As filed with the SEC on August 31, 2009.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-07717

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS

570 Carillon Parkway, St. Petersburg, Florida 33716
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (727) 299-1800

Dennis P. Gallagher, Esq. P.O. Box 9012, Clearwater, Florida 33758-9771
(Name and Address of Agent for Service)

Date of fiscal year end: December 31

Date of reporting period: January 1, 2009 — June 30, 2009

TRANSAMERICA PARTNERS VARIABLE FUNDS TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS

Semi-Annual Report

June 30, 2009

This report is not to be construed as an offering for sale of any contracts participating in the Subaccounts (Series) of the Transamerica Partners Variable Funds or the Transamerica Asset Allocation Variable Funds, or as a solicitation of an offer to buy contracts unless preceded by or accompanied by a current prospectus which contains complete information about charges and expenses.

This report consists of the semi-annual report of the Transamerica Asset Allocation Variable Funds and the semi-annual reports of the Transamerica Partners Portfolios and the Calvert Social Balanced Portfolio, the underlying portfolios in which the Transamerica Partners Variable Funds invest.

Proxy Voting Policies and Procedures

A description of the proxy voting policies and procedures of the Transamerica Asset Allocation Variable Funds and Transamerica Partners Portfolios is included in the Statement of Additional Information, which is available without charge, upon request: (i) by calling 1-888-233-4339; (ii) on the Subaccounts’ website at www.transamericafunds.com or (iii) on the SEC’s website at www.sec.gov. In addition, the Transamerica Asset Allocation Variable Funds and the Transamerica Partners Portfolios are required to file Form N-PX, with the complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. Form N-PX for the twelve months ended June 30, 2009, is available without charge, upon request.

Quarterly Portfolios

Transamerica Asset Allocation Variable Funds will file their portfolios of investments on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Subaccounts’ Form N-Q is available on the SEC’s website at www.sec.gov. The Subaccounts’ Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. For information on the operation of the SEC’s Public Reference Room, call 1-800-SEC-0330. You may also obtain a copy of Form N-Q without charge, upon request, by calling 1-888-233-4339. Form N-Q for the corresponding Transamerica Partners Portfolios is also available without charge on the SEC website, at the SEC’s Public Reference Room, or by calling 1-888-233-4339.

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, INC.

Four Manhattanville Road

Purchase, New York 10577

June 30, 2009

To Contractholders with Interests

 in the Transamerica Partners Variable Funds:

We are pleased to present the most recent semi-annual reports for the Transamerica Partners Portfolios and for the Calvert Social Balanced Portfolio. As required under applicable law, we are sending these semi-annual reports to contract holders of Group Variable Annuity Contracts issued by Transamerica Financial Life Insurance Company, Inc. with unit interests in one or more of the Transamerica Partners Variable Funds. Each subaccount available within the Transamerica Partners Variable Funds, other than the Calvert Subaccount, invests its assets in a corresponding mutual fund that is a series of Transamerica Partners Portfolios. The Calvert Subaccount invests in the Calvert Social Balanced Portfolio, a series of Calvert Variable Series. Inc.

Please call your retirement plan administrator, Diversified Investment Advisors, Inc., at (800) 755-5801 if you have any questions regarding these reports.

1

Dear Fellow Shareholder,

On behalf of Transamerica Asset Allocation Variable Funds, we would like to thank you for your continued support and confidence in our products as we look forward to continuing to serve you and your financial advisor in the future. We value the trust you have placed in us.

This semi-annual report is provided to you with the intent of presenting a comprehensive review of the investments of each of your funds. The Securities and Exchange Commission requires that annual and semi-annual reports be sent to all shareholders, and we believe this report to be an important part of the investment process. In addition to providing a comprehensive review, this report also provides a discussion of accounting policies as well as matters presented to shareholders that may have required their vote.

We believe it is important to recognize and understand current market conditions in order to provide a context for reading this report. During the past six months, markets have oscillated from weakness in conjunction with investors’ continuing concerns over the health of the economy to strength in conjunction with investor optimism of recovery and bargain hunting. The equity markets touched new lows in March, and then subsequently rallied sharply. The period ended in June with markets stuck in a trading range as investors began to question the timing and strength of an economic recovery as data was mixed and unemployment remained at multi-decade highs. As investors have become skeptical regarding an economic recovery, the U.S. dollar’s negative momentum has slowed from earlier in 2009, and the dollar ended the period in a trading range versus the Euro, British pound, and the yen. Oil prices have come off of their highs of the year in concert with moderating dollar weakness. The Federal Reserve continues to keep the federal funds rate in a range of 0%-0.25%. Investors have become somewhat skeptical of the impact of the government stimulus package, as the unemployment rate continues to climb and reached 9.5% in June. Bargain hunting, particularly in prior months, has led to year-to-date gains for particular equity and fixed-income sectors, including emerging market stocks, technology stocks, and high yield bonds. For the six months ending June 30, 2009, the Dow Jones Industrial Average returned -2.01%, the Standard & Poor’s 500 Index returned 3.16%, and the Barclay’s Capital Aggregate U.S. Bond Index returned 1.90%. Please keep in mind it is important to maintain a diversified portfolio as investment returns have historically been difficult to predict.

In addition to your active involvement in the investment process, we firmly believe that a financial advisor is a key resource to help you build a complete picture of your current and future financial needs. Financial advisors are familiar with the market’s history, including long-term returns and volatility of various asset classes. With your financial advisor, you can develop an investment program that incorporates factors such as your goals, your investment timeline, and your risk tolerance.

Please contact your financial advisor if you have any questions about the contents of this report, and thanks again for the confidence you have placed in us.

Sincerely,

John K. Carter
President & Chief Executive Officer
Transamerica Asset Allocation Variable Funds Christopher A. Staples
Vice President & Chief Investment Officer
Transamerica Asset Allocation Variable Funds

2

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
AN EXPLANATION OF FUND EXPENSES
(Unaudited)

Transamerica Asset Allocation Variable Funds (individually, a “Subaccount” and collectively, the “Subaccounts”) is a separate investment account established by Transamerica Financial Life Insurance Company, Inc. (“TFLIC”), and is used as an investment vehicle under certain tax-deferred annuity contracts issued by TFLIC. Each subaccount invests in underlying subaccounts of Transamerica Partners Variable Funds (“TPVF”), a unit investment trust. As a contractholder of a Subaccount, you will bear the ongoing costs of managing the corresponding subaccount in which your Subaccount invests. You will also bear the cost of operating the Subaccount.

The first column in the following table assumes an investment of $1,000 on January 1, 2009. The second column will show your ending balance (per $1,000) on June 30, 2009. The third column will show how much of your investment (per $1,000) went to the ongoing costs of your Subaccount. The figures in both of these columns are based on the actual total return and the actual expenses incurred for the period January 1, 2009-June 30, 2009. In order to approximate how much you paid in expenses during the six months, divide your balance by 1,000, and multiply the result by the dollar amount shown under the heading “Expenses Paid During the Period January 1, 2009-June 30, 2009.”

The fourth and fifth columns will also show your ending balance (per $1,000) on June 30, 2009 and how much of your investment (per $1,000) went to the ongoing costs of your Subaccount, but assumes a total annual return rate of 5% before expenses. Since the 5% is hypothetical, the ending account values and the expenses paid for the period January 1, 2009-June 30, 2009 will not be the actual values per $1,000 of your investment. This information is presented so you may compare the cost of investing in a Transamerica Asset Allocation Variable Fund against the cost of investing in other funds. Other funds should provide this information based on a hypothetical annual return of 5% before expenses in their most recent report in order for you to make a fair comparison.

					Expenses Paid				Expenses Paid
	Beginning Account		Ending Account		During the Period		Ending Account		During the Period		Annualized
	Value		Value		January 1, 2009-		Value		January 1, 2009-		Expense
Subaccount	January 1, 2009		June 30, 2009(1)		June 30, 2009(1)(2)(3)		June 30, 2009 (4)		June 30, 2009(2)(3)(4)		Ratio(2)
Short Horizon	$	1,000	$	1,067.53	$	1.03	$	1,023.80	$	1.00		0.20	%
Intermediate Horizon		1,000		1,054.23		1.02		1,023.80		1.00		0.20
Intermediate/ Long Horizon		1,000		1,044.22		1.01		1,023.80		1.00		0.20

(1)	Based on actual returns and expenses.
(2)	These figures exclude fees and expenses of the underlying investments in TPVF.
(3)	Expenses are equal to each Fund’s annualized expense ratio multiplied by the average account value over the period, divided by 365, multiplied by 181 (to reflect the one-half year period).
(4)	Based on hypothetical 5% annual returns before actual expenses.

3

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
SHORT HORIZON
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009

ASSETS:
Investments in affiliates, at value (Notes 1 and 2)	$	9,439,933
Cash		—
Receivable for units sold		10,656
Receivable for securities sold		—
Total assets		9,450,589
LIABILITIES:
Due to Custodian		—
Payable for units redeemed		1,608
Payable for securities purchased		9,048
Accrued investment advisory fees		1,643
Total liabilities		12,299
Net assets	$	9,438,290
Net assets consist of:
Cost of accumulation units	$	7,164,417
Undistributed (accumulated) net investment income (loss)		(174,283	)
Undistributed (accumulated) net realized gains (losses)		2,264,392
Net unrealized appreciaton (depreciation) on investments		183,764
Net assets	$	9,438,290
Accumulation units		603,160
Unit value	$	15.65
Investments in affiliates, at cost	$	9,256,169

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment advisory fees (Note 3)	$	(9,196	)
Realized and unrealized gains (losses) on investments in affiliates (Note 2):
Net realized gains (losses) on investments in affiliates		32,047
Change in net unrealized appreciation (depreciation) on investments in affiliates		577,462
Net realized and unrealized gains (losses) on investments in affiliates		609,509
Net increase (decrease) in net assets resulting from operations	$	600,313

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Investment advisory fees	$	(9,196	)	$	(21,681	)
Net realized gains (losses) on investments in affiliates		32,047			592,873
Change in net unrealized appreciation (depreciation) on investments in affiliates		577,462			(1,723,348	)
Net increase (decrease) in net assets resulting from operations		600,313			(1,152,156	)
From unit transactions:
Units sold		800,546			4,786,093
Units redeemed		(1,412,704	)		(5,280,703	)
Net increase (decrease) in net assets resulting from unit transactions		(612,158	)		(494,610	)
Total increase (decrease) in net assets		(11,845	)		(1,646,766	)
Net assets:
Beginning of period/year		9,450,135			11,096,901
End of period/year	$	9,438,290		$	9,450,135
Units outstanding beginning of period/year		644,661			681,662
Units sold		54,162			302,679
Units redeemed		(95,663	)		(339,680	)
Units outstanding end of period/year		603,160			644,661

See notes to financial statements.

4

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
INTERMEDIATE HORIZON
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Investments in affiliates, at value (Notes 1 and 2)	$	21,736,357
Cash		—
Receivable for units sold		17,842
Receivable for securities sold		491
Total assets		21,754,690
LIABILITIES:
Due to Custodian		—
Payable for units redeemed		18,333
Payable for securities purchased		—
Accrued investment advisory fee		3,804
Total liabilities		22,137
Net assets	$	21,732,553
Net assets consist of:
Cost of accumulation units	$	19,282,158
Undistributed (accumulated) net investment income (loss)		(509,466	)
Undistributed (accumulated) net realized gains (losses)		5,162,763
Net unrealized appreciaton (depreciation) on investments		(2,202,902	)
Net assets	$	21,732,553
Accumulation units		1,531,894
Unit value	$	14.19
Investments in affiliates, at cost	$	23,939,259

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment advisory fees (Note 3)	$	(20,720	)
Realized and unrealized gains (losses) on investments in affiliates (Note 2):
Net realized gains (losses) on investments in affiliates		(10,253	)
Change in net unrealized appreciation (depreciation) on investments in affiliates		1,079,460
Net realized and unrealized gains (losses) on investments in affiliates		1,069,207
Net increase (decrease) in net assets resulting from operations	$	1,048,487

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Investment advisory fees	$	(20,720	)	$	(56,271	)
Net realized gains (losses) on investments in affiliates		(10,253	)		2,214,327
Change in net unrealized appreciation (depreciation) on investments in affiliates		1,079,460			(10,272,210	)
Net increase (decrease) in net assets resulting from operations		1,048,487			(8,114,154	)
From unit transactions:
Units sold		1,748,536			6,324,573
Units redeemed		(3,054,377	)		(8,803,875	)
Net increase (decrease) in net assets resulting from unit transactions		(1,305,841	)		(2,479,302	)
Total increase (decrease) in net assets		(257,354	)		(10,593,456	)
Net assets:
Beginning of period/year		21,989,907			32,583,363
End of period/year	$	21,732,553		$	21,989,907
Units outstanding beginning of period/year		1,633,325			1,794,207
Units sold		133,138			389,711
Units redeemed		(234,569	)		(550,593	)
Units outstanding end of period/year		1,531,894			1,633,325

See notes to financial statements.

5

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
INTERMEDIATE/LONG HORIZON
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Investments in affiliates, at value (Notes 1 and 2)	$	26,578,300
Cash		—
Receivable for units sold		17,384
Receivable for securities sold		—
Total assets		26,595,684
LIABILITIES:
Due to custodian		—
Payable for units redeemed		1,012
Payable for securities purchased		16,372
Accrued investment advisory fees		4,666
Total liabilities		22,050
Net assets	$	26,573,634
Net assets consist of:
Cost of accumulation units	$	27,652,210
Undistributed (accumulated) net investment income (loss)		(722,305	)
Undistributed (accumulated) net realized gains (losses)		5,429,231
Net unrealized appreciaton (depreciation) on investments		(5,785,502	)
Net assets	$	26,573,634
Accumulation units		1,974,534
Unit value	$	13.46
Investments in affiliates, at cost	$	32,363,802

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment advisory fees (Note 3)	$	(29,308	)
Realized and unrealized gains (losses) on investments in affiliates (Note 2):
Net realized gains (losses) on investments in affiliates		(999,282	)
Change in net unrealized appreciation (depreciation) on investments in affiliates		2,229,625
Net realized and unrealized gains (losses) on investments in affiliates		1,230,343
Net increase (decrease) in net assets resulting from operations	$	1,201,035

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Investment advisory fees	$	(29,308	)	$	(87,849	)
Net realized gains (losses) on investments in affiliates		(999,282	)		2,836,963
Change in net unrealized appreciation (depreciation) on investments in affiliates		2,229,625			(19,435,674	)
Net increase (decrease) in net assets resulting from operations		1,201,035			(16,686,560	)
From unit transactions:
Units sold		2,413,902			7,759,794
Units redeemed		(10,494,067	)		(10,324,144	)
Net increase (decrease) in net assets resulting from unit transactions		(8,080,165	)		(2,564,350	)
Total increase (decrease) in net assets		(6,879,130	)		(19,250,910	)
Net assets:
Beginning of period/year		33,452,764			52,703,674
End of period/year	$	26,573,634		$	33,452,764
Units outstanding beginning of period/year		2,596,241			2,731,348
Units sold		195,641			486,824
Units redeemed		(817,348	)		(621,931	)
Units outstanding end of period/year		1,974,534			2,596,241

See notes to financial statements.

6

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
SHORT HORIZON
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Shares			Value
		Investments
	129,077	Transamerica Partners Variable Funds — Core Bond	$	4,408,049
	97,146	Transamerica Partners Variable Funds — High Quality Bond		1,581,113
	58,525	Transamerica Partners Variable Funds — High Yield Bond		1,005,382
	61,238	Transamerica Partners Variable Funds — Inflation-Protected Securities		1,379,910
	13,297	Transamerica Partners Variable Funds — International Equity		202,162
	7,927	Transamerica Partners Variable Funds — Large Growth		289,375
	8,484	Transamerica Partners Variable Funds — Large Value		283,699
	4,288	Transamerica Partners Variable Funds — Money Market		90,453
	8,284	Transamerica Partners Variable Funds — Small Core		199,790
		Total Investments — 100.0% (Cost $9,256,169)		9,439,933
		Liabilities less other assets — (0.0)%*		(1,643	)
		Net Assets — 100.0%	$	9,438,290

The aggregate cost of investments for federal income tax purposes at June 30, 2009 is $9,256,169.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	479,806
Gross unrealized depreciation		(296,042	)
Net unrealized appreciation	$	183,764

* Amount rounds to less than (0.05)%.

See notes to financial statements.

7

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
INTERMEDIATE HORIZON
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Shares			Value
		Investments
	146,578	Transamerica Partners Variable Funds — Core Bond	$	5,005,701
	102,657	Transamerica Partners Variable Funds — High Quality Bond		1,670,807
	78,722	Transamerica Partners Variable Funds — High Yield Bond		1,352,342
	93,644	Transamerica Partners Variable Funds — Inflation-Protected Securities		2,110,138
	178,154	Transamerica Partners Variable Funds — International Equity		2,708,498
	88,328	Transamerica Partners Variable Funds — Large Growth		3,224,353
	90,890	Transamerica Partners Variable Funds — Large Value		3,039,250
	18,950	Transamerica Partners Variable Funds — Money Market		399,715
	92,278	Transamerica Partners Variable Funds — Small Core		2,225,553
		Total Investments — 100.0% (Cost $23,939,259)		21,736,357
		Liabilities less other assets — (0.0)%*		(3,804	)
		Net Assets — 100.0%	$	21,732,553

The aggregate cost of investments for federal income tax purposes at June 30, 2009 is $23,939,259.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	616,342
Gross unrealized depreciation		(2,819,244	)
Net unrealized depreciation	$	(2,202,902	)

* Amount rounds to less than (0.05)%.

See notes to financial statements.

8

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
INTERMEDIATE/LONG HORIZON
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Shares			Value
		Investments
	113,124	Transamerica Partners Variable Funds — Core Bond	$	3,863,234
	31,366	Transamerica Partners Variable Funds — High Quality Bond		510,501
	65,691	Transamerica Partners Variable Funds — High Yield Bond		1,128,478
	81,758	Transamerica Partners Variable Funds — Inflation-Protected Securities		1,842,304
	324,493	Transamerica Partners Variable Funds — International Equity		4,933,302
	147,290	Transamerica Partners Variable Funds — Large Growth		5,376,716
	145,857	Transamerica Partners Variable Funds — Large Value		4,877,269
	15,479	Transamerica Partners Variable Funds — Money Market		326,500
	154,241	Transamerica Partners Variable Funds — Small Core		3,719,996
		Total Investments — 100.0% (Cost $32,363,802)		26,578,300
		Liabilities less other assets — (0.0)%*		(4,666	)
		Net Assets — 100.0%	$	26,573,634

The aggregate cost of investments for federal income tax purposes at June 30, 2009 is $32,363,802.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	362,978
Gross unrealized depreciation		(6,148,480	)
Net unrealized depreciation	$	(5,785,502	)

* Amount rounds to less than (0.05)%.

See notes to financial statements.

9

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
PORTFOLIO COMPOSTION

June 30, 2009
(Unaudited)

The following charts summarize the portfolio composition of each Subaccount by asset type.

Short Horizon
Money Market Fund	1.0	%
Fixed Income Funds	88.7
Domestic Equity Funds	8.2
International Equity Fund	2.1
Liabilities less other assets	(0.0	)*
	100.0	%
Intermediate Horizon
Money Market Fund	1.8	%
Fixed Income Funds	46.6
Domestic Equity Funds	39.1
International Equity Fund	12.5
Liabilities less other assets	(0.0	)*
	100.0	%
Intermediate/Long Horizon
Money Market Fund	1.2	%
Fixed Income Funds	27.6
Domestic Equity Funds	52.6
International Equity Fund	18.6
Liabilities less other assets	(0.0	)*
	100.0	%

* Amount rounds to less than (0.05)%.

See notes to financial statements.

10

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. Organization

Transamerica Asset Allocation Variable Funds (the “Separate Account”), a separate account of Transamerica Financial Life Insurance Company (“TFLIC”), is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a management investment company. The Separate Account is composed of three different subaccounts that are, in effect, separate investment funds: Transamerica Asset Allocation — Short Horizon Subaccount (“Short Horizon”), Transamerica Asset Allocation — Intermediate Horizon Subaccount (“Intermediate Horizon”), and Transamerica Asset Allocation — Intermediate/Long Horizon Subaccount (“Intermediate/Long Horizon”) (individually, a “Subaccount” and collectively, the “Subaccounts”). The Separate Account established and designated each of the Subaccounts as separate subaccounts on April 15, 1996 and commenced operations on January 2, 1997. Each Subaccount seeks to achieve its investment objective by investing all of its investable assets among certain Transamerica Partners Variable Funds (“TPVF”). TPVF is a separate investment account offering thirteen subaccounts, each with a different investment objective. Certain TPVF subaccounts seek to achieve their investment objective by investing all of their investable assets in the Transamerica Partners Portfolios (“Portfolios”). TPVF operates as a unit investment trust under the 1940 Act and commenced operations on August 18, 1994. The financial statements of the Portfolios accompany this report.

2. Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Separate Account in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America.

     A. Investment Valuation:

The value of each Subaccount’s investment in a corresponding subaccount of TPVF is valued at the unit value per share determined as of the close of the New York Stock Exchange (typically, 4:00 P.M. Eastern time) on the valuation date.

The Subaccounts are subject to the provisions of Financial Accounting Standards Board (“FASB”) Standard No. 157, “Fair Value Measurements” (“FAS 157”) which is designed to unify guidance for the measurement of fair value of all types of assets, including financial instruments, and certain liabilities, throughout a number of accounting standards. FAS 157 also establishes a hierarchy for measuring fair value in generally accepted accounting principals and expands financial statement disclosures about fair value measurements that are relevant to mutual funds.

