Table of Contents

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

þ Preliminary Proxy Statement

¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to Rule 14a-12

TRANSAMERICA FUNDS

TRANSAMERICA SERIES TRUST

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Table of Contents

TRANSAMERICA FUNDS

TRANSAMERICA SERIES TRUST

570 Carillon Parkway

St. Petersburg, Florida 33716-1294

September 5, 2012

Dear Shareholder:

A special meeting of shareholders of your Transamerica fund will be held at the offices of Transamerica Asset Management, Inc. (“TAM”), 570 Carillon Parkway, St. Petersburg, Florida 33716, on October 29, 2012, at 11:00 a.m. (Eastern time).

At the special meeting, you are being asked to vote on proposals to:

Elect Board Members of your fund. Nine of the eleven nominees are independent of Transamerica management, and ten of the eleven nominees already serve as Board Members of your fund.

Approve a new investment advisory agreement for your fund. The new investment advisory agreement updates the terms of your fund’s current investment advisory agreement to reflect current industry practices. The new investment advisory agreement will also standardize the terms of the funds’ agreements, which is expected to make administration of the agreements more efficient. TAM will remain your fund’s investment adviser and there will be no increase in fees under your fund’s new investment advisory agreement.

Approve changes to your fund’s fundamental investment policies. Your fund has adopted investment policies that cannot be changed without shareholder approval. A number of these policies are outmoded and one is unnecessary at the present time. The proposed changes are intended to modernize these so-called “fundamental” investment policies for your fund and provide your fund flexibility to respond to changing market conditions.

We are seeking your approval of these proposals through the enclosed joint proxy statement, which we invite you to review closely.

Importantly, the Board Members responsible for your fund have considered the proposals and have determined they are in the best interest of your fund, and unanimously recommend that you vote “FOR” these proposals. However, before you vote, please read the full text of the joint proxy statement for an explanation of each of the proposals.

Whether or not you plan to attend the meeting in person and regardless of how many shares you own, your vote is important to us. By responding promptly, you will save your fund the expense of additional follow-up mailings and solicitations. Please vote today.

Voting is quick and easy. You may vote your shares 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 about the proposals to be voted on, please call D.F. King toll-free at 1-800-735-3568.

Sincerely,

Table of Contents

TABLE OF CONTENTS

Table of Contents

IMPORTANT INFORMATION FOR FUND SHAREHOLDERS

Please read the full text of the enclosed joint proxy statement. Below is a brief overview of the proposals to be voted on.

Your vote is important.

QUESTIONS AND ANSWERS

Proposal 1: Elect Board Members: The Investment Company Act of 1940 requires that shareholders elect the fund’s Trustees under certain circumstances. As a general matter, the Board may fill vacancies as long as, after the Board fills the vacancy, at least two-thirds of the Trustees have been elected by shareholders. Thomas A. Swank, the President and Chief Executive Officer of the funds and the funds’ investment adviser, Transamerica Asset Management, Inc. (“TAM”), is currently a nominee for the Board and could not be appointed by the Board without the Board falling below the two-thirds requirement. The other ten nominees already serve as Trustees of your fund. In addition, by electing Trustees now, the Board will be able to appoint new Trustees for a longer period of time without the expense of conducting additional shareholder meetings.

Proposal 2: Approve a New Investment Advisory Agreement: Your fund’s proposed new investment advisory agreement with TAM updates the terms of your fund’s current investment advisory agreement with TAM to reflect current industry practices. The new advisory agreement will also standardize the terms of the advisory agreements for the funds, which is expected to streamline the administration of the agreements.

Proposal 3: Approve Revised Fundamental Investment Policies: Your fund has adopted investment policies that cannot be changed without shareholder approval. A number of these policies are outmoded and one is unnecessary at the present time. The proposed revisions are intended to modernize your fund’s fundamental investment policies and provide your fund greater flexibility to respond to changing market conditions. The revised fundamental investment policies are not expected to result in any material changes to the risk profile of your fund or the way your fund is managed.

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

i

Table of Contents

You may also attend the meeting and vote in person. However, even if you intend to do so, we encourage you to provide voting instructions by one of the methods described above.

PLEASE CAST YOUR VOTE NOW.

ii

Table of Contents

TRANSAMERICA FUNDS

TRANSAMERICA SERIES TRUST

570 Carillon Parkway

St. Petersburg, Florida 33716-1294

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

to be held on October 29, 2012

Please take notice that a special meeting of shareholders of each series of Transamerica Funds and Transamerica Series Trust identified below (each series, a “Fund” and collectively, the “Funds”) will be held at the offices of Transamerica Asset Management, Inc. (“TAM”), 570 Carillon Parkway, St. Petersburg, Florida 33716, on October 29, 2012, at 11:00 a.m. (Eastern time), to consider and vote on the following proposals:

After careful consideration of each proposal, the Board of Trustees of your Fund approved Proposals I, II and III and recommends that shareholders of your Fund vote “FOR” these proposals.

Shareholders of record of each Fund at the close of business on August 2, 2012 are entitled to notice of and to vote at the special meeting and any adjournments or postponements thereof.

By Order of the Boards of Trustees,

/s/ Dennis P. Gallagher

Dennis P. Gallagher

Vice President, General Counsel and Secretary

September 5, 2012

SHAREHOLDERS ARE INVITED TO ATTEND THE SHAREHOLDER MEETINGS IN PERSON. 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 on your Fund’s website at https://www.transamericainvestments.com/media/PDF/Transamerica-Funds-Proxy-Statement-August-2012.pdf for Transamerica Funds and at http://www.transamericaseriestrust.com/pdf/2012/Transamerica-Series-Trust-Proxy-Statement-August-2012.pdf for Transamerica Series Trust until at least January 31, 2013. A paper or email copy of the proxy materials may be obtained, without charge, by contacting the Trusts’ proxy solicitor D.F. King & Co., Inc. at 1-800-735-3568.

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

I

Table of Contents

Funds Holding Special Meetings on October 29, 2012

Transamerica Funds

Transamerica Series Trust

II

Table of Contents

III

Table of Contents

TRANSAMERICA FUNDS

TRANSAMERICA SERIES TRUST

570 Carillon Parkway

St. Petersburg, Florida 33716-1294

JOINT PROXY STATEMENT

Introduction

This Joint Proxy Statement is furnished in connection with the solicitation of proxies by the Boards of Trustees (each a “Board” and each Trustee, a “Board Member”) of each of the Transamerica Funds and Transamerica Series Trust (“TST”) funds listed in the accompanying Notice of Special Meeting of Shareholders (each, a “Fund”). The proxies are being solicited for use at a special meeting of shareholders of each Fund to be held at the offices of Transamerica Asset Management, Inc. (“TAM”), 570 Carillon Parkway, St. Petersburg, Florida 33716, at 11:00 A.M. on October 29, 2012 (for each Fund, a “Special Meeting”), and at any and all adjournments or postponements thereof. The Special Meetings will be held for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders.

The Board of each of Transamerica Funds and TST (each, a “Trust”) has determined that the use of this Joint Proxy Statement for each Fund’s Special Meeting is in the best interests of the Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of each of the Funds. This Joint Proxy Statement and the accompanying materials or a Notice of Internet Availability of Proxy Materials are being first mailed by the Boards to shareholders on or about September 5, 2012.

Each Trust is organized as a Delaware statutory trust. In certain cases, for ease of comprehension, the term “Fund” is used in this Joint Proxy Statement where it may be more precise to refer to the “Trust” of which the Fund is a series. The Trusts are investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Funds that are series of TST 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. For purposes of this Joint Proxy Statement, the term “shareholder” (when used to refer to the beneficial holder of ownership interests in the Fund) shall also be deemed to include holders of variable annuity contracts and variable life insurance policies.

You are entitled to vote at the Special Meeting of each Fund of which you are a shareholder as of the close of business on August 2, 2012 (the “Record Date”). Each shareholder of record of a Fund at the close of business on the Record Date is entitled to one vote for each dollar of net asset value of the Fund represented by the shareholder’s shares of the applicable Fund (with proportional fractional votes for fractional shares). The net assets and total number of shares of each Fund outstanding at the close of business on the Record Date is shown in Appendix A.

The Fund 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 Fund 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 proposals with respect to each applicable Fund. 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 Fund’s Special Meeting will be voted at that Special Meeting. On the matters coming before each Special Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shareholder’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 proposals, 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.

1

Table of Contents

Shareholders who execute proxies or provide voting instructions by telephone or the Internet may revoke them with respect to any or all proposals at any time before a vote is taken on a proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary at the principal executive offices of the Fund at the address above), by delivering a duly executed proxy bearing a later date or by attending the Special Meeting and voting in person, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the 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.

Quorum, Vote Required and Manner of Voting Proxies

Quorum

A quorum of shareholders is required to take action at each Special Meeting. For the purposes of taking action on Proposal I, with respect to each Trust, shareholders entitled to vote and present in person or by proxy representing at least thirty percent (30%) of the voting power of the Trust shall constitute a quorum at the Special Meeting. For the purposes of taking action on Proposals II and III, with respect to each Fund, shareholders entitled to vote and present in person or by proxy representing at least thirty percent (30%) of the voting power of the Fund shall constitute a quorum at the Special Meeting.

Only proxies that are voted, abstentions and “broker non-votes” will be counted toward establishing a quorum. “Broker non-votes” are shares held by a broker or nominee as to which proxies have been returned but (a) instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter.

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. 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.

Vote Required

Proposal I. In the case of each Trust, shareholders of all of the Funds that are series of the Trust vote together as a single class with respect to the election of nominees to the Board of the Trust. Each nominee must be elected by a plurality of the votes cast on the proposal by shareholders of the applicable Trust. Accordingly, assuming the presence of a quorum, abstentions and broker non-votes have no effect on Proposal I.

Proposals II and III. Each Fund votes separately with respect to Proposals II and III. With respect to each Fund, approval of each of Proposals II and III requires the vote of a “majority of the outstanding voting securities” of that Fund 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 Fund 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 Fund are present or represented by proxy, or (b) more than 50% of the voting power of the outstanding securities of the Fund (a “1940 Act Majority Vote”). Accordingly, assuming the presence of a quorum, abstentions and broker non-votes have the effect of a negative vote on Proposals II and III.

