176 | | Big 5 Sporting Goods (2002 – present); AGL Resources, Inc. (energy services holding company) (2008 – present) |
| | | | | | | | | | |
Leo J. Hill (1956) | | Lead Independent Board Member | | Since 2001 | | Principal, Advisor Network Solutions, LLC (business consulting) (2006 – present); Board Member, TST (2001 – present); Board Member, Transamerica Funds and TIS (2002 – present); Board Member, TPP, TPFG, TPFG II and TAAVF (2007 – present); TII (2008 – present); Owner and President, Prestige Automotive Group (2001 – 2005); President, L. J. Hill & Company (1999 – present); Market President, Nations Bank of Sun Coast Florida (1998 – 1999); 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). | | 176 | | N/A |
| | | | | | | | | | |
Neal M. Jewell (1935) | | Board Member | | Since 2007 | | Retired (2004 – present); Board Member, TPP, TPFG, TPFG II and TAAVF (1993 – present); Board Member, Transamerica Funds, TST and TIS (2007 – present); Board Member, TII (2008 – present); and Independent Trustee, EAI Select Managers Equity Fund (a mutual fund) (1996 – 2004). | | 176 | | N/A |
| | | | | | | | | | |
Russell A. Kimball, Jr. (1944) | | Board Member | | Since 1986 | | General Manager, Sheraton Sand Key Resort (1975 – present); Board Member, TST (1986 – present); Board Member, Transamerica Funds and TIS (2002 – present); TPP, TPFG, TPFG II and TAAVF (2007 – present); and Board Member, TII (2008 – present). | | 176 | | N/A |
Name and Age | | Position | | Term of Office and Length of Time Served* | | Principal Occupation(s) During Past 5 Years | | Number of Funds in Complex Overseen | | Other Directorships |
| | | | | | | | | | |
INDEPENDENT BOARD MEMBERS*** |
| | | | | | | | | | |
Eugene M. Mannella (1954) | | Board Member | | Since 2007 | | Chief Executive Officer, HedgeServ Corporation (hedge fund administration) (2008 – present); Self-employed consultant (2006 – present); President, ARAPAHO Partners LLC (limited purpose broker-dealer) (1998 – 2008); Board Member, TPP, TPFG, TPFG II and TAAVF (1994 – present); Board Member, Transamerica Funds, TIS and TST (2007 – present); Board Member, TII (2008 – present); and President, International Fund Services (alternative asset administration) (1993 – 2005). | | 176 | | N/A |
| | | | | | | | | | |
Norman R. Nielsen (1939) | | Board Member | | Since 2006 | | Retired (2005 – present); Board Member, Transamerica Funds, TST and TIS (2006 – present); Board Member, TPP, TPFG, TPFG II and TAAVF (2007 – present); Board Member, TII (2008 – present); Director, Iowa Health Systems (1994 – 2003); Director, Iowa Student Loan Service Corporation (2006 – present); Director, League for Innovation in the Community Colleges (1985 – 2005); Director, U.S. Bank (1987 – 2006); and President, Kirkwood Community College (1985 – 2005). | | 176 | | Buena Vista University Board of Trustees (2004 - present) |
| | | | | | | | | | |
Joyce G. Norden (1939) | | Board Member | | Since 2007 | | Retired (2004 – present); Board Member, TPFG, TPFG II and TAAVF (1993 – present); Board Member, TPP (2002 – present); Board Member, Transamerica Funds, TST and TIS (2007 – present); Board Member, TII (2008 – present); and Vice President, Institutional Advancement, Reconstructionist Rabbinical College (1996 – 2004). | | 176 | | Board of Governors, Reconstructionist Rabbinical College (2007 - present) |
Name and Age | | Position | | Term of Office and Length of Time Served* | | Principal Occupation(s) During Past 5 Years | | Number of Funds in Complex Overseen | | Other Directorships |
| | | | | | | | | | |