Various inputs are used in determining the value of each Subaccount’s investments. These inputs are summarized in the three broad levels listed below:

Level 1 — Quoted prices in active markets for identical securities.

Level 2 — Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — Significant unobservable inputs (including the Subaccount’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not an indication of the risks associated with investing in those securities.

11

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

The following is a summary of fair valuations according to the inputs used to value the Subaccounts’ net assets as of June 30, 2009.

Short Horizon:

Investment Companies	Level 1		Level 2		Level 3		Total
Money Market Fund	$	—	$	90,453	$	—	$	90,453
Fixed Income Funds		—		8,374,454		—		8,374,454
Domestic Equity Funds		—		772,864		—		772,864
International Equity Fund		—		202,162		—		202,162
Total	$	—	$	9,439,933	$	—	$	9,439,933

Intermediate Horizon:

Investment Companies	Level 1		Level 2		Level 3		Total
Money Market Fund	$	—	$	399,715	$	—	$	399,715
Fixed Income Funds		—		10,138,988		—		10,138,988
Domestic Equity Funds		—		8,489,156		—		8,489,156
International Equity Fund		—		2,708,498		—		2,708,498
Total	$	—	$	21,736,357	$	—	$	21,736,357

Intermediate/Long Horizon:

Investment Companies	Level 1		Level 2		Level 3		Total
Money Market Fund	$	—	$	326,500	$	—	$	326,500
Fixed Income Funds		—		7,344,517		—		7,344,517
Domestic Equity Funds		—		13,973,981		—		13,973,981
International Equity Fund		—		4,933,302		—		4,933,302
Total	$	—	$	26,578,300	$	—	$	26,578,300

     B. Operating Expenses:

The Separate Account accounts separately for the assets, liabilities and operations of each Subaccount. Each Subaccount will indirectly bear its share of fees and expenses incurred by TPVF. These expenses are not reflected in the expenses in the Statement of Operations and are not included in the ratios to average net assets shown in the financial highlights.

     C. Federal Income Taxes:

The operations of the Separate Account form a part of, and are taxed with, the operations of TFLIC, a wholly-owned subsidiary of AEGON USA, LLC (“AEGON USA”). AEGON USA is 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

12

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

(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 group. TFLIC does not expect, based upon current tax law, to incur any income tax upon the earnings or realized capital gains attributable to the Separate Account. Based upon this expectation, no charges are currently being deducted from the Separate Account for federal income tax purposes.

     D. Other:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

3. Fees and Transactions with Affiliates

The Separate Account has entered into an Investment Advisory Agreement with Transamerica Asset Management, Inc. (the “Advisor” or “TAM”). TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) (“Western Reserve”) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly-owned subsidiaries of AEGON NV. AUSA is wholly-owned by AEGON USA. The Advisor provides general investment advice to each Subaccount. For providing these services and facilities and for bearing the related expenses, the Advisor receives a monthly fee from each Subaccount at an annual rate equal to 0.20% of the average daily net assets of each Subaccount.

In addition, TFLIC deducts a mortality and expense risk charge at an annual rate equivalent to 1.10% of the average daily net assets from TPVF. TFLIC reserves the right to charge maximum fees of 1.25% upon notice.

TFLIC bears sales distribution expenses and any other expenses in excess of the mortality and expense risk charge. TFLIC reserves the right to deduct an annual contract charge from a participant’s account to reimburse TFLIC for administrative expenses relating to the maintenance of the group variable annuity contracts. TFLIC has no present intention to impose such a charge but may do so in the future. Any such annual charge will not exceed $50.

Certain managing board members and officers of the Separate Account are also directors, officers or employees of the Advisor or its affiliates. None of the non-independent managing board members so affiliated receive compensation for services as managing board members of the Separate Account. Similarly, none of the Separate Account’s officers receive compensation from the Subaccounts. The independent board members are also trustees of the Portfolios for which they receive fees.

Each eligible independent board member may elect participation in a non-qualified deferred compensation plan (“the Plan”). Under the Plan, such board members may defer payment of all or a portion of their total fees earned as a Separate Account board member. Each board member who is a participant in the Plan may elect that the earnings, gains or losses credited to his/her deferred fee amounts be determined based on a deemed investment in investment options in Transamerica Partners Institutional Funds Group, Transamerica Institutional Asset Allocation Funds, Class A shares of any series of Transamerica Funds and/or funds of Transamerica Investors, Inc.

13

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

4. Purchases and Sales of Investments

The aggregate cost of investments purchased and proceeds from sales for the period ended June 30, 2009 were as follows:

	Cost of		Proceeds
	Purchases		from Sales
Short Horizon	$	1,080,584	$	1,701,968
Intermediate Horizon		4,605,253		5,931,870
Intermediate/Long Horizon		13,077,262		21,187,835

5. Concentrations and Indemnifications

From time to time, the Subaccounts may have a concentration of several contractholders holding a significant percentage of units outstanding. Investment activities of these contractholders could have a material impact on the Subaccounts.

In the normal course of business, the Subaccounts enter into contracts that contain a variety of representations and warranties which provide general indemnifications. The Subaccounts’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Subaccounts that have not yet occurred. However, based on experience, the Subaccounts expect the risk of loss to be remote.

6. Financial Highlights

For an accumulation unit outstanding throughout the period/year:

			Income (Loss) from																Ratios to Average
			Investment Operations																Net Assets
	Unit		Net			Net Realized			Total			Unit					Net					Net
For the	Value,		Investment			and Unrealized			Income (Loss)			Value,					Assets,					Investment
Period/Year	Beginning of		Income			Gains (Losses)			from Investment			End of		Total			End of					Income			Portfolio
Ended	Period/Year		(Loss)(a)			on Investments			Operations			Period/Year		Return			Period/Year		Expenses			(Loss)			Turnover
Short Horizon
06/30/2009	$	14.66	$	(0.01	)	$	1.00		$	0.99		$	15.65		6.75	%	$	9,438,290		0.20	%*		(0.20	)%*		12	%
12/31/2008		16.28		(0.03	)		(1.59	)		(1.62	)		14.66		(9.95	)		9,450,135		0.20			(0.20	)		125
12/31/2007		15.59		(0.03	)		0.72			0.69			16.28		4.43			11,096,901		0.20			(0.20	)		55
12/31/2006		14.91		(0.03	)		0.71			0.68			15.59		4.56			10,204,912		0.20			(0.20	)		86
12/31/2005		14.68		(0.03	)		0.26			0.23			14.91		1.57			11,574,072		0.20			(0.20	)		46
12/31/2004		14.14		(0.03	)		0.57			0.54			14.68		3.82			10,191,299		0.20			(0.20	)		50
Intermediate Horizon
06/30/2009		13.46		(0.01	)		0.74			0.73			14.19		5.42			21,732,553		0.20	*		(0.20	)*		22
12/31/2008		18.16		(0.03	)		(4.67	)		(4.70	)		13.46		(25.88	)		21,989,907		0.20			(0.20	)		111
12/31/2007		17.44		(0.04	)		0.76			0.72			18.16		4.13			32,583,363		0.20			(0.20	)		18
12/31/2006		16.11		(0.03	)		1.36			1.33			17.44		8.26			29,956,207		0.20			(0.20	)		55
12/31/2005		15.50		(0.03	)		0.64			0.61			16.11		3.94			29,281,323		0.20			(0.20	)		29
12/31/2004		14.52		(0.03	)		1.01			0.98			15.50		6.75			28,720,023		0.20			(0.20	)		28
Intermediate/Long Horizon
06/30/2009		12.89		(0.01	)		0.58			0.57			13.46		4.42			26,573,634		0.20	*		(0.20	)*		44
12/31/2008		19.30		(0.03	)		(6.38	)		(6.41	)		12.89		(33.21	)		33,452,764		0.20			(0.20	)		105
12/31/2007		18.56		(0.04	)		0.78			0.74			19.30		3.99			52,703,674		0.20			(0.20	)		21
12/31/2006		16.87		(0.03	)		1.72			1.69			18.56		10.02			47,293,477		0.20			(0.20	)		63
12/31/2005		16.06		(0.03	)		0.84			0.81			16.87		5.04			45,441,180		0.20			(0.20	)		25
12/31/2004		14.83		(0.03	)		1.26			1.23			16.06		8.29			40,122,473		0.20			(0.20	)		34

(a)	Calculated based upon average units outstanding.
*	Annualized.

14

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
INVESTMENT ADVISORY AGREEMENT — CONTRACT RENEWAL

June 30, 2009
(Unaudited)

At a meeting of the Board of Trustees of Transamerica Asset Allocation Variable Funds (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Asset Allocation — Short Horizon Subaccount (the “Fund”) and Transamerica Asset Management, Inc. (“TAM”), to determine whether the agreement should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement would enable shareholders of the Fund to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Fund shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM such information as they deemed reasonably necessary to evaluate the agreement. The Trustees also carefully considered information they had previously received from TAM as part of their regular oversight of the Fund, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory Agreement, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. They based their decision on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decision:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM to the Fund in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed TAM’s investment approach for the Fund. The Board concluded that TAM is capable of providing high quality services to the Fund, as indicated by the nature and quality of services provided in the past by TAM for this Fund and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM, and the professional qualifications of the portfolio management team of TAM. The Trustees determined that TAM can provide investment and related services that are appropriate in scope and extent in light of the Fund’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Fund.  The Board examined the short and longer-term performance of the Fund, including relative performance against a peer universe of comparable asset allocation funds as prepared by Lipper for various trailing periods ended December 31, 2008. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM, the Board concluded that TAM is capable of generating a level of investment performance that is appropriate in light of the Fund’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Fund and to Transamerica Asset Allocation Variable Funds as a whole by TAM and its affiliates. The Board reviewed the management fee for the Fund. Based on their review, the Trustees determined that the management fee of the Fund generally is appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Fund and TAM and its affiliates. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Fund grows.  The Trustees considered the economies of scale with respect to the management of the Fund,

15

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
INVESTMENT ADVISORY AGREEMENT — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

whether the Fund had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Fund has achieved economies of scale, and the appropriateness of management fees payable to TAM, in the future.

Benefits to TAM and its affiliates from their relationship with the Fund.  The Board concluded that other benefits anticipated to be derived by TAM and its affiliates from their relationships with the Fund are expected to be consistent with industry practice and the best interests of the Fund and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Fund.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Fund in a professional manner that is consistent with the best interests of the Fund and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Fund, reflected by TAM’s expense limitation and fee waiver arrangements with the Fund, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement, including the fees payable thereunder, was fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement for the Fund.

At a meeting of the Board of Trustees of Transamerica Asset Allocation Variable Funds (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Asset Allocation - Intermediate Horizon Subaccount (the “Fund”) and Transamerica Asset Management, Inc. (“TAM”), to determine whether the agreement should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement would enable shareholders of the Fund to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Fund shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM such information as they deemed reasonably necessary to evaluate the agreement. The Trustees also carefully considered information they had previously received from TAM as part of their regular oversight of the Fund, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory Agreement, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. They based their decision on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decision:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM to the Fund in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed TAM’s investment approach for the Fund. The Board concluded that TAM is capable of providing high quality services to the Fund, as indicated by the nature and quality of services

16

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
INVESTMENT ADVISORY AGREEMENT — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

provided in the past by TAM for this Fund and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM, and the professional qualifications of the portfolio management team of TAM. The Trustees determined that TAM can provide investment and related services that are appropriate in scope and extent in light of the Fund’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Fund.  The Board examined the short and longer-term performance of the Fund, including relative performance against a peer universe of comparable asset allocation funds as prepared by Lipper for various trailing periods ended December 31, 2008. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM, the Board concluded that TAM is capable of generating a level of investment performance that is appropriate in light of the Fund’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Fund and to Transamerica Asset Allocation Variable Funds as a whole by TAM and its affiliates. The Board reviewed the management fee for the Fund. Based on their review, the Trustees determined that the management fee of the Fund generally is appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Fund and TAM and its affiliates. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Fund grows.  The Trustees considered the economies of scale with respect to the management of the Fund, whether the Fund had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Fund has achieved economies of scale, and the appropriateness of management fees payable to TAM, in the future.

Benefits to TAM and its affiliates from their relationship with the Fund.  The Board concluded that other benefits anticipated to be derived by TAM and its affiliates from their relationships with the Fund are expected to be consistent with industry practice and the best interests of the Fund and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Fund.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Fund in a professional manner that is consistent with the best interests of the Fund and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Fund, reflected by TAM’s expense limitation and fee waiver arrangements with the Fund, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement, including the fees payable thereunder, was fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement for the Fund.

17

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
INVESTMENT ADVISORY AGREEMENT — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

At a meeting of the Board of Trustees of Transamerica Asset Allocation Variable Funds (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Asset Allocation - Intermediate/Long Horizon Subaccount (the “Fund”) and Transamerica Asset Management, Inc. (“TAM”), to determine whether the agreement should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement would enable shareholders of the Fund to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Fund shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM such information as they deemed reasonably necessary to evaluate the agreement. The Trustees also carefully considered information they had previously received from TAM as part of their regular oversight of the Fund, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory Agreement, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. They based their decision on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decision:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM to the Fund in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed TAM’s investment approach for the Fund. The Board concluded that TAM is capable of providing high quality services to the Fund, as indicated by the nature and quality of services provided in the past by TAM for this Fund and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM, and the professional qualifications of the portfolio management team of TAM. The Trustees determined that TAM can provide investment and related services that are appropriate in scope and extent in light of the Fund’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Fund.  The Board examined the short and longer-term performance of the Fund, including relative performance against a peer universe of comparable asset allocation funds as prepared by Lipper for various trailing periods ended December 31, 2008. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM, the Board concluded that TAM is capable of generating a level of investment performance that is appropriate in light of the Fund’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Fund and to Transamerica Asset Allocation Variable Funds as a whole by TAM and its affiliates. The Board reviewed the management fee for the Fund. Based on their review, the Trustees determined that the management fee of the Fund generally is appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Fund and TAM and its affiliates. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Fund grows.  The Trustees considered the economies of scale with respect to the management of the Fund,

18

TRANSAMERICA ASSET ALLOCATION VARIABLE FUNDS
INVESTMENT ADVISORY AGREEMENT — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

whether the Fund had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Fund has achieved economies of scale, and the appropriateness of management fees payable to TAM, in the future.

Benefits to TAM and its affiliates from their relationship with the Fund.  The Board concluded that other benefits anticipated to be derived by TAM and its affiliates from their relationships with the Fund are expected to be consistent with industry practice and the best interests of the Fund and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Fund.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Fund in a professional manner that is consistent with the best interests of the Fund and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Fund, reflected by TAM’s expense limitation and fee waiver arrangements with the Fund, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement, including the fees payable thereunder, was fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement for the Fund.

19

Transamerica Partners Portfolios

I

TRANSAMERICA PARTNERS PORTFOLIOS
MONEY MARKET
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	1,233,598,296
Repurchase agreements (cost equals market value)		28,836,884
Cash at broker		—
Foreign currency holdings, at value		—
Receivable for securities sold		—
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		—
Swap contracts, at value		—
Variation margin receivable		—
Interest receivable		2,163,592
Dividends receivable		—
Foreign tax reclaim receivable		—
Receivable from Advisor		—
Receivable from securities lending (net)		—
Total assets		1,264,598,772
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		30,848,153
Securities sold short, at value		—
Written options, at value		—
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		—
Variation margin payable		—
Accrued investment advisory fees		274,444
Accrued expenses		58,050
Total liabilities		31,180,647
Net assets	$	1,233,418,125
Securities, at cost	$	1,233,598,296

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	5,761,524
Securities lending income (net)		—
Dividend income		—
Less: foreign withholding taxes		—
Total income		5,761,524
Expenses (Note 2):
Investment advisory fees		1,603,333
Custody fees		53,736
Audit fees		13,987
Legal fees		26,888
Reports to shareholders		8,819
Other fees		25,712
Total expenses		1,732,475
Expenses reimbursed by the Advisor		—
Net expenses		1,732,475
Net investment income (loss)		4,029,049
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		39,491
Swap contracts		—
Futures		—
Written options		—
Foreign currency transactions		—
		39,491
Change in net unrealized appreciation (depreciation) on:
Securities		—
Futures		—
Written options		—
Short sales		—
Swap contracts		—
Foreign currency translations		—
		—
Net realized and unrealized gains (losses) on investments		39,491
Net increase (decrease) in net assets resulting from operations	$	4,068,540

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	4,029,049		$	29,394,341
Net realized gains (losses) on investments		39,491			(546,399	)
Change in net unrealized appreciation (depreciation) on investments		—			—
Net increase (decrease) in net assets resulting from operations		4,068,540			28,847,942
From transactions in investors’ beneficial interests:
Contributions		716,222,526			4,260,151,227
Withdrawals		(812,674,690	)		(4,013,993,525	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(96,452,164	)		246,157,702
Net increase (decrease) in net assets		(92,383,624	)		275,005,644
Net assets:
Beginning of period/year		1,325,801,749			1,050,796,105
End of period/year	$	1,233,418,125		$	1,325,801,749

See notes to financial statements.

1

TRANSAMERICA PARTNERS PORTFOLIOS
HIGH QUALITY BOND
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	394,501,962
Repurchase agreements (cost equals market value)		4,604,867
Cash at broker		—
Foreign currency holdings, at value		—
Receivable for securities sold		—
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		—
Swap contracts, at value		—
Variation margin receivable		—
Interest receivable		2,393,516
Dividends receivable		—
Foreign tax reclaim receivable		—
Receivable from Advisor		—
Receivable from securities lending (net)		—
Total assets		401,500,345
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		—
Securities sold short, at value		—
Written options, at value		—
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		—
Variation margin payable		—
Accrued investment advisory fees		122,531
Accrued expenses		59,511
Total liabilities		182,042
Net assets	$	401,318,303
Securities, at cost	$	396,574,548

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	8,807,928
Securities lending income (net)		16,755
Dividend income		—
Less: foreign withholding taxes		—
Total income		8,824,683
Expenses (Note 2):
Investment advisory fees		692,322
Custody fees		37,197
Audit fees		15,057
Legal fees		6,185
Reports to shareholders		2,877
Other fees		8,296
Total expenses		761,934
Expenses reimbursed by the Advisor		—
Net expenses		761,934
Net investment income (loss)		8,062,749
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(3,105,334	)
Swap contracts		—
Futures		—
Written options		—
Foreign currency transactions		—
		(3,105,334	)
Change in net unrealized appreciation (depreciation) on:
Securities		16,546,707
Futures		—
Written options		—
Short sales		—
Swap contracts		—
Foreign currency translations		—
		16,546,707
Net realized and unrealized gains (losses) on investments		13,441,373
Net increase (decrease) in net assets resulting from operations	$	21,504,122

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	8,062,749		$	22,266,407
Net realized gains (losses) on investments		(3,105,334	)		3,031,998
Change in net unrealized appreciation (depreciation) on investments		16,546,707			(20,430,574	)
Net increase (decrease) in net assets resulting from operations		21,504,122			4,867,831
From transactions in investors’ beneficial interests:
Contributions		81,284,104			202,813,678
Withdrawals		(122,701,426	)		(619,741,245	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(41,417,322	)		(416,927,567	)
Net increase (decrease) in net assets		(19,913,200	)		(412,059,736	)
Net assets:
Beginning of period/year		421,231,503			833,291,239
End of period/year	$	401,318,303		$	421,231,503

See notes to financial statements.

2

TRANSAMERICA PARTNERS PORTFOLIOS
INFLATION-PROTECTED SECURITIES
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	330,637,349
Repurchase agreements (cost equals market value)		24,097,428
Cash at broker		—
Foreign currency holdings, at value (cost $17,058)		17,025
Receivable for securities sold		5,555,404
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		80,168
Swap contracts, at value		332,816
Variation margin receivable		—
Interest receivable		2,863,598
Dividends receivable		—
Foreign tax reclaim receivable		—
Receivable from Advisor		—
Receivable from securities lending (net)		—
Total assets		363,583,788
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		—
Securities sold short, at value		—
Written options, at value ($1,480,290)		1,470,294
Swap contracts, at value		238,969
Unrealized depreciation on foreign currency forward contracts (Note 8)		3,470
Variation margin payable		38,611
Accrued investment advisory fees		112,029
Accrued expenses		45,904
Total liabilities		1,909,277
Net assets	$	361,674,511
Securities, at cost	$	333,418,262

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	15,567
Securities lending income (net)		—
Dividend income		—
Less: foreign withholding taxes		—
Total income		15,567
Expenses (Note 2):
Investment advisory fees		638,008
Custody fees		31,035
Audit fees		15,057
Legal fees		8,284
Reports to shareholders		2,721
Other fees		7,871
Total expenses		702,976
Expenses reimbursed by the Advisor		—
Net expenses		702,976
Net investment income (loss)		(687,409	)
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(1,329,793	)
Swap contracts		(49,656	)
Futures		(704,889	)
Written options		24,207
Foreign currency transactions		(37,344	)
		(2,097,475	)
Change in net unrealized appreciation (depreciation) on:
Securities		18,192,299
Futures		578,686
Written options		9,996
Short sales		—
Swap contracts		93,847
Foreign currency translations		77,410
		18,952,238
Net realized and unrealized gains (losses) on investments		16,854,763
Net increase (decrease) in net assets resulting from operations	$	16,167,354

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	(687,409	)	$	23,136,350
Net realized gains (losses) on investments		(2,097,475	)		(10,343,716	)
Change in net unrealized appreciation (depreciation) on investments		18,952,238			(28,629,135	)
Net increase (decrease) in net assets resulting from operations		16,167,354			(15,836,501	)
From transactions in investors’ beneficial interests:
Contributions		40,149,348			509,258,026
Withdrawals		(83,840,065	)		(253,237,047	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(43,690,717	)		256,020,979
Net increase (decrease) in net assets		(27,523,363	)		240,184,478
Net assets:
Beginning of period/year		389,197,874			149,013,396
End of period/year	$	361,674,511		$	389,197,874

See notes to financial statements.