2

Table of Contents

Manner of Voting

The Funds expect that, before the Shareholder Meetings, broker-dealer firms holding shares of the Funds in “street name” for their customers will request voting instructions from their customers and beneficial owners. If these instructions are not received by the date specified in the broker-dealer firms’ proxy solicitation materials, the Funds understand that broker-dealers may vote on Proposal 1 on behalf of their customers and beneficial owners. The New York Stock Exchange (the “NYSE”) may take the position that a broker-dealer that is a member of the NYSE and that has not received instructions from a customer or client prior to the date specified in the broker-dealer firm’s request for voting instructions may not vote such customer or client’s shares with respect to Proposal II or III. A signed proxy card or other authorization by a beneficial owner of shares in a Fund that does not specify how the beneficial owner’s shares should be voted on a proposal may be deemed an instruction to vote such shares in favor of the applicable proposal.

If you hold shares in a Fund through a bank or other financial institution or intermediary (called a service agent) that has entered into a service agreement with the Fund or a distributor of the Fund, the service agent may be the record shareholder of your shares. At the Special Meetings, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by a beneficial shareholder that does not specify how the beneficial shareholder’s shares should be voted on a proposal may be deemed an instruction to vote such shares in favor of the applicable Proposal. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but may not be required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions or in the same proportion as those shares for which the Fund receives voting instructions from other shareholders. This practice is sometimes called “proportional voting” or “echo voting.”

In the case of shares of Funds (such as the Funds that are series of TST) that are not offered to the public, but only sold to certain asset allocation portfolios and to variable annuity separate accounts established by insurance companies (including Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Inc., Monumental Life Insurance Company, Transamerica Advisors Life Insurance Company of New York and Transamerica Advisors Life Insurance Company (collectively, the “Insurance Companies”)) to fund variable annuity contracts and variable life insurance policies, ownership of the shares is legally vested in the separate accounts. The Insurance Companies will vote shares held by these separate accounts in a manner consistent with voting instructions timely received from the shareholders of the variable annuity contracts and variable life insurance policies used to fund the accounts. A signed proxy card or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted on a proposal may be deemed an instruction to vote such shares 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 shareholders of variable annuity contracts and variable life insurance policies. The Insurance Companies do not require that a specified number of variable annuity contracts and variable life insurance policies submit voting instructions before the Insurance Companies will vote the shares of the Funds held by their respective separate accounts at the Special Meetings. As a result, a small number of owners of variable annuity contracts and variable life insurance policies could determine how the Insurance Companies vote, if other owners fail to vote. Other participating insurance companies may follow similar voting procedures.

If you beneficially own shares that are held in “street name” through a broker-dealer or that are held of record by a service agent, or if you hold shares through a variable annuity contract or a variable life insurance policy, and if you do not give specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to give your broker-dealer, service agent or participating insurance company specific instructions as to how you want your shares to be voted.

Under TAM’s proxy voting policies and procedures, in the case of Funds that invest their assets in other Funds, TAM will vote shares of the underlying Funds in accordance with the recommendations of the Board of such Funds. These shares will, therefore, be voted “FOR” the election of each nominee described in Proposal I, “FOR” the approval of the New Advisory Agreement described in Proposal II and “FOR” the revisions to the fundamental policies described in Proposal III.

3

Table of Contents

If you have any questions about the proposals or about voting, please call D. F. King at 1-800-735-3568.

PROPOSAL I — TO ELECT BOARD MEMBERS

The purpose of this Proposal I is to elect Board Members of Transamerica Funds and TST.

At a Board meeting held on August 2, 2012, the current Board Members of each Trust nominated for election the eleven nominees listed below (the “Nominees”) to serve on the Board of the applicable Trust. Ten of the Nominees, Sandra N. Bane, Leo J. Hill, David W. Jennings, Russell A. Kimball, Jr., Eugene M. Mannella, Norman R. Nielsen, Joyce G. Norden, Patricia L. Sawyer, John W. Waechter and Alan F. Warrick, currently serve as Board Members of each Trust. Thomas A. Swank, the President and Chief Executive Officer of the Funds and TAM, is the additional Nominee to the Boards. Information about the Nominees for the Boards is set forth below.

Mr. Swank is an “interested person” of the Funds as defined in the 1940 Act by virtue of his position with TAM and its affiliates described below. Mr. Warrick is considered an “interested person” of the Funds as defined in the 1940 Act due to his former service in various executive positions for certain Transamerica affiliates as described below (Mr. Swank and Mr. Warrick, together, the “Interested Nominees”). Each of the other Nominees is not an “interested person” of the Funds within the meaning of the 1940 Act (an “Independent Nominee”). Each Independent Nominee was nominated by the applicable Trust’s current Board Members who are not “interested persons” of the Funds within the meaning of the 1940 Act.

The Nominees’ term of office will commence upon their acceptance of their elections, which is expected to occur during the fourth quarter of 2012. If elected, the Nominees will comprise the entire Board of each Trust, and each of them will hold office until his or her successor has been duly elected or appointed, until reaching the mandatory retirement age, or until his or her earlier death, resignation or removal.

Each Nominee has consented to serve on the Board of each Trust if elected by shareholders. If, however, before the election, any Nominee refuses or is unable to serve, proxies may be voted for a replacement nominee, if any, designated by Board Members of the applicable Trust.

The enclosed proxy card will be voted for all Nominees unless a proxy contains specific instructions to the contrary.

Reason for Proposed Election of Nominees

The 1940 Act requires that shareholders elect a fund’s board under certain circumstances. As a general matter, a fund’s board may fill vacancies as long as, after the board fills the vacancy, at least two-thirds of the board members were elected by shareholders. Mr. Swank, currently a Nominee, could not be appointed by the Boards without the Boards falling below the two-thirds requirement. The other ten Nominees already serve as Board Members of each Trust. In addition, by electing Board Members now, the Board will be able to appoint new Board Members for a longer period of time without the expense and delay of conducting additional shareholder meetings.

Information about the Nominees

The Nominees, their years of birth, their principal occupations for the past five years (their titles may have varied during that period), the number of funds in the Transamerica fund complex the Nominees will oversee if elected, and other board memberships they hold are set forth in the table below. The Transamerica fund complex consists of Transamerica Funds, TST, Transamerica Income Shares, Inc. (“TIS”), Transamerica Partners Funds Group (“TPFG”),

4

Table of Contents

Transamerica Partners Funds Group II (“TPFG II”), Transamerica Partners Portfolios (“TPP”), and Transamerica Asset Allocation Variable Funds (“TAAVF”). The mailing address of each Nominee is c/o Secretary of the Funds, 570 Carillon Parkway, St. Petersburg, Florida 33716.

5

Table of Contents

6

Table of Contents

7

Table of Contents

8

Table of Contents

9

Table of Contents

10

Table of Contents

As of August 2, 2012, all Board Members and officers as a group owned less than 1% of the outstanding shares of each Fund.

Prior to 2007, AEGON had three U.S. mutual fund families, TAM, Diversified and Premier. Each of the Nominees, other than Mr. Jennings, Mr. Swank and Mr. Warrick, previously served as a trustee or director of the TAM, Diversified or Premier fund family, and each Nominee was thus initially selected by the board of the applicable predecessor fund family. In connection with the consolidation of all “manager of managers” investment advisory services within Transamerica in 2007, a single board was established to oversee the TAM and Diversified fund families, and each of the Nominees, other than Ms. Bane, Mr. Jennings, Mr. Swank and Mr. Warrick, joined the Board at that time. The Board was established with a view both to ensuring continuity of representation by board members of the TAM and Diversified fund families on the Board and in order to establish a Board with experience in and focused on overseeing various types of funds, which experience would be further developed and enhanced over time. Ms. Bane joined the Board in 2008 when the Premier fund family was consolidated into the Transamerica fund family. Mr. Jennings joined the Board in 2009. Mr. Warrick joined the Board in 2012. Mr. Swank is a new Nominee and has not previously served on the Board.

The Board believes that each Nominee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Nominees lead to the conclusion that the Board will possess the requisite skills and attributes. The Board believes that the Nominees’ ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with TAM, the sub-advisers, other services providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties, support this conclusion. The Board also has considered the following experience, qualifications, attributes and/or skills, among others, of the Nominees in reaching its conclusion: his or her character and integrity; such person’s service as a board member of a predecessor fund family (other than Mr. Jennings, Mr. Swank and Mr. Warrick); such person’s willingness to serve and willingness and ability to commit the time necessary to perform the duties of a Board Member; the fact that such person’s service would be consistent with the requirements of the retirement policies of the Trust; as to each Nominee other than Mr. Swank and Mr. Warrick, his or her status as not being an “interested person” of the Funds as defined in the 1940 Act; as to Mr. Swank, his status as a representative of TAM; and, as to Mr. Warrick, his former service in various executive positions for certain affiliates of TAM. In addition, the following specific experience, qualifications, attributes and/or skills apply as to each Board Member: Ms. Bane, accounting experience and experience as a board member of multiple organizations; Mr. Hill, financial and entrepreneurial experience as an executive, owner and consultant; Mr. Jennings, investment management experience as an executive of investment management organizations and portfolio manager; Mr. Kimball, business experience as an executive; Mr. Mannella, accounting and fund administration experience, investment management industry experience as an executive and consultant; Mr. Nielsen, academic leadership, insurance, business development and board experience; Ms. Norden, non-profit executive experience and extensive board and academic

11

Table of Contents

leadership; Ms. Sawyer, management consulting and board experience; Mr. Waechter, securities industry and fund accounting and fund compliance experience, legal experience and board experience; Mr. Swank, investment management and insurance experience as an executive and leadership roles with TAM and affiliated entities; and Mr. Warrick, financial services industry experience as an executive and consultant with various TAM affiliates and other entities. References to the qualifications, attributes and skills of the Nominees are pursuant to requirements of the Securities and Exchange Commission, do not constitute holding out of the Board or any Nominee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

The nominations of Ms. Bane and Mr. Jennings were recommended to the Nominating Committee of each Board by the other Independent Board Members serving on that Nominating Committee. The nomination of Mr. Warrick was recommended to the Nominating Committee of each Board by Mr. Swank, Chief Executive Officer and President of TAM and the Funds and a Nominee to the Boards. The nomination of Mr. Swank was recommended to the Nominating Committee of each Board by members of the Nominating Committee familiar with Mr. Swank through his service as Chief Executive Officer and President of TAM and the Funds. The remaining Nominees already have been elected to the Boards and are being submitted for reelection.