Patricia L. Sawyer (1950) | | Board Member | | Since 2007 | | Retired (2007 – present); President/Founder, Smith & Sawyer LLC (management consulting) (1989 – 2007); Board Member, Transamerica Funds and TST (2007 – present); Board Member, TIS (2007 – present); Board Member, TII (2008 – present); Board Member, TPP, TPFG, TPFG II and TAAVF (1993 – present); Vice President, American Express (1987 – 1989); Vice President, The Equitable (1986 – 1987); and Strategy Consultant, Booz, Allen & Hamilton (1982 – 1986). | | 176 | | N/A |
| | | | | | | | | | |
John W. Waechter (1952) | | Board Member | | Since 2004 | | Attorney, Englander & Fischer, P.A. (2008 – present); Retired (2004 – 2008); Board Member, TST and TIS (2004 – present); Board Member, Transamerica Funds (2005 – present); Board Member, TPP, TPFG, TPFG II and TAAVF (2007 – present); Board Member, TII (2008 – present); Executive Vice President, Chief Financial Officer and Chief Compliance Officer, William R. Hough & Co. (securities dealer) (1979 – 2004); and Treasurer, The Hough Group of Funds (1993 – 2004). | | 176 | | N/A |
* | | 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. |
** | | May be deemed an “interested person” (as that term is defined in the 1940 Act) of the Trust because of his employment with TAM or an affiliate of TAM. |
*** | | Independent Board Member means a Board Member who is not an “interested person” (as that term is defined under the 1940 Act) of the Trust. |
OFFICERS
Name and Age | | Position | | Term of Office and Length of Time Served* | | Principal Occupation(s) or Employment During Past 5 Years | |
| | | | | | | |
John K. Carter (1961) | | Chairman, Board Member, President, and Chief Executive Officer | | Since 1999 | | See the table above. | |
| | | | | | | |
Dennis P. Gallagher (1970) | | Vice President, General Counsel and Secretary | | Since 2006 | | Vice President, General Counsel and Secretary, TII, Transamerica Funds, TST and TIS (2006 – present);
Vice President, General Counsel and Secretary, TPP, TPFG, TPFG II and TAAVF (2007 – present);
Director, Senior Vice President, General Counsel and Secretary, TAM and TFS (2006 – present);
Assistant Vice President, Transamerica Capital, Inc. (2007 – present); and
Director, Deutsche Asset Management (1998 – 2006). | |
| | | | | | | |
Joseph P. Carusone (1965) | | Vice President, Treasurer and Principal Financial Officer | | Since 2007 | | Vice President, Treasurer and Principal Financial Officer, Transamerica Funds, TST, TIS and TII (2007 – present);
Vice President (2007 – present), Treasurer and Principal Financial Officer (2001 – present), TPP, TPFG, TPFG II and TAAVF;
Senior Vice President, TAM and TFS (2007 – present);
Senior Vice President (2008 – present), Vice President (2001 –2008); Diversified Investment Advisors, Inc. (“DIA”);
Director and President, Diversified Investors Securities Corp. (“DISC”) (2007 – present);
Director, Transamerica Financial Life Insurance Company (“TFLIC”) (2004 – present); and
Treasurer, Diversified Actuarial Services, Inc. (2002 – present). | |
| | | | | | | |
Christopher A. Staples (1970) | | Vice President and Chief Investment Officer | | Since 2005 | | Vice President and Chief Investment Officer (2007 – present); Vice President - Investment Administration (2005 – 2007), TII;
Vice President and Chief Investment Officer (2007 – present), Senior Vice President - Investment Management (2006 – 2007), Vice President - Investment Management (2005 – 2006), Transamerica Funds, TST and TIS;
Vice President and Chief Investment Officer, TPP, TPFG, TPFG II and TAAVF (2007 – present);
Director (2005 – present), Senior Vice President – Investment Management (2006 – present) and Chief Investment Officer (2007 – present), TAM;
Director, TFS (2005 – present); and
Assistant Vice President, Raymond James & Associates (1999 – 2004). | |