3

TRANSAMERICA PARTNERS PORTFOLIOS
CORE BOND
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	1,776,954,261
Repurchase agreements (cost equals market value)		99,090,576
Cash at broker		—
Foreign currency holdings, at value (cost $94,260)		93,706
Receivable for securities sold		808,271,242
Receivable for principal paydowns		266,150
Unrealized appreciation on foreign currency forward contracts (Note 8)		—
Swap contracts, at value		12,420,074
Variation margin receivable		—
Interest receivable		11,511,241
Dividends receivable		—
Foreign tax reclaim receivable		—
Receivable from Advisor		—
Receivable from securities lending (net)		—
Total assets		2,708,607,250
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		929,277,572
Securities sold short, at value (proceeds $267,456,508)		267,965,436
Written options, at value (premium $29,682,250)		30,456,348
Swap contracts, at value		5,729,546
Unrealized depreciation on foreign currency forward contracts (Note 8)		430,511
Variation margin payable		330,078
Accrued investment advisory fees		454,565
Accrued expenses		156,758
Total liabilities		1,234,800,814
Net assets	$	1,473,806,436
Securities, at cost	$	1,831,294,844

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	39,367,460
Securities lending income (net)		6,728
Dividend income		—
Less: foreign withholding taxes		—
Total income		39,374,188
Expenses (Note 2):
Investment advisory fees		2,637,208
Custody fees		144,275
Audit fees		16,727
Legal fees		25,594
Reports to shareholders		11,357
Other fees		32,747
Total expenses		2,867,908
Expenses reimbursed by the Advisor		—
Net expenses		2,867,908
Net investment income (loss)		36,506,280
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(57,989,946	)
Swap contracts		15,758,712
Futures		1,688,122
Written options		190,265
Foreign currency transactions		481,001
		(39,871,846	)
Change in net unrealized appreciation (depreciation) on:
Securities		93,160,131
Futures		(1,293,227	)
Written options		4,776,945
Short sales		1,476,568
Swap contracts		(13,190,301	)
Foreign currency translations		(541,152	)
		84,388,964
Net realized and unrealized gains (losses) on investments		44,517,118
Net increase (decrease) in net assets resulting from operations	$	81,023,398

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	36,506,280		$	99,859,649
Net realized gains (losses) on investments		(39,871,846	)		32,472,517
Change in net unrealized appreciation (depreciation) on investments		84,388,964			(171,050,113	)
Net increase (decrease) in net assets resulting from operations		81,023,398			(38,717,947	)
From transactions in investors’ beneficial interests:
Contributions		150,037,359			611,898,545
Withdrawals		(424,567,006	)		(1,154,747,429	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(274,529,647	)		(542,848,884	)
Net increase (decrease) in net assets		(193,506,249	)		(581,566,831	)
Net assets:
Beginning of period/year		1,667,312,685			2,248,879,516
End of period/year	$	1,473,806,436		$	1,667,312,685

See notes to financial statements.

4

TRANSAMERICA PARTNERS PORTFOLIOS
TOTAL RETURN BOND
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	275,668,544
Repurchase agreements (cost equals market value)		1,416,448
Cash at broker		1,992,027
Foreign currency holdings, at value		—
Receivable for securities sold		2,224,151
Receivable for principal paydowns		98,824
Unrealized appreciation on foreign currency forward contracts (Note 8)		187,369
Swap contracts, at value		—
Variation margin receivable		—
Interest receivable		2,780,690
Dividends receivable		—
Foreign tax reclaim receivable		—
Receivable from Advisor		2,847
Receivable from securities lending (net)		—
Total assets		284,370,900
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Payable for written options		—
Collateral for securities out on loan		—
Payable for securities and options purchased		26,732,552
Securities sold short, at value		—
Written options, at value (premium $162,219)		73,081
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		283,451
Variation margin payable		342,229
Accrued investment advisory fees		81,430
Accrued expenses		61,075
Total liabilities		27,573,818
Net assets	$	256,797,082
Securities, at cost	$	327,448,615

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	8,283,308
Securities lending income (net)		448
Dividend income		9,255
Less: foreign withholding taxes		—
Total income		8,293,011
Expenses (Note 2):
Investment advisory fees		465,591
Custody fees		54,127
Audit fees		16,749
Legal fees		4,669
Reports to shareholders		2,051
Other fees		5,906
Total expenses		549,093
Expenses reimbursed by the Advisor		(16,989	)
Net expenses		532,104
Net investment income (loss)		7,760,907
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(1,787,815	)
Swap contracts		—
Futures		(2,064,286	)
Written options		720,011
Foreign currency transactions		224,203
		(2,907,887	)
Change in net unrealized appreciation (depreciation) on:
Securities		14,140,283
Futures		(1,421,448	)
Written options		1,131,764
Short sales		—
Swap contracts		—
Foreign currency translations		(197,574	)
		13,653,025
Net realized and unrealized gains (losses) on investments		10,745,138
Net increase (decrease) in net assets
resulting from operations	$	18,506,045

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	7,760,907		$	19,128,952
Net realized gains (losses) on investments		(2,907,887	)		4,762,016
Change in net unrealized appreciation (depreciation) on investments		13,653,025			(59,224,787	)
Net increase (decrease) in net assets resulting from operations		18,506,045			(35,333,819	)
From transactions in investors’ beneficial interests:
Contributions		36,555,972			156,252,922
Withdrawals		(98,677,935	)		(210,793,599	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(62,121,963	)		(54,540,677	)
Net increase (decrease) in net assets		(43,615,918	)		(89,874,496	)
Net assets:
Beginning of period/year		300,413,000			390,287,496
End of period/year	$	256,797,082		$	300,413,000

See notes to financial statements.

5

TRANSAMERICA PARTNERS PORTFOLIOS
HIGH YIELD BOND
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	520,856,700
Repurchase agreements (cost equals market value)		2,968,343
Cash at broker		—
Foreign currency holdings, at value		—
Receivable for securities sold		8,866,563
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		—
Swap contracts, at value		—
Variation margin receivable		—
Interest receivable		12,064,686
Dividends receivable		—
Foreign tax reclaim receivable		—
Receivable from Advisor		—
Receivable from securities lending (net)		—
Total assets		544,756,292
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		14,428,957
Securities sold short, at value		—
Written options, at value		—
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		—
Variation margin payable		—
Accrued investment advisory fees		258,007
Accrued expenses		59,899
Total liabilities		14,746,863
Net assets	$	530,009,429
Securities, at cost	$	598,662,753

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	27,366,884
Securities lending income (net)		—
Dividend income		84,155
Less: foreign withholding taxes		—
Total income		27,451,039
Expenses (Note 2):
Investment advisory fees		1,286,725
Custody fees		46,965
Audit fees		15,057
Legal fees		7,124
Reports to shareholders		2,930
Other fees		10,300
Total expenses		1,369,101
Expenses reimbursed by the Advisor		—
Net expenses		1,369,101
Net investment income (loss)		26,081,938
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(24,421,613	)
Swap contracts		—
Futures		—
Written options		—
Foreign currency transactions		—
		(24,421,613	)
Change in net unrealized appreciation (depreciation) on:
Securities		122,526,809
Futures		—
Written options		—
Short sales		—
Swap contracts		—
Foreign currency translations		—
		122,526,809
Net realized and unrealized gains (losses) on investments		98,105,196
Net increase (decrease) in net assets resulting from operations	$	124,187,134

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	26,081,938		$	52,310,795
Net realized gains (losses) on investments		(24,421,613	)		(47,659,274	)
Change in net unrealized appreciation (depreciation) on investments		122,526,809			(177,504,943	)
Net increase (decrease) in net assets resulting from operations		124,187,134			(172,853,422	)
From transactions in investors’ beneficial interests:
Contributions		52,905,257			263,465,864
Withdrawals		(86,946,416	)		(189,476,006	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(34,041,159	)		73,989,858
Net increase (decrease) in net assets		90,145,975			(98,863,564	)
Net assets:
Beginning of period/year		439,863,454			538,727,018
End of period/year	$	530,009,429		$	439,863,454

See notes to financial statements.

6

TRANSAMERICA PARTNERS PORTFOLIOS
BALANCED
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	146,608,307
Repurchase agreements (cost equals market value)		8,313,730
Cash at broker		800,004
Foreign currency holdings, at value		—
Receivable for securities sold		3,114,576
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		104,927
Swap contracts, at value		—
Variation margin receivable		214
Interest receivable		724,790
Dividends receivable		92,537
Foreign tax reclaim receivable		56
Receivable from Advisor		8,520
Receivable from securities lending (net)		—
Total assets		159,767,661
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Payable for written options		—
Foreign currency holdings, at value		—
Payable for securities and options purchased		11,720,239
Securities sold short, at value		—
Written options, at value (premium $29,076)		36,044
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		127,207
Variation margin payable		84,049
Accrued investment advisory fees		58,577
Accrued expenses		84,564
Total liabilities		12,110,680
Net assets	$	147,656,981
Securities, at cost	$	178,043,923

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	1,758,751
Securities lending income (net)		2,250
Dividend income		1,144,645
Less: foreign withholding taxes		(2,134	)
Total income		2,903,512
Expenses (Note 2):
Investment advisory fees		323,533
Custody fees		67,972
Audit fees		15,642
Legal fees		2,099
Reports to shareholders		1,803
Other fees		3,228
Total expenses		414,277
Expenses reimbursed by the Advisor		(54,796	)
Net expenses		359,481
Net investment income (loss)		2,544,031
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(15,600,161	)
Swap contracts		—
Futures		(253,910	)
Written options		177,470
Foreign currency transactions		167,557
		(15,509,044	)
Change in net unrealized appreciation (depreciation) on:
Securities		19,830,872
Futures		(558,074	)
Written options		273,128
Short sales		—
Swap contracts		—
Foreign currency translations		(121,345	)
		19,424,581
Net realized and unrealized gains (losses) on investments		3,915,537
Net increase (decrease) in net assets resulting from operations	$	6,459,568

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	2,544,031		$	8,396,624
Net realized gains (losses) on investments		(15,509,044	)		(18,537,242	)
Change in net unrealized appreciation (depreciation) on investments		19,424,581			(61,189,120	)
Net increase (decrease) in net assets resulting from operations		6,459,568			(71,329,738	)
From transactions in investors’ beneficial interests:
Contributions		7,970,551			40,381,517
Withdrawals		(35,703,248	)		(118,756,852	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(27,732,697	)		(78,375,335	)
Net increase (decrease) in net assets		(21,273,129	)		(149,705,073	)
Net assets:
Beginning of period/year		168,930,110			318,635,183
End of period/year	$	147,656,981		$	168,930,110

See notes to financial statements.

7

TRANSAMERICA PARTNERS PORTFOLIOS
LARGE VALUE
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	1,177,918,647
Repurchase agreements (cost equals market value)		26,800,488
Cash at broker		—
Foreign currency holdings, at value		—
Receivable for securities sold		17,272,187
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		—
Swap contracts, at value		—
Variation margin receivable		—
Interest receivable		—
Dividends receivable		1,261,009
Foreign tax reclaim receivable		1,552
Receivable from Advisor		—
Receivable from securities lending (net)		—
Total assets		1,223,253,883
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		21,546,883
Securities sold short, at value		—
Written options, at value		—
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		—
Variation margin payable		—
Accrued investment advisory fees		484,717
Accrued expenses		128,275
Total liabilities		22,159,875
Net assets	$	1,201,094,008
Securities, at cost	$	1,248,620,124

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	—
Securities lending income (net)		—
Dividend income		18,751,955
Less: foreign withholding taxes		(96,220	)
Total income		18,655,735
Expenses (Note 2):
Investment advisory fees		2,715,832
Custody fees		108,544
Audit fees		16,732
Legal fees		28,859
Reports to shareholders		15,519
Other fees		25,254
Total expenses		2,910,740
Expenses reimbursed by the Advisor		—
Net expenses		2,910,740
Net investment income (loss)		15,744,995
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(709,615,398	)
Swap contracts		—
Futures		—
Written options		—
Foreign currency transactions		—
		(709,615,398	)
Change in net unrealized appreciation (depreciation) on:
Securities Futures		630,455,358
Written options		—
Short sales		—
Swap contracts		—
Foreign currency translations		—
		630,455,358
Net realized and unrealized gains (losses) on investments		(79,160,040	)
Net increase (decrease) in net assets resulting from operations	$	(63,415,045	)

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	15,744,995		$	58,283,183
Net realized gains (losses) on investments		(709,615,398	)		(202,203,330	)
Change in net unrealized appreciation (depreciation) on investments		630,455,358			(1,044,249,653	)
Net increase (decrease) in net assets resulting from operations		(63,415,045	)		(1,188,169,800	)
From transactions in investors’ beneficial interests:
Contributions		81,374,359			536,264,110
Withdrawals		(267,835,453	)		(1,062,148,938	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(186,461,094	)		(525,884,828	)
Net increase (decrease) in net assets		(249,876,139	)		(1,714,054,628	)
Net assets:
Beginning of period/year		1,450,970,147			3,165,024,775
End of period/year	$	1,201,094,008		$	1,450,970,147

See notes to financial statements.

8

TRANSAMERICA PARTNERS PORTFOLIOS
VALUE
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	45,594,329
Repurchase agreements (cost equals market value)		883,119
Cash at broker		—
Foreign currency holdings, at value		—
Receivable for securities sold		—
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		—
Swap contracts, at value		—
Variation margin receivable		—
Interest receivable		—
Dividends receivable		104,471
Foreign tax reclaim receivable		—
Receivable from Advisor		2,311
Receivable from securities lending (net)		—
Total assets		46,584,230
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		182,037
Securities sold short, at value		—
Written options, at value		—
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		—
Variation margin payable		—
Accrued investment advisory fees		23,359
Accrued expenses		23,233
Total liabilities		228,629
Net assets	$	46,355,601
Securities, at cost	$	50,170,550

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	315
Securities lending income (net)		365
Dividend income		803,949
Less: foreign withholding taxes		—
Total income		804,629
Expenses (Note 2):
Investment advisory fees		128,630
Custody fees		7,357
Audit fees		16,749
Legal fees		924
Reports to shareholders		650
Other fees		1,059
Total expenses		155,369
Expenses reimbursed by the Advisor		(13,876	)
Net expenses		141,493
Net investment income (loss)		663,136
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(22,268,011	)
Swap contracts		—
Futures		—
Written options		—
Foreign currency transactions		—
		(22,268,011	)
Change in net unrealized appreciation (depreciation) on:
Securities		26,487,849
Futures		—
Written options		—
Short sales		—
Swap contracts		—
Foreign currency translations		—
		26,487,849
Net realized and unrealized gains (losses) on investments		4,219,838
Net increase (decrease) in net assets resulting from operations	$	4,882,974

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	663,136		$	2,674,426
Net realized gains (losses) on investments		(22,268,011	)		(56,111,388	)
Change in net unrealized appreciation (depreciation) on investments		26,487,849			(5,216,768	)
Net increase (decrease) in net assets resulting from operations		4,882,974			(58,653,730	)
From transactions in investors’ beneficial interests:
Contributions		9,497,318			49,620,283
Withdrawals		(28,728,255	)		(71,828,915	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(19,230,937	)		(22,208,632	)
Net increase (decrease) in net assets		(14,347,963	)		(80,862,362	)
Net assets:
Beginning of period/year		60,703,564			141,565,926
End of period/year	$	46,355,601		$	60,703,564

See notes to financial statements.

9

TRANSAMERICA PARTNERS PORTFOLIOS
LARGE CORE
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	246,431,650
Repurchase agreements (cost equals market value)		3,343,117
Cash at broker		—
Foreign currency holdings, at value		—
Receivable for securities sold		17,519,486
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		—
Swap contracts, at value		—
Variation margin receivable		—
Interest receivable		—
Dividends receivable		243,338
Foreign tax reclaim receivable		563
Receivable from Advisor		—
Receivable from securities lending (net)		—
Total assets		267,538,154
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		17,591,082
Securities sold short, at value		—
Written options, at value		—
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		—
Variation margin payable		1,950
Accrued investment advisory fees		132,487
Accrued expenses		85,270
Total liabilities		17,810,789
Net assets	$	249,727,365
Securities, at cost	$	274,841,081

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	—
Securities lending income (net)		7,195
Dividend income		2,750,476
Less: foreign withholding taxes		(3,722	)
Total income		2,753,949
Expenses (Note 2):
Investment advisory fees		720,394
Custody fees		486
Audit fees		15,639
Legal fees		2,953
Reports to shareholders		3,059
Other fees		5,503
Total expenses		748,034
Expenses reimbursed by the Advisor		—
Net expenses		748,034
Net investment income (loss)		2,005,915
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(52,119,901	)
Swap contracts		—
Futures		(8,056	)
Written options		—
Foreign currency transactions		212
		(52,127,745	)
Change in net unrealized appreciation (depreciation) on:
Securities		54,509,260
Futures		(37,921	)
Written options		—
Short sales		—
Swap contracts		—
Foreign currency translations		—
		54,471,339
Net realized and unrealized gains (losses) on investments		2,343,594
Net increase (decrease) in net assets
resulting from operations	$	4,349,509

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	2,005,915		$	6,019,563
Net realized gains (losses) on investments		(52,127,745	)		(72,555,667	)
Change in net unrealized appreciation (depreciation) on investments		54,471,339			(138,992,098	)
Net increase (decrease) in net assets resulting from operations		4,349,509			(205,528,202	)
From transactions in investors’ beneficial interests:
Contributions		15,837,451			90,488,196
Withdrawals		(52,233,576	)		(506,447,834	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(36,396,125	)		(415,959,638	)
Net increase (decrease) in net assets		(32,046,616	)		(621,487,840	)
Net assets:
Beginning of period/year		281,773,981			903,261,821
End of period/year	$	249,727,365		$	281,773,981

See notes to financial statements.

10

TRANSAMERICA PARTNERS PORTFOLIOS
LARGE GROWTH
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	1,085,089,774
Repurchase agreements (cost equals market value)		29,407,920
Cash at broker		—
Foreign currency holdings, at value (cost $2,912)		2,978
Receivable for securities sold		10,382,718
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		—
Swap contracts, at value		—
Variation margin receivable		—
Interest receivable		8
Dividends receivable		1,563,414
Foreign tax reclaim receivable		242,161
Receivable from Advisor		—
Receivable from securities lending (net)		—
Total assets		1,126,688,973
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		7,715,210
Securities sold short, at value		—
Written options, at value		—
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		—
Variation margin payable		—
Accrued investment advisory fees		616,177
Accrued expenses		138,240
Total liabilities		8,469,627
Net assets	$	1,118,219,346
Securities, at cost	$	1,130,608,991

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	4,929
Securities lending income (net)		89,743
Dividend income		9,873,406
Less: foreign withholding taxes		(23,102	)
Total income		9,944,976
Expenses (Note 2):
Investment advisory fees		3,247,286
Custody fees		90,293
Audit fees		16,727
Legal fees		17,697
Reports to shareholders		12,241
Other fees		19,530
Total expenses		3,403,774
Expenses reimbursed by the Advisor		(4,067	)
Net expenses		3,399,707
Net investment income (loss)		6,545,269
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(146,965,332	)
Swap contracts		—
Futures		—
Written options		—
Foreign currency transactions		718
		(146,964,614	)
Change in net unrealized appreciation (depreciation) on:
Securities		228,987,905
Futures		—
Written options		—
Short sales		—
Swap contracts		—
Foreign currency translations		66
		228,987,971
Net realized and unrealized gains (losses) on investments		82,023,357
Net increase (decrease) in net assets resulting from operations	$	88,568,626

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	6,545,269		$	16,251,364
Net realized gains (losses) on investments		(146,964,614	)		(312,720,453	)
Change in net unrealized appreciation (depreciation) on investments		228,987,971			(519,838,009	)
Net increase (decrease) in net assets resulting from operations		88,568,626			(816,307,098	)
From transactions in investors’ beneficial interests:
Contributions		66,266,342			359,020,573
Withdrawals		(167,398,375	)		(856,691,575	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(101,132,033	)		(497,671,002	)
Net increase (decrease) in net assets		(12,563,407	)		(1,313,978,100	)
Net assets:
Beginning of period/year		1,130,782,753			2,444,760,853
End of period/year	$	1,118,219,346		$	1,130,782,753

See notes to financial statements.

11

TRANSAMERICA PARTNERS PORTFOLIOS
GROWTH
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	182,672,389
Repurchase agreements (cost equals market value)		307,387
Cash at broker		—
Foreign currency holdings, at value		—
Receivable for securities sold		2,410,787
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		—
Swap contracts, at value		—
Variation margin receivable		—
Interest receivable		—
Dividends receivable		77,708
Foreign tax reclaim receivable		15,799
Receivable from Advisor		2,081
Receivable from securities lending (net)		—
Total assets		185,486,151
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		1,168,579
Securities sold short, at value		—
Written options, at value		—
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		—
Variation margin payable		—
Accrued investment advisory fees		128,902
Accrued expenses		45,247
Total liabilities		1,342,728
Net assets	$	184,143,423
Securities, at cost	$	176,242,010

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	—
Securities lending income (net)		7,510
Dividend income		892,075
Less: foreign withholding taxes		(6,503	)
Total income		893,082
Expenses (Note 2):
Investment advisory fees		677,428
Custody fees		22,988
Audit fees		14,518
Legal fees		2,891
Reports to shareholders		2,016
Other fees		3,594
Total expenses		723,435
Expenses reimbursed by the Advisor		(19,612	)
Net expenses		703,823
Net investment income (loss)		189,259
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(26,020,563	)
Swap contracts		—
Futures		—
Written options		—
Foreign currency transactions		—
		(26,020,563	)
Change in net unrealized appreciation (depreciation) on:
Securities		49,877,344
Futures		—
Written options		—
Short sales		—
Swap contracts		—
Foreign currency translations		—
		49,877,344
Net realized and unrealized gains (losses) on investments		23,856,781
Net increase (decrease) in net assets resulting from operations	$	24,046,040

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	189,259		$	48,215
Net realized gains (losses) on investments		(26,020,563	)		(68,303,731	)
Change in net unrealized appreciation (depreciation) on investments		49,877,344			(132,858,969	)
Net increase (decrease) in net assets resulting from operations		24,046,040			(201,114,485	)
From transactions in investors’ beneficial interests:
Contributions		14,733,171			100,062,106
Withdrawals		(37,163,596	)		(143,792,807	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(22,430,425	)		(43,730,701	)
Net increase (decrease) in net assets		1,615,615			(244,845,186	)
Net assets:
Beginning of period/year		182,527,808			427,372,994
End of period/year	$	184,143,423		$	182,527,808

See notes to financial statements.