Each Board is responsible for overseeing the management and operations of the Funds. Board members who are not interested persons of the Funds within the meaning of the 1940 Act (the “Independent Board Members”) constitute more than 75% of each Board.

Each Board has two standing committees: the Audit Committee and Nominating Committee. In addition, each Board has a Lead Independent Board Member.

The Lead Independent Board Member and the chairs of the Audit and Nominating Committees work with management to set the agendas for Board and committee meetings. The Lead Independent Board Member also serves as a key point person for dealings between management and the Independent Board Members. Through the Funds’ board committees, the Independent Board Members consider and address important matters involving the Funds, including those presenting conflicts or potential conflicts of interest for management, and they believe they can act independently and effectively.

As a result of the recent resignation of the Chairman of each Board, the Boards currently do not have a Chair, although they expect to appoint a new Chair at a later date. As noted above, each Board has a Lead Independent Board Member.

Through its oversight of the management and operations of the Funds, each Board also has a risk oversight function, which includes (without limitation) the following: (i) requesting and reviewing reports on the operations of the Funds (such as reports about the performance of the Funds); (ii) reviewing compliance reports and approving compliance policies and procedures of the Funds and their service providers; (iii) meeting with management to consider areas of risk and to seek assurances that adequate resources are available to address risks; (iv) meeting with service providers, including Fund auditors, to review Fund activities; and (v) meeting with the Chief Compliance Officer and other officers of the Funds and the Funds’ service providers to receive information about compliance, and risk assessment and management matters. Such oversight is exercised primarily through the Boards and their Audit Committees but, on an ad hoc basis, also can be exercised by the Independent Board Members during executive sessions. Each Board has emphasized to TAM and the sub-advisers the importance of maintaining vigorous risk management.

Each Board recognizes that not all risks that may affect the Funds can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Funds’ goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Board Members as to risk management matters are typically summaries of the relevant information. Most of the Funds’ investment management and business

12

Table of Contents

affairs are carried out by or through TAM, its affiliates, the sub-adviser and other service providers each of which has an independent interest in risk management but whose policies and the methods by which one or more risk management functions are carried out may differ from the Funds’ and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result of the foregoing and other factors, the Boards’ risk management oversight is subject to substantial limitations. In addition, some risks may be beyond the reasonable control of the Boards, the Funds, TAM, its affiliates, the sub-advisers or other service providers.

In addition, it is important to note that each Fund is designed for investors that are prepared to accept investment risk, including the possibility that as yet unforeseen risks may emerge in the future.

Officers of the Trusts

The officers of each Trust, including their year of birth, their positions held with the Trust and their principal occupations during the past five years (their titles may have varied during that period) are set forth in Appendix B. Each officer is elected by and serves at the pleasure of the Trust’s Board.

If an officer has held offices for different funds for different periods of time, the earliest applicable date is shown. No officer of the Trusts, except for the Chief Compliance Officer, receives any compensation from the Trust.

General Information Regarding the Boards

Compensation: Information relating to compensation paid to the Board Members of the Boards for the most recent fiscal year end of the Funds they will oversee is set forth in Appendix C.

Equity Securities Owned by the Nominees: Information relating to the amount of equity securities owned by the Nominees in the Funds that they will oversee and in the other funds in the Transamerica fund complex as of June 30, 2012, as well as certain additional information regarding the Independent Nominees, is set forth in Appendix D.

Attendance of Board Members at Annual Meeting: The Trusts do not hold annual meetings of shareholders, and therefore do not have a policy regarding attendance of Board Members at annual meetings. No annual meeting for either Trust was held during the most recent fiscal year end.

Board Meetings: During the fiscal year ended October 31, 2011, the Board of Transamerica Funds met 8 times. During the fiscal year ended December 31, 2011, the Board of TST met 9 times. Each Nominee then in office attended more than 75% of the aggregate number of such meetings of the Boards.

Board Committees and Membership

Each Board has two standing committees: the Audit Committee and Nominating Committee. Both the Audit Committee and Nominating Committee are chaired by a Board Member who is an Independent Board Member and composed of all of the Independent Board Members.

Audit Committee

Each Audit Committee, among other things, oversees the accounting and reporting policies and practices and internal controls of the Trust, oversees the quality and integrity of the financial statements of the Trust, approves, prior to appointment, the engagement of the Trust’s independent registered public accounting firm, reviews and evaluates the independent registered public accounting firm’s qualifications, independence and performance, and approves the compensation of the independent registered public accounting firm. Each Audit Committee also approves all audit and permissible non-audit services provided to each applicable Fund by the independent registered public accounting firm and all permissible non-audit services provided by each applicable Fund’s independent registered public accounting firm to TAM and any affiliated service providers if the engagement relates directly to each fund’s operations and financial reporting. Each Audit Committee acts pursuant to a written charter.

13

Table of Contents

During the fiscal year ended October 31, 2011, the Audit Committee of the Transamerica Funds Board met 5 times. During the fiscal year ended December 31, 2011, the Audit Committee of the TST Board met 5 times. Each Nominee then in office attended more than 75% of the aggregate number of such committee meetings.

Nominating Committee

Each Nominating Committee is a forum for identifying, considering, selecting and nominating, or recommending for nomination by the Board, candidates to fill vacancies on the Board. The Nominating Committee may consider diversity in identifying potential candidates, including differences of viewpoint, professional experience and skill, as well as such other individual qualities and attributes as it may deem relevant. When addressing vacancies, each Nominating Committee sets any necessary standards or qualifications for service on the Board and may consider nominees recommended by any source it deems appropriate, including management and shareholders. Each Nominating Committee also identifies potential nominees through its network of contacts and may also engage, if it deems appropriate, a professional search firm. Each Nominating Committee meets to discuss and consider such candidates’ qualifications and then chooses a candidate by majority vote. Neither Nominating Committee has specific, minimum qualifications for nominees, nor have they established specific qualities or skills that they regard as necessary for one or more of the Board Members to possess (other than any qualities or skills that may be required by applicable law, regulation or listing standard). Each Nominating Committee has, however, established (and reviews from time to time as it deems appropriate) certain desired qualities and qualifications for nominees, including certain personal attributes and certain skills and experience.

Each Nominating Committee acts pursuant to a written charter, as set forth in Appendix E. The charter sets forth procedures for each Nominating Committee’s consideration of candidates submitted by shareholders.

During the fiscal year ended October 31, 2011, the Nominating Committee of the Transamerica Funds Board did not meet. During the fiscal year ended December 31, 2011, the Nominating Committee of the TST Board did not meet.

Indemnification of Board Members and Officers

The governing documents of each Trust generally provide that, to the extent permitted by applicable law, the Trust will indemnify its Board Members and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust, unless it is finally adjudicated that they engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in their offices.

Required Vote

This Proposal I must be approved by a plurality of the votes cast in person or by proxy at a Special Meeting at which a quorum exists. The votes of each Fund in the same Trust will be counted together with respect to the election of the Nominees to the Board and the shareholders of each Fund will vote together as a single class with the shareholders of all other Funds that are series of the same Trust.

Your Board recommends that you vote “FOR” the election of each of the Nominees to Board.

PROPOSAL II — APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTS

Shareholders are being asked to approve a new advisory agreement between their Fund and its investment adviser, TAM (the “New Advisory Agreement”). The 1940 Act requires that shareholders approve the New Advisory Agreement in order for it to become effective with respect to a Fund. At Board meetings held on August 2, 2012, for the reasons discussed below (see “Board Evaluation of the New Advisory Agreements”), the Board, including a majority of the

14

Table of Contents

Independent Board Members, approved the New Advisory Agreement and are recommending its approval by shareholders. If the shareholders of a Fund do not approve the New Advisory Agreement, TAM will continue to provide investment advisory services to the Fund pursuant to the terms of the Fund’s existing investment advisory agreement (the “Current Advisory Agreement”).

The New Advisory Agreement updates the terms of each Fund’s Current Advisory Agreement to reflect current industry practices. The New Advisory Agreement also will standardize the terms of the advisory agreements for the Funds. Adopting standardized terms for the Funds’ advisory agreements is expected to streamline the Boards’ and management’s monitoring and administration of performance of the advisory agreements. There will be no decrease in services provided by TAM. There will be no increase in fees under any Fund’s New Advisory Agreement; however, the New Advisory Agreement will permit certain Funds to bear certain expenses previously borne by TAM. The New Advisory Agreement also clarifies which expenses are borne by the Funds. Notwithstanding the expanded and clarified language, there is no present intention for any of the Funds to bear any expenses under the New Advisory Agreement that they do not currently bear under the Current Advisory Agreements.

Investment Adviser

TAM serves as the investment adviser to the Transamerica family of funds, including the Funds. Under the Current Advisory Agreement with each Fund, TAM is responsible for providing an investment program for the Fund. With respect to certain of the Funds, currently predominately asset allocation funds of funds, TAM implements the Funds’ investment program by providing investment advice directly to those Funds. For other Funds, TAM provides “manager of managers” services. As a manager of managers, TAM assembles a group of investment sub-advisers, closely monitors their performance and alters the composition of the group as necessary to adapt to market conditions or fund performance. Under TAM’s oversight, the sub-advisers provide day to day management of the Funds. Under the New Advisory Agreement, if approved, TAM will continue to provide the same services to each Fund that it currently provides, and the sub-advisory agreements in effect for the relevant Funds will continue in effect without interruption. As noted above, there will be no change in the fees payable by any Fund under the New Advisory Agreement.

TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%), and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of AEGON NV. AUSA is wholly owned by AEGON USA, LLC (“AEGON USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. AEGON USA is owned by AEGON US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The AEGON Trust, which is owned by AEGON International B.V., which is owned by AEGON NV, a Netherlands corporation, and a publicly traded international insurance group. For information about TAM’s directors and principal executive officers, please see Appendix F.

Comparison of Current Advisory Agreements to the New Advisory Agreement

Set forth in Appendix G are: (i) the date of each Fund’s Current Advisory Agreement; (ii) the dates on which the Current Advisory Agreement was last approved by shareholders and was last approved by the Board; (iii) the contractual investment advisory fees payable by each Fund to TAM, as a percentage of the Fund’s average daily net assets; and (iv) the aggregate investment advisory fees paid by each Fund to TAM during the last fiscal year.

