PRE 14A

Payments to TAM (or affiliates)

As of Date:

Transfer Agent

Distribution

Transamerica JPMorgan Core Bond VP

A special meeting of holders (the “Holders”) investing in Transamerica JPMorgan Core Bond VP and Transamerica PIMCO Total Return VP, (each, a “Portfolio” and collectively, the “Portfolios”), each a series of Transamerica Series Trust, through a variable life insurance policy or variable annuity contract, will be held as a virtual meeting on [October 5, 2022] at [10:00 a.m.] (Mountain Time) for Transamerica JPMorgan Core Bond VP, and on [October 5, 2022] at [11:00 a.m.] (Mountain Time) for Transamerica PIMCO Total Return VP. In light of public health concerns regarding the ongoing coronavirus (COVID-19) pandemic and taking into account related orders and guidance issued by federal, state and local governmental bodies, the Board of Trustees of your Portfolio has determined that the Portfolio’s special meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. The details on how to participate in the virtual special meetings are included in the enclosed joint proxy statement.

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

Approve a new sub-adviser for Transamerica JPMorgan Core Bond VP. Holders of Transamerica JPMorgan Core Bond VP are being asked to approve a new sub-advisory agreement with Aegon USA Investment Management, LLC (“AUIM”), an affiliate of Transamerica Asset Management, Inc. (“TAM”), the Portfolio’s investment manager.

Approve a new sub-adviser for Transamerica PIMCO Total Return VP. Holders of Transamerica PIMCO Total Return VP are being asked to approve a new sub-advisory agreement with AUIM.

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

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

Holders of record of each Portfolio as of the close of business on June 17, 2022 are entitled to vote at the applicable special meeting and any adjournments or postponements thereof. Whether or not you plan to virtually attend the meeting and regardless of the size of the interest you hold, your vote is very important to us. By responding promptly, you will save the expense of additional follow-up mailings and solicitations. Please vote today.

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

If you have any questions, please call Transamerica Series Trust at 1-800-851-9777.

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

Proposal I: Approve a New Sub-Advisory Agreement for Transamerica JPMorgan Core Bond VP (“Transamerica Core Bond VP”): Holders are being asked to vote on a new sub-advisory agreement with a new sub-adviser, Aegon USA Investment Management, LLC (“AUIM”). Transamerica Asset Management, Inc. (“TAM”) serves as investment manager to Transamerica Core Bond VP, and AUIM is affiliated with TAM.

Proposal II: Approve a New Sub-Advisory Agreement for Transamerica PIMCO Total Return VP (“Transamerica Total Return VP”): Holders are being asked to vote on a new sub-advisory agreement with a new sub-adviser, AUIM. As noted above, AUIM is affiliated with TAM, who serves as investment manager to Transamerica Total Return VP.

AUIM would replace both J.P. Morgan Investment Management, Inc as the sub-adviser to Transamerica JPMorgan Core Bond VP and Pacific Investment Management Company LLC as the sub-adviser to Transamerica PIMCO Total Return VP.

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

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

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

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

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

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

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

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

Please take notice that a special meeting of holders (the “Holders”) investing in one or more of Transamerica JPMorgan Core Bond VP and Transamerica PIMCO Total Return VP (each, a “Portfolio” and collectively, the “Portfolios”), each a series of Transamerica Series Trust (the “Trust”), through a variable life insurance policy or variable annuity contract, will be held as a virtual meeting on [October 5, 2022] at [10:00 a.m.] (Mountain Time) for Transamerica JPMorgan Core Bond VP, and on [October 5, 2022] at [11:00 a.m.] (Mountain Time) for Transamerica PIMCO Total Return VP (for each Portfolio a “Special Meeting” and collectively, the “Special Meetings”), to consider and vote on the following proposals:

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

Holders of record of each Portfolio at the close of business on June 17, 2022 are entitled to notice of and to vote at the Portfolio’s respective Special Meeting and any adjournments or postponements thereof.

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

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

The proxy materials will be available to review at: www.proxypush.com/TST. A paper or email copy of the proxy materials may be obtained, without charge, by contacting the Portfolios’ proxy solicitor, Mediant Communications Inc., at 1-888-823-1460.

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

This joint proxy statement (“Joint Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board” and each member of a Board, a “Board Member”) of Transamerica JPMorgan Core Bond VP (“Transamerica Core Bond VP”) and Transamerica PIMCO Total Return VP (“Transamerica Total Return VP”), each a series of Transamerica Series Trust (“Trust”) (each, a “Portfolio” and, collectively, the “Portfolios”). The proxies are being solicited for use at a special meeting of holders (the “Holders”) investing in each Portfolio to be held as a virtual meeting on [October 5, 2022], at [10:00 a.m.] (Mountain Time) for Transamerica Core Bond VP, and on [October 5, 2022], at [11:00 a.m.] (Mountain Time) for Transamerica Total Return VP (for each Portfolio, a “Special Meeting” and collectively, the “Special Meetings”), and at any and all adjournments or postponements of the Special Meetings. The Special Meetings will be held for the purposes set forth in the accompanying Notice of Special Meetings of Holders.