12

TRANSAMERICA PARTNERS PORTFOLIOS
MID VALUE
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	641,855,442
Repurchase agreements (cost equals market value)		17,340,169
Cash at broker		—
Foreign currency holdings, at value		—
Receivable for securities sold		4,354,095
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		—
Swap contracts, at value		—
Variation margin receivable		—
Interest receivable		1,214
Dividends receivable		793,301
Foreign tax reclaim receivable		6,124
Receivable from Advisor		—
Receivable from securities lending (net)		—
Total assets		664,350,345
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		3,057,904
Securities sold short, at value		—
Written options, at value		—
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		—
Variation margin payable		—
Accrued investment advisory fees		392,642
Accrued expenses		86,733
Contingent liability (Note 6)		—
Total liabilities		3,537,279
Net assets	$	660,813,066
Securities, at cost	$	784,181,795

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	7,881
Securities lending income (net)		25,694
Dividend income		7,203,382
Less: foreign withholding taxes		(15,309	)
Total income		7,221,648
Expenses (Note 2):
Investment advisory fees		2,010,837
Custody fees		45,577
Audit fees		12,826
Legal fees		10,170
Reports to shareholders		6,717
Other fees		12,103
Total expenses		2,098,230
Expenses reimbursed by the Advisor		(274	)
Net expenses		2,097,956
Net investment income (loss)		5,123,692
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(128,017,058	)
Swap contracts		—
Futures		—
Written options		—
Foreign currency transactions		—
		(128,017,058	)
Change in net unrealized appreciation (depreciation) on:
Securities		163,898,265
Futures		—
Written options		—
Short sales		—
Swap contracts		—
Foreign currency translations		—
		163,898,265
Net realized and unrealized gains (losses) on investments		35,881,207
Net increase (decrease) in net assets resulting from operations	$	41,004,899

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	5,123,692		$	14,250,595
Net realized gains (losses) on investments		(128,017,058	)		(84,755,112	)
Change in net unrealized appreciation (depreciation) on investments		163,898,265			(307,127,354	)
Net increase (decrease) in net assets resulting from operations		41,004,899			(377,631,871	)
From transactions in investors’ beneficial interests:
Contributions		50,238,477			281,951,760
Withdrawals		(60,679,794	)		(262,247,615	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(10,441,317	)		19,704,145
Net increase (decrease) in net assets		30,563,582			(357,927,726	)
Net assets:
Beginning of period/year		630,249,484			988,177,210
End of period/year	$	660,813,066		$	630,249,484

See notes to financial statements.

13

TRANSAMERICA PARTNERS PORTFOLIOS
MID GROWTH
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	218,709,180
Repurchase agreements (cost equals market value)		5,939,419
Cash at broker		—
Foreign currency holdings, at value		—
Receivable for securities sold		—
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		—
Swap contracts, at value		—
Variation margin receivable		—
Interest receivable		—
Dividends receivable		24,011
Foreign tax reclaim receivable		—
Receivable from Advisor		1,008
Receivable from securities lending (net)		—
Total assets		224,673,618
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		1,149,696
Securities sold short, at value		—
Written options, at value		—
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		—
Variation margin payable		—
Accrued investment advisory fees		142,991
Accrued expenses		47,446
Total liabilities		1,340,133
Net assets	$	223,333,485
Securities, at cost	$	204,200,246

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	1,206
Securities lending income (net)		25,581
Dividend income		476,996
Less: foreign withholding taxes		(3,461	)
Total income		500,322
Expenses (Note 2):
Investment advisory fees		781,762
Custody fees		18,899
Audit fees		12,819
Legal fees		3,762
Reports to shareholders		2,508
Other fees		4,491
Total expenses		824,241
Expenses reimbursed by the Advisor		(9,965	)
Net expenses		814,276
Net investment income (loss)		(313,954	)
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(70,610,819	)
Swap contracts		—
Futures		—
Written options		—
Foreign currency transactions		—
		(70,610,819	)
Change in net unrealized appreciation (depreciation) on:
Securities		74,422,336
Futures		—
Written options		—
Short sales		—
Swap contracts		—
Foreign currency translations		—
		74,422,336
Net realized and unrealized gains (losses) on investments		3,811,517
Net increase (decrease) in net assets resulting from operations	$	3,497,563

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	(313,954	)	$	(58,309	)
Net realized gains (losses) on investments		(70,610,819	)		(28,806,028	)
Change in net unrealized appreciation (depreciation) on investments		74,422,336			(127,522,362	)
Net increase (decrease) in net assets resulting from operations		3,497,563			(156,386,699	)
From transactions in investors’ beneficial interests:
Contributions		16,328,699			152,813,962
Withdrawals		(25,458,680	)		(104,650,264	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(9,129,981	)		48,163,698
Net increase (decrease) in net assets		(5,632,418	)		(108,223,001	)
Net assets:
Beginning of period/year		228,965,903			337,188,904
End of period/year	$	223,333,485		$	228,965,903

See notes to financial statements.

14

TRANSAMERICA PARTNERS PORTFOLIOS
SMALL VALUE
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	135,389,136
Repurchase agreements (cost equals market value)		4,796,774
Cash at broker		—
Foreign currency holdings, at value		—
Receivable for securities sold		178,880
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		—
Swap contracts, at value		—
Variation margin receivable		—
Interest receivable		—
Dividends receivable		191,848
Foreign tax reclaim receivable		—
Receivable from Advisor		3,172
Receivable from securities lending (net)		—
Total assets		140,559,810
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		931,968
Securities sold short, at value		—
Written options, at value		—
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		—
Variation margin payable		—
Accrued investment advisory fees		103,094
Accrued expenses		45,922
Total liabilities		1,080,984
Net assets	$	139,478,826
Securities, at cost	$	162,138,834

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	3,032
Securities lending income (net)		43,718
Dividend income		1,635,938
Less: foreign withholding taxes		—
Total income		1,682,688
Expenses (Note 2):
Investment advisory fees		547,168
Custody fees		27,662
Audit fees		12,848
Legal fees		2,324
Reports to shareholders		1,661
Other fees		2,979
Total expenses		594,642
Expenses reimbursed by the Advisor		(27,455	)
Net expenses		567,187
Net investment income (loss)		1,115,501
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(18,552,842	)
Swap contracts		—
Futures		—
Written options		—
Foreign currency transactions		—
		(18,552,842	)
Change in net unrealized appreciation (depreciation) on:
Securities		10,865,252
Futures		—
Written options		—
Short sales		—
Swap contracts		—
Foreign currency translations		—
		10,865,252
Net realized and unrealized gains (losses) on investments		(7,687,590	)
Net increase (decrease) in net assets resulting from operations	$	(6,572,089	)

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	1,115,501		$	4,063,695
Net realized gains (losses) on investments		(18,552,842	)		(36,930,139	)
Change in net unrealized appreciation (depreciation) on investments		10,865,252			(19,172,892	)
Net increase (decrease) in net assets resulting from operations		(6,572,089	)		(52,039,336	)
From transactions in investors’ beneficial interests:
Contributions		7,403,952			131,998,850
Withdrawals		(17,981,220	)		(108,467,936	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(10,577,268	)		23,530,914
Net increase (decrease) in net assets		(17,149,357	)		(28,508,422	)
Net assets:
Beginning of period/year		156,628,183			185,136,605
End of period/year	$	139,478,826		$	156,628,183

See notes to financial statements.

15

TRANSAMERICA PARTNERS PORTFOLIOS
SMALL CORE
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	307,961,984
Repurchase agreements (cost equals market value)		3,217,403
Cash at broker		—
Foreign currency holdings, at value		—
Receivable for securities sold		12,063,942
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		—
Swap contracts, at value		—
Variation margin receivable		—
Interest receivable		—
Dividends receivable		329,546
Foreign tax reclaim receivable		—
Receivable from Advisor		2,857
Receivable from securities lending (net)		—
Total assets		323,575,732
LIABILITIES:
Due to Advisor		—
Due to Custodian		255,405
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		8,974,369
Securities sold short, at value		—
Written options, at value		—
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		—
Variation margin payable		2,404
Accrued investment advisory fees		224,757
Accrued expenses		93,133
Total liabilities		9,550,068
Net assets	$	314,025,664
Securities, at cost	$	315,927,838

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	9,023
Securities lending income (net)		69,960
Dividend income		2,467,907
Less: foreign withholding taxes		(1,326	)
Total income		2,545,564
Expenses (Note 2):
Investment advisory fees		1,252,803
Custody fees		55,687
Audit fees		16,727
Legal fees		5,618
Reports to shareholders		4,149
Other fees		7,414
Total expenses		1,342,398
Expenses reimbursed by the Advisor		(11,130	)
Net expenses		1,331,268
Net investment income (loss)		1,214,296
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(122,154,966	)
Swap contracts		—
Futures		(47,611	)
Written options		—
Foreign currency transactions		—
		(122,202,577	)
Change in net unrealized appreciation (depreciation) on:
Securities		126,218,044
Futures		(82,550	)
Written options		—
Short sales		—
Swap contracts		—
Foreign currency translations		—
		126,135,494
Net realized and unrealized gains (losses) on investments		3,932,917
Net increase (decrease) in net assets resulting from operations	$	5,147,213

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	1,214,296		$	5,961,479
Net realized gains (losses) on investments		(122,202,577	)		(151,927,373	)
Change in net unrealized appreciation (depreciation) on investments		126,135,494			(115,574,221	)
Net increase (decrease) in net assets resulting from operations		5,147,213			(261,540,115	)
From transactions in investors’ beneficial interests:
Contributions		21,812,406			160,448,103
Withdrawals		(102,596,418	)		(459,442,988	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(80,784,012	)		(298,994,885	)
Net increase (decrease) in net assets		(75,636,799	)		(560,535,000	)
Net assets:
Beginning of period/year		389,662,463			950,197,463
End of period/year	$	314,025,664		$	389,662,463

See notes to financial statements.

16

TRANSAMERICA PARTNERS PORTFOLIOS
SMALL GROWTH
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	154,110,553
Repurchase agreements (cost equals market value)		1,800,577
Cash at broker		—
Foreign currency holdings, at value		—
Receivable for securities sold		1,948,330
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		—
Swap contracts, at value		—
Variation margin receivable		—
Interest receivable		—
Dividends receivable		20,374
Foreign tax reclaim receivable		—
Receivable from Advisor		3,038
Receivable from securities lending (net)		—
Total assets		157,882,872
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		1,382,793
Securities sold short, at value		—
Written options, at value		—
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		—
Variation margin payable		—
Accrued investment advisory fees		123,717
Accrued expenses		39,866
Total liabilities		1,546,376
Net assets	$	156,336,496
Securities, at cost	$	158,484,682

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	1,816
Securities lending income (net)		37,718
Dividend income		299,884
Less: foreign withholding taxes		(377	)
Total income		339,041
Expenses (Note 2):
Investment advisory fees		628,720
Custody fees		26,124
Audit fees		12,719
Legal fees		2,511
Reports to shareholders		1,642
Other fees		2,956
Total expenses		674,672
Expenses reimbursed by the Advisor		(24,272	)
Net expenses		650,400
Net investment income (loss)		(311,359	)
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(26,434,302	)
Swap contracts		—
Futures		—
Written options		—
Foreign currency transactions		—
		(26,434,302	)
Change in net unrealized appreciation (depreciation) on:
Securities		45,484,678
Futures		—
Written options		—
Short sales		—
Swap contracts		—
Foreign currency translations		—
		45,484,678
Net realized and unrealized gains (losses) on investments		19,050,376
Net increase (decrease) in net assets resulting from operations	$	18,739,017

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	(311,359	)	$	(384,137	)
Net realized gains (losses) on investments		(26,434,302	)		(24,788,914	)
Change in net unrealized appreciation (depreciation) on investments		45,484,678			(59,829,205	)
Net increase (decrease) in net assets resulting from operations		18,739,017			(85,002,256	)
From transactions in investors’ beneficial interests:
Contributions		7,705,529			132,973,836
Withdrawals		(22,620,909	)		(62,276,042	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(14,915,380	)		70,697,794
Net increase (decrease) in net assets		3,823,637			(14,304,462	)
Net assets:
Beginning of period/year		152,512,859			166,817,321
End of period/year	$	156,336,496		$	152,512,859

See notes to financial statements.

17

TRANSAMERICA PARTNERS PORTFOLIOS
INTERNATIONAL EQUITY
(Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2009

ASSETS:
Securities, at value (Note 2)	$	988,293,129
Repurchase agreements (cost equals market value)		12,209,573
Cash at broker		—
Foreign currency holdings, at value (cost $483,797)		485,509
Receivable for securities sold		—
Receivable for principal paydowns		—
Unrealized appreciation on foreign currency forward contracts (Note 8)		—
Swap contracts, at value		—
Variation margin receivable		—
Interest receivable		—
Dividends receivable		3,239,972
Foreign tax reclaim receivable		1,897,475
Receivable from Advisor		—
Receivable from securities lending (net)		—
Total assets		1,006,125,658
LIABILITIES:
Due to Advisor		—
Due to Custodian		—
Due to Broker for swap contracts		—
Collateral for securities out on loan		—
Payable for securities purchased		4,402,123
Securities sold short, at value		—
Written options, at value		—
Swap contracts, at value		—
Unrealized depreciation on foreign currency forward contracts (Note 8)		110,737
Variation margin payable		—
Accrued investment advisory fees		674,265
Accrued expenses		695,522
Total liabilities		5,882,647
Net assets	$	1,000,243,011
Securities, at cost	$	918,053,417

STATEMENT OF OPERATIONS

For the period ended June 30, 2009

Investment income (Note 2):
Interest income	$	1,731
Securities lending income (net)		—
Dividend income		20,222,500
Less: foreign withholding taxes		(3,615,675	)
Total income		16,608,556
Expenses (Note 2):
Investment advisory fees		3,521,493
Custody fees		595,974
Audit fees		17,957
Legal fees		17,534
Reports to shareholders		11,963
Other fees		21,572
Total expenses		4,186,493
Expenses reimbursed by the Advisor		(12,894	)
Net expenses		4,173,599
Net investment income (loss)		12,434,957
Realized and unrealized gains (losses) on investments (Note 2):
Net realized gains (losses) on transactions from:
Securities		(463,946,837	)
Swap contracts		—
Futures		—
Written options		—
Foreign currency transactions		(8,268,678	)
		(472,215,515	)
Change in net unrealized appreciation (depreciation) on:
Securities		496,416,795
Futures		—
Written options		—
Short sales		—
Swap contracts		—
Foreign currency translations		101,579
		496,518,374
Net realized and unrealized gains (losses) on investments		24,302,859
Net increase (decrease) in net assets
resulting from operations	$	36,737,816

STATEMENTS OF CHANGES IN NET ASSETS

	For the period			For the year
	ended 06/30/09			ended 12/31/08
From operations:
Net investment income (loss)	$	12,434,957		$	51,093,825
Net realized gains (losses) on investments		(472,215,515	)		(380,232,998	)
Change in net unrealized appreciation (depreciation) on investments		496,518,374			(815,787,805	)
Net increase (decrease) in net assets resulting from operations		36,737,816			(1,144,926,978	)
From transactions in investors’ beneficial interests:
Contributions		66,904,232			764,741,276
Withdrawals		(203,458,681	)		(783,816,168	)
Net increase (decrease) in net assets resulting from transactions in investors’ beneficial interests		(136,554,449	)		(19,074,892	)
Net increase (decrease) in net assets		(99,816,633	)		(1,164,001,870	)
Net assets:
Beginning of period/year		1,100,059,644			2,264,061,514
End of period/year	$	1,000,243,011		$	1,100,059,644

See notes to financial statements.

18

MONEY MARKET PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Principal			Value
		US Treasury Securities — 2.3%
		US Treasury Note
$	28,350,000	4.88%, 08/15/09 (Cost $28,514,603)	$	28,514,603
		Commercial Paper — 28.5%
	25,160,000	Australia & New Zealand — 144A, 0.52%, 07/06/09		25,158,182
	10,280,000	Australia & New Zealand, 0.33%, 08/11/09		10,276,135
	36,840,000	CBA (DE) Finance, Inc., 0.54%, 07/21/09		36,828,947
	22,570,000	ConocoPhilips, 0.25%, 07/01/09		22,570,000
	24,480,000	Danske Corp., 1.14%, 07/15/09		24,469,147
	28,850,000	Danske Corp., 0.37%, 08/19/09		28,835,471
	22,890,000	Eksportfinans A/S, 0.25%, 08/03/09		22,884,755
	11,700,000	Her Majesty RGT Canada, 0.19%, 08/20/09		11,696,913
	25,140,000	JPMorgan Chase Funding, Inc., 0.25%, 07/08/09		25,138,778
	7,890,000	National Australia Funding, 0.23%, 07/06/09		7,889,748
	14,300,000	National Australia Funding, 0.44%, 08/05/09		14,293,883
	24,000,000	Nordea North America, Inc., 1.00%, 07/13/09		23,992,000
	11,400,000	Societe Generale North America, 0.16%, 07/01/09		11,400,000
	13,900,000	Societe Generale North America, 0.52%, 11/18/09		13,871,891
	28,490,000	Wells Fargo & Company, 0.06%, 07/01/09		28,490,000
	21,550,000	Westpac Banking Corp., 0.63%, 08/06/09		21,536,424
	22,580,000	Westpac Banking Corp. — 144A, 0.47%, 11/23/09		22,537,255
		Total Commercial Paper (Cost $351,869,529)		351,869,529
		Yankee Certificates of Deposit — 34.3%
	25,610,000	Bank of Montreal, 0.24%, 07/09/09		25,609,659
	17,500,000	Bank of Nova Scotia, 0.53%, 12/09/09		17,500,000
	26,510,000	Bank of Nova Scotia, 1.28%, 01/15/10		26,510,000
	28,040,000	Barclays Bank PLC, 0.83%, 09/14/09		28,040,000
	22,940,000	Barclays Bank PLC, 1.00%, 10/30/09		22,940,000
	16,790,000	BNP Paribas — New York Branch, 1.08%, 09/01/09		16,790,000
	19,780,000	BNP Paribas — New York Branch, 0.50%, 11/25/09		19,780,000
	27,500,000	Calyon — New York Branch, 1.15%, 07/01/09		27,500,000
	8,940,000	Calyon — New York Branch, 0.68%, 02/26/10		8,928,568
	9,240,000	National Australia Bank, Ltd. — 144A, 0.36%, 09/01/09		9,240,079
	20,710,000	Nordea Bank Finland, PLC, 1.30%, 10/13/09		20,736,636
	33,490,000	Rabobank Nederland, 0.82%, 08/03/09		33,490,000
	17,730,000	Rabobank Nederland, 1.20%, 04/26/10		17,730,000
	48,760,000	Royal Bank of Canada, 1.17%, 01/26/10		48,760,000
	29,940,000	Societe Generale — New York Branch, 0.29%, 07/27/09		29,940,000
	40,170,000	Svenska Handelsbanken AB, 0.70%, 07/17/09		40,177,184
	29,070,000	Toronto Dominion Bank, 1.62%, 08/10/09		29,070,000
		Total Yankee Certificates of Deposit (Cost $422,742,126)		422,742,126
		Short Term US Government Agency Securities — 16.6%
		Fannie Mae — 4.9%
	14,170,000	0.42%, 07/20/09		14,166,859
	21,240,000	0.42%, 07/22/09		21,234,796
	10,270,000	0.01%, 08/20/09		10,267,147
	14,590,000	0.88%, 02/12/10		14,613,720
				60,282,522
		Federal Home Loan Bank — 3.7%
	24,430,000	0.01%, 08/19/09		24,423,350
	20,500,000	0.01%, 10/30/09		20,481,396
				44,904,746
		Freddie Mac — 8.0%
	12,660,000	0.01%, 08/24/09		12,648,606
	33,840,000	0.01%, 11/09/09		33,804,107
	46,350,000	0.88%, 02/04/10		46,350,000
	6,080,000	4.88%, 02/09/10		6,242,013
				99,044,726
		Total Short Term US Government Agency Securities (Cost $204,231,994)		204,231,994

See notes to financial statements.