Set forth below is a general description of the terms of the New Advisory Agreement and a general comparison with the terms of the Current Advisory Agreements. A copy of the form of New Advisory Agreement is attached hereto as Appendix H and shareholders should refer to Appendix H for the complete terms of the New Advisory Agreement. A side-by-side comparison of certain key provisions of the New Advisory Agreement and the Current Advisory Agreements is set forth in Appendix I and shareholders also should refer to Appendix I to determine how the New Advisory Agreement may differ in certain respects from their Fund’s Current Advisory Agreement.

15

Table of Contents

Investment Advisory Services.    The New Advisory Agreement provides that, subject to the supervision of the Board, TAM will regularly provide the Fund with investment research, advice, management and supervision and will furnish a continuous investment program for the Fund’s portfolio of securities and other investments consistent with the Fund’s investment objectives, policies and restrictions. TAM will determine from time to time what securities and other investments and instruments will be purchased, retained or sold by the Fund, and will implement those decisions, all subject to the Fund’s governing documents, Prospectus and Statement of Additional Information and the 1940 Act. Certain of the Current Advisory Agreements state that TAM will provide advice and recommendations as to the purchase and sale of securities, and will supervise the purchase and sale of Fund investments as directed by the Board or officers of the Fund. These Current Advisory Agreements also permit the Board to delegate to Trust officers the power to authorize purchases, sales and other investment actions. As the Trust officers have always been employees of TAM, as a practical matter, TAM has been providing discretionary investment management services under each of these Current Advisory Agreements in the same fashion contemplated by the New Advisory Agreement.

The New Advisory Agreement permits TAM to direct the investment of all or substantially all of the assets of the Fund into one or more investment companies, subject to the Board’s approval and the requirements of the 1940 Act. The Current Advisory Agreements for certain of the Funds do not specifically address investment in other investment companies.

Pursuant to the New Advisory Agreement, TAM is authorized to place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of brokers or dealers and the placing of orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) to the Fund and/or the other accounts over which TAM or its affiliates exercise investment discretion. The New Advisory Agreement authorizes TAM to pay a broker or dealer who provides brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if TAM determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which TAM and its affiliates have with respect to accounts over which they exercise investment discretion. Each Current Advisory Agreement contains similar provisions as to the purchase and sale of portfolio securities (currencies and derivative instruments that may not technically be securities, among other things, are not expressly mentioned). The Current Advisory Agreements for certain Funds state that TAM and the Fund’s sub-adviser are authorized to consider sales by a broker-dealer of life insurance policies and variable annuity contracts issued by an affiliate of TAM as a factor in selecting broker-dealers to execute transactions for the Fund. Under the New Advisory Agreement, TAM is not permitted to direct brokerage to compensate a broker for selling shares of the Fund or securities of an affiliate of TAM. This is consistent with TAM’s practice under all of the Current Advisory Agreements, notwithstanding the language in the Current Advisory Agreements described above.

The New Advisory Agreement provides that TAM will, at the request of the Board, exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s portfolio securities. As set forth in Appendix I, some but not all of the Current Advisory Agreements expressly address proxy voting on behalf of the Fund. Nevertheless, in practice these services are currently provided to all of the Funds either directly by TAM or through delegation to the Fund’s sub-adviser(s). The New Advisory Agreement states that TAM will oversee the services of the Fund’s administrator, custodian and transfer agent and supervise the performance of recordkeeping, shareholder relations, regulatory reporting and compliance functions. The Current Advisory Agreements for certain of the Funds contain similar provisions. The New Advisory Agreement also provides that TAM, at the request of the Board, will provide advice and recommendations with respect to other aspects of the business and affairs of the Fund. Certain of the Current Advisory Agreements contain a similar provision.

16

Table of Contents

In addition, the New Advisory Agreement provides that TAM may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under the New Advisory Agreement, which may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments TAM believes are appropriate or desirable in performing its duties under this Agreement. The Current Advisory Agreements do not expressly provide for execution of these types of documents by TAM on behalf of the Fund.

Delegation to Sub-advisers.    The New Advisory Agreement provides that, subject to the Board’s approval, TAM or any Fund may enter into contracts with one or more investment sub-advisers, including affiliates of TAM, pursuant to which TAM delegates to the sub-advisers any or all its duties specified in the New Advisory Agreement, on such terms as TAM determines to be necessary, desirable or appropriate. TAM is responsible for overseeing each investment sub-adviser. The New Advisory Agreement is clear that TAM may, but is not required to, enter into one or more sub-advisory contracts on behalf of any Fund. None of the Current Advisory Agreements require TAM to enter into sub-advisory contracts, but certain Current Advisory Agreements state that TAM intends to enter into sub-advisory agreements with respect to the Fund. This statement of TAM’s intention at the time the relevant Current Advisory Agreements were entered into has been viewed as not preventing a subsequent determination by TAM not to retain a sub-adviser with respect to a Fund.

Fees.    Under its Current Advisory Agreement, each Fund pays TAM, as compensation for its services, a fee computed at an annual rate as shown in Appendix G. The fee payable by each Fund to TAM under the New Advisory Agreement will be computed at the same annual rate. There is no change in the fee payable by any Fund under the New Advisory Agreement. Certain of the Current Advisory Agreements provide that if the Fund invests all or substantially all of its assets in a single registered investment company, TAM’s fee shall be reduced by the management fee allocated to that Fund from such other registered investment company. The New Advisory Agreement does not specifically address this subject. However, with respect to Transamerica BlackRock Global Allocation VP, the existing arrangement whereby TAM waives its entire advisory fee is expected to continue so long as the Fund invests all of its assets in the underlying BlackRock master fund.

Expenses.    The New Advisory Agreement provides that the Fund will bear all expenses not expressly assumed by TAM incurred in the operation of the Fund and the offering of its shares, and contains a non-exhaustive list of these expenses. Each of the Current Advisory Agreements contain similar provisions, except that the list of enumerated Fund expenses differs in some respects and is less extensive than the list contained in the New Advisory Agreement.

Among the expenses borne by a Fund that are specifically enumerated in the New Advisory Agreement, as well as each of the Current Advisory Agreements, are: advisory fees; costs incurred in connection with the purchase and sale of portfolio securities, including brokerage commissions; expenses of organizing the Fund; filing fees and expenses relating to registering and qualifying the Fund’s shares for sale under federal and state securities laws; custodian and transfer agent fees; legal and accounting fees, including costs of local representation and fees and expenses of special counsel for the independent Board Members; the Fund’s allocable share of the compensation paid to non-interested Board Members; all federal, state and local taxes and expenses of preparing and filing tax returns; costs of certificates, if any; expenses of preparing and filing reports with federal and state regulatory authorities; expenses of shareholders’ meetings and of preparing, printing and distributing proxy statements (unless otherwise agreed by the Trust and TAM); and expenses of preparing, typesetting, printing and distributing prospectuses and shareholder reports.

The New Advisory Agreement also enumerates the following expenses, which are included in some, but not all, of the Current Advisory Agreements: costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; any costs, expenses or losses arising out of any liability of or claim for damage asserted against the Trust; expenses of meetings of the Board or a committee thereof and other meetings of the Fund; fees and expenses of registrars, independent pricing vendors or other service providers; fees and expenses in connection with membership in investment company organizations; distribution-related fees and expenses; shareholder servicing fees; governmental fees; costs (including interest expenses and loan commitment fees) of borrowing money; website costs; the Fund’s allocable share of the compensation, fees and expenses of the Fund’s chief compliance officer and any employees of the Fund as determined

17

Table of Contents

by the Board; travel expenses of officers, members of the Board and any employees of the Fund; audit fees; litigation expenses and any non-recurring or extraordinary expenses as may arise (including, without limitation, expenses relating to the Fund’s obligation to indemnify others).

As noted above, while the enumeration of expenses in the New Advisory Agreement (including the foregoing examples) is more expansive and provides greater clarity than is the case, to varying degrees, in the Current Advisory Agreements, in each of the Current and New Advisory Agreements the list of Fund expenses is non-exhaustive and should not be viewed as limiting. There is no present intention for the Funds to bear more or different expenses under the New Advisory Agreement than they currently bear.

The New Advisory Agreement differs from certain Current Advisory Agreements concerning the compensation of Board Members who are “interested persons” of TAM within the meaning of the 1940 Act. The New Advisory Agreement gives the Board the authority to decide whether a Fund should pay its allocable share of the compensation, and reimburse for its allocable share of out-of-pocket expenses, of an interested Board Member who is not a director, officer or employee of TAM, a sub-adviser or principal underwriter, or affiliate of any of the foregoing, or consultants, independent contractors or other persons who receive remuneration or other benefits from the foregoing. Certain of the Current Advisory Agreements state that TAM will pay the compensation and expenses of all interested Board Members. TAM currently pays the compensation and expenses of interested Board Members, and there is no current intention for the Funds to assume and bear any of these costs.

The New Advisory Agreement requires TAM to bear all expenses incurred by it in the performance of its duties under the Agreement and, if any of TAM’s directors, officers and employees are elected as Board Members or officers of the Fund, TAM shall pay the compensation, fees and expenses of these Board Members and officers, with the exception of the Fund’s allocable share of the compensation, fees and expenses of the Fund’s chief compliance officer as determined by the Board. The New Advisory Agreement also provides that TAM will pay the Trust’s office rent and provide investment advisory, research and statistical facilities and all clerical services relating to research, statistical and investment work. Except for these expenses, TAM is not responsible for the Fund’s expenses, as described more fully above and as shown in Appendix I.

As set forth in Appendix I, the Current Advisory Agreement for many of the Funds contains a provision relating to limitations on expenses of the Funds. Certain of these Current Advisory Agreements include a specific expense cap. The Board reviews the Funds’ expense caps at least annually. The expense caps in the applicable Current Advisory Agreements have been replaced by separate expense limitation arrangements for the Funds, and the expense caps for certain of the Funds have since been terminated or increased. The New Advisory Agreement does not specifically address the limitation of expenses. However, any existing expense limitation arrangement for a Fund is expected to continue under the terms, and for the period, set forth in the current expense limitation agreement for the Fund and the Fund’s Prospectus.

