INFORMATION STATEMENT
This Information Statement describes BlackRock and the terms of the NewSub-Advisory Agreement.
THE PORTFOLIO AND ITS MANAGEMENT AGREEMENT
TAM, a Florida corporation located at 1801 California Street, Suite 5200, Denver, CO 80202, manages the assets of the Portfolio pursuant to a Management Agreement (the “Management Agreement”), dated March 1, 2016, which was last approved by the Board, including a majority of the Independent Board Members, on June19-20, 2019. TAM is directly owned by Transamerica Premier Life Insurance Company (“TPLIC”) (77%) and AUSA Holding, LLC (“AUSA”) (23%), both of which are indirect, wholly owned subsidiaries of Aegon NV. TPLIC is owned by Commonwealth General Corporation (“Commonwealth”). Commonwealth and AUSA are wholly owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is wholly owned by The Aegon Trust, which is wholly owned by Aegon International B.V., which is wholly owned by Aegon NV, a Netherlands corporation and a publicly traded international insurance group.
Subject to the terms of the Management Agreement, TAM, among other things, (i) regularly provides the Portfolio with investment management services, including management, supervision and investment research and advice, (ii) furnishes a continuous investment program for the Portfolio’s securities and other investments consistent with the Portfolio’s investment objectives, policies and restrictions, as stated in the Portfolio’s current registration statement, (iii) provides supervisory, compliance and administrative services to the Portfolio, and (iv) provides any additional services incidental to the foregoing services. TAM is permitted to enter into contracts withsub-advisers, subject to the Board’s approval. The services that TAM provides to the Portfolio under the Management Agreement are not expected to change in light of the change insub-adviser for the Portfolio.
No officer or Board Member of the Portfolio is a director, officer or employee of BlackRock. No officer or Board Member of the Portfolio, through the ownership of securities or otherwise, has any other material direct or indirect interest in BlackRock or any other person controlling, controlled by or under common control with BlackRock. Since the Record Date, none of the Board Members of the Portfolio have had any material interest, direct or indirect, in any material transactions, or in any material proposed transactions, to which BlackRock or any of its affiliates was or is to be a party.
TERMS OF THE PRIORSUB-ADVISORY AGREEMENT
From May 1, 2009 to July 1, 2019, BFM served assub-adviser to the Portfolio. BFM is located at 55 East 52nd Street New York, NY 10055. BFM providedsub-advisory services to the Portfolio pursuant to the BFMSub-Advisory Agreement. Assub-adviser to the Portfolio, BFM was responsible forsub-advising the assets of the Portfolio in a manner consistent with the terms of the BFMSub-Advisory Agreement and the investment objective, strategies and policies of the Portfolio. The BFMSub-Advisory Agreement dated May 1, 2009, as amended, was last approved by the Board, including a majority of the Independent Board Members, on June21-22, 2018. The BFMSub-Advisory Agreement was initially approved by the Board, including a majority of the Independent Board Members, on February 11, 2009.
COMPARISON OF THESUB-ADVISORY AGREEMENTS
Descriptions of thesub-advisory fee rates payable by TAM to BIM under the NewSub-Advisory Agreement and thesub-advisory fees paid by TAM to BFM under the BFMSub-Advisory Agreement appear below under the caption“Sub-Advisory Fees.”
As discussed below under the caption “Evaluation by the Board,” the NewSub-Advisory Agreement was approved by the Board at a meeting held on June19-20, 2019, and was effective as of July 1, 2019. The NewSub-Advisory Agreement has an initial term of one year from its effective date (unless sooner terminated in accordance with its terms). Thereafter, continuance of the NewSub-Advisory Agreement is subject to the specific approval, at least annually, by vote of a majority of the Independent Board Members, at a meeting called for the purpose of voting on such approval, and by either the Board or an affirmative vote of the majority of outstanding voting securities (as that term is defined in the 1940 Act) of the Portfolio.
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