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

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

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

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

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

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

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

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

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

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

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

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

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

Interests of the Portfolios are not offered directly to the public but are sold only to (1) insurance companies and their separate accounts as the underlying investment medium for Holders as owners of variable annuity contracts and variable life policies (collectively, the “Policies”), and (2) certain asset allocation portfolios that are series of the Trust (the “Asset Allocation Portfolios”). As such, Transamerica Life Insurance Company (“TLIC”) and Transamerica Financial Life Insurance Company (“TFLIC”) (collectively, the “Insurance Companies”) and the Asset Allocation Portfolios are the only shareholders of the investment portfolios offered by the Trust. The Insurance Companies each offer the opportunity to invest in the Portfolios through their respective products.

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

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

A signed proxy card or other authorization by a beneficial owner of shares in a Portfolio that does not specify how the beneficial owner’s shares should be voted on a proposal will be deemed an instruction to vote such shares in favor of the applicable proposal(s).

[Proxy voting authority with respect to each of the Portfolio’s shares held by the applicable Asset Allocation Portfolios is retained by TAM. Consistent with TAM’s Proxy Voting Policies and Procedures, TAM will vote the shares of underlying Portfolios held by the relevant Asset Allocation Portfolios in accordance with the recommendation from the Board of Trustees of those Asset Allocation Portfolios (which is the same Board as the Board of Trustees of the Portfolios). The Board of Trustees has recommended that shares of each Portfolio held by those Asset Allocation Portfolios be voted in favor of the applicable proposal(s). Therefore, in accordance with this recommendation, shares of each Portfolio held by the relevant Asset Allocation Portfolios will be voted in favor of the applicable proposal(s). As of the Record Date, Transamerica JPMorgan Core Bond VP had net assets of $427,727,379, with $65,698,925 of those net assets attributable to the relevant Asset Allocation Portfolios, collectively. As of the Record Date, Transamerica PIMCO Total Return VP had net assets of $1,480,945,182, with $689,676,171 of those net assets attributable to the relevant Asset Allocation Portfolios, collectively.]

If you need more information or have any questions about the proposals or voting, please call the Portfolios’ proxy solicitor, Mediant Communications Inc., at 1-888-823-1460.

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

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

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

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

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

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

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

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

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

The Portfolio’s investment management agreement dated March 1, 2016, as amended, with TAM, a Florida corporation located at 1801 California Street, Suite 5200, Denver, CO 80202, was last approved by Holders on December 21, 2012 when certain changes were made to standardize terms across all the investment management agreements for funds in the Transamerica fund complex. The Board last approved the Portfolio’s investment management agreement with TAM on June 15 and 16, 2022. TAM is directly owned by Transamerica Life Insurance Company (“TLIC”) (77%) and AUSA Holding, LLC (“AUSA”) (23%), both of which are indirect, wholly owned subsidiaries of Aegon N.V. TLIC is owned by Commonwealth General Corporation (“Commonwealth”). Commonwealth and AUSA are wholly owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is wholly owned by Aegon International B.V., which is wholly owned by Aegon N.V., a Netherlands corporation and a publicly traded international insurance group.

Pursuant to the investment management agreement, TAM is responsible for providing continuous and regular investment management services, including management and supervision of the Portfolio’s investments and investment program, and providing supervisory, compliance and administrative services to the Portfolio. TAM is authorized to enter into contracts with one or more sub-advisers to perform certain duties of TAM under the investment management agreement. TAM has recommended, and the Board has approved (subject to Holder approval), the appointment of AUIM as a new sub-adviser to the Portfolio, replacing JPMorgan. TAM would oversee AUIM and monitor its buying and selling of portfolio securities, its management services and its investment performance. TAM is paid investment management fees for its service as investment manager to the Portfolio. The management fee is calculated based on the average daily net assets of the Portfolio. The Portfolio paid TAM $2,341,428 in management fees for the fiscal year ended December 31, 2021. If this Proposal I is approved, TAM, not the Portfolio, will pay AUIM a sub-advisory fee out of the investment management fee it receives from the Portfolio.

TAM acts as a manager of managers for the Portfolio pursuant to an exemptive order from the SEC (Release IC- 23379 dated August 5, 1998. That exemptive order permits TAM, subject to certain conditions, and without the approval of shareholders, to employ a new unaffiliated sub-adviser for a fund pursuant to the terms of a new investment sub-advisory agreement, either as a replacement for an existing sub-adviser or as an additional sub-adviser. Under the terms of the exemptive order, TAM may not enter into a new sub-advisory agreement with AUIM, an affiliate of TAM, without such agreement being approved by the Holders of the Portfolio. This is the reason that Holder approval of this Proposal I is being sought.

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

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

In connection with the proposed appointment of AUIM as sub-adviser, the Portfolio would be renamed “[Transamerica Aegon Intermediate Bond VP]” and there would be changes to the Portfolio’s investment objective, principal investment strategies and principal risks. If the New Core Bond Sub-Advisory Agreement is approved, AUIM would implement an active strategy for the Portfolio that seeks to achieve maximum total return. In pursuing the Portfolio’s investment objective, AUIM would invest, under normal circumstances, at least 80% of the Portfolio’s net assets in fixed-income securities. AUIM would normally invest primarily in investment grade debt securities. The Portfolio’s weighted average duration would typically range from 3 to 10 years. In addition, the sub-adviser would have the ability to invest up to 10% of the Portfolio’s net assets in high yield debt securities and up to 10% in emerging market debt securities, but no more that 15% of the Portfolio’s net assets would be invested in emerging market debt securities and high yield debt securities combined. AUIM, as sub-adviser would also be permitted to engage in certain investment strategies involving derivatives.