Conflicts of Interest.    The New Advisory Agreement contains several provisions that address potential conflicts of interest that may arise in a typical investment advisory relationship. The New Advisory Agreement provides that TAM may not deal with itself, the Board Members of the Trust or any principal underwriter of a Fund, as principals or agents, in making purchases or sales of securities or other property for the account of the Fund, nor may it purchase any securities from an underwriting or selling group in which TAM or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by TAM or its affiliates, except as permitted by the 1940 Act and in accordance with the Fund’s policies and procedures. The New Advisory Agreement specifically provides that any director, officer, or employee of TAM may engage in any other business or devote his or her time and attention in part to

18

Table of Contents

the management or other aspects of any other business, whether of a similar nature or a dissimilar nature. TAM is not restricted from engaging in any other business or rendering services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. However, the New Advisory Agreement also provides that if the purchase or sale of securities for a Fund and one or more other accounts of TAM is considered at or about the same time, transactions in these securities will be allocated among the accounts in a manner deemed equitable by TAM. In addition, if transactions of the Fund and another client are combined as permitted by applicable laws and regulations, the combined transactions must be consistent with TAM’s policies and procedures as presented to the Board from time to time. As set forth in Appendix I, certain of the Current Advisory Agreements address some, but not all, of these potential conflicts.

Limitation on Liability.    Under the New Advisory Agreement, TAM assumes no responsibility other than to render the services called for by the Agreement in good faith, and TAM and its affiliates will not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for any Fund. TAM and its affiliates are not protected, however, against any liability to a Fund to which TAM or an affiliate would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the New Advisory Agreement. As set forth in Appendix I, certain of the Current Advisory Agreements contain a similar provision with the same standard of liability as the New Advisory Agreement, while others do not specifically address the liability of TAM in connection with rendering the services called for by the Current Advisory Agreement. With respect to those Current Advisory Agreements that do not specifically address the standard of care to be applied to TAM’s performance under the Agreement, applicable state law would govern which could produce a range of outcomes including the application of a negligence, gross negligence or another standard, although we believe that a court would most likely apply a negligence or gross negligence standard.

Term, Continuance and Amendments.    If approved by shareholders of a Fund, the New Advisory Agreement for the Fund will terminate, 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 that Fund. The Current Advisory Agreements contain similar provisions, although the initial dates differ and the initial two-year period has elapsed in most cases. Notwithstanding the foregoing, the New Advisory Agreements will be considered by the respective Boards on the same calendar as the Current Advisory Agreements.

The New Advisory Agreement provides that no material amendment of the Agreement shall be effective with respect to the Fund until approved, if so required by the 1940 Act, by vote of the holders of a majority of the outstanding voting securities of the Fund. Certain of the Current Advisory Agreements also require approval by a majority of the Independent Board Members. The amendment provision of certain Current Advisory Agreements provides that the Agreement may only be amended by voteof a majority of the outstanding voting securities of the Fund and a majority of the Independent Board Members. This provision has been read to permit non-material amendments to these Current Advisory Agreements without shareholder approval. While each Current Advisory Agreement contains a provision requiring shareholder approval to amend the Agreement, the New Advisory Agreement clarifies that shareholder approval is necessary only to the extent required by the 1940 Act.

Termination.    The New Advisory Agreement provides that it may be terminated with respect to any Fund at any time, without the payment of any penalty, upon 60 days’ written notice to TAM, or by TAM upon 60 days’ written notice to the Fund. A Fund may effect termination by action of the Board or by vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice. The New Advisory Agreement terminates automatically in the event of its “assignment” (as defined in the 1940 Act). Each Current Advisory Agreement contains similar termination provisions.

19

Table of Contents

Additional Information

Appendix J shows amounts paid to TAM and to affiliates of TAM during the most recent fiscal year by each Fund for the services noted therein. There were no other material payments by any Fund to TAM or any of its affiliates during that period. No other person served as investment adviser to any Fund during that period.

The aggregate brokerage commissions paid by each Fund to an affiliated broker during the most recent fiscal year are set forth in Appendix J. Other than as set forth in Appendix J, no affiliated entity provided brokerage services to any Fund during that period. The affiliated brokers set forth in Appendix J will continue to provide services to the Funds if the New Advisory Agreement is approved.

TAM provides investment advisory services to other Funds that may have investment objectives that are similar to those of certain of the Funds. Appendix K lists other funds advised by TAM, the net assets of those funds and the investment advisory fees payable by each fund to TAM as a percentage of its average daily net assets.

As noted above, TAM provides “manager of managers” services as part of its business. TAM has obtained an Order from the U.S. Securities and Exchange Commission (the “SEC”) (Release IC- 23379 dated August 5, 1998) that permits it, subject to certain conditions and without the approval of shareholders of the Funds, to (i) 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; (ii) materially change the terms of any sub-advisory agreement; and (iii) continue the employment of an existing sub-adviser on sub-advisory contract terms where a contract has been assigned because of a change of control of the sub-adviser. In these circumstances, shareholders receive notice and information about the new sub-adviser and/or new sub-advisory agreement.

Board Evaluation of the New Advisory Agreement

At a meeting held on August 2, 2012, the Board of each Fund reviewed and considered the New Advisory Agreement to determine whether it should be approved. Following their review and consideration the Board Members determined that the New Advisory Agreement will enable shareholders to continue to enjoy investment management services at a cost that is reasonable in light of the services rendered. The Board, including the Independent Board Members, approved the New Advisory Agreement for each Fund.

In reaching their decisions, the Board Members requested and obtained from TAM information they deemed necessary to evaluate the New Advisory Agreement, and also considered information they had previously received from TAM in connection with the initial approval or annual consideration, as applicable, of a Fund’s Current Advisory Agreement. In considering the New Advisory Agreement for each Fund, the Board Members evaluated a number of factors and considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant.

Among other matters, the Board Members considered:

20

Table of Contents

In their deliberations, the Board Members did not identify any particular information that was all-important or controlling, and each Board Member may have attributed different weights to the various factors. The Board Members evaluated all information available to them on a Fund-by-Fund basis, and their determinations were made separately in respect of each Fund. The Board Members of each applicable Fund, including a majority of the Independent Board Members, concluded that the terms of the New Advisory Agreement are reasonable, and that the New Advisory Agreement should be approved and recommended to Fund shareholders.

Nature, Quality and Extent of Services Provided.    In evaluating the nature, quality and extent of the services to be provided by TAM under each New Advisory Agreement, the Board Members considered, among other things, that the differences between the New Advisory Agreement and the Current Advisory Agreements are not expected to result in any diminution in the nature, quality and extent of services provided to each Fund and its shareholders and that it is expected that TAM will continue to provide high quality advisory services under the New Advisory Agreement. The Board considered the services provided by TAM for the advisory fee it will receive, after payment of a Fund’s sub-advisory fee, if applicable, including oversight of the services provided by the Funds’ administrator, custodian and transfer agent and supervision of the performance of recordkeeping, shareholder relations, regulatory reporting and compliance functions of the Funds, as well as the “manager of managers” services TAM will provide. The Board Members also considered that they recently had performed a full review of each Current Advisory Agreement and had determined that TAM can provide investment and related services that are appropriate in scope and extent in light of each Fund’s operations, the competitive landscape of the investment company business and investor needs.

Based on their review of the materials provided and the assurances they received from TAM, the Board Members of each Fund determined that if the New Advisory Agreement is adopted, TAM will continue to provide the advisory services that are appropriate in scope and extent in light of the Fund’s operations, the competitive landscape of the investment company business and investor needs.

Investment Performance.    The Board Members considered the performance results of the Funds. The Board Members noted that they had recently considered the performance of the Funds over various time periods in connection with the consideration of the applicable Current Advisory Agreements in June 2012 or, for relatively new Funds, had considered certain performance information prior to the Fund’s launch. Based on this information, the Board Members determined that TAM continues to be capable of generating a level of investment performance that is appropriate in light of each Fund’s investment objectives, policies and strategies.

Advisory Fees and Total Expense Ratios.    The Board Members noted that the advisory fees and total expense ratios of each Fund are expected to remain the same under the New Advisory Agreement. The Board considered that it had recently considered information provided by Lipper Inc. comparing the advisory fee and total expense ratio of each Fund to the management fees and total expense ratios of comparable investment companies. On the basis of these considerations, the Board Members determined that the advisory fees to be received by TAM under the New Advisory Agreement continue to be reasonable in light of the services provided.

Costs of Services Provided and Profitability.    The Board Members considered information provided by TAM regarding the profitability of TAM with respect to the advisory services it provides to each Fund. The Board considered that it had recently reviewed profitability information about TAM’s costs of providing and/or procuring fund management services, as applicable, as well as the costs of providing administration, transfer agency and other services to the Funds. The Board Members determined that the profitability of TAM and its affiliates from their relationships with the Funds was not excessive.

21

Table of Contents

Economies of Scale.    The Board Members considered information on the advisory fees paid by each Fund, taking into account any applicable breakpoint fee structures to account for economies of scale, and concluded that each Fund’s fee structure reflected economies of scale to date. The Board Members also noted that, in the future, they would have the opportunity to periodically reexamine whether each Fund has achieved economies of scale and the appropriateness of advisory fees payable to TAM.

Fallout Benefits.    The Board Members took into consideration the character of other incidental benefits to TAM from its relationship with each Fund. The Board Members noted that TAM will not realize “soft dollar” benefits from its relationship with the Funds. The Board Members considered that the costs, nature, scope and quality of administrative and other services provided to the Funds by affiliates of TAM will not change as a result of approval of the New Advisory Agreement.

Other Considerations.    The Board Members considered that the New Advisory Agreement would more closely align the Funds with current industry practice and standardize the terms of the advisory agreements across the Funds, allowing for more efficient monitoring and administration of their performance. In addition, the Board Members noted that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to continue to manage the Funds in a professional manner that is consistent with the best interests of the Funds and their shareholders. In this regard, the Board Members favorably considered the procedures and policies to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the sub-advisers, if applicable.

Required Vote

To become effective with respect to a particular Fund, the New Advisory Agreement must be approved by a vote of a majority of the outstanding voting securities of the Fund. 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 Fund 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 Fund are present or represented by proxy or (b) more than 50% of the voting power of the outstanding voting securities of the Fund. Each New Advisory Agreement was approved by the Independent Board Members, separately, and by the Board of the applicable Fund, as a whole, after consideration of all factors which it determined to be relevant to its deliberations, including those discussed above. If approved by shareholders of a Fund, the New Advisory Agreement will amend and restate the Current Advisory Agreement for that Fund, and any sub-advisory agreements in effect for that Fund will continue in effect without interruption.

Your Board recommends that you vote “FOR” the approval of the New Advisory Agreement for your Fund.