Name and Age | | Position | | Term of Office and Length of Time Served* | | Principal Occupation(s) or Employment During Past 5 Years | |
| | | | | | | |
Rick B. Resnik (1967) | | Vice President, Chief Compliance Officer and Conflicts of Interest Officer | | Since 2008 | | Chief Compliance Officer, TPP, TPFG, TPFG II and TAAVF (1998 – present);
Chief Compliance Officer, Transamerica Funds, TST, TIS and TII (2008 – present); Vice President and Conflicts of Interest Officer, TPP, TPFG, TPFG II, TAAVF, Transamerica Funds, TST, TIS and TII (2008 – present);
Senior Vice President and Chief Compliance Officer, TAM (2008 – present);
Senior Vice President, TFS (2008 – present);
Director (2000 – present), Vice President and Chief Compliance Officer (1997 – present), DISC; and
Assistant Vice President, TFLIC (1999 – present). | |
| | | | | | | |
Robert A. DeVault Jr. (1965) | | Assistant Treasurer | | Since 2009 | | Assistant Treasurer, Transamerica Funds, TST, TII, TIS, TPP, TPFG, TPFG II and TAAVF (January 2009 – present); and
Assistant Vice President, (2007 - present), Manager, Fund Administration (2002 – 2007), TFS. | |
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Suzanne Valerio-Montemurro (1964) | | Assistant Treasurer | | Since 2007 | | Assistant Treasurer, Transamerica Funds, TST, TIS, TII, TPP, TPFG, TPFG II and TAAVF (2007 – present); and
Vice President, DIA (1998 – present). | |
| | | | | | | |
Sarah L. Bertrand (1967) | | Assistant Secretary | | Since 2009 | | Assistant Secretary, Transamerica Funds, TST, TII, TIS, TPP, TPFG, TPFG II and TAAVF (January 2009 – present);
Assistant Vice President and Manager, Legal Administration, TAM and TFS (2007 – present);
Assistant Secretary and Chief Compliance Officer, 40|86 Series Trust and 40|86 Strategic Income Fund (2000 - 2007); and
Second Vice President and Assistant Secretary, Legal and Compliance, 40|86 Capital Management, Inc. (1994 –2007). | |
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Timothy J. Bresnahan (1968) | | Assistant Secretary | | Since 2009 | | Assistant Secretary, Transamerica Funds, TST, TII, TIS, TPP, TPFG, TPFG II and TAAVF (January 2009 – present);
Counsel, TAM (2008 – present);
Counsel (contract), Massachusetts Financial Services, Inc. (2007);
Assistant Counsel, BISYS Fund Services Ohio, Inc. (2005 – 2007); and
Associate, Greenberg Traurig, P.A. (2004 – 2005). | |
| | | | | | | |
Richard E. Shield, Jr. (1974) | | Tax Officer | | Since 2008 | | Tax Officer, Transamerica Funds, TST, TIS, TII, TPP, TPFG, TPFG II and TAAVF (2008 – present);
Tax Manager, Jeffrey P. McClanathan, CPA (2006 – 2007) and Gregory, Sharer & Stuart (2005 – 2006);
Tax Senior, Kirkland, Russ, Murphy & Tapp, P.A. (2003 – 2005); and
Certified Public Accountant, Schultz, Chaipel & Co., LLP (1998 – 2003). | |
* Elected and serves at the pleasure of the Board of the Trust.
If an officer has held offices for different Funds for different periods of time, the earliest applicable date is shown.
PROXY VOTING POLICIES AND PROCEDURES AND QUARTERLY PORTFOLIO HOLDINGS
A description of Transamerica Series Trust’s proxy voting policies and procedures is available in the Statement of Additional Information of the Funds, available without charge upon request by calling 1-800-851-9777 (toll free) or on the Securities and Exchange Commission (“SEC”) website at http://www.sec.gov.
In addition, the Funds are required to file Form N-PX, with their complete proxy voting records for the 12 months ended June 30th, no later than August 31st of each year. The Form is available without charge: (1) from the Funds, upon request by calling 1-800-851-9777; and (2) on the SEC’s website at http://www.sec.gov.