19

MONEY MARKET PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Short Term Corporate Notes — 14.3%
$	7,000,000	Abbey National Treasury Services, LLC, Series YCD, Floating Rate, 1.02%, 08/28/09(2)	$	7,000,332
	31,780,000	Abbey National Treasury Services, LLC, Series YCD, Floating Rate, 1.06%, 02/25/10(2)		31,780,000
	38,260,000	Bank of America Corp. NA — 144A, 0.28%, 08/11/09		38,260,000
	3,040,000	Credit Agricole — London Branch — 144A, Floating Rate, 0.71%, 05/28/10(2)		3,030,317
	8,830,000	IBM International Group Capital, LLC, Floating Rate, 1.39%, 07/29/09(2)		8,837,705
	18,910,000	KFW, 4.50%, 09/21/09		19,076,267
	14,470,000	KFW International Finance, Inc., Floating Rate, 1.15%, 01/21/10(2)		14,501,809
	7,150,000	Procter & Gamble International Funding, Floating Rate, 1.00%, 05/07/10(2)		7,150,000
	35,870,000	Toyota Motor Credit Corp., Series MTN, Floating Rate, 0.34%, 09/15/09(3)		35,870,000
	7,950,000	Wachovia Bank NA, Series BKNT, Floating Rate, 0.89%, 08/21/09(2)		7,954,333
	2,910,000	Wal-Mart Stores, Inc. 6.88% 08/10/09		2,929,281
		Total Short Term Corporate Notes (Cost $176,390,044)		176,390,044
		Time Deposit — 4.0%
	49,850,000	Bank of Ireland — Dublin Branch, 0.25%, 07/01/09 (Cost $49,850,000)		49,850,000
		Total Securities (Cost $1,233,598,296)		1,233,598,296
		Repurchase Agreements — 2.3%
	13,200,000	With Barclays Bank PLC, dated 06/30/09, 0.08%, due 07/01/09, repurchase proceeds at maturity $13,200,029 (Collateralized by various US Government Agency Securities, zero coupon - 6.88%, due 08/21/09 - 06/15/35, with a total value of $13,464,366)		13,200,000
	10,600,000	With Deutsche Bank, dated 06/30/09, 0.08%, due 07/01/09, repurchase proceeds at maturity $10,600,024 (Collateralized by Federal Home Loan Bank, 4.88%, due 05/17/17, with a value of $10,406,205 and Freddie Mac, 5.50%, due 08/23/17, with a value of $410,392)		10,600,000
	2,330,000	With HSBC Securities, Inc., dated 06/30/09, 0.05%, due 07/01/09, repurchase proceeds at maturity $2,330,003 (Collateralized by Freddie Mac Discount Note, zero coupon, due 08/18/09, with a value of $2,379,524)		2,330,000
	2,700,000	With JPMorgan Chase Bank, dated 06/30/09, 0.05%, due 07/01/09, repurchase proceeds at maturity $2,700,004 (Collateralized by Fannie Mae, 3.32%, due 12/23/13, with a value of $2,754,619)		2,700,000
	6,884	With State Street Bank & Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $6,884 (Collateralized by US Treasury Bill, 0.31%, due 12/10/09, with a value of $9,986)		6,884
		Total Repurchase Agreements (Cost $28,836,884)		28,836,884
		Total Investments — 102.3% (Cost $1,262,435,180)		1,262,435,180
		Liabilities less other assets — (2.3%)		(29,017,055	)
		Net Assets — 100.0%	$	1,233,418,125

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $1,262,435,180.

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

20

HIGH QUALITY BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Principal			Value
		US Treasury Securities — 7.1%
		US Treasury Notes
$	3,000,000	0.88%, 04/30/11	$	2,991,210
	12,000,000	0.88%, 05/31/11		11,956,920
	1,500,000	4.63%, 10/31/11		1,615,079
	2,430,000	1.38%, 03/15/12		2,425,254
	6,000,000	3.13%, 08/31/13		6,216,096
	3,500,000	1.88%, 04/30/14		3,396,365
		Total US Treasury Securities (Cost $28,491,474)		28,600,924
		US Government Agency Securities — 22.4%
		Asset Backed: Mortgage and Home Equity — 12.8%
	727,797	Fannie Mae, Series 2003-32, Class PE, 4.00%, 03/25/26		728,533
	968,510	Fannie Mae, Series 2003-62, Class OD, 3.50%, 04/25/26		975,085
	166,666	Fannie Mae, Series 2003-63, Class GU, 4.00%, 07/25/33		170,283
	1,999,844	Fannie Mae, Series 2004-70, Class DN, 4.00%, 12/25/29		2,023,573
	2,078,755	Fannie Mae, Series 2004-80, Class LG, 4.00%, 10/25/16		2,120,691
	3,227,240	Federal Home Loan Bank, Series 1Y-9009, Class A, 4.06%, 08/25/09		3,243,376
	1,673,467	Federal Home Loan Bank, Series 3Q-9009, Class 1, 3.92%, 09/25/09		1,677,523
	3,383,897	Federal Home Loan Bank, Series 6T-9009, Class I		3,413,525
	4,005,408	Freddie Mac, Series 2416, Class PE, 6.00%, 10/15/21		4,221,515
	41,267	Freddie Mac, Series 2454, Class BG, 6.50%, 08/15/31		41,280
	2,572,085	Freddie Mac, Series 2627, Class KP, 2.87%, 12/15/16		2,597,212
	3,032,279	Freddie Mac, Series 2630, Class HC, 4.00%, 01/15/17		3,117,652
	2,848,095	Freddie Mac, Series 2631, Class CD, 4.00%, 10/15/26		2,878,012
	3,626,392	Freddie Mac, Series 2637, Class A, 3.38%, 03/15/18		3,686,097
	2,417,165	Freddie Mac, Series 2672, Class HA, 4.00%, 09/15/16		2,485,394
	1,180,537	Freddie Mac, Series 2782, Class HE, 4.00%, 09/15/17		1,215,109
	1,272,863	Freddie Mac, Series 3056, Class AP, 5.50%, 01/15/27		1,296,347
	7,206,295	Government National Mortgage Association, Series 2005-29, Class A, 4.02%, 07/16/27		7,372,441
	5,161,056	Government National Mortgage Association, Series 2007-15, Class A, 4.51%, 10/16/28		5,288,107
	2,815,304	Government National Mortgage Association, Series 2007-34, Class A, 4.27%, 11/16/26		2,877,713
				51,429,468
		Fannie Mae — 7.4%
	5,500,000	5.13%, 04/15/11		5,889,719
	3,050,000	6.00%, 05/15/11		3,314,944
	6,000,000	3.25%, 04/09/13		6,229,752
	6,250,000	2.75%, 03/13/14		6,236,625
	206,000	PL# 254062, 6.00%, 10/01/11		211,902
	830,754	PL# 254754, 4.50%, 05/01/10		852,654
	1,074,139	PL# 254758, 4.50%, 06/01/13		1,100,861
	1,030,453	PL# 254807, 5.00%, 07/01/13		1,062,599
	2,092,564	PL# 254914, 4.50%, 09/01/13		2,145,726
	291,105	PL# 323743, 5.00%, 04/01/14		299,240
	139,060	PL# 429168, 6.00%, 05/01/13		147,916
	199,989	PL# 517699, 6.00%, 07/01/14		212,726
	486,138	PL# 545038, 6.00%, 09/01/14		516,187
	1,558,767	PL# 555154, 5.50%, 12/01/22		1,623,057
				29,843,908
		Freddie Mac — 1.0%
	3,500,000	5.00%, 07/15/14		3,835,608
		Freddie Mac Gold — 0.9%
	54,365	PL# E00532, 6.50%, 02/01/13		57,167
	96,297	PL# E00542, 6.50%, 04/01/13		101,249
	277,923	PL# E00676, 5.50%, 06/01/14		289,483
	570,152	PL# E89557, 5.50%, 04/01/17		602,366
	187,468	PL# G40426, 5.50%, 03/01/11		189,969
	2,394,300	PL# M80812, 4.50%, 04/01/10		2,429,946
				3,670,180

See notes to financial statements.

21

HIGH QUALITY BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		US Government Agency Securities (continued)
		Government National Mortgage Association — 0.3%
$	1,066,991	PL# 436708, 5.75%, 12/15/22	$	1,117,976
		Total US Government Agency Securities (Cost $87,478,421)		89,897,140
		Corporate Bonds and Notes — 68.8%
		Banks and Financial Services — 16.6%
	2,500,000	Bank of America Corp., 2.38%, 06/22/12		2,525,005
	935,000	Bank of America Corp., Series MTNL, 7.38%, 05/15/14		965,870
	3,980,000	Bank of New York Mellon Corp., 4.30%, 05/15/14		4,044,166
	1,500,000	Caterpillar Financial Services Corp., 4.30%, 06/01/10		1,538,681
	3,475,000	Citigroup, Inc., 5.10%, 09/29/11		3,402,904
	2,275,000	CME Group, Inc., 5.40%, 08/01/13		2,390,224
	4,230,000	Credit Suisse First Boston USA, Inc., 6.13%, 11/15/11		4,528,816
	3,150,000	Fifth Third Bank, Series BKNT, 4.20%, 02/23/10		3,147,694
	5,750,000	General Electric Capital Corp., 5.00%, 11/15/11		5,920,308
	4,700,000	GMAC LLC, 2.20%, 12/19/12		4,681,054
	2,800,000	Goldman Sachs Group, Inc. (The), 6.88%, 01/15/11		2,960,182
	1,000,000	Goldman Sachs Group, Inc. (The), 1.70%, 03/15/11		1,009,106
	4,000,000	Goldman Sachs Group, Inc. (The), Series MTNB, Floating Rate, 1.56%, 10/07/11(2)		3,840,456
	5,610,000	JPMorgan Chase & Company, 4.65%, 06/01/14		5,595,201
	3,265,000	Morgan Stanley, 6.75%, 04/15/11		3,420,310
	2,860,000	Morgan Stanley, 6.00%, 05/13/14		2,895,658
	3,670,000	NYSE Euronext, 4.80%, 06/28/13		3,799,063
	2,000,000	SLM Corp., Series MTNA, 4.50%, 07/26/10		1,890,000
	4,500,000	Wells Fargo & Company, Floating Rate, 0.67%, 03/23/10(2)		4,485,915
	3,000,000	Wells Fargo Bank, NA, Series BKNT, 6.45%, 02/01/11		3,136,689
				66,177,302
		Chemicals — 0.5%
	1,855,000	Praxair, Inc., 3.95%, 06/01/13		1,889,802
		Consumer Goods and Services — 0.9%
	3,455,000	Clorox Company, 4.20%, 01/15/10		3,504,082
		Equipment Rental and Leasing — 1.1%
	5,420,000	International Lease Finance Corp., Series MTNQ, 5.75%, 06/15/11		4,494,600
		Insurance — 2.3%
	6,000,000	Met Life Global Funding I — 144A, Series MTN, 5.75%, 07/25/11		6,156,582
	3,115,000	Principal Life Income Funding Trust, Series MTN, 5.20%, 11/15/10		3,132,942
				9,289,524
		Machinery — 0.4%
	1,390,000	Caterpillar, Inc., 7.25%, 09/15/09		1,405,721
		Office Equipment, Supplies, and Services — 0.7%
	3,005,000	Xerox Corp., 5.50%, 05/15/12		2,996,775
		Private Asset Backed: Automobiles/Motor Vehicles, Automotive Equipment and Repairs — 11.5%
	1,806,109	Bay View Auto Trust, Series 2005-LJ1, Class A4, 4.09%, 05/25/12		1,829,047
	3,000,000	BMW Vehicle Lease Trust, Series 2009-1, Class A3, 2.91%, 08/15/11		3,019,090
	2,500,000	BMW Vehicle Owner Trust, Series 2006-A, Class A4, 5.07%, 08/25/11		2,543,954
	3,000,000	Capital One Prime Auto Receivables Trust, Series 2007-1, Class B1, 5.76%, 12/15/13		2,273,035
	983,420	Carmax Auto Owner Trust, Series 2005-2, Class A4, 4.34%, 09/15/10		991,422
	322,248	Chase Manhattan Auto Owner Trust, Series 2006-A, Class CTFS, 5.47%, 01/15/13		323,747

See notes to financial statements.

22

HIGH QUALITY BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Private Asset Backed: Automobiles/Motor Vehicles, Automotive Equipment and Repairs (continued)
$	3,200,000	Chase Manhattan Auto Owner Trust, Series 2006-B, Class A4, 5.11%, 04/15/14	$	3,297,494
	1,000,000	Ford Credit Auto Owner Trust, Series 2007-A, Class B, 5.60%, 10/15/12		887,344
	2,000,000	Hertz Vehicle Financing, LLC — 144A, Series 2005-2A, Class A4, 5.01%, 02/25/11		2,009,235
	1,250,000	Honda Auto Receivables Owner Trust, Series 2009-2, Class A3, 2.79%, 01/16/12		1,256,806
	2,650,000	Honda Auto Receivables Owner Trust, Series 2009-2, Class A4, 4.43%, 08/15/12		2,696,651
	5,500,000	Huntington Auto Trust — 144A, Series 2008-1A, Class A3A, 4.81%, 04/16/12		5,645,336
	2,495,300	Hyundai Auto Receivables Trust, Series 2006-B, Class B, 5.19%, 05/15/13		2,502,871
	3,500,000	Hyundai Auto Receivables Trust, Series 2008-A, Class A3, 4.93%, 12/17/12		3,643,473
	1,250,000	Susquehanna Auto Lease Trust — 144A, Series 2007-1, Class B, 5.31%, 07/14/10		1,244,462
	5,400,000	USAA Auto Owner Trust, Series 2007-2, Class A4, 5.07%, 06/15/13		5,645,950
	1,750,000	Volkswagen Auto Lease Trust, Series 2009-A, Class A3, 3.41%, 08/15/11		1,768,541
	4,550,000	World Omni Auto Receivables Trust, Series 2006-B, Class A4, 5.12%, 06/15/12		4,652,463
				46,230,921
		Private Asset Backed: Banks and Financial Services — 3.1%
	696,407	Bear Stearns Asset Backed Securities, Inc., Series 2003-AC3, Class A1, Floating Rate, 4.00%, 07/25/33(3)		543,869
	3,000,000	Caterpillar Financial Asset Trust, Series 2006-A, Class B, 5.71%, 06/25/12		2,795,995
	1,304,302	Community Program Loan Trust, Series 1987-A, Class A4, 4.50%, 10/01/18		1,303,861
	2,345,626	Greenwich Capital Commercial Funding Corp., Series 2005-GG3, Class A2, 4.31%, 08/10/42		2,290,032
	1,940,498	Greenwich Capital Commercial Funding Corp., Series 2005-GG5, Class A1, 4.79%, 04/10/37		1,946,002
	2,660,320	Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class A1, 5.74%, 07/10/38		2,690,340
	1,039,176	Morgan Stanley Capital I, Series 2005-HQ6, Class A1, 4.65%, 08/13/42		1,043,147
				12,613,246
		Private Asset Backed: Credit Cards — 7.1%
	3,000,000	Cabela’s Master Credit Card Trust — 144A, Series 2006-3A, Class A1, 5.26%, 10/15/14		3,026,043
	3,000,000	Capital One Multi-Asset Execution Trust, Series 2006-A6, Class A6, 5.30%, 02/18/14		3,143,117
	1,500,000	Capital One Multi-Asset Execution Trust, Series 2009-A2, Class A2, 3.20%, 04/15/14		1,510,782
	4,500,000	Chase Issuance Trust, Series 2009-A3, Class A3, 2.40%, 06/17/13		4,467,816
	1,200,000	Citibank Credit Card Issuance Trust, Series 2005-A7, Class A7, 4.75%, 10/22/12		1,241,759
	4,000,000	Citibank Credit Card Issuance Trust, Series 2006-A4, Class A4, 5.45%, 05/10/13		4,215,568
	2,850,000	Citibank Omni Master Trust-144A, Series 2009-A8, Class A8, Floating Rate, 2.45%, 05/15/16(3)		2,882,063
	4,940,000	GE Capital Credit Card Master Note Trust, Series 2006-1, Class A, 5.08%, 09/15/12		4,959,932
	3,000,000	GE Capital Credit Card Master Note Trust, Series 2007-3, Class B, 5.49%, 06/15/13		2,862,110
				28,309,190

See notes to financial statements.

23

HIGH QUALITY BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Private Asset Backed: Mortgage and Home Equity — 10.8%
$	147,473	Bear Stearns Commercial Mortgage Securities, Inc., Series 2001-TOP4, Class A1, 5.06%, 11/15/16	$	148,869
	766,329	Bear Stearns Commercial Mortgage Securities, Inc., Series 2002-PBW1, Class A1, 3.97%, 11/11/35		760,886
	580,024	Bear Stearns Commercial Mortgage Securities, Inc., Series 2005-PWR9, Class A1, 4.50%, 09/11/42		581,341
	1,632,288	Bear Stearns Commercial Mortgage Securities, Inc., Series 2006-T22, Class A1, 5.42%, 04/12/38		1,646,862
	7,000,000	Bear Stearns Commercial Mortgage Securities, Inc., Series 2007-PW15, Class A2, 5.21%, 02/11/44		6,449,352
	2,713,827	Chase Funding Mortgage Loan Asset-Backed, Series 2003-4, Class 1A6, 4.43%, 10/25/14		2,126,920
	3,017,162	Citigroup Commercial Mortgage Trust, Series 2006-C5, Class A1, 5.27%, 10/15/49		3,057,274
	2,120,139	Citigroup/Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A1, 5.05%, 07/15/44		2,124,824
	3,193,890	Credit Suisse First Boston Mortgage Securities Corp., Series 2004-C5, Class A2, 4.18%, 11/15/37		3,124,423
	633,898	DLJ Commercial Mortgage Corp., Series 1999-CG3, Class A1B, 7.34%, 10/10/32		633,203
	205,701	GE Capital Commercial Mortgage Corp., Series 2001-3, Class A1, 5.56%, 06/10/38		211,218
	1,411,162	GE Capital Commercial Mortgage Corp., Series 2002-1A, Class A2, 5.99%, 12/10/35		1,432,717
	175,047	GMAC Mortgage Corp. Loan Trust, Series 2004-GH1, Class A2, 4.39%, 12/25/25		166,456
	291,976	Interstar Millennium Trust, Series 2003-3G, Class A2 (Australia), Floating Rate, 1.10%, 09/27/35(2)		185,496
	583,457	Interstar Millennium Trust, Series 2004-2G, Class A (Australia), Floating Rate, 1.03%, 03/14/36(2) (14)		527,846
	405,142	JPMorgan Chase Commercial Mortgage Securities Corp., Series 2002-C2, Class A1, 4.33%, 12/12/34		404,550
	1,648,282	JPMorgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A1, 5.04%, 12/15/44		1,660,141
	3,800,179	JPMorgan Mortgage Trust, Series 2006-S2, Class 1A17, 6.00%, 07/25/36		2,444,427
	4,550,000	LB-UBS Commercial Mortgage Trust, Series 2003-C7, Class A3, 4.56%, 09/15/27		4,418,741
	1,992,267	Popular ABS Mortgage Pass-Through Trust, Series 2005-3, Class AF3, 4.44%, 07/25/35		1,805,793
	1,777,553	Salomon Brothers Mortgage Securities VII, Inc., Series 2000-C1, Class A2, 7.52%, 12/18/09		1,788,444
	1,954,245	Salomon Brothers Mortgage Securities VII, Inc., Series 2000-C2, Class A2, 7.46%, 07/18/33		1,982,924
	3,309,085	Wachovia Bank Commercial Mortgage Trust, Series 2003-C5, Class A1, 2.99%, 06/15/35		3,225,283
	2,444,088	Wells Fargo Mortgage Backed Securities Trust, Series 2005-9, Class 1A1, 4.75%, 10/25/35		2,307,579
				43,215,569
		Private Asset Backed: Other — 5.9%
	2,155,172	ALG Student Loan Trust — 144A, Series 2006-1A, Class A1, Floating Rate, 1.08%, 10/28/18(2)		2,148,774
	4,064,485	Brazos Texas Higher Education Authority, Inc. Series 2005-A, Class A5, 4.91%, 12/01/40 (14)		3,800,294
	3,000,000	CNH Equipment Trust, Series 2006-B, Class B, 5.36%, 06/17/13		2,459,894
	2,000,000	CNH Equipment Trust, Series 2007-A, Class B, 5.09%, 06/16/14		1,544,450
	3,083,712	CNH Equipment Trust, Series 2007-B, Class A3A, 5.40%, 10/17/11		3,125,580

See notes to financial statements.