PROPOSAL III — APPROVAL OF CHANGES TO FUNDAMENTAL INVESTMENT POLICIES

The Funds, like all mutual funds, are required by law to have policies governing certain investment practices that may be changed only with shareholder approval. These policies are referred to as “fundamental.” A number of the Funds’ policies are outmoded and one is unnecessary at the present time. The proposed changes are intended to modernize the Funds’ fundamental investment policies and provide the Funds’ flexibility to respond to changing market conditions. The revised fundamental investment policies are not expected to result in any material changes to the risk profile of the Funds or the way each Fund is managed.

The 1940 Act requires each Fund to adopt fundamental investment policies with respect to several specific types of activities, namely a Fund’s ability to (1) borrow money; (2) issue senior securities; (3) engage in the business of underwriting securities issued by other persons; (4) purchase or sell real estate; (5) purchase or sell commodities; (6) make loans to other persons; and (7) concentrate its investments in any particular industry or group of industries. Currently, the Funds have fundamental investment policies that are either not required by law or are more restrictive than the law requires. The 1940 Act requires that any modification or elimination of a Fund’s fundamental investment policies be approved by the Fund’s shareholders.

22

Table of Contents

Each Fund’s Board has reviewed the Fund’s current fundamental policies and has concluded that certain policies should be revised and certain other policies should be eliminated. Each Board is proposing that shareholders approve revisions to (and, with respect to one policy, elimination of) the Funds’ fundamental investment policies, as described more fully in this Joint Proxy Statement, to permit the Funds the maximum investment flexibility under current law.

The current fundamental investment policies of each of the Funds that are proposed to be revised are set forth in Appendix L to this Joint Proxy Statement. A list of the new fundamental policies that will apply to each Fund if approved by shareholders of that Fund also appears in Appendix L.

Reasons for Proposal

The revised fundamental investment policies are intended to update the Funds’ policies in line with regulatory changes and industry practices, thereby providing the Funds with flexibility to respond to changing markets, new investment opportunities and future changes in applicable law. For flexibility, the revised policies will be interpreted to refer to the 1940 Act and the related rules as they are in effect from time to time. This will allow the Funds to take advantage of future changes in applicable law without seeking additional costly and time-consuming shareholder approvals. The revised fundamental policies are expected to facilitate the management of the Funds’ assets and to simplify the process of monitoring compliance with the Funds’ fundamental investment policies.

Each Fund has an investment objective as well as fundamental investment policies. The revised fundamental investment policies do not affect the Funds’ investment objectives, which remain unchanged. The revised policies are not expected to result in any material changes to the risk profile of the Funds or the way each Fund is managed. To the extent the Funds engage in new investment practices in the future, the Funds may be subject to additional risks. Before a material change is made in a Fund’s investment practices in response to the revised policies, the Fund’s Board would be consulted and the Fund’s prospectus or statement of additional information would be revised to disclose the change and, as applicable, any additional risks.

The revised fundamental investment policies are written and will be interpreted broadly. For example, the policies will be interpreted to refer to the 1940 Act and the related rules as they are in effect from time to time, and to interpretations and modifications of or relating to the 1940 Act by the SEC, its staff and others as they are given from time to time. When a revised policy provides that an investment practice may be conducted as permitted by the 1940 Act, the practice will be considered to be permitted if either the 1940 Act permits the practice or the 1940 Act does not prohibit the practice. For purposes of the revised fundamental investment policies, the “1940 Act” shall mean the 1940 Act and the rules and regulations thereunder, all as amended from time to time, or other successor law governing the regulation of investment companies, or interpretations or modifications thereof by the SEC, SEC staff or other authority, or exemptive or other relief or permission from the SEC, SEC staff or other authority.

Additional Information

The Funds affected by Proposals III.A - III.D are indicated at the beginning of each section below. Each section sets out the fundamental policy that will apply to each Fund if shareholders of that Fund approve the revised policy in that section. The descriptions in each section of the Funds’ existing fundamental policies are general, and are qualified by reference to the actual text of the existing policies that appears in Appendix L. The chart in Appendix L sets forth the current fundamental policies of each Fund that are proposed to be revised or eliminated and the proposed revised policy, if applicable.

23

Table of Contents

Shareholders of each Fund will vote separately from shareholders of other Funds with respect to their Fund’s fundamental policies. In addition, shareholders will be asked to vote on each revised policy for their Fund separately on the enclosed proxy card. No proposal to revise or eliminate any fundamental policy is contingent upon the approval of any other such proposal. As a result, it may be the case that certain of a Fund’s fundamental policies will be changed or eliminated, and others will not. If any proposal is not approved for a Fund, the Fund’s existing fundamental policy on that investment practice, as set forth in Appendix L, will remain in effect.

In addition, approval of changes to your Fund’s fundamental investment policies will not depend upon your vote on or the outcome of other Proposals discussed in this Joint Proxy Statement. Therefore, if approved by shareholders, these changes would take effect regardless of the vote with respect to the other Proposals discussed in this Joint Proxy Statement.

The revised policies that are approved will take effect when certain other matters presented to shareholders in this Proxy Statement take effect; this is currently expected to occur in the fourth quarter of 2012, although the actual date could be later.

Shareholders of each Fund will be asked to provide instructions on each proposed fundamental restriction separately on the enclosed proxy card.

Evaluation by the Boards

Because of the opportunity afforded by the Special Meetings, each Board has reviewed each Fund’s fundamental investment policies with the goal of simplifying and modernizing the fundamental investment policies of the Funds. The Boards believe that revising certain fundamental investment policies will enhance management’s ability to manage the Funds’ assets efficiently in changing regulatory and investment environments, and permit management and the Boards to review and monitor investment policies more easily. In addition, the proposed changes to the fundamental investment policies of the Funds will assist the Funds in making regulatory filings in a more efficient and cost effective manner. The proposed changes in fundamental investment policies may allow each Fund greater investment flexibility to respond to future investment opportunities. The Boards do not anticipate, however, that the changes, individually or in the aggregate, currently will result in a material change in the level of investment risk associated with an investment in any Fund. Due to these and other considerations, the Boards recommend that shareholders vote to approve the modifications to the Funds’ fundamental investment policies described below.

Proposed Fundamental Investment Policies

Shareholders are being asked to approve amendments to the Funds’ fundamental investment policies in Proposals III.A-III.C. In addition, an investment policy that is currently deemed fundamental by a Fund, but which the 1940 Act does not require to be fundamental, is proposed to be eliminated. This is the purpose of Proposal III.D.

Proposal III.A — Underwriting

Applicable Funds — All Funds

Proposed New Fundamental Investment Policy.    If shareholders of a Fund approve this proposal, the Fund’s fundamental investment policy regarding underwriting would read:

The fund may not engage in the business of underwriting the securities of other issuers except as permitted by the 1940 Act.

Discussion of Proposed Modification.    All mutual funds are required to have a fundamental policy about engaging in the business of underwriting the securities of other issuers. The 1940 Act does not prohibit a Fund from engaging in the underwriting business or from underwriting the securities of other issuers; in fact, the 1940 Act permits a Fund to have underwriting commitments of up to 25% of its assets under certain circumstances. Those circumstances currently are that the amount of the Fund’s underwriting commitments, when added to the value of the Fund’s investments

24

Table of Contents

in issuers where the Fund owns more than 10% of the outstanding voting securities of those issuers, cannot exceed the 25% cap. A Fund engaging in transactions involving the acquisition or disposition of portfolio securities may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). Under the 1933 Act, an underwriter may be liable for material omissions or misstatements in an issuer’s registration statement or prospectus. Securities purchased from an issuer and not registered for sale under the 1933 Act are considered restricted securities. If these securities are registered under the 1933 Act, they may then be eligible for sale but participating in the sale may subject the seller to underwriter liability. Although it is not believed that the application of the 1933 Act provisions described above would cause a Fund to be engaged in the business of underwriting, the revised policy will be interpreted not to prevent the Fund from engaging in transactions involving the acquisition or disposition of portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act.

Currently, each Fund may not act as an underwriter of securities within the meaning of the Securities Act of 1933, as amended (the “1933 Act”), except as permitted under the 1933 Act, and as interpreted, modified or otherwise permitted from time to time by regulatory authority having jurisdiction. Each Fund’s current fundamental investment policy also provides, to the extent that the Fund may be deemed to be an underwriter within the meaning of the 1933 Act, the Fund may act as an underwriter of securities in connection with the purchase and sale of its portfolio securities. The Funds’ current underwriting policies are disclosed in their prospectuses and/or statements of additional information.

The revised policy will be interpreted to permit the Funds to engage in the underwriting business and to underwrite the securities of other issuers to the fullest extent permitted by the 1940 Act, and thus will give the Funds greater flexibility to respond to future investment opportunities, subject, of course, to the investment objectives and strategies applicable to each Fund.

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

Proposal III.B — Real Estate

Applicable Funds — All Funds

Proposed New Fundamental Investment Policy.    If shareholders of a Fund approve this proposal, the Fund’s fundamental investment policy regarding real estate would read:

The fund may not purchase or sell real estate except as permitted by the 1940 Act.

Discussion of Proposed Modification.    All mutual funds are required to have a fundamental policy about purchasing and selling real estate. The 1940 Act does not prohibit a fund from owning real estate; however, a Fund is limited in the amount of illiquid assets it may purchase. To the extent that investments in real estate are considered illiquid, the current SEC staff position generally limits a Fund’s purchases of illiquid securities to 15% of net assets. The revised policy will be interpreted not to prevent a Fund from investing in real estate-related companies, companies whose businesses consist in whole or in part of investing in real estate, MBS instruments (like mortgages) that are secured by real estate or interests therein, or real estate investment trust securities. Investing in real estate may involve risks, including that real estate is generally considered illiquid and may be difficult to value and sell. In addition, owners of real estate may be subject to various liabilities, including environmental liabilities.

Currently, each Fund may not purchase or sell real estate or any interests therein, except as permitted under the 1940 Act, and as interpreted, modified or otherwise permitted from time to time by regulatory authority having jurisdiction. The Funds may, under the current fundamental policy, among other things, (i) acquire or lease office space for its own use; (ii) invest in securities of issuers that invest in real estate or interests therein; (iii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein; or (iv) hold and sell real estate acquired by the fund as a result of the ownership of securities. The Funds’ current policies concerning investment in real estate are disclosed in their prospectuses and/or statements of additional information.