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

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

In connection with the proposed appointment of AUIM as sub-adviser, it is expected that there would be extensive purchases and sales of portfolio holdings to align the Portfolio with its changed investment strategies. This repositioning of the Portfolio may have a negative impact on performance by increasing brokerage commissions and/or other transaction costs.

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

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

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

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

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

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

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

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

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

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

Sub-Advisory Fees. Under both the Current Core Bond Sub-advisory Agreement and the New Core Bond Sub-Advisory Agreement, TAM pays the sub-adviser a fee out of the investment management fee TAM receives from the Portfolio. Fees paid to JPMorgan during the Portfolio’s most recent fiscal year ended December 31, 2021 were $572,349. The proposed investment management and sub-advisory fees for the Portfolio would, at the Portfolio’s current asset level, result in a nominal net annual decrease in investment management fees retained by TAM. In conjunction with the proposed sub-adviser change, the investment management fee schedule for the Portfolio would be lower at the Portfolio’s current asset level. Please see additional information under “Management Fees” below.

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

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

Under the Current Core Bond Sub-Advisory Agreement, TAM (not the Portfolio) pays JPMorgan sub-advisory fees of 0.11% of the Portfolio’s average daily net assets on an annual basis for its services.

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

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

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

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

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

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

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

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

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

The following chart compares the actual management fees paid by the Portfolio to TAM (with and without regard to waivers/expense reimbursements) for the fiscal year ended December 31, 2021 to a hypothetical example of management fees that would have been paid by the Portfolio to TAM for the same period under the proposed new management fee schedule, and also shows the percentage difference between the actual and hypothetical values.

Under the Current Core Bond Sub-Advisory Agreement, TAM (not the Portfolio) has agreed to pay JPMorgan 0.11% of the Portfolio’s average daily net assets on an annual basis.

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

The following chart compares the actual sub-advisory fees paid by TAM to JPMorgan (net of fees reimbursed) for the fiscal year ended December 31, 2021 to a hypothetical example of sub-advisory fees that would have been paid by TAM to AUIM for the same period under the New Core Bond Sub-Advisory Agreement, and also shows the percentage difference between the actual and hypothetical values.

Amounts paid to TAM and to affiliates of TAM during the fiscal year ended December 31, 2021 by the Portfolio and the services for which the amounts were paid, if any, are listed below. There were no other material payments by the Portfolio to JPMorgan, TAM, or any of their affiliates during that period.

At a meeting of the Board of Trustees of the Trust (for purposes of this section, the “Board”) held on June 15-16, 2022, the Board considered the termination of JPMorgan as sub-adviser to the Portfolio and the approval of the New Core Bond Sub-Advisory Agreement for the Portfolio between TAM and AUIM, the Portfolio’s proposed new sub-adviser, as well as the approval of a revised management fee schedule for the Portfolio.

Following its review and consideration, the Board determined that the terms of the New Core Bond Sub-Advisory Agreement were reasonable and that the termination of JPMorgan as sub-adviser to the Portfolio and the approval of the New Core Bond Sub-Advisory Agreement were in the best interests of the Portfolio and its investors. The Board, including the Independent Board Members, authorized TAM to terminate the Current Core Bond Sub-Advisory Agreement with JPMorgan and unanimously approved the New Core Bond Sub-Advisory Agreement for an initial two-year period. The Board, including the Independent Board Members, also unanimously approved the revised management fee schedule for the Portfolio.

Prior to reaching their decision, the Board Members requested and received from TAM and AUIM certain information. They then reviewed such information as they deemed reasonably necessary to evaluate the proposed New Core Bond Sub-Advisory Agreement, including information they had previously received from TAM as part of their regular oversight of the Portfolio and from AUIM as part of their regular oversight of other funds sub-advised by AUIM, and knowledge they gained over time through meeting with TAM and AUIM. Among other materials, the Board Members considered fee, expense and profitability information prepared by TAM.

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

In evaluating the nature, extent and quality of the services to be provided by AUIM under the New Core Bond Sub-Advisory Agreement, the Board Members considered, among other things, information provided by TAM and AUIM regarding the operations, facilities, organization and personnel of AUIM, the ability of AUIM to perform its duties under the New Core Bond Sub-Advisory Agreement and the proposed changes to the Portfolio’s principal investment strategies. The Board Members further considered that: (i) AUIM is an experienced asset management firm; (ii) TAM is recommending that AUIM be appointed as sub-adviser to the Portfolio; and (iii) TAM believes that AUIM has the capabilities, resources and personnel necessary to provide sub-advisory services to the Portfolio based on TAM’s assessment of AUIM’s organization, investment personnel and experience sub-advising other funds in the Transamerica fund complex. The Board Members also considered AUIM’s proposed responsibilities and experience with the Portfolio’s proposed principal investment strategies.