24

HIGH QUALITY BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Private Asset Backed: Other (continued)
$	737,206	Crusade Global Trust, Series 2004-2, Class A1 (Australia), Floating Rate, 0.96%, 11/19/37(2)	$	644,454
	869,764	Goal Capital Funding Trust, Series 2006-1, Class A1, Floating Rate, 0.66%, 08/25/20(2)		867,263
	150,795	Great America Leasing Receivables — 144A, Series 2006-1, Class A3, 5.34%, 01/15/10		151,006
	4,000,000	John Deere Owner Trust, Series 2007-A, Class A4, 5.07%, 04/15/14		4,087,532
	2,984,388	Marlin Leasing Receivables LLC — 144A, Series 2006-1A, Class A4, 5.33%, 09/15/13		2,974,840
	1,995,638	Massachusetts RRB Special Purpose Trust, Series 1999-1, Class A5, 7.03%, 03/15/12		2,050,287
				23,854,374
		Private Asset Backed: Transportation — 1.0%
	960,235	E-Trade RV and Marine Trust, Series 2004-1, Class A3, 3.62%, 10/08/18		935,309
	3,097,510	Railcar Leasing, LLC — 144A, Series 1, Class A2, 7.13%, 01/15/13		3,267,511
				4,202,820
		Real Estate Investment Trusts — 0.8%
	3,190,000	Boston Properties LP, 6.25%, 01/15/13		3,175,205
		Retail — 1.9%
	4,475,000	CVS Caremark Corp., Floating Rate, 2.15%, 09/10/10(2)		4,486,935
	2,895,000	Target Corp., 10.00%, 01/01/11		3,166,733
				7,653,668
		Telecommunications Equipment and Services — 2.3%
	5,925,000	BellSouth Corp., 6.00%, 10/15/11		6,330,170
	2,825,000	Verizon Wireless Capital -144A, 3.75%, 05/20/11		2,882,836
				9,213,006
		Transportation — 0.2%
	950,000	United Parcel Service, Inc., 3.88%, 04/01/14		979,621
		Utilities — 1.7%
	6,420,000	Exelon Generation Company, LLC, 6.95%, 06/15/11		6,798,472
		Total Corporate Bonds and Notes (Cost $280,604,653)		276,003,898
		Total Securities (Cost $396,574,548)		394,501,962
		Repurchase Agreements — 1.1%
	4,604,867	With State Street Bank and Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $4,604,868 (Collateralized by US Treasury Bill, 0.31%, due 12/10/09, with a value of $4,698,413) (Cost $4,604,867)		4,604,867
		Total Investments — 99.4% (Cost $401,179,415)		399,106,829
		Other assets less liabilities — 0.6%		2,211,474
		Net Assets — 100.0%	$	401,318,303

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $401,179,415.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	5,935,125
Gross unrealized depreciation		(8,007,711	)
Net unrealized depreciation	$	(2,072,586	)

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

25

INFLATION-PROTECTED SECURITIES PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Principal				Value
			US Treasury Securities — 90.5%
			US Treasury Inflation Index — 89.1%
$	2,627,840		3.50%, 01/15/11	$	2,741,988
	7,048,813		3.38%, 01/15/12		7,491,563
	13,980,362		2.00%, 04/15/12		14,377,935
	5,383,941		3.00%, 07/15/12		5,703,612
	5,331,402		0.63%, 04/15/13		5,268,092
	19,190,173		1.88%, 07/15/13		19,681,921
	24,313,937		2.00%, 01/15/14		24,868,587
	5,873,783		1.25%, 04/15/14		5,897,643
	30,541,590		2.00%, 07/15/14		31,257,424
	1,111,087		1.63%, 01/15/15		1,105,878
	10,441,305		1.88%, 07/15/15		10,555,512
	8,035,689		2.00%, 01/15/16		8,156,225
	6,656,882		2.50%, 07/15/16(5)		6,987,649
	12,777,591		2.38%, 01/15/17		13,332,624
	2,325,065		2.63%, 07/15/17		2,477,648
	13,343,096		1.63%, 01/15/18		13,213,828
	19,281,405		1.38%, 07/15/18		18,690,912
	13,347,533		2.13%, 01/15/19		13,785,492
	33,816,327		2.38%, 01/15/25		34,756,827
	21,646,944		2.00%, 01/15/26		21,193,700
	12,449,825		2.38%, 01/15/27		12,889,453
	14,019,920		1.75%, 01/15/28		13,231,299
	3,770,338		3.63%, 04/15/28		4,588,030
	4,722,286		2.50%, 01/15/29		5,017,428
	18,884,757		3.88%, 04/15/29		23,960,035
	894,931		3.38%, 04/15/32		1,123,139
					322,354,444
			US Treasury Notes — 0.8%
	2,885,000		4.00%, 08/15/18		2,992,512
			US Treasury Strips — 0.6%
	4,740,000		6.13%, 11/15/27		2,074,347
			Total US Treasury Securities (Cost $328,796,771)		327,421,303
			US Government Agency Securities — 0.2%
			Freddie Mac
	890,000		Series MTN, 5.00%, 12/14/18 (Cost $864,010)		844,967
			Corporate Bonds and Notes — 0.7%
			Banks and Financial Services — 0.5%
	649,000		Bear Stearns Companies, Inc. (The), Series CPI, Floating Rate, 1.42%, 03/10/14(3)		579,291
	315,000		International Bank for Reconstruction & Development, Series CPI (Supra National), Floating Rate, zero coupon, 12/10/13(3)		290,351
	1,243,000		Lehman Brothers Holdings, Inc., Series MTNG, Floating Rate, 6.29%, 06/02/09(3)(9)(13)		183,343
	900,000		SLM Corp., Series CPI, Floating Rate, 1.74%, 01/31/14(3)		546,363
					1,599,348
			Private Asset Backed: Mortgage and Home Equity — 0.2%
	166,645		Citigroup Mortgage Loan Trust, Inc., Series 2007-AMC3, Class A2A, Floating Rate, 0.42%, 03/25/37(3)		115,127
	695,000		GMAC Commercial Mortgage Securities, Inc., Series 2004-C3, Class A4, 4.55%, 12/10/41		656,604
					771,731
			Total Corporate Bonds and Notes (Cost $3,757,481)		2,371,079
			Total Securities (Cost $333,418,262)		330,637,349
			Repurchase Agreements — 6.7%
	24,097,428		With State Street Bank and Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $24,097,435 (Collateralized by US Treasury Bill, 0.28%, due 11/27/09, with a value of $24,580,468) (Cost $24,097,428)		24,097,428
			Total Investments before Call and Put Options Written — 98.1% (Cost $357,515,690)		354,734,777
Contracts
			Call Options Written — (0.2)%
	(14,700,000	)	Expiring 6/25/10. If exercised the Series receives floating 3 month LIBOR, and pays 4.19%, expiring 6/29/20, European Style (Premium $740,145)		(731,472	)

See notes to financial statements.

26

INFLATION-PROTECTED SECURITIES PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Contracts				Value
			Put Options Written — (0.2)%
	(14,700,000	)	Expiring 6/25/10. If exercised the Series receives 4.19%, and pays floating 3 month LIBOR, expiring 6/29/20, European Style (Premium $740,145)	$	(738,822	)
			Total Investments net of Call and Put Options Written — 97.7% (Cost $356,035,400)		353,264,483
			Other assets less liabilities — 2.3%		8,410,028
			Net Assets — 100.0%	$	361,674,511

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $357,515,690.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	3,065,885
Gross unrealized depreciation		(5,846,798	)
Net unrealized depreciation	$	(2,780,913	)

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

27

CORE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Principal			Value
		US Treasury Securities — 10.8%
		US Treasury Bonds — 3.4%
$	5,900,000	7.25%, 08/15/22	$	7,751,125
	49,150,000	3.50%, 02/15/39(5)		42,499,514
				50,250,639
		US Treasury Notes — 7.4%
	74,065,000	1.13%, 06/30/11		74,076,569
	23,275,000	1.88%, 06/15/12(5)		23,444,209
	10,710,000	2.63%, 06/30/14		10,743,522
				108,264,300
		Total US Treasury Securities (Cost $159,066,907)		158,514,939
		US Government Agency Securities — 51.3%
		Asset Backed: Mortgage and Home Equity — 0.3%
	4,544,740	Freddie Mac, Series 2825, Class VP, 5.50%, 06/15/15		4,870,463
		Asset Backed: US Government Agencies — 0.1%
	689,281	Small Business Administration, Series 2002-P10B, Class 1, 5.20%, 08/10/12		713,658
	1,022,802	Small Business Administration, Series 2004-P10A, Class 1, 4.50%, 02/10/14		1,044,011
				1,757,669
		Fannie Mae — 29.7%
	4,100,000	5.25%, 08/01/12		4,260,310
	10,200,000	4.63%, 05/01/13		10,354,938
	3,508,905	PL# 190346, 5.50%, 12/01/33		3,641,003
	18,407	PL# 253990, 7.00%, 09/01/16		19,562
	420,009	PL# 323842, 5.50%, 07/01/14		443,215
	19,196	PL# 535103, 7.00%, 01/01/15		20,279
	220,013	PL# 535675, 7.00%, 01/01/16		233,214
	68,806	PL# 545249, 5.50%, 10/01/16		72,607
	370,468	PL# 545298, 5.50%, 11/01/16		390,936
	3,798	PL# 545363, 5.50%, 11/01/16		4,008
	1,373,929	PL# 545411, 5.50%, 01/01/17		1,449,839
	20,239	PL# 545477, 7.00%, 03/01/32		22,153
	19,814	PL# 549659, 7.00%, 02/01/16		21,057
	4,442	PL# 550440, 7.00%, 02/01/16		4,721
	168,026	PL# 555114, 5.50%, 12/01/17		177,572
	65,808	PL# 555880, 5.50%, 11/01/33		68,286
	45,440	PL# 572453, 5.50%, 04/01/16		47,951
	244,939	PL# 580165, 5.50%, 09/01/16		258,472
	8,906	PL# 580179, 7.00%, 10/01/16		9,464
	34,677	PL# 580515, 5.50%, 04/01/16		36,593
	121,291	PL# 589120, 5.50%, 11/01/16		127,993
	5,611	PL# 589893, 7.00%, 06/01/31		6,147
	6,796	PL# 598125, 7.00%, 09/01/16		7,222
	6,217	PL# 602148, 5.50%, 09/01/16		6,561
	46,485	PL# 604517, 5.50%, 11/01/16		49,053
	30,203	PL# 607386, 5.50%, 11/01/16		31,872
	45,270	PL# 607493, 5.50%, 11/01/16		47,771
	15,041	PL# 610128, 7.00%, 10/01/31		16,478
	159,222	PL# 610579, 5.50%, 12/01/16		168,019
	7,321	PL# 611323, 7.00%, 10/01/16		7,781
	18,481	PL# 612071, 5.50%, 11/01/16		19,502
	114,548	PL# 614506, 5.50%, 11/01/16		120,876
	1,121,040	PL# 619054, 5.50%, 02/01/17		1,184,729
	422,491	PL# 631321, 5.50%, 02/01/17		446,494
	24,272	PL# 631606, 5.50%, 03/01/17		25,651
	34,545	PL# 632269, 7.00%, 05/01/32		37,846
	124,930	PL# 650206, 5.50%, 01/01/18		132,027
	25,841	PL# 664188, 5.50%, 09/01/17		27,309
	34,932	PL# 664194, 5.50%, 09/01/17		36,917
	131,325	PL# 675314, 5.50%, 12/01/17		138,786
	206,964	PL# 676800, 5.50%, 01/01/18		218,722
	299,663	PL# 679631, 5.50%, 02/01/18		316,501
	5,918	PL# 681343, 5.50%, 02/01/18		6,250
	248,676	PL# 683199, 5.50%, 02/01/18		262,648
	5,941	PL# 701236, 5.50%, 05/01/18		6,275
	4,907,242	PL# 704038, 5.50%, 05/01/33		5,091,983
	5,131,902	PL# 720097, 5.50%, 07/01/33		5,325,100
	5,726,104	PL# 725162, 6.00%, 02/01/34		6,030,415
	8,086	PL# 725269, 5.50%, 03/01/19		8,545
	6,651,964	PL# 725423, 5.50%, 05/01/34		6,902,387
	4,131,451	PL# 725425, 5.50%, 04/01/34		4,281,467
	3,648,900	PL# 725704, 6.00%, 08/01/34(6)		3,842,819
	2,803,247	PL# 735454, 5.50%, 11/01/18		2,962,507
	19,397,262	PL# 735504, 6.00%, 04/01/35(6)		20,452,367
	763,805	PL# 735611, 5.50%, 03/01/20		807,199
	7,023,548	PL# 735989, 5.50%, 02/01/35		7,294,545
	4,397,292	PL# 739741, 5.50%, 12/01/33		4,562,835
	4,285,954	PL# 747371, 5.50%, 10/01/33		4,443,609
	5,553,379	PL# 755365, 5.50%, 12/01/33		5,762,444
	24,511	PL# 761808, 5.50%, 05/01/18		25,904
	139,719	PL# 781889, 5.50%, 03/01/17		147,438
	930,781	PL# 826273, 6.00%, 07/01/20		987,878
	3,524,271	PL# 826976, 6.00%, 06/01/35		3,697,249
	436,322	PL# 827756, 6.00%, 06/01/35		457,738
	4,915,709	PL# 845421, 6.00%, 02/01/36		5,149,302
	7,134,765	PL# 850867, Variable Rate, 5.60%, 01/01/36(1)		7,478,854
	1,741,327	PL# 889255, 5.00%, 03/01/23		1,805,430
	4,294,530	PL# 889641, 5.50%, 08/01/37		4,453,520

See notes to financial statements.

28

CORE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		US Government Agency Securities (continued)
		Fannie Mae (continued)
$	1,804,505	PL# 899447, 5.00%, 06/01/22	$	1,870,933
	5,510,245	PL# 915614, 5.00%, 05/01/22		5,713,091
	15,713,864	PL# 917051, 6.00%, 05/01/37(6)		16,445,848
	1,607,058	PL# 918320, 5.00%, 05/01/22		1,666,218
	913,597	PL# 928548, 5.00%, 08/01/22		947,229
	575,000	PL# 931324, 4.50%, 06/01/39		573,652
	3,751,722	PL# 936928, 6.00%, 05/01/37		3,926,484
	1,704,560	PL# 941247, 5.00%, 06/01/22		1,767,309
	6,966,519	PL# 944116, 6.00%, 07/01/37		7,291,033
	1,190,696	PL# 945869, 6.00%, 08/01/37		1,246,162
	3,485,195	PL# 949330, 5.00%, 08/01/22		3,613,494
	6,018,774	PL# 952204, 6.00%, 11/01/37		6,299,140
	8,081,098	PL# 962130, 6.00%, 03/01/38		8,455,814
	1,774,840	PL# 972027, 5.00%, 02/01/23		1,839,244
	80,405	PL# 974642, 6.00%, 03/01/38		84,133
	2,434,152	PL# 993056, 5.00%, 12/01/38		2,482,223
	5,148,025	PL# AA1010, 5.50%, 11/01/33		5,346,657
	991,324	PL# AA4410, 5.00%, 03/01/39		1,010,802
	119,144	PL# AA5308, 4.50%, 04/01/39		119,049
	151,754	PL# AA5718, 5.00%, 04/01/39		154,736
	3,134,116	PL# AA6655, 4.50%, 06/01/39		3,131,637
	285,000	PL# AA7071, 4.50%, 06/01/39		284,775
	770,000	PL# AA8165, 4.50%, 06/01/39		769,391
	5,510,884	PL# AA8747, 4.50%, 07/01/39		5,506,525
	2,700,000	TBA, 4.50%, 07/01/24		2,757,375
	1,900,000	TBA, 5.00%, 07/01/24		1,965,907
	12,000,000	TBA, 5.50%, 07/01/24		12,555,000
	2,900,000	TBA, 6.00%, 08/01/24		3,060,405
	7,300,000	TBA, 4.00%, 07/01/39		7,078,719
	35,745,000	TBA, 4.50%, 07/01/39		35,666,789
	55,300,000	TBA, 5.00%, 07/01/39		56,302,312
	10,500,000	TBA, 5.50%, 07/01/39		10,798,599
	64,400,000	TBA, 6.00%, 07/01/39		67,297,999
	30,600,000	TBA, 6.50%, 07/01/39		32,589,000
				437,574,829
		Federal Agricultural Mortgage Corporation — 4.7%
	20,230,000	3.88%, 08/19/11		21,275,527
	45,175,000	144A, 5.50%, 07/15/11		48,191,335
				69,466,862
		Federal Home Loan Bank — 1.4%
	9,195,000	5.63%, 06/13/16		8,852,882
	10,865,000	5.38%, 05/15/19		11,730,277
				20,583,159
		Freddie Mac — 3.6%
	5,700,000	1.75%, 06/15/12		5,679,275
	16,800,000	4.75%, 06/28/12		18,187,462
	6,365,000	3.00%, 07/28/14		6,377,895
	9,800,000	5.75%, 06/27/16(5)		9,976,145
	2,790,935	PL# 1B2853, Variable Rate, 4.34%, 04/01/35(1)		2,880,099
	9,168,173	PL# 1G1119, Variable Rate, 4.75%, 09/01/35(1)		9,339,272
				52,440,148
		Freddie Mac Gold — 3.6%
	191,389	PL# A32037, 5.00%, 03/01/35		195,418
	21,229	PL# A38585, 5.50%, 10/01/35		21,989
	2,112,665	PL# A68438, 5.50%, 11/01/37		2,183,947
	99,671	PL# A84925, 5.00%, 03/01/39		101,505
	5,597,058	PL# A85071, 5.00%, 03/01/39		5,700,034
	13,801,974	PL# A85720, 5.00%, 04/01/39		14,055,908
	2,172,438	PL# C57150, 6.00%, 05/01/31		2,287,213
	2,749	PL# C67653, 7.00%, 06/01/32		2,976
	39,438	PL# C67868, 7.00%, 06/01/32		42,703
	8,792	PL# C67999, 7.00%, 06/01/32		9,519
	61,282	PL# C68001, 7.00%, 06/01/32		66,356
	9,279	PL# E00570, 6.00%, 09/01/13		9,738
	201,266	PL# E00592, 6.00%, 12/01/13		211,066
	10,374	PL# E00720, 6.00%, 07/01/14		10,895
	11,600	PL# E01007, 6.00%, 08/01/16		12,237
	39,084	PL# E01095, 6.00%, 01/01/17		41,248

See notes to financial statements.

29

CORE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		US Government Agency Securities (continued)
		Freddie Mac Gold (continued)
$	8,005	PL# E69171, 6.00%, 02/01/13	$	8,490
	4,134	PL# E73319, 6.00%, 11/01/13		4,384
	16,010	PL# E73769, 6.00%, 12/01/13		16,980
	8,104	PL# E75990, 6.00%, 04/01/14		8,503
	14,763	PL# E76341, 6.00%, 04/01/14		15,671
	21,415	PL# E76730, 6.00%, 05/01/14		22,732
	15,032	PL# E76731, 6.00%, 05/01/14		15,957
	12,748	PL# E78995, 6.00%, 11/01/14		13,532
	137,189	PL# E84191, 6.00%, 07/01/16		146,098
	2,133	PL# E84758, 5.50%, 07/01/16		2,248
	10,060	PL# E85885, 6.00%, 11/01/16		10,714
	138,766	PL# E86502, 5.50%, 12/01/16		146,259
	3,306	PL# E86565, 5.50%, 12/01/16		3,485
	136,355	PL# E87961, 6.00%, 02/01/17		145,210
	207,783	PL# E88001, 6.00%, 02/01/17		221,146
	35,551	PL# E88452, 6.00%, 03/01/17		37,837
	139,605	PL# E88749, 6.00%, 03/01/17		148,670
	212,131	PL# E88789, 6.00%, 04/01/17		225,774
	85,260	PL# E88979, 5.50%, 04/01/17		90,078
	156,310	PL# E89282, 6.00%, 04/01/17		166,362
	381,832	PL# E89336, 6.00%, 05/01/17		406,388
	12,962	PL# E89653, 6.00%, 04/01/17		13,804
	258,718	PL# E89913, 6.00%, 05/01/17		275,357
	492,570	PL# E91644, 5.50%, 10/01/17		520,401
	127,074	PL# E91754, 5.50%, 10/01/17		134,254
	198,398	PL# E91774, 5.50%, 10/01/17		209,607
	96,084	PL# E91968, 5.50%, 10/01/17		101,513
	178,572	PL# E92113, 5.50%, 10/01/17		188,662
	869,361	PL# G01391, 7.00%, 04/01/32		943,710
	2,246,009	PL# G03358, 5.50%, 08/01/37		2,321,790
	1,175,454	PL# G04333, 5.00%, 04/01/38		1,197,264
	8,393	PL# Glllll, 6.00%, 04/01/16		8,917
	5,266,729	PL# G12814, 5.00%, 10/01/22		5,457,319
	5,547,250	PL# G12840, 5.00%, 11/01/22		5,747,991
	1,662,517	PL# M80813, 4.00%, 04/01/10		1,685,829
	4,000,000	TBA, 5.00%, 07/01/24		4,135,000
	200,000	TBA, 5.00%, 07/01/39		203,375
	100,000	TBA, 6.00%, 07/01/39		104,344
	1,900,000	TBA, 6.00%, 07/01/39		2,006,578
	600,000	TBA, 6.50%, 07/01/39		637,500
				52,702,485
		Government National Mortgage Association — 7.8%
	74,119	PL# 3173, 6.50%, 12/20/31		79,757
	53,100,000	TBA, 5.50%, 07/01/39		54,543,789
	25,200,000	TBA, 6.00%, 07/01/39		26,247,362
	21,500,000	TBA, 5.00%, 08/01/39		21,829,208
	12,500,000	TBA, 6.00%, 08/01/39		12,988,313
				115,688,429
		Resolution Funding Strips — 0.1%
	1,200,000	Zero coupon, 07/15/18(8)		817,627
	1,200,000	Zero coupon, 10/15/18(8)		806,983
				1,624,610
		Total US Government Agency Securities (Cost $745,033,886)		756,708,654
		Corporate Bonds and Notes — 52.8%
		Automobile: Rental — 0.0%
	675,000	Hertz Corp., 8.88%, 01/01/14		621,000
		Banks and Financial Services — 12.2%
	2,130,000	Bank of America Corp., 6.00%, 09/01/17		1,936,605
	1,000,000	Bear Stearns Companies, Inc. (The), Series MTNB, 4.55%, 06/23/10		1,020,562
	6,755,000	BP Capital Markets PLC (United Kingdom), 3.13%, 03/10/12		6,890,796

See notes to financial statements.