25

Table of Contents

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

Proposal III.C — Concentration

1. Applicable Funds — All Funds other than: Transamerica Commodity Strategy, Transamerica Global Real Estate Securities and Transamerica Clarion Global Real Estate Securities VP

Proposed New Fundamental Investment Policy.    If shareholders of a Fund approve this proposal, the Fund’s fundamental investment policy regarding concentration would read:

Except as permitted by exemptive or other relief or permission from the SEC, SEC staff or other authority, the fund may not make any investment if, as a result, the fund’s investments will be concentrated in any one industry.

Discussion of Proposed Modification.    All mutual funds are required to have a fundamental policy about concentration of their investments in a particular industry or group of industries. The 1940 Act does not define what constitutes “concentration” in an industry. The SEC staff has taken the position that investment of 25% or more of a Fund’s total assets in one or more issuers conducting their principal activities in the same industry or group of industries constitutes concentration. It is possible that interpretations of concentration could change in the future. The revised policy will be interpreted to refer to concentration as that term may be interpreted from time to time. The revised policy also will be interpreted to permit investment without limit in the following: securities of the U.S. government and its agencies or instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; securities of foreign governments; repurchase agreements collateralized by any such obligations; counterparties in foreign currency transactions; and securities of other investment companies. Accordingly, issuers of the foregoing securities will not be considered to be members of any industry. There also will be no limit on investment in issuers domiciled in a single jurisdiction or country. A type of investment will not be considered to be an industry under the revised policy. The revised policy also will be interpreted to give broad authority to a fund as to how to classify issuers within or among industries.

Currently, each Fund may not concentrate its investments in a particular industry or group of industries, except as permitted under the 1940 Act, and as interpreted, modified or otherwise permitted from time to time by regulatory authority having jurisdiction. Under the current fundamental investment policy, this limitation does not apply to securities issued or guaranteed as to principal and/or interest by the U.S. Government, its agencies or instrumentalities. In addition, with respect to Transamerica Managed Futures Strategy, the limitation in the current policy also does not apply to securities of other investment companies or repurchase agreements collateralized by securities issued or guaranteed as to principal and/or interest by the U.S. Government, its agencies or instrumentalities. Further, it is noted that Transamerica Arbitrage Strategy will not exceed 25% exposure to any industry as defined by the Global Industry Classification Standard (“GICS”). For purposes of this calculation, industry exposure is calculated by summing the net long and/or short exposure of securities of companies by GICS industry within the fund.

The Funds’ current policies about concentration are disclosed in their prospectuses and/or statements of additional information.

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

2. Applicable Fund: Transamerica Commodity Strategy

Proposed New Fundamental Investment Policy.    If shareholders of Transamerica Commodity Strategy approve this proposal, the Fund’s fundamental investment policy regarding concentration would read:

Except as permitted by exemptive or other relief or permission from the SEC, SEC staff or other authority, the fund may not make any investment if, as a result, the fund’s investments will be concentrated in any one industry; except that the fund will concentrate in commodity-related industries.

26

Table of Contents

Discussion of Proposed Modification.    Transamerica Commodity Strategy’s current fundamental policy regarding concentration provides that the Fund will concentrate in natural resources-related industries. The current fundamental policy also provides that the limitation shall not apply to the Fund’s counterparties in foreign currency transactions. The revised policy incorporates the changes to the general policy of not concentrating described in Proposal III.C.1. above, but includes an exception that provides the Fund will concentrate in commodity-related industries. The revised policy is not expected to result in any material changes to the risk profile of the Fund or the way the Fund is managed. The revised policy will be interpreted as discussed in Proposal III.C.1.

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

3. Applicable Fund: Transamerica Global Real Estate Securities

Proposed New Fundamental Investment Policy.    If shareholders of Transamerica Global Real Estate Securities approve this proposal, the Fund’s fundamental investment policy regarding concentration would read:

Except as permitted by exemptive or other relief or permission from the SEC, SEC staff or other authority, the fund may not make any investment if, as a result, the fund’s investments will be concentrated in any one industry; except that the fund will concentrate in securities of issuers in the real estate industry.

Discussion of Proposed Modification.    Transamerica Global Real Estate Securities’ current fundamental policy regarding concentration provides for the same exceptions to the general policy of not concentrating that are set forth in the revised policy; however, the revised policy incorporates the changes to the general policy of not concentrating described in Proposal III.C.1. above, and the revised policy will be interpreted as discussed in Proposal III.C.1.

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

4. Applicable Fund: Transamerica Clarion Global Real Estate Securities VP

Proposed New Fundamental Investment Policy.    If shareholders of Transamerica Clarion Global Real Estate Securities VP approve this proposal, the Fund’s fundamental investment policy regarding concentration would read:

Except as permitted by exemptive or other relief or permission from the SEC, SEC staff or other authority, the fund may not make any investment if, as a result, the fund’s investments will be concentrated in any one industry; except that the fund will concentrate in securities of issuers in the real estate industry.

Discussion of Proposed Modification.    Transamerica Global Real Estate Securities VP’s current fundamental policy regarding concentration provides for the same exceptions to the general policy of not concentrating that are set forth in the revised policy; however, the revised policy incorporates the changes to the general policy of not concentrating described in Proposal III.C.1. above, and the revised policy will be interpreted as discussed in Proposal III.C.1.

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

Proposal III.D — Diversification

Applicable Funds — All Funds

If shareholders of a Fund approve this proposal, the Fund’s current fundamental policy describing the diversification classification of the Fund will be eliminated.

27

Table of Contents

Discussion.    The 1940 Act requires every mutual fund to state whether it is diversified (meaning that it is subject to certain restrictions that limit the percentage of the fund’s assets that may be invested in a single issuer) or non-diversified, and requires any change from diversified to non-diversified status to be approved in advance by fund shareholders. However, the 1940 Act does not require that investment policies on diversification be fundamental policies. Each Fund’s Board is recommending that this fundamental policy be removed as it is not required by the 1940 Act.

The existing policy on diversification of many Funds state that the Fund will be a “diversified company” as defined in the 1940 Act. Certain other funds are excepted from this policy as they are currently each a “non-diversified company” as defined in the 1940 Act. These policies are unnecessary as they duplicate the 1940 Act requirements, as those requirements are in effect from time to time. Accordingly, elimination of these policies will not change the extent to which the Funds’ assets may be invested in a single issuer.

While each Fund has no current plan to change its diversification status, these plans could change in the future. As noted above, if a diversified Fund wishes to become non-diversified in the future, the Fund would need to obtain shareholder approval of that change. Until that approval is obtained, the Fund must continue to comply with the diversification requirements of the 1940 Act. This is true despite the elimination of the Fund’s fundamental policy on diversification. Under the 1940 Act, a non-diversified Fund may change its classification from non-diversified to diversified without shareholder approval. Before any such change, the Fund’s Board would be consulted and the Fund’s prospectus or statement of additional information would be revised to disclose the change in strategy.

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

Required Vote

To become effective with respect to a particular Fund, each of Proposals III.A - III.D, as applicable, must be approved by a vote of a majority of the outstanding voting securities of the Fund. 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 Fund 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 Fund are present or represented by proxy or (b) more than 50% of the voting power of the outstanding voting securities of the Fund.

OTHER BUSINESS

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 of postponement of the Shareholder Meeting, any such matter will be voted in accordance with the judgment of the persons named in the accompanying proxy card.

ADDITIONAL INFORMATION

Administrator, Transfer Agent and Principal Underwriter

Transamerica Fund Services, Inc. (“TFS”), the administrator of the Funds, is located at 570 Carillon Parkway, St. Petersburg, Florida 33716. TFS is also the transfer agent of Transamerica Funds and TST. The current distributor of the Funds is Transamerica Capital, Inc. (“TCI”), located at 4600 South Syracuse Street, Suite 1100, Denver, Colorado 80237. TAM, TFS and TCI are all affiliated due to their common ultimate ownership by AEGON, N.V.

Custodian

State Street Bank & Trust (“State Street”), located at 200 Clarendon Street, 16th Floor, Boston, Massachusetts 02116, serves as each Fund’s custodian.

28

Table of Contents

Annual and Semi-Annual Reports

Shareholders of Transamerica Funds can find important information about Transamerica Funds’ funds in their annual reports dated October 31, 2011 and their semi-annual reports dated April 30, 2012 which have been previously mailed to shareholders. Shareholders of TST can find important information about TST’s portfolios in their annual reports dated December 31, 2011 and their semi-annual reports dated June 30, 2012, which have been or are being mailed to shareholders. You may obtain copies of these reports without charge by writing to the Funds at the address shown on the first page of this Joint Proxy Statement or by calling the Funds at (888) 233-4339.

Proxy Solicitation

The principal solicitation of proxies will be by the mailing of this Joint Proxy Statement beginning on or about September 5, 2012, but proxies may also be solicited by telephone and/or in person by representatives of the Funds, regular employees of TAM or its affiliate(s), or [ ], a private proxy services firm. The estimated cost of retaining [            ] is approximately $[    ]. If we have not received your vote as the date of the Special Meeting approaches, you may receive a call from these parties to ask for your vote. Arrangements will be made with brokerage houses and custodians, nominees and fiduciaries to forward proxies and proxy materials to their clients.

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 the Funds.

Independent Registered Public Accounting Firm

The Audit Committee and Board Members, including a majority of the independent Board Members, of each Fund have selected Ernst & Young LLP (“E&Y”) as the independent registered public accounting firm for such Fund. E&Y, in accordance with Independence Standards Board Standard No. 1 (ISB No. 1), has confirmed to each applicable Audit Committee that it is an independent registered public accounting firm with respect to the Funds.

Each Fund’s Audit Committee approved the engagement of E&Y as each Fund’s independent registered public accounting firm for the Fund’s current fiscal year. E&Y provides audit and accounting services including audit of the annual financial statements, assistance and consultation with respect to filings with the SEC, and preparation for annual income tax returns.

The reports of E&Y on each Fund’s financial statements for each of the last two fiscal years audited by E&Y contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. There have been no disagreements with E&Y during such fiscal years and any subsequent interim period on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of E&Y, would have caused them to make reference thereto in their reports on the financial statements for such years.

Representatives of E&Y are not expected to be present at the Special Meeting, but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their response.