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

The Board Members considered AUIM’s investment management experience, capabilities and resources. The Board Members reviewed the historical performance of the Portfolio for the past 1-, 3-, 5- and 10-year periods ended February 28, 2022, as compared to: (i) the proposed strategy; (ii) the Portfolio’s benchmark; and (iii) the Portfolio’s Morningstar peer group median. The Board Members noted that the proposed strategy performed above the Portfolio over the past 10-year period, performed equal to the Portfolio over the past 3- and 5-year periods and performed below the Portfolio over the past 1-year period. The Board also considered that the proposed strategy performed above the Portfolio’s benchmark over the past 1-, 3- and 10-year periods and performed above the Morningstar category median over the past 1- and 10-year periods, but performed below the Portfolio’s benchmark over the past 5-year period and below the Morningstar category median over the past 3- and 5-year periods.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sub-Advisory Services. Under the terms of the New Total Return Sub-Advisory Agreement, subject to the supervision of the Trust’s Board and TAM, AUIM will manage the investment and reinvestment of the portfolio assets of the Portfolio, all without prior consultation with TAM, subject to and in accordance with the investment objective and policies of the Portfolio set forth in the Portfolio’s current prospectus and statement of additional information, as may be amended from time to time, and any written instructions which TAM or the Portfolio’s Board may issue from time-to-time in accordance therewith. In pursuance of the foregoing, AUIM will make all determinations with respect to the purchase and sale of portfolio securities and takes such action necessary to implement the same. AUIM shall render regular reports as to the Trust’s Board of Trustees and TAM concerning the investment activities of the Portfolio. The Current Total Return Sub-Advisory Agreement addresses the services to be provided in a similar manner.

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

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

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

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

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

Sub-Advisory Fees. Under both the Current Total Return Sub-Advisory Agreement and the New Total Return Sub-Advisory Agreement, TAM pays the sub-adviser a fee out of the investment management fee TAM receives from the Portfolio. Fees paid to PIMCO during the Portfolio’s most recent fiscal year ended December 31, 2021 were $4,505,987. The proposed investment management and sub-advisory fees for the Portfolio would result in a nominal asset weighted net decrease in investment management fees retained by TAM. In conjunction with the proposed sub-adviser change, the investment management fee schedule for the Portfolio would be lower. Please see additional information under “Management Fees” below.

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

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

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

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

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

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

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

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

by AUIM upon 90 days’ advance written notice to TAM; and (iv) will terminate immediately in the event of its assignment (within the meaning of the 1940 Act) by AUIM and shall not be assignable by TAM without the consent of AUIM. The Current Total Return Sub-Advisory Agreement contains similar provisions but may be terminated by PIMCO upon 60 days’ advance written notice to TAM.

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

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

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

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

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

Under the New Total Return Sub-Advisory Agreement, TAM (not the Portfolio) will pay AUIM 0.12% of the first $250 million, 0.10% over $250 million and up to $500 million, 0.08% over $500 million and up to $1 billion, and 0.075% in excess of $1 billion with respect to the Portfolio’s average daily net assets on an annual basis. Under the New Total Return Sub-Advisory Agreement, fees would be based on the combined assets for the Portfolio and Transamerica Bond, a series of Transamerica Funds. The hypothetical sub-advisory fee shown below reflects this aggregation.

The following chart compares the actual sub-advisory fees paid by TAM to PIMCO (net of fees reimbursed) for the fiscal year ended December 31, 2021 to a hypothetical example of sub-advisory fees that would have been paid by TAM to AUIM for the same period under the New Total Return Sub-Advisory Agreement, and also shows the percentage difference between the actual and hypothetical values.

Amounts paid to TAM and to affiliates of TAM during the fiscal year ended December 31, 2021 by the Portfolio and the services for which the amounts were paid, if any, are listed below. There were no other material payments by the Portfolio to PIMCO, TAM, or any of their affiliates during that period.

At a meeting of the Board of Trustees of the Trust (for purposes of this section, the “Board”) held on June 15-16, 2022, the Board considered the termination of PIMCO as sub-adviser to the Portfolio and the approval of the New Total Return Sub-Advisory Agreement for the Portfolio between TAM and AUIM, the Portfolio’s proposed new sub-adviser, as well as the approval of a revised management fee schedule for the Portfolio.

Following its review and consideration, the Board determined that the terms of the New Total Return Sub-Advisory Agreement were reasonable and that the termination of PIMCO as sub-adviser to the Portfolio and the approval of the New Total Return Sub-Advisory Agreement were in the best interests of the Portfolio and its investors. The Board, including the Independent Board Members, authorized TAM to terminate the Current Total Return Sub-Advisory Agreement with PIMCO and unanimously approved the New Total Return Sub-Advisory Agreement for an initial two-year period. The Board, including the Independent Board Members, also unanimously approved the revised management fee schedule for the Portfolio.