30

CORE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Banks and Financial Services (continued)
$	6,710,000	Citigroup Funding, Inc., 2.13%, 07/12/12	$	6,710,926
	2,135,000	Citigroup, Inc., 4.13%, 02/22/10		2,135,523
	6,390,000	Danske Bank A/S — 144A Series EMTN (Denmark), 2.50%, 05/10/12		6,413,132
	5,165,000	Dexia Credit Local — 144A (France), 2.38%, 09/23/11		5,109,001
	5,075,000	Eksportfinans A/S (Norway), 5.50%, 05/25/16		5,299,082
	14,675,000	General Electric Capital Corp., 5.00%, 11/15/11		15,109,659
	5,250,000	General Electric Capital Corp., 2.13%, 12/21/12		5,213,875
	3,230,000	Goldman Sachs Capital II, Variable Rate, 5.79%, perpetual(1)		1,968,524
	4,315,000	Goldman Sachs Group, Inc., 5.25%, 10/15/13		4,403,867
	300,000	Icahn Enterprises Finance Corp., 8.13%, 06/01/12		276,000
	4,045,000	Icahn Enterprises Finance Corp., 7.13%, 02/15/13		3,650,613
	1,100,000	JPMorgan Chase & Company, 7.00%, 11/15/09		1,117,218
	12,600,000	JPMorgan Chase & Company, 2.20%, 06/15/12		12,663,769
	7,750,000	JPMorgan Chase Bank NA, Series BKNT, 6.00%, 07/05/17		7,548,849
	1,945,000	JPMorgan Chase Bank NA, Series BKNT, 6.00%, 10/01/17		1,893,142
	14,875,000	Kreditanstalt fur Wiederaufbau (Germany), 3.50%, 03/10/14		15,157,789
	8,600,000	Leaseplan Corp. NV — 144A (the Netherlands), 3.00%, 05/07/12		8,663,067
	2,250,000	Lehman Brothers Holdings, Inc., 6.50%, 07/19/17(9)		225
	2,005,000	Lehman Brothers Holdings, Inc., Series MTN, 6.75%, 12/28/17(9)		201
	425,000	Morgan Stanley, 6.75%, 04/15/11		445,216
	19,360,000	Morgan Stanley, Floating Rate, 1.40%, 01/09/12(2)		17,451,239
	565,000	Morgan Stanley, Series MTN, 6.25%, 08/28/17		546,687
	18,175,000	Private Expert Funding Corp., Series Y, 3.55%, 04/15/13		18,854,635
	3,365,000	SLM Corp., Series MTN, 5.40%, 10/25/11		3,026,447
	2,370,000	SLM Corp., Series MTNA, 4.00%, 01/15/10		2,295,591
	7,500,000	Societe de Financement de L’ Economie Francaise (France) — 144A, 3.38%, 05/05/14		7,515,662
	9,715,000	UBS AG Stamford Branch, Series DPNT (Switzerland), 5.88%, 12/20/17		9,047,191
	5,900,000	UBS AG Stamford Branch, Series MTN (Switzerland), 5.75%, 04/25/18		5,373,342
				177,738,435
		Broadcast Services/Media — 1.7%
	5,279,000	Comcast Cable Communications Holdings, 8.38%, 03/15/13		6,018,060
	1,800,000	Comcast Cable Communications, Inc., 6.75%, 01/30/11		1,901,905
	965,000	Comcast Corp., 7.05%, 03/15/33		1,027,007
	2,935,000	Comcast Corp., 6.95%, 08/15/37		3,060,263
	465,000	Cox Communications, Inc., 7.75%, 11/01/10		484,063
	3,525,000	Cox Communications, Inc. — 144A, 8.38%, 03/01/39		3,930,315
	1,070,000	News America Holdings, 7.63%, 11/30/28		1,024,690
	260,000	News America, Inc., 7.28%, 06/30/28		239,269
	1,675,000	TCI Communications, Inc., 7.13%, 02/15/28		1,708,693
	4,030,000	Time Warner Cable, Inc., 6.20%, 07/01/13		4,246,185
	1,910,000	Time Warner, Inc., 7.57%, 02/01/24		1,869,877
				25,510,327
		Business Services and Supplies — 0.0%
	750,000	First Data Corp., 9.88%, 09/24/15		532,500
		Chemicals — 0.3%
	2,815,000	Huntsman International LLC, 7.88%, 11/15/14		2,230,888
	755,000	Huntsman International LLC, 7.38%, 01/01/15		592,675
	230,000	Nova Chemicals Corp. (Canada), 6.50%, 01/15/12		216,200

See notes to financial statements.

31

CORE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Chemicals (continued)
$	1,400,000	Nova Chemicals Corp. (Canada), Floating Rate, 4.54%, 11/15/13(11)	$	1,158,500
				4,198,263
		Computer Equipment, Software and Services — 0.2%
	2,980,000	Oracle Corp., 5.75%, 04/15/18		3,143,432
		Construction Services and Supplies — 0.1%
	2,875,000	Belvoir Land LLC — 144A, 5.40%, 12/15/47		1,838,016
		Education — 0.1%
	2,190,000	Stanford University, 4.25%, 05/01/16		2,147,952
		Electronics — 0.0%
	470,000	L-3 Communications Corp., 5.88%, 01/15/15		417,125
	155,000	L-3 Communications Corp., Series B, 6.38%, 10/15/15		140,663
				557,788
		Entertainment, Leisure and Recreation — 0.0%
	808,000	Harrah’s Operating Company, Inc. — 144A, 10.00%, 12/15/18		464,600
		Environmental Waste Management and Recycling Services — 0.0%
	560,000	Aleris International, Inc., 9.00%, 12/15/14(9)(12)		6,300
		Food and Beverage — 0.6%
	4,792,000	Kraft Foods, Inc., 6.50%, 08/11/17		5,047,069
	4,375,000	Kraft Foods, Inc., 6.13%, 02/01/18		4,523,413
				9,570,482
		Insurance — 0.8%
	1,591,000	American International Group, Series A-6, 8.18%, 05/15/68		453,810
	5,355,000	Hartford Life Global Funding, Series MTN, Floating Rate, 0.80%, 09/15/09(2)		5,333,243
	6,550,000	MetLife Global Funding I — 144A, 5.13%, 04/10/13		6,661,854
				12,448,907
		Internet Services — 0.4%
	5,565,000	Expedia, Inc., 7.46%, 08/15/18		5,286,750
		Machinery — 0.1%
	2,150,000	Atlantic Marine, Inc. — 144A, 5.34%, 12/01/50		1,400,145
		Medical Equipment, Supplies, and Services — 1.1%
	4,805,000	Merck & Company, Inc., 4.00%, 06/30/15		4,889,544
	1,575,000	Roche Holdings, Inc. — 144A, Floating Rate, 2.66%, 02/25/11(2)		1,592,451
	7,050,000	Roche Holdings, Inc. — 144A, 5.00%, 03/01/14		7,373,630
	3,600,000	WellPoint, Inc., 5.95%, 12/15/34		2,897,921
				16,753,546
		Metals and Mining — 0.1%
	1,999,000	Ispat Inland ULC (Canada), 9.75%, 04/01/14		2,094,432
		Oil, Coal and Gas — 2.0%
	2,965,000	Arch Western Finance, 6.75%, 07/01/13		2,705,563
	2,000,000	Canadian National Resources (Canada), 6.25%, 03/15/38		1,996,328
	8,395,000	ConocoPhillips, 4.60%, 01/15/15		8,627,079
	1,425,000	Consolidated Natural Gas, Series A, 5.00%, 03/01/14		1,451,055
	365,000	El Paso Natural Gas, 8.63%, 01/15/22		394,228
	2,600,000	Enterprise Products Operating LP, 4.95%, 06/01/10		2,638,384
	920,000	Knight, Inc., 6.50%, 09/01/12		899,300
	7,700,000	Shell International Finance BV (the Netherlands), 4.00%, 03/21/14		7,906,560
	665,000	Tennessee Gas Pipeline Company, 7.00%, 10/15/28		633,688
	1,700,000	XTO Energy, Inc., 6.75%, 08/01/37		1,774,720
				29,026,905
		Paper and Forest Products — 0.3%
	400,000	Catalyst Paper Corp., Series D (Canada), 8.63%, 06/15/11		240,000
	3,435,000	MeadWestvaco Corp., 6.85%, 04/01/12		3,522,799
				3,762,799

See notes to financial statements.

32

CORE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Pharmaceuticals/Research and Development — 0.9%
$	530,000	Bio-Rad Laboratories, Inc., 6.13%, 12/15/14	$	482,300
	600,000	Bristol-Myers Squibb, 6.88%, 08/01/97		623,936
	3,235,000	Eli Lilly & Company, 3.55%, 03/06/12		3,351,399
	6,710,000	Pfizer, Inc., 5.35%, 03/15/15		7,210,565
	1,580,000	Wyeth, 6.00%, 02/15/36		1,675,865
				13,344,065
		Private Asset Backed: Automobiles/Motor Vehicles, Automotive Equipment and Repairs — 1.7%
	621,049	Daimler Chrysler Auto Trust, Series 2006-B, Class A3, 5.33%, 08/08/10		622,364
	14,501,248	Nissan Auto Receivables Owner Trust, Series 2006-B, Class A4, 5.22%, 11/15/11		14,769,715
	8,995,000	Nissan Auto Receivables Owner Trust, Series 2009-A, Class A2, 2.94%, 07/15/11		9,114,296
				24,506,375
		Private Asset Backed: Banks and Financial Services — 3.2%
	2,871,572	Banc of America Alternative Loan Trust, Series 2004-7, Class 4A1, 5.00%, 08/25/19		2,540,444
	4,185,000	SLM Student Loan Trust, Series 2005-4, Class A2, Floating Rate, 1.17%, 04/26/21(2)		4,107,567
	171,738	SLM Student Loan Trust, Series 2005-5, Class A1, Floating Rate, 1.09%, 01/25/18(2)		171,751
	18,210,000	SLM Student Loan Trust, Series 2008-5, Class A2, Floating Rate, 2.19%, 10/25/16(2)		18,266,973
	4,600,000	SLM Student Loan Trust, Series 2008-5, Class A3, Floating Rate, 2.39%, 01/25/18(2)		4,614,798
	12,410,000	SLM Student Loan Trust, Series 2008-5, Class A4, Floating Rate, 2.79%, 07/25/23(2)		12,443,929
	5,540,326	Washington Mutual Asset Securities Corp. — 144A, Series 2005-C1A, Class A2, 5.15%, 05/25/36		5,463,652
				47,609,114
		Private Asset Backed: Mortgage and Home Equity — 21.5%
	6,374,329	Banc of America Commercial Mortgage, Inc., Series 2000-1, Class A2A, 7.33%, 11/15/31		6,394,683
	7,050,441	Banc of America Commercial Mortgage, Inc., Series 2001-1, Class A2, 6.50%, 04/15/36		7,172,783
	16,715,000	Banc of America Commercial Mortgage, Inc., Series 2002-2, Class A3, 5.12%, 07/11/43		16,584,820
	11,170,000	Banc of America Commercial Mortgage, Inc., Series 2002-PB2, Class A4, 6.19%, 06/11/35		11,446,157
	3,997,220	Bear Stearns Adjustable Rate Mortgage Trust, Series 2004-8, Class 14A1, Floating Rate, 5.47%, 11/25/34(3)		2,830,289
	4,211,035	Bear Stearns Adjustable Rate Mortgage Trust, Series 2005-1, Class 4A1, Floating Rate, 5.35%, 03/25/35(3)		2,712,391
	168,682	Bear Stearns Commercial Mortgage Securities, Inc., Series 2001, Class A1, 6.08%, 02/15/35		169,932
	2,545,000	Bear Stearns Commercial Mortgage Securities, Inc., Series 2005-PWR8, Class A4, 4.67%, 06/11/41		2,191,977
	3,049,837	Chase Commercial Mortgage Securities Corp., Series 2000-3, Class A2, 7.32%, 10/15/32		3,113,494
	1,585,000	Citigroup Commercial Mortgage Trust, Series 2006-C5, Class A4, 5.43%, 10/15/49		1,267,685
	11,112,094	Citigroup Mortgage Loan Trust, Inc., Series 2005-4, Class A, Floating Rate, 5.34%, 08/25/35(3)		9,164,660
	2,481,157	Citigroup Mortgage Loan Trust, Inc., Series 2007-AMC3, Class A2A, Floating Rate, 0.42%, 03/25/37(3)		1,714,119

See notes to financial statements.

33

CORE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Private Asset Backed: Mortgage and Home Equity (continued)
$	1,037,500	Citigroup/Deutsche Bank Commercial Mortgage Trust, Series 2007-CD4, Class A4, 5.32%, 12/11/49	$	765,537
	5,776,939	Countrywide Alternative Loan Trust, Series 2005-50CB, Class 1A1, 5.50%, 11/25/35		3,652,109
	5,459,654	Countrywide Alternative Loan Trust, Series 2006-OA21, Class A1, Floating Rate, 0.51%, 03/20/47(3)		2,153,111
	5,364,329	Countrywide Alternative Loan Trust, Series 2007-5CB, Class 1A31, 5.50%, 04/25/37		3,503,433
	2,318,585	Countrywide Home Loans, Series 2006-OA5, Class 2A1, Floating Rate, 0.51%, 04/25/36(3)		986,242
	7,515,692	Countrywide Home Loans, Series 2007-16, Class A1, 6.50%, 10/25/37		5,522,860
	10,280,000	Credit Suisse First Boston Mortgage Securities Corp., Series 2002-CKS4, Class A2, 5.18%, 11/15/36		10,092,397
	14,005,000	Credit Suisse First Boston Mortgage Securities Corp., Series 2003-C3, Class A5, 3.94%, 05/15/38		12,642,507
	3,806,899	Deutsche Alt-A Securities, Inc., Mortgage Loan Trust, Series 2006-OA1, Class A1, Floating Rate, 0.51%, 02/25/47(3)		1,599,447
	4,006,769	DLJ Commercial Mortgage Corp., Series 2000-CKP1, Class A1B, 7.18%, 11/10/33		4,085,927
	12,090,258	First Union National Bank Commercial Mortgage, Series 2001-C2, Class A2, 6.66%, 01/12/43		12,449,465
	10,380,000	GE Capital Commercial Mortgage Corp., Series 2002-1A, Class A3, 6.27%, 12/10/35		10,582,000
	11,875,000	GE Capital Commercial Mortgage Corp., Series 2002-2A, Class A3, 5.35%, 08/11/36		11,872,940
	3,330,000	Greenwich Capital Commercial Funding Corp., Series 2004-GG1, Class A4, 4.76%, 06/10/36		3,343,395
	11,200,000	Greenwich Capital Commercial Funding Corp., Series 2005-GG3, Class A3, 4.57%, 01/10/12		10,099,757
	3,175,000	GS Mortgage Securities Corp. II, Series 2005-GG4, Class A4A, 4.75%, 07/10/39		2,695,452
	2,301,187	GSR Mortgage Loan Trust, Series 2004-9, Class 3A1, Floating Rate, 3.97%, 08/25/34(3)		1,888,941
	2,668,649	GSR Mortgage Loan Trust, Series 2005-AR1, Class 2A1, Floating Rate, 4.92%, 01/25/35(3)		1,840,518
	7,751,414	GSR Mortgage Loan Trust, Series 2005-AR4, Class 6A1, 5.25%, 07/25/35		5,679,194
	614,822	Harborview Mortgage Loan Trust, Series 2005-8, Class 1A2A, Floating Rate, 0.64%, 09/19/35(3)		263,801
	8,340,933	Harborview Mortgage Loan Trust, Series 2006-11, Class A1A, Floating Rate, 0.48%, 12/19/36(3)		3,438,288
	4,051,553	IndyMac INDA Mortgage Loan Trust, Series 2006-AR2, Class 4A1, Floating Rate, 5.89%, 09/25/36(3)		2,229,095
	1,732,594	JPMorgan Chase Commercial Mortgage Securities Corp. — 144A, Series 2004-CB8, Class A1A, 4.16%, 01/12/39		1,442,411
	10,490,000	JPMorgan Chase Commercial Mortgage Securities Corp., Series 2001-C1, Class A3, 5.86%, 10/12/35		10,346,550
	6,650,000	JPMorgan Chase Commercial Mortgage Securities Corp., Series 2001-CIB2, Class A3, 6.43%, 04/15/35		6,770,775
	8,593,282	JPMorgan Chase Commercial Mortgage Securities Corp., Series 2001-CIBC, Class A3, 6.26%, 03/15/33		8,777,637
	9,350,000	JPMorgan Chase Commercial Mortgage Securities Corp., Series 2005-CB12, Class A4, 4.90%, 09/12/37		7,968,054
	454,505	JPMorgan Mortgage Trust, Series 2006-A2, Class 4A1, Floating Rate, 4.08%, 08/25/34(3)		394,351

See notes to financial statements.

34

CORE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Private Asset Backed: Mortgage and Home Equity (continued)
$	1,416,794	JPMorgan Mortgage Trust, Series 2006-S2, Class 2A2, 5.88%, 07/25/36	$	1,216,229
	4,332,165	JPMorgan Mortgage Trust, Series 2006-S3, Class 1A12, 6.50%, 08/25/36		3,203,553
	1,164,897	JPMorgan Mortgage Trust, Series 2007-S1, Class 1A2, 5.50%, 03/25/22		986,158
	3,668,393	JPMorgan Mortgage Trust, Series 2007-S1, Class 2A22, 5.75%, 03/25/37		2,749,990
	4,375,948	JPMorgan Mortgage Trust, Series 2007-S2, Class 1A15, 6.75%, 06/25/37		3,303,841
	11,662,123	LB-UBS Commercial Mortgage Trust, Series 2000-C3, Class A2, 7.95%, 05/15/25		11,851,767
	5,723,006	LB-UBS Commercial Mortgage Trust, Series 2000-C4, Class A2, 7.37%, 08/15/26		5,859,530
	7,395,000	LB-UBS Commercial Mortgage Trust, Series 2003-C7, Class A3, 4.56%, 09/15/27		7,181,668
	9,100,000	LB-UBS Commercial Mortgage Trust, Series 2004-C8, Class A4, 4.51%, 12/15/29		8,042,683
	9,658,000	LB-UBS Commercial Mortgage Trust, Series 2007-C2, Class A3, 5.43%, 02/15/40		6,980,643
	11,842,000	LB-UBS Commercial Mortgage Trust, Series 2007-C7, Class A2, 5.59%, 09/15/45		10,874,816
	8,385,286	Merrill Lynch Mortgage Investors Trust, Series 2006-A3, Class 3A1, Floating Rate, 5.82%, 05/25/36(3)		4,045,552
	2,547,706	Popular ABS Mortgage Pass-Through Trust, Series 2006-D, Class A1, Floating Rate, 0.37%, 11/25/46(3)		2,352,147
	6,454,959	Residential Asset Securitization Trust, Series 2005-A14, Class A4, 5.50%, 12/25/35		5,754,987
	8,323,015	Salomon Brothers Mortgage Securities VII, Series 2001-C2, Class A3, 6.50%, 10/13/11		8,542,292
	4,543,524	Structured Adjustable Rate Mortgage Loan, Series 2007-3, Class 3A1, Floating Rate, 5.70%, 04/25/37(3)		2,437,153
	12,475,000	Wachovia Bank Commercial Mortgage Trust, Series 2007-C33, Class A4, Floating Rate, 6.10%, 02/15/51(3)		9,184,088
	6,245,997	Washington Mutual Mortgage Pass-Through Certificates, Series 2007-HY1, Class 1A1, Floating Rate, 5.69%, 02/25/37(3)		3,485,962
	2,754,482	Washington Mutual Mortgage Pass-Through Certificates, Series 2007-OA4, Class 1A, Floating Rate, 2.11%, 05/25/47(3)		1,050,370
	4,454,515	Wells Fargo Mortgage Backed Securities Trust, Series 2006-3, Class A9, 5.50%, 03/25/36		3,810,302
	400,000	Wells Fargo Mortgage Backed Securities Trust, Series 2006-AR4, Class 2A4, Floating Rate, 5.77%, 04/25/36(3)		270,391
				315,033,306
		Private Asset Backed: Other — 0.2%
	3,482,802	Structured Asset Securities Corp. — 144A, Series 2003-AL2, Class A, 3.36%, 01/25/31		2,884,622
		Private Asset Backed: Utilities — 0.5%
	8,000,000	Peco Energy Transition Trust, Series 2000-A, Class A4, 7.65%, 03/01/10		8,091,076
		Real Estate Investment Trusts — 0.0%
	1,250,000	IStar Financial, Inc., 5.65%, 09/15/11		725,000
		Retail — 0.1%
	725,000	Macy’s Retail Holdings, Inc., 5.35%, 03/15/12		659,904
	730,000	Macy’s Retail Holdings, Inc., 5.75%, 07/15/14		620,677
				1,280,581

See notes to financial statements.