Appendix M sets forth for each Fund, for each of the Fund’s two most recent fiscal years, the fees billed by the Fund’s independent registered public accounting firm for all audit and non-audit services provided directly to the Fund. The fee information in Appendix M is presented under the following captions:

(a) Audit Fees — fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements.

29

Table of Contents

(b) Audit-Related Fees — fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews not required by regulators.

(c) Tax Fees — fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis reviews.

(d) All Other Fees — fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”

The charter of each Audit Committee requires that the Audit Committee shall approve (a) all audit and permissible non-audit services to be provided to each Fund and (b) all permissible non-audit services to be provided by the Fund’s independent registered public accounting firm to TAM and any service providers controlling, controlled by or under common control with TAM that provide ongoing services to the Fund (“Covered Service Providers”) if the engagement relates directly to the operations and financial reporting of the Fund. The Audit Committee may implement policies and procedures by which such services are approved other than by the full Audit Committee. The preapproval of these services also is intended to assure that the provision of the services does not impair the accounting firm’s independence.

No Audit Committee may approve non-audit services that the Audit Committee believes may impair the independence of the independent registered public accounting firms. Permissible non-audit services include any professional services (including tax services) that are not prohibited services as described below provided to the Fund by the independent registered public accounting firms, other than those provided to a Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include (a) bookkeeping or other services related to the accounting records or financial statements of the Fund; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions or human resources; (g) broker or dealer, investment adviser or investment banking services; (h) legal services and expert services unrelated to the audit; and (i) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Unless a type of service to be provided by the independent registered public accounting firm has received preapproval, it will require separate preapproval by the Audit Committee. Also, any proposed services exceeding preapproved cost levels will require separate preapproval by the Audit Committee. The Audit Committee is not required to preapprove services for which preapproval is not required by applicable law, including de minimis and grandfathered services.

Each Audit Committee has considered whether the provision of non-audit services that were rendered by E&Y to TAM and Covered Service Providers that were not pre-approved (not requiring pre-approval) is compatible with maintaining such auditor’s independence. All services provided by E&Y to each Fund, TAM or Covered Service Providers that were required to be pre-approved were pre-approved as required.

[For each Fund’s two most recent fiscal years, there were no services rendered by E&Y to the Fund for which the pre-approval requirement was waived.]

[There were no non-audit fees billed by E&Y for services rendered to Transamerica Funds in each of the last two fiscal years ended October 31, 2011 and October 31, 2010, respectively. In addition, there were no non-audit fees billed by E&Y for services rendered to TAM or any Covered Service Provider(s) that provide ongoing services to Transamerica Funds in each of the last two fiscal years ended October 31, 2011 and October 31, 2010, respectively.]

30

Table of Contents

[There were no non-audit fees billed by E&Y for services rendered to TST in each of the last two fiscal years ended December 31, 2011 and December 31, 2010, respectively. In addition, there were no non-audit fees billed by E&Y for services rendered to TAM or any Covered Service Provider(s) that provide ongoing services to TST in each of the last two fiscal years ended December 31, 2010 and December 31, 2011, respectively.]

Change of Independent Registered Certified Public Accounting Firm. PricewaterhouseCoopers (“PwC”) served as independent registered certified public accounting firm for the fiscal year ended October 31, 2009 for Transamerica Funds and the fiscal year ended December 31, 2009 for TST. On April 8, 2010, upon recommendation by each Fund’s Audit Committee, each Fund’s Board selected E&Y to replace PwC as the Fund’s independent public accountant for the Fund’s then current fiscal year (the fiscal year ending October 31, 2010 for Transamerica Funds and December 31, 2010 for TST).

During the period from November 1, 2009 through April 7, 2010 for Transamerica Funds and January 1, 2010 through April 7, 2010 for TST, there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PwC would have caused them to make reference thereto in their reports on the financial statements for such period.

During the period from November 1, 2009 through April 7, 2010 for Transamerica Funds and January 1, 2010 through April 7, 2010 for TST, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). The Funds have requested that PwC furnish them with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter is attached as Appendix N.

Principal Shareholders

As of August 2, 2012, the outstanding shares of each Fund were as set forth in Appendix A.

As of August 2, 2012, the persons listed in Appendix O owned of record the amount of shares of the Funds indicated in Appendix O.

Shareholders Communications to the Boards

Shareholders of a Fund may mail written communications to the Fund’s Board, addressed to the care of the Secretary of the Fund, at the Funds’ address. Each shareholder communication must (i) be in writing and be signed by the shareholder, and (ii) identify the full name of the Fund. The Secretary is responsible for collecting, reviewing and organizing all properly submitted shareholder communications. Except as provided below, with respect to each properly submitted shareholder 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 shareholder communication should not be provided to the Board because the communication, among other things, (i) does not reasonably relate to the Fund or its operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in the Fund, or (ii) is ministerial in nature (such as a request for Fund literature, share data or financial information).

Shareholders Sharing the Same Address

As permitted by law, each Fund will deliver only one copy of this Joint Proxy Statement to shareholders or owners of variable annuity contracts and variable life policies, as applicable, (for purposes of this paragraph, collectively, “shareholders”) residing at the same address, unless such shareholders have notified the Fund of their desire to receive multiple copies of the shareholder reports and proxy statements the Fund sends. If you would like to receive an additional copy, please contact your Fund by writing to the address shown on the front page of this Joint Proxy Statement or by calling the Funds at (888) 233-4339. The Fund will then promptly deliver, upon request, a separate copy of this Joint

31

Table of Contents

Proxy Statement to any shareholder residing at an address to which only one copy was mailed. Shareholders wishing to receive separate copies of each Fund’s shareholder reports and proxy statements in the future, and shareholders sharing an address that wish to receive a single copy if they are receiving multiple copies, should also send a request as indicated.

Shareholder Proposals

The Funds are not required to and do not intend to hold regular annual meetings of shareholders. Shareholders 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, 570 Carillon Parkway, St. Petersburg, Florida 33716.

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

Fiscal Year

The fiscal year end of each Fund that is a series of TST is December 31. The fiscal year end of each Fund that is a series of Transamerica Funds is October 31.

General

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

A list of shareholders entitled to be present and to vote at the Special Meetings will be available at the offices of the Funds, 570 Carillon Parkway, St. Petersburg, Florida 33716 for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Special Meetings.

Adjournment

Failure of a quorum to be present at a Special Meeting will necessitate adjournment. The persons named in the enclosed proxy may also move for an adjournment of a Special Meeting if a quorum is present but sufficient votes have not been received to approve a proposal, or for any other reason consistent with applicable law and the Fund’s Declaration of Trust Charter and By-Laws, including to allow for the further solicitation of proxies. Under each Fund’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 Shareholder Meeting prior to adjournment.

Information About the Funds

Each of the Funds is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and certain other federal securities statutes, and files reports and other information with the SEC. Proxy materials, reports and other information filed by the Funds can be inspected and copied at the Public Reference Facilities maintained by the SEC at 100 F Street, NE, Washington, DC 20549. The SEC maintains an Internet web site (at http://www.sec.gov), which contains other information about the Funds.

32

Table of Contents

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 providing voting instructions by telephone or by the Internet.

September 5, 2012

33

Table of Contents

Appendix A

Funds’ Issued and Outstanding Shares

The following table lists, with respect to each Fund, the total number of shares outstanding and the net assets of the Fund on the Record Date.

A-1

Table of Contents

A-2

Table of Contents

A-3

Table of Contents

Appendix B

Officers of the Trusts

The officers of each Trust, including their year of birth, their positions held with the Trust and their principal occupations during the past five years (their titles may have varied during that period) are shown in the table below. The address of each officer is c/o Secretary, 570 Carillon Parkway, St. Petersburg, Florida 33716.

No officer of the Trusts, except for the Funds’ Chief Compliance Officer, receives any compensation from the Trusts.

B-1

Table of Contents

B-2

Table of Contents

B-3

Table of Contents

B-4

Table of Contents

If an officer has held offices for different funds for different periods of time, the earliest applicable date is shown. No officer of the Trusts, except for the Chief Compliance Officer, receives any compensation from the Trust.

B-5

Table of Contents

Appendix C

Compensation of the Board Members

Board Members who are not “interested persons” of the Funds under the 1940 Act (“Independent Board Members”) receive an annual retainer fee as well as an additional annual fee for service on one or more committees and are reimbursed for all travel and out-of-pocket expenses relating to attendance at such meetings. Board Members who are considered “interested persons” of the Funds under the 1940 Act (“Interested Board Members”) do not receive compensation from the Funds, but may be reimbursed for out-of-pocket expenses relating to attendance at such meetings. Mr. Warrick is compensated by TAM or an affiliate of TAM for his service as a Board Member. Mr. Swank will not receive any compensation for serving as a Board Member.

As of January 1, 2012, Independent Board Member compensation is determined as follows: Independent Board Members receive a total annual retainer fee of $124,000 from the funds/portfolios that make up the Transamerica Asset Management Group, as well as $8,800 for each regularly scheduled meeting attended and each special meetings requiring an in-person quorum (whether attended in-person or telephonically). The Independent Board Members receive $4,400 for each telephonic meeting attended. Each Trust pays a pro rata share of these fees allocable to each series of the Trust based on the relative assets of the series. The Lead Independent Board Member of the Board also receives an additional retainer of $40,000 per year. The Audit Committee Chairperson receives an additional retainer of $20,000 per year. Each Trust also pays a pro rata share allocable to each series of the Trust based on the relative assets of the series for the Lead Independent Board Member and Audit Committee Chairperson retainers.

With respect to each Trust, under a non-qualified deferred compensation plan effective January 1, 1996, as amended and restated January 1, 2010 (each, a “Deferred Compensation Plan”), available to the Board Members, compensation may be deferred that would otherwise be payable by the Trust to an Independent Board Member on a current basis for services rendered as Board Member. Deferred compensation amounts will accumulate based on the value of Class A (or comparable) shares of a series of Transamerica Funds (without imposition of sales charge), or investment options under Transamerica Partners Institutional Funds and Transamerica Institutional Asset Allocation Funds, as elected by the Board Member.

Amounts deferred and accrued under the Deferred Compensation Plan are unfunded and unsecured claims against the general assets of the Trust.

Transamerica Funds

The following table sets forth the compensation amounts paid to the Independent Board Members of the Transamerica Funds Board for the fiscal year ended October 31, 2011.

C-1

Table of Contents

C-2

Table of Contents

C-3

Table of Contents

C-4

Table of Contents

C-5

Table of Contents