Prior to reaching their decision, the Board Members requested and received from TAM and AUIM certain information. They then reviewed such information as they deemed reasonably necessary to evaluate the proposed New Total Return Sub-Advisory Agreement, including information they had previously received from TAM as part of their regular oversight of the Portfolio and from AUIM as part of their regular oversight of other funds sub-advised by AUIM, and knowledge they gained over time through meeting with TAM and AUIM. Among other materials, the Board Members considered fee, expense and profitability information prepared by TAM.

their own business judgment. The Board Members based their decisions on the considerations discussed below, among others, although they did not identify any particular consideration or item of information that was controlling of their decisions, and each Board Member may have attributed different weights to the various factors.

In evaluating the nature, extent and quality of the services to be provided by AUIM under the New Total Return Sub-Advisory Agreement, the Board Members considered, among other things, information provided by TAM and AUIM regarding the operations, facilities, organization and personnel of AUIM, the ability of AUIM to perform its duties under the New Total Return Sub-Advisory Agreement and the proposed changes to the Portfolio’s principal investment strategies. The Board Members further considered that: (i) AUIM is an experienced asset management firm; (ii) TAM is recommending that AUIM be appointed as sub-adviser to the Portfolio; and (iii) TAM believes that AUIM has the capabilities, resources and personnel necessary to provide sub-advisory services to the Portfolio based on TAM’s assessment of AUIM’s organization, investment personnel and experience sub-advising other funds in the Transamerica fund complex. The Board Members also considered AUIM’s proposed responsibilities and experience with the Portfolio’s proposed principal investment strategies.

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

The Board Members considered AUIM’s investment management experience, capabilities and resources. The Board Members reviewed the historical performance of the Portfolio for the past 1-, 3-, 5- and 10-year periods ended February 28, 2022, as compared to: (i) the proposed strategy; (ii) the Portfolio’s benchmark; and (iii) the Portfolio’s Morningstar peer group median. The Board Members noted that the proposed strategy compared favorably over all periods, outperforming the Portfolio and the Portfolio’s benchmark over the past 1-, 3-, 5- and 10-year periods and outperforming the Morningstar peer group median over the past 1-, 5- and 10-year periods, but performing below the Morningstar peer group median over the past 3-year period.

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

The Board Members considered that the revised management and new sub-advisory fee schedules would be lower at all asset levels than the current management and sub-advisory fee schedules. The Board Members also considered that TAM had negotiated with AUIM to have the Portfolio’s assets aggregated with the assets of Transamerica Bond for purposes of computing breakpoints in the new sub-advisory fee schedule. The Board Members noted that if the Fee Changes are implemented, the total expense ratio of each class of the Portfolio is expected to decrease. The Board Members noted that as the Portfolio grows in size, the revised management schedule has the potential to result in additional savings for investors.

Board Members determined that the revised management fee schedule and new sub-advisory fee schedule were reasonable in light of the services to be provided.

The Board Members reviewed pro forma estimated profitability information provided by TAM for TAM and its affiliates, including AUIM. The Board Members noted that, based on assets as of February 28, 2022, there was expected to be an increase in the net management fees retained by TAM and in overall profitability to the Transamerica/Aegon organization due to the fact that, unlike PIMCO, AUIM is an affiliated sub-adviser. The Board Members also considered TAM’s view that the Portfolio’s proposed net management fee would allow TAM to be reasonably compensated for its services. The Board Members also considered the pro forma revenue, expense and pre-distribution profit margin information provided by TAM and determined that the profitability of TAM and its affiliates from their relationships with the Portfolio was not anticipated to be excessive.

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

In the event that Holders do not approve this Proposal II, the Board will determine the appropriate course of action with respect to the management of the Portfolio.

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

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

AUIM, located at 6300 C Street SW, Cedar Rapids, IA 52499, has been a registered investment adviser since December 2001. AUIM, an affiliate of TAM, is a wholly owned subsidiary of Aegon N.V., a Netherlands corporation and publicly traded international insurance group, and is an affiliate of TAM. As of December 31, 2021, AUIM had approximately $135.9 billion in total assets under management.

Portfolio Managers. The following portfolio managers would be responsible for the day to day management of the Portfolios:

Management and Governance. Listed below are the names, positions and principal occupations of the directors and principal executive officers of AUIM as of June 17, 2022. The principal address of each individual as it relates to his or her duties at AUIM is the same as that of AUIM unless otherwise noted.

Management Activities. As of June 17, 2022, AUIM acts as an adviser or sub-adviser for registered investment companies, or series of registered investment companies, with investment objectives similar to the Portfolios as noted below.

There were no brokerage commissions incurred on security transactions placed with affiliates of TAM or AUIM for the fiscal year ended December 31, 2021 for Transamerica Core Bond VP. For the fiscal year ended December 31, 2021, Transamerica Total Return VP paid brokerage commissions of $31,423.

To become effective with respect to the applicable Portfolio, each of the New Core Bond Sub-Advisory Agreement and the New Total Return Sub-Advisory Agreement must be approved by a vote of a majority of the outstanding voting securities of that Portfolio. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (a) 67% or more of the voting power of the voting securities of the Portfolio that are present at the Meeting or represented by proxy if holders of shares representing more than 50% of the voting power of the outstanding voting securities of the Portfolio are present or represented by proxy or (b) more than 50% of the voting power of the outstanding voting securities of the Portfolio. Each of the New Core Bond Sub-Advisory Agreement and the New Total Return Sub-Advisory Agreement were approved by the Independent Board Members, separately, and by the Board of each Portfolio, as a whole, after consideration of all factors which were determined to be relevant to their deliberations, including those discussed above.