The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarter of each fiscal year on Form N-Q which is available on the SEC’s website at http://www.sec.gov. The Funds’ Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
P.O. Box 9012
Clearwater, FL 33758-9012
Distributor: Transamerica Capital, Inc.
4600 South Syracuse Street
Denver, CO 80237
Customer Service: 1-800-851-9777
Item 2: Code of Ethics.
(a) 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) 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, Registrant did not grant any waivers, including implicit waivers, from the provisions of this code of ethics.
(e) Not Applicable
(f) Registrant has filed this code of ethics as an exhibit pursuant to Item 12(a)(1) of Form N-CSR.
Item 3: Audit Committee Financial Experts.
Registrant’s Board of Trustees has determined that Sandra N. Bane, John W. Waechter and Eugene M. Mannella are “audit committee financial experts,” as such term is defined in Item 3 of Form N-CSR. Ms. Bane, Mr. Waechter and Mr. Mannella are “independent” under the standards set forth in Item 3 of Form N-CSR. The designation of Ms. Bane, Mr. Waechter and Mr. Mannella 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.
(in thousands)
| | | | Fiscal Year Ended 12/31 | |
| | | | 2008 | | 2007 | |
| | | | | | | |
(a) | | Audit Fees | | 708 | | 602 | |
(b) | | Audit-Related Fees(1) | | — | | — | |
(c) | | Tax Fees(2) | | 212 | | 194 | |
(d) | | All Other Fees | | N/A | | N/A | |
(e) | (1) | Pre-approval policy(3) | | | | | |
(e) | (2) | % of above that were pre-approved | | 0% | | 0% | |
(f) | | If greater than 50%, disclose hours | | N/A | | N/A | |
(g) | | Non-audit fees rendered to Adviser (or affiliate that provided services to Registrant) | | N/A | | N/A | |
(h) | | Disclose whether the Audit Committee has considered whether the provisions of non-audit services rendered to the Adviser that were NOT pre-approved is compatible with maintaining the auditor’s independence. | | Yes | | Yes | |
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(1) Audit-Related Fees represent assurance and related services provided that are reasonably related to the performance of the audit of the financial statements of the Registrant, specifically data verification and agreed-upon procedures related to asset securitizations and agreed-upon procedures engagements.
(2) Tax Fees represent tax compliance, tax planning and tax advice services provided in connection with the preparation and review of the Registrant’s tax returns.
(3) The Audit Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services, to one or more members or a subcommittee. Any decision of the subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next regularly scheduled meeting.
Item 5: Audit Committee of Listed Registrants.
The following individuals comprise the standing Audit Committee: Sandra N. Bane, Leo J. Hill, Neal M. Jewell, Russell A. Kimball, Jr., Eugene M. Mannella, Norman R. Nielsen, Joyce G. Norden, Patricia L. Sawyer and John W. Waechter.
Item 6: Schedule of Investments.
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
The Registrant’s Nominating Committee’s provisions with respect to nominations of Trustees to its Board are as follows:
A candidate for nomination as Trustee submitted by a shareholder will not be deemed to be properly submitted to the Committee for the Committee’s consideration unless the following requirements have been met and procedures followed:
1. Each eligible shareholder or shareholder group may submit no more than one nominee each calendar year.
2. The nominee must satisfy all qualifications provided herein and in the Funds’ organizational documents, including qualification as a possible Independent Trustee if the nominee is to serve in that capacity.
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· The nominee may not be the nominating shareholder, a member of the nominating shareholder group or a member of the immediate family of the nominating shareholder or any member of the nominating shareholder group.(1)
· Neither the nominee nor any member of the nominee’s immediate family may be currently employed or employed within the year prior to the nomination by any nominating shareholder entity or entity in a nominating shareholder group.
· Neither the nominee nor any immediate family member of the nominee is permitted to have accepted directly or indirectly, during the year of the election for which the nominee’s name was submitted, during the immediately preceding calendar year, or during the year when the nominee’s name was submitted, any consulting, advisory, or other compensatory fee from the nominating shareholder or any member of a nominating shareholder group.