Your Board recommends that you for “FOR” the approval of both the New Core Bond Sub-Advisory Agreement and the New Total Return Sub-Advisory Agreement, as applicable.

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

State Street, located at One Lincoln Street, Boston, MA 02111, serves as each Portfolio’s custodian.

Holders of Transamerica Core Bond VP and Transamerica Total Return VP can find important information about the Portfolios in the Portfolios’ annual report dated December 31, 2021 and the Portfolios’ semi-annual report dated June 30, 2021, which have been previously provided to Holders. You may obtain copies of these reports without charge by writing to the Portfolio at the address shown below or by calling 1-800-851-9777.

The solicitation of proxies will be principally conducted by the mailing of this Joint Proxy Statement beginning on or about [August 5, 2022], but proxies may also be solicited by telephone and/or online by representatives of the Portfolios, regular employees of TAM or its affiliate(s), or Mediant Communications Inc., a private proxy services firm. It is anticipated that the estimated solicitation costs, including retaining Mediant Communications Inc., will be approximately $113,000 to $125,000. If we have not received your vote as the date of each Special Meeting approaches, you may receive a call from these parties to ask for your vote. Arrangements will be made with brokerage houses and custodians, nominees and fiduciaries to forward proxies and proxy materials to their clients.

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

The cost of the Special Meetings, including the preparation and mailing of the Notice, Joint Proxy Statement and the solicitation of proxies, including reimbursement to brokerage firms and others for their expenses in forwarding proxy materials to the beneficial owners and soliciting them to execute proxies, will be borne by TAM and AAM and not the Portfolios.

To the knowledge of the Trust, as of June 17, 2022, the Board Members and officers of the Trust, individually and as a group, owned beneficially less than 1% of the outstanding shares of the Portfolios.

As of June 17, 2022, the persons listed in Appendix B owned of record 5% or more of the shares of the Portfolios indicated in Appendix B.

Holders may mail written communications to each Portfolio’s Board, addressed to the care of the Secretary of the Portfolio, at the address of the Portfolio. Each Holder communication must (i) be in writing and be signed by the Holder, and (ii) identify the full name of the Portfolio. The Secretary is responsible for collecting, reviewing and organizing all properly submitted Shareholder communications. Except as provided below, with respect to each properly submitted Holder communication, the Secretary will either (i) provide a copy of the communication to the Board at the next regularly scheduled Board meeting, or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Board promptly after receipt. The Secretary may, in good faith, determine that a Holder communication should not be provided to the Board because the communication, among other things, (i) does not reasonably relate to the Portfolio or its operations, management, activities, policies, service providers, Board, officers, Holders or other matters relating to an investment in a Portfolio, or (ii) is ministerial in nature (such as a request for Portfolio literature, share data or financial information).

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

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

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

The fiscal year end of Transamerica JPMorgan Core Bond VP and Transamerica PIMCO Total Return Bond VP is December 31.

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

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

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

Each of the Portfolios is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act and files reports, proxy statements and other information with the SEC. These reports, proxy statements and other information have been filed by the Portfolios and may be obtained upon payment of a duplication fee or by electronic request at the following e-mail address, publicinfo@sec.gov. Reports and other information about the Portfolios are also available on the SEC’s Internet site at http://www.sec.gov. To obtain a copy of this Joint Proxy Statement or other information about the Portfolios, without charge, or to request other information or make other inquiries about the Portfolios, call 1-800-851-9777 or write to the Trust, 1801 California Street, Suite 5200, Denver, CO 80202, or visit the website at www.transamericaseriestrust.com.

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

By Order of the Boards,

/s/ Dennis P. Gallagher

Dennis P. Gallaher

Chief Legal Officer and Secretary

THIS AMENDMENT is made as of November 1, 2022, to the Sub-Advisory Agreement dated as of March 22, 2011, as amended, (the “Agreement”) between Transamerica Asset Management, Inc. and Aegon USA Investment Management, LLC.

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

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


PORTFOLIOS		SUB-ADVISER COMPENSATION¹

[Transamerica Aegon Bond VP] (formerly known as Transamerica PIMCO Total Return VP)		0.12% of the first $250 million; 0.10% over $250 million up to $500 million; 0.08% over $500 million up to $1 billion; 0.075% over $1 billion²

Transamerica Aegon High Yield Bond VP		0.35% of the first $20 million; 0.24% over $20 million up to $40 million; 0.19% over $40 million up to $125 million; and 0.14% over $125 million³

[Transamerica Aegon Intermediate Bond VP] (formerly known as Transamerica JPMorgan Core Bond VP)		0.12% of the first $1 billion; and 0.05% over $1 billion ⁴

Transamerica Aegon U.S. Government Securities VP		0.15% of average daily net assets

Transamerica Multi-Managed Balanced VP		0.12% of the first $1 billion; and 0.05% over $1 billion⁴

In all other respects, the Agreement dated as of March 22, 2011, as amended, is confirmed, and remains in full force and effect.

The parties hereto have caused this amendment to be executed as of November 1, 2022.

To the knowledge of the Trust, as of June 17, 2022, the following persons owned beneficially or of record 5% or more of a class of outstanding shares of each Portfolio indicated:

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

To the knowledge of the Trust, as of June 17, 2022, the following persons held beneficially 25% or more of the outstanding shares of each Portfolio indicated:

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF TRANSAMERICA SERIES TRUST

The undersigned, hereby appoints Marijn P. Smit and Dennis P. Gallagher, and each of them, as attorneys and proxies for the undersigned, each with full power of substitution to vote all shares of the Fund(s) that the undersigned is entitled to vote at the Special Meeting of Shareholders to be held at www.proxypush.com/TST on October 5, 2022 at 10:00 a.m., Mountain Time, for Transamerica JPMorgan Core Bond VP and 11:00 a.m., Mountain Time, for Transamerica PIMCO Total Return VP and any adjournments or postponements thereof. Receipt of the Notice of Special Meeting and the accompanying Proxy Statement is hereby acknowledged.

This proxy will be voted as instructed. Proxies received on which no vote is indicated will be voted “FOR” the approval of the proposal. The persons named as proxies are authorized in their discretion to vote upon such other matters as may properly come before the Special Meeting.

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD BELOW, MARK ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.


QUESTIONS AND ANSWERS			I
NOTICE OF SPECIAL MEETINGS OF HOLDERS			I
JOINT PROXY STATEMENT			1
Introduction			1
Quorum Vote Required and Manner of Voting Proxies			2
Revoking Proxies			3
TRANSAMERICA SERIES TRUST PROPOSAL I — APPROVAL OF NEW SUB-ADVISORY AGREEMENT—TRANSAMERICA JPMORGAN CORE BOND VP			4
TRANSAMERICA SERIES TRUST PROPOSAL II — APPROVAL OF NEW SUB-ADVISORY AGREEMENT—TRANSAMERICA PIMCO TOTAL RETURN VP			12
OTHER BUSINESS			20
ADDITIONAL INFORMATION			20
Information about the Sub-Adviser			20
Brokerage Information			21
Holder Approval			21
Transfer Agent and Principal Underwriter			21
Custodian			21
Annual and Semi-Annual Reports			21
Proxy Solicitation			22
Principal Holders			22
Holders Communications to the Boards			22
Holders Sharing the Same Address			23
Holder Proposals			23
Fiscal Year			23
General			23
Adjournment			23
Information About the Portfolios			23
APPENDIX A – INVESTMENT SUB-ADVISORY AGREEMENT			A-1
APPENDIX B – 5% AND 25% INTEREST OWNERSHIP			B-1


Class	Net Assets ($)	Total Shares Outstanding	Net Asset Value Per Share
Initial	$123,427,995.99	10,932,260.24	$11.29
Service	$304,299,382.59	25,022,035.09	$12.16


Class	Net Assets ($)	Total Shares Outstanding	Net Asset Value Per Share
Initial	$872,925,931.06	90,069,294.32	$9.69
Service	$608,019,250.96	63,469,704.71	$9.58


Shares	Quorum	Voting
In General	All shares “present” at the meeting or by proxy are counted toward a quorum.	Shares “present” at the meeting will be voted at the meeting. Shares present by proxy will be voted in accordance with instructions.

Signed Proxy with No-Voting Instruction	Considered “present” at the meeting for purposes of quorum.	Voted “for” the proposal.


Shares	Quorum	Voting
Vote to Abstain	Considered “present” at the meeting for purposes of quorum.	Abstentions do not count as a vote “for” a proposal and have the same effect as a vote “against” a proposal.


		By Order of the Board,

		/s/ Dennis P. Gallagher
		Dennis P. Gallagher
		Chief Legal Officer and Secretary


First $1 billion		0.42%
Over $1 billion up to $2 billion		0.38%
Over $2 billion up to $3.5 billion		0.365%
Over $3.5 billion up to $5 billion		0.36%
In excess of $5 billion		0.355%


	Actual Management Fees Payable to TAM from January 1, 2021 through December 31, 2021 under Current Management Fee Schedule	Hypothetical Management Fees Payable to TAM from January 1, 2021 through December 31, 2021 under Proposed New Management Fee Schedule	Percent Difference
Management Fees Payable to TAM Prior to Waivers/Expense Reimbursements	$2,341,428	$2,185,333	-6.7%
Management Fees Payable to TAM After Waivers/Expense Reimbursements	$2,341,428	$2,185,333	-6.7%


First $500 million		0.51%
Over $500 million up to $1 billion		0.49%
Over $1 billion up to $1.5 billion		0.48%
In excess of $1.5 billion		0.475%


	Actual Management Fees Payable to TAM from January 1, 2021 through December 31, 2021 under Current Management Fee Schedule	Hypothetical Management Fees Payable to TAM from January 1, 2021 through December 31, 2021 under Proposed New Management Fee Schedule	Percent Difference
Management Fees Payable to TAM Prior to Waivers/Expense Reimbursements	$12,908,052	$10,075,874	-22.4%
Management Fees Payable to TAM After Waivers/Expense Reimbursements	$12,980,052	$10,075,874	-22.4%



Actual Sub-Advisory Fees Payable by TAM to PIMCO from January 1, 2021 through December 31, 2021 under Current Total Return Sub-Advisory Agreement	Hypothetical Sub-Advisory Fees Payable by TAM to AUIM from January 1, 2021 through December 31, 2021 under New Total Return Sub-Advisory Agreement	Percent Difference
$4,505,987	$1,653,947	63.29%


Name	Sub-Adviser	Positions Over Past Five Years

Bradley D. Doyle, CFA	Aegon USA Investment Management, LLC	Portfolio Manager of the Portfolio since 2022. Portfolio Manager with Aegon USA Investment Management, LLC since 2004; Head of Investment Grade Credit since 2017.