· The nominee may not be an executive officer, director or person fulfilling similar functions of the nominating shareholder or any member of the nominating shareholder group, or of an affiliate of the nominating shareholder or any such member of the nominating shareholder group.
· The nominee may not control the nominating shareholder or any member of the nominating shareholder group (or, in the case of a holder or member that is a fund, an interested person of such holder or member as defined by Section 2(a)(19) of the 1940 Act).
· A shareholder or shareholder group may not submit for consideration a nominee which has previously been considered by the Committee.
3. In order for the Committee to consider shareholder submissions, the following requirements must be satisfied regarding the shareholder or shareholder group submitting the proposed nominee:
· Any shareholder or shareholder group submitting a proposed nominee must beneficially own, either individually or in the aggregate, more than 5% of a Fund’s (or a series thereof) securities that are eligible to vote both at the time of submission of the nominee and at the time of the Board member election. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the meeting.
The nominating shareholder or shareholder group must also bear the economic risk of the investment.
· The nominating shareholder or shareholder group must also submit a certification which provides the number of shares which the person or group has (a) sole power to vote or direct the vote; (b) shared power to vote or direct the vote; (c) sole power to dispose or direct the disposition of such shares; and (d) shared power to dispose or direct the disposition of such shares. In addition the certification shall provide that the shares have been held continuously for at least two years.
4. Shareholders or shareholder groups submitting proposed nominees must substantiate compliance with the above requirements at the time of submitting their proposed nominee as part of their written submission to the attention of the Funds’ Secretary, who will provide all submissions to the Committee. This submission to the Funds must include:
(1) Terms such as “immediate family member” and “control” shall be interpreted in accordance with the federal securities laws.
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· | | the shareholder’s contact information; |
· | | the nominee’s contact information and the number of applicable Fund shares owned by the proposed nominee; |
· | | all information regarding the nominee that would be required to be disclosed in solicitations of proxies for elections of directors required by Regulation 14A under the Securities Exchange Act of 1934; and |
· | | a notarized letter executed by the nominee, stating his or her intention to serve as a nominee and be named in a Fund’s proxy statement, if so designated by the Committee and the Funds’ Board. |
5. The Committee will consider all submissions meeting the applicable requirements stated herein that are received by December 31 of the most recently completed calendar year.
Item 11: Controls and Procedures.
(a) The Registrant’s principal executive officer and principal financial officer evaluated 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) are appropriately designed to ensure that information required to be disclosed by Registrant in the reports that it files on Form N-CSR (a) is accumulated and communicated to 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 quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Item 12: Exhibits.
(a) (1) Registrant’s code of ethics (that is the subject of the disclosure required by Item 2(a)) is attached.
(2) Separate certifications for Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(a) under the 1940 Act, are attached.
(3) Not applicable.
(b) A certification for Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(b) under the 1940 Act, is attached. The certification furnished pursuant to this paragraph is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates it by reference.
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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 Series Trust |
| (Registrant) |
| | |
| By: | /s/ John K. Carter |
| | John K. Carter |
| | Chief Executive Officer |
| | Date: March 9, 2009 |
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/ John K. Carter | |
| John K. Carter | |
| Chief Executive Officer | |
| Date: March 9, 2009 | |
| | |
| | |
By: | /s/ Joseph P. Carusone | |
| Joseph P. Carusone | |
| Principal Financial Officer | |
| Date: March 9, 2009 | |
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EXHIBIT INDEX
Exhibit No. | | Description of Exhibit |
| | |
12(a)(1) | | Code of Ethics for Principal Executive and Senior Financial Officers |
12(a)(2)(i) | | Section 302 N-CSR Certification of Principal Executive Officer |
12(a)(2)(ii) | | Section 302 N-CSR Certification of Principal Financial Officer |
12(b) | | Section 906 N-CSR Certification of Principal Executive Officer and Principal Financial Officer |
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