Tyler A. Knight, CFA	Aegon USA Investment Management, LLC	Portfolio Manager of the Portfolio since 2022. Portfolio Manager with Aegon USA Investment Management, LLC since 2008; Head of Structured Finance since 2018.

Jeremy Mead, CFA*	Aegon USA Investment Management, LLC	Portfolio Manager of the Portfolio since 2022. Portfolio Manager with Aegon USA Investment Management, LLC since 2016; Head of US Client Investment Solutions and Insurance Asset Management since 2016.

Sivakumar N. Rajan**	Aegon USA Investment Management, LLC	Portfolio Manager of the Portfolio since 2022. Portfolio Manager with Aegon USA Investment Management, LLC since 2015.

Brian W. Westhoff, CFA	Aegon USA Investment Management, LLC	Portfolio Manager of the Portfolio since 2022. Portfolio Manager with Aegon USA Investment Management, LLC since 2011; Head of Multi-Sector Portfolio Management and Emerging Market Debt Strategies.


Name		Position with AUIM
Christopher C. Thompson		Chief Executive Officer and Elected Manager
Thomas J. Scherer		Chief Legal Officer, Executive Vice President and Elected Manager
Stephen Jones		AAM Chief Investment Officer, Fixed Income, Equity and Multi-asset (global CIO supervising AUIM investment activities)
James A. Mautino		Chief Compliance Officer
Lara Ann Osterhaus		Elected Manager


Comparable fund for which AUIM serves as Adviser	Assets Managed by AUIM (as of June 17, 2022)	Advisory Fee Paid to AUIM (annually)
Transamerica Bond	$1.33 billion	0.12% of the first $250 million 0.10% over $250 million up to $500 million 0.08% over $500 million up to $1 billion 0.075% in excess of $1 billion.
Transamerica Intermediate Bond⁽¹⁾	$1.35 billion	0.12% of the first $1 billion 0.05% in excess of $1 billion


		TRANSAMERICA ASSET MANAGEMENT, INC.

		By:		/s/ Christopher A. Staples
		Name:		Christopher A. Staples
		Title:		Senior Vice President
		AEGON USA INVESTMENT MANAGEMENT, LLC

		By:		/s/ Dustin Boxa
		Name:		Dustin Boxa
		Title:		Treasurer


Name & Address	Portfolio Name	Class	Percent
Blackrock Tactical Allocation VP Investment Account Attn Fund Operations Mailstop 20B 1801 California St Ste 5200 Denver CO 80202-2642	Transamerica JPMorgan Core Bond VP	Initial	53.17%
AEGON Financial Partners - Florida Transamerica Life Insurance Co WRL Series Life Account 4333 Edgewood Rd NE Cedar Rapids IA 52499-3830	Transamerica JPMorgan Core Bond VP	Initial	23.53%
TCM Division Transamerica Life Insurance Company WRL Series Annuity Account 4333 Edgewood Rd NE Cedar Rapids IA 52499-3830	Transamerica JPMorgan Core Bond VP	Initial	20.62%
TCM Division Transamerica Life Insurance Company Separate Account VA B 4333 Edgewood Rd NE Cedar Rapids IA 52499-3830	Transamerica JPMorgan Core Bond VP	Service	84.32%
TCM Division Transamerica Financial Life Ins Co Separate Account VA Bny 4333 Edgewood Rd NE Cedar Rapids IA 52499-3830	Transamerica JPMorgan Core Bond VP	Service	12.88%
Blackrock Tactical Allocation VP Investment Account Attn Fund Operations Mailstop 20B 1801 California St Ste 5200 Denver CO 80202-2642	Transamerica PIMCO Total Return VP	Initial	37.71%
Transamerica Asset Allocation-Moderate VP Investment Account Attn Fund Operations Mailstop 20B 1801 California St Ste 5200 Denver CO 80202-2642	Transamerica PIMCO Total Return VP	Initial	27.74%
TCM Division Transamerica Life Insurance Company Separate Account VA B 4333 Edgewood Rd NE Cedar Rapids IA 52499-3830	Transamerica PIMCO Total Return VP	Initial	13.66%
Transamerica Asset Allocation-Conservative VP Investment Account Attn Fund Operations Mailstop 20B 1801 California St Ste 5200 Denver CO 80202-2642	Transamerica PIMCO Total Return VP	Initial	8.32%


PROXY TABULATOR, PO BOX 8035 CARY, NC 27512	YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:
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	PROXY TABULATOR PO BOX 8035 CARY, NC 27512-9916


Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.


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