35

CORE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Telecommunications Equipment and Services — 3.7%
$	625,000	America Movil SA de CV (Mexico), 6.38%, 03/01/35	$	592,677
	10,025,000	AT&T, Inc., 6.50%, 09/01/37		9,943,275
	810,000	Cincinnati Bell, Inc., 7.25%, 07/15/13		741,150
	800,000	Citizens Communications Company, 6.25%, 01/15/13		736,000
	2,350,000	New England Telephone & Telegraph, 7.88%, 11/15/29		2,412,855
	970,000	New Jersey Bell Telephone, 7.85%, 11/15/29		1,008,842
	1,375,000	Qwest Communications International, Inc., 7.50%, 02/15/14		1,254,688
	375,000	Qwest Communications International, Inc., Series B, 7.50%, 02/15/14		342,188
	675,000	Qwest Corp., Floating Rate, 3.88%, 06/15/13(2)		603,281
	890,000	Rogers Wireless, Inc. (Canada), 7.50%, 03/15/15		968,138
	1,725,000	Telecom Italia Capital (Luxembourg), 5.25%, 10/01/15		1,665,206
	4,850,000	Telefonica Emisiones SAU (Spain), 4.95%, 01/15/15		4,929,802
	75,000	Telefonica Emisiones SAU (Spain), 6.42%, 06/20/16		80,191
	850,000	Telefonica Europe BV (the Netherlands), 7.75%, 09/15/10		896,645
	6,700,000	Verizon Communications, Inc., 8.75%, 11/01/18		7,936,009
	215,000	Verizon Maryland, Inc., Series B, 5.13%, 06/15/33		159,290
	14,580,000	Verizon Wireless Capital — 144A, 3.75%, 05/20/11		14,878,495
	1,470,000	Vodafone Group PLC (United Kingdom), 5.00%, 12/16/13		1,524,552
	500,000	Vodafone Group PLC (United Kingdom), 5.00%, 09/15/15		502,051
	1,375,000	Windstream Corp., 8.13%, 08/01/13		1,330,313
	1,220,000	Windstream Corp., 8.63%, 08/01/16		1,168,150
				53,673,798
		Transportation — 0.4%
	3,350,000	United Parcel Service, Inc., 3.88%, 04/01/14		3,454,453
	2,495,000	United Parcel Service, Inc., 6.20%, 01/15/38		2,729,652
				6,184,105
		Utilities — 0.6%
	315,248	AES Ironwood LLC, 8.86%, 11/30/25		272,690
	235,000	AES Red Oak LLC, Series B, 9.20%, 11/30/29		198,575
	2,735,000	Centerpoint Energy, Inc., Series B, 7.25%, 09/01/10		2,779,194
	250,682	Elwood Energy LLC, 8.16%, 07/05/26		208,394
	1,000,000	Florida Power & Light Company, 5.63%, 04/01/34		1,021,742
	1,700,000	Florida Power Corp., 6.40%, 06/15/38		1,890,259
	81,813	Homer City Funding LLC, 8.73%, 10/01/26		72,813
	560,000	NRG Energy, Inc., 7.38%, 02/01/16		529,900
	2,487,000	Texas Company Electric Holdings LLC, Series B, 10.25%, 11/01/15		1,548,158
				8,521,725
		Total Corporate Bonds and Notes (Cost $831,889,468)		778,956,346
		Preferred Corporate Bonds and Notes — 2.5%
		Banks and Financial Services — 1.5%
	2,245,000	Barclays Bank PLC — 144A (United Kingdom), Variable Rate, 7.43%, perpetual(1)		1,504,150
	6,885,000	Credit Suisse (Switzerland), Variable Rate, 5.86%, perpetual(1)		4,475,250
	5,375,000	General Electric Capital Corp., Variable Rate, 6.38%, 11/15/67(1)		3,586,313
	5,655,000	JPMorgan Chase & Company, Series 1, Variable Rate, 7.90%, perpetual(1)		4,948,691
	5,795,000	JPMorgan Chase Capital XXV, 6.80%, 10/01/37		4,983,705

See notes to financial statements.

36

CORE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Preferred Corporate Bonds and Notes (continued)
		Banks and Financial Services (continued)
$	1,015,000	Lehman Brothers Capital Trust VII, Series MTN, Variable Rate, 5.86%, perpetual(1)(9)	$	102
	2,895,000	ZFS Finance USA Trust V — 144A, Variable Rate, 6.50%, 05/09/37(1)		2,084,400
				21,582,611
		Insurance — 1.0%
	3,800,000	Chubb Corp., Variable Rate, 6.38%, 03/29/67(1)		3,040,000
	2,350,000	Lincoln National Corp., Variable Rate, 7.00%, 05/17/66(1)		1,480,500
	4,455,000	MetLife, Inc., 6.40%, 12/15/36		3,185,325
	3,595,000	Progressive Corp., Variable Rate, 6.70%, 06/15/37(1)		2,534,856
	2,150,000	Reinsurance Group of America, Inc., Variable Rate, 6.75%, 12/15/65(1)		1,215,460
	4,125,000	Travelers Companies, Inc. (The), Variable Rate, 6.25%, 03/15/67(1)		3,324,601
				14,780,742
		Total Preferred Corporate Bonds and Notes (Cost $50,381,222)		36,363,353
		Municipal Bonds — 1.1%
		California — 0.7 %
	11,550,000	California, General Obligation Bond, 5.45%, 04/01/15		11,287,815
		New York — 0.4%
	3,135,000	Metropolitan Transportation Authority Dedicated Tax Funding Build America Bonds, Revenue Bonds, 7.34%, 11/15/39		3,694,942
	1,825,000	Port Authority of New York and New Jersey, Revenue Bonds, 6.04%, 12/01/29		1,889,295
				5,584,237
		Total Municipal Bonds (Cost $16,579,560)		16,872,052
		Foreign Government Obligations — 1.7%
	9,700,000	AID-Israel (Israel), 5.50%, 09/18/23		10,370,822
	1,155,000	Bundesrepublik Deutschland, Series 05 (Germany), 4.00%, 01/04/37(10)		1,558,558
	2,975,000	Bundesrepublik Deutschland, Series 07 (Germany), 4.25%, 07/04/39(10)		4,215,295
	4,175,000	Japan Finance Corp. (Japan), 2.00%, 06/24/11		4,215,267
	2,645,000	United Kingdom Treasury Bond (United Kingdom), 4.25%, 12/07/49(4)		4,248,421
		Total Foreign Government Obligations (Cost $23,693,571)		24,608,363
Contracts
		Purchased Call Options — 0.1%
	39,500,000	Expiring 04/08/10. If exercised the Series receives 3.40%, and pays floating 3 month LIBOR, expiring 04/12/20, European Style		799,560
	41,500,000	Expiring 11/09/09. If exercised the Series receives 2.75%, and pays floating 3 month LIBOR, expiring 11/12/19, European Style		174,881
	34,100,000	Expiring 11/16/09. If exercised the Series receives 2.37%, and pays floating 3 month LIBOR, expiring 11/18/19, European Style		45,387
	78,800,000	Expiring 11/30/09. If exercised the Series receives 2.75%, and pays floating 3 month LIBOR, expiring 12/02/16, European Style		479,340
	60,000,000	Expiring 12/17/09. If exercised the Series receives 2.75%, and pays floating 3 month LIBOR, expiring 12/21/16, European Style		369,780
		Total Purchased Call Options (Cost $3,052,060)		1,868,948
		Purchased Put Options — 0.2%
	39,500,000	Expiring 04/08/10. If exercised the Series receives floating 3 month LIBOR, and pays 3.40%, expiring 04/12/20, European Style (Cost $1,598,170)		3,061,606
		Total Securities (Cost $1,831,294,844)		1,776,954,261

See notes to financial statements.

37

CORE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal				Value
			Repurchase Agreements — 6.7%
$	99,090,576		With State Street Bank and Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $99,090,603 (Collateralized by various US Treasury Bills, 0.28% — 0.31%, due 11/27/09 – 12/10/09, with a total value of $101,075,889) (Cost $99,090,576)	$	99,090,576
			Total Investments before Call and Put Options Written and Securities Sold Short — 127.2% (Cost $1,930,385,420)		1,876,044,837
Contracts
			Call Options Written — (1.1)%
	(35,000,000	)	Expiring 04/01/10. If exercised the Series receives floating 3 month LIBOR, and pays 3.14%, expiring 04/07/20, European Style		(462,245	)
	(35,600,000	)	Expiring 05/04/10. If exercised the Series receives floating 3 month LIBOR, and pays 4.88%, expiring 05/06/20, European Style		(3,112,650	)
	(100,000,000	)	Expiring 05/28/10. If exercised the Series receives floating 3 month LIBOR, and pays 4.14%, expiring 06/02/20, European Style		(4,755,500	)
	(49,300,000	)	Expiring 06/01/10. If exercised the Series receives floating 3 month LIBOR, and pays 4.35%, expiring 06/03/20, European Style		(2,858,513	)
	(25,000,000	)	Expiring 06/03/10. If exercised the Series receives floating 3 month LIBOR, and pays 4.31%, expiring 06/07/20, European Style		(1,394,475	)
	(35,000,000	)	Expiring 06/03/10. If exercised the Series receives floating 3 month LIBOR, and pays 4.35%, expiring 06/07/20, European Style		(2,021,145	)
	(25,200,000	)	Expiring 06/11/10. If exercised the Series receives floating 3 month LIBOR, and pays 4.80%, expiring 06/15/20, European Style		(2,055,791	)
			Total Call Options Written (Premium $14,727,245)		(16,660,319	)
			Put Options Written — (0.9)%
	(35,000,000	)	Expiring 04/01/10. If exercised the Series receives 3.14%, and pays floating 3 month LIBOR, expiring 04/07/20, European Style		(3,199,000	)
	(35,600,000	)	Expiring 05/04/10. If exercised the Series receives 4.88%, and pays floating 3 month LIBOR, expiring 05/06/20, European Style		(1,000,752	)
	(100,000,000	)	Expiring 05/28/10. If exercised the Series receives 4.14%, and pays floating 3 month LIBOR, expiring 06/02/20, European Style		(5,036,500	)
	(49,300,000	)	Expiring 06/01/10. If exercised the Series receives 4.35%, and pays floating 3 month LIBOR, expiring 06/03/20, European Style		(2,148,494	)
	(25,000,000	)	Expiring 06/03/10. If exercised the Series receives 4.31%, and pays floating 3 month LIBOR, expiring 06/07/20, European Style		(11,241	)
	(35,000,000	)	Expiring 06/03/10. If exercised the Series receives 4.35%, and pays floating 3 month LIBOR, expiring 06/07/20, European Style		(1,529,990	)
	(25,200,000	)	Expiring 06/11/10. If exercised the Series receives 4.80%, and pays floating 3 month LIBOR, expiring 06/15/20, European Style		(809,021	)
	(126	)	US Treasury Bonds (30 year) September Future, expiring August 2009 @ 110		(61,031	)
			Total Put Options Written (Premium $14,955,005)		(13,796,029	)
Principal
			Securities Sold Short — (18.2)%
$	(2,700,000	)	Fannie Mae, TBA, 4.50%, 07/01/24		(2,757,375	)
	(18,500,000	)	Fannie Mae, TBA, 5.00%, 07/01/24		(19,141,728	)
	(21,600,000	)	Fannie Mae, TBA, 5.50%, 07/01/24		(22,599,000	)
	(10,200,000	)	Fannie Mae, TBA, 4.50%, 07/01/39		(10,177,682	)
	(79,400,000	)	Fannie Mae, TBA, 6.00%, 07/01/39		(82,973,000	)
	(30,700,000	)	Fannie Mae, TBA, 6.00%, 08/01/39		(31,975,953	)
	(10,800,000	)	Freddie Mac Gold, TBA, 5.00%, 07/01/24		(11,164,500	)
	(1,900,000	)	Freddie Mac Gold, TBA, 6.00%, 07/01/24		(2,006,875	)

See notes to financial statements.

38

CORE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal				Value
			Securities Sold Short (continued)
$	(1,900,000	)	Freddie Mac Gold, TBA, 6.00%, 08/01/24	$	(2,002,718	)
	(21,000,000	)	Freddie Mac Gold, TBA, 5.00%, 07/01/39		(21,354,375	)
	(4,200,000	)	Freddie Mac Gold, TBA, 5.50%, 07/01/39		(4,335,190	)
	(2,200,000	)	Freddie Mac Gold, TBA, 6.00%, 07/01/39		(2,295,564	)
	(600,000	)	Freddie Mac Gold, TBA, 6.50%, 07/01/39		(637,687	)
	(53,100,000	)	Government National Mortgage Association, TBA, 5.50%, 07/01/39		(54,543,789	)
			Total Securities Sold Short (Proceeds $267,456,508)		(267,965,436	)
			Total Investments net of Call and Put Options Written and Securities Sold Short — 107.0%
			(Cost $1,633,246,662)		1,577,623,053
			Liabilities less other assets — (7.0)%		(103,816,617	)
			Net Assets — 100.0%	$	1,473,806,436

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $1,930,385,420.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	27,525,575
Gross unrealized depreciation		(81,866,158	)
Net unrealized depreciation	$	(54,340,583	)

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

39

TOTAL RETURN BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Principal			Value
		US Treasury Securities — 3.8%
		US Treasury Bonds — 0.1%
$	252,000	3.50%, 02/15/39	$	217,902
		US Treasury Inflation Index — 2.9%
	203,611	2.38%, 01/15/25		209,273
	85,943	2.00%, 01/15/26		84,144
	1,776,281	2.38%, 01/15/27		1,839,005
	3,409,563	1.75%, 01/15/28		3,217,776
	1,956,446	2.50%, 01/15/29		2,078,724
				7,428,922
		US Treasury Notes — 0.8%
	1,740,000	3.25%, 05/31/16		1,747,612
	305,000	2.75%, 02/15/19		285,651
	6,000	3.13%, 05/15/19		5,803
				2,039,066
		Total US Treasury Securities (Cost $9,164,688)		9,685,890
		US Government Agency Securities — 44.1%
		Fannie Mae — 20.9%
	940,000	5.25%, 08/01/12		976,754
	1,075,346	PL# 256219, 5.50%, 04/01/36		1,107,428
	1,909,645	PL# 256552, 5.50%, 01/01/37		1,975,270
	2,501,208	PL# 735580, 5.00%, 06/01/35		2,556,996
	240,540	PL# 735809, Variable Rate, 4.44%, 08/01/35(1)		247,914
	3,854,468	PL# 745275, 5.00%, 02/01/36		3,938,032
	1,723,418	PL# 745959, 5.50%, 11/01/36		1,782,644
	27,141	PL# 759626, 6.00%, 02/01/34		28,530
	40,308	PL# 795774, 6.00%, 10/01/34		42,387
	182,127	PL# 796050, 6.00%, 08/01/34		191,522
	1,095,304	PL# 796278, 6.00%, 12/01/34		1,151,802
	36,442	PL# 801516, IO, Variable Rate, 4.41%, 08/01/34(1)		37,353
	434,476	PL# 809169, 6.00%, 01/01/35		456,888
	80,229	PL# 810896, IO, Variable Rate, 4.83%, 01/01/35(1)		81,995
	17,143	PL# 820426, 6.00%, 03/01/35		17,984
	365,292	PL# 852523, 5.50%, 02/01/36		377,845
	949,284	PL# 888022, 5.00%, 02/01/36		969,864
	769,709	PL# 888893, 5.50%, 08/01/37		797,483
	86,052	PL# 889745, 5.50%, 06/01/36		89,292
	315,178	PL# 893681, 6.00%, 10/01/36		330,155
	602,045	PL# 893923, 6.00%, 10/01/36		630,654
	814,363	PL# 894005, 6.00%, 10/01/36		853,061
	1,054,516	PL# 904000, 6.00%, 01/01/37		1,104,626
	2,695,747	PL# 916397, 6.50%, 05/01/37		2,874,815
	1,310,680	PL# 918653, 6.00%, 06/01/37		1,371,734
	100,717	PL# 929774, 5.50%, 07/01/38		104,109
	350,618	PL# 934327, 6.00%, 07/01/38		366,876
	80,036	PL# 950385, IO, Variable Rate, 5.85%, 08/01/37(1)		84,624
	4,370,438	PL# 950694, 6.00%, 10/01/37		4,574,022
	736,351	PL# 975639, 5.00%, 07/01/38		750,893
	2,628,976	PL# 981034, 5.00%, 04/01/38		2,680,895
	657,017	PL# 983897, 5.50%, 06/01/38		679,148
	295,889	PL# 985143, 5.00%, 09/01/38		301,732
	4,136,721	PL# 985730, 5.50%, 06/01/38		4,276,062
	943,930	PL# 987420, 5.00%, 07/01/38		962,571
	1,100,000	TBA, 5.50%, 07/01/24		1,150,875
	4,800,000	TBA, 6.00%, 07/01/24		5,080,501
	8,700,000	TBA, 5.00%, 07/01/39		8,857,687
				53,863,023
		Federal Agricultural Mortgage Corp. — 0.4%
	900,000	144A, 5.13%, 04/19/17(5)		953,397
		Federal Home Loan Bank — 4.2%
	10,400,000	Zero coupon, 01/06/10		10,381,987
	490,000	5.50%, 07/15/36		499,694
				10,881,681
		Freddie Mac — 2.9%
	77,731	PL# 1B2694, Variable Rate, 4.38%, 12/01/34(1)(5)		80,122
	718,534	PL# 1G2201, HB, Variable Rate, 6.09%, 09/01/37(1)		753,475
	3,261,443	PL# 1G2403, HB, Variable Rate, 5.56%, 01/01/38(1)		3,414,547
	280,831	PL# 1N1447, HB, Variable Rate, 5.75%, 02/01/37(1)		295,333
	1,549,323	PL# 1N1454, HB, Variable Rate, 5.90%, 04/01/37(1)		1,633,685
	543,474	PL# 1N1463, HB, Variable Rate, 5.87%, 05/01/37(1)		570,919
	741,215	PL# 1N1582, HB, Variable Rate, 5.92%, 05/01/37(1)		780,879
				7,528,960
		Freddie Mac Gold — 10.9%
	735,185	PL# A39644, 5.50%, 11/01/35		761,483
	696,307	PL# A39756, 5.00%, 11/01/35		710,968
	7,880,137	PL# G02427, 5.50%, 12/01/36(5)		8,149,709
	814,918	PL# G03092, 5.50%, 07/01/37(5)		842,413
	3,692,271	PL# G03695, 5.50%, 11/01/37		3,818,580
	6,846,979	PL# G03696, 5.50%, 01/01/38		7,077,997
	4,803,907	PL# G04222, 5.50%, 04/01/38		4,965,992
	1,500,000	TBA, 5.00%, 07/01/24		1,550,625
				27,877,767

See notes to financial statements.

40

TOTAL RETURN BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		US Government Agency Securities (continued)
		Government National Mortgage Association — 4.6%
$	492,154	PL# 605617, 5.00%, 07/15/34	$	504,535
	1,138,861	PL# 612902, 5.00%, 07/15/33		1,168,578
	532,344	PL# 636084, 5.00%, 01/15/35		545,237
	1,431,588	PL# 644631, 5.00%, 09/15/35		1,466,259
	4,500,000	TBA, 5.00%, 07/01/39		4,581,287
	3,400,000	TBA, 5.50%, 07/01/39		3,500,980
				11,766,876
		Tennessee Valley Authority — 0.2%
	440,000	5.98%, 04/01/36		468,007
		Total US Government Agency Securities
		(Cost $109,810,140)		113,339,711
		Corporate Bonds and Notes — 56.8%
		Advertising — 0.0%
	20,000	Lamar Media Corp., Series B, 6.63%, 08/15/15		16,900
		Airlines — 0.2%
	300,000	Continental Airlines, Inc., Series 2007-1A, 5.98%, 04/19/22(5)		247,500
	62,115	Delta Air Lines, Inc., Series 2001-1, Class A-1, 6.62%, 03/18/11(5)		59,009
	363,024	Delta Air Lines, Inc., Series 2007-1, Class A, 6.82%, 08/10/22(5)		301,310
				607,819
		Apparel: Manufacturing and Retail — 0.0%
	200,000	Neiman Marcus Group, Inc., 7.13%, 06/01/28		121,000
		Automobile: Rental — 0.0%
	75,000	Hertz Corp., 8.88%, 01/01/14		69,000
		Automobiles/Motor Vehicles, Automotive Equipment and Repairs — 0.3%
	600,000	Daimler Chrysler NA Holding, 5.88%, 03/15/11(5)		609,974
	840,000	General Motors Corp., 8.25%, 07/15/23(9)		102,900
	150,000	General Motors Corp., 8.38%, 07/15/33(9)		19,125
				731,999
		Banks and Financial Services — 11.7%
	100,000	AGFC Capital Trust I — 144A, Variable Rate, 6.00%, 01/15/67(1)		21,000
	420,000	Aiful Corp. — 144A (Japan), 5.00%, 08/10/10(5)		256,200
	560,000	American Express Company, 8.13%, 05/20/19(5)		581,128
	420,000	American Express Company, Variable Rate, 6.80%, 09/01/66(l)(5)		302,400
	220,000	American Express Credit Company, Series MTNC, 5.88%, 05/02/13(5)		218,453
	220,000	American General Finance Corp. Series MTNJ, 6.90%, 12/15/17(5)		119,126
	30,000	BAC Capital Trust XIV, Variable Rate, 5.63%, perpetual(1)		15,000
	100,000	Bank of Scotland PLC — 144A (United Kingdom), 5.25%, 02/21/17		82,750
	800,000	Bear Stearns Companies, Inc. (The), 7.25%, 02/01/18(5)		843,191
	860,000	Caterpillar Financial Service Corp., Series MTNF, 6.20%, 09/30/13(5)		910,531
	1,160,000	Citigroup, Inc., 6.50%, 08/19/13(5)		1,126,798
	1,260,000	Citigroup, Inc., 5.00%, 09/15/14(5)		1,056,281
	1,030,000	Citigroup, Inc., 6.88%, 03/05/38(5)		909,661
	2,440,000	Countrywide Financial Corp., Series MTNA, 4.50%, 06/15/10		2,415,633
	720,000	Ford Motor Credit Company LLC, 7.38%, 10/28/09		713,828
	1,110,000	Ford Motor Credit Company LLC, 12.00%, 05/15/15		1,038,024
	2,130,000	General Electric Capital Corp., Series MTNA, 6.88%, 01/10/39		1,917,241
	290,000	Glitnir Banki HF — 144A (Iceland), 6.33%, 07/28/11(8)(9)		47,125
	800,000	Glitnir Banki HF — 144A (Iceland), Variable Rate, 6.69%, 06/15/16(1)(8)(9)		80
	1,184,000	GMAC LLC — 144A, 6.63%, 05/15/12		988,640
	295,000	GMAC LLC — 144A, 7.50%, 12/31/13		228,625
	256,000	GMAC LLC — 144A, 8.00%, 12/31/18		162,560
	362,000	GMAC LLC — 144A, 8.00%, 11/01/31		253,400
	40,000	Goldman Sachs Capital II, Variable Rate, 5.79%, perpetual(1)		24,378
	380,000	Goldman Sachs Group, Inc. (The), 4.50%, 06/15/10		389,390

See notes to financial statements.

41

TOTAL RETURN BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Banks and Financial Services (continued)
$	140,000	Goldman Sachs Group, Inc. (The), 5.45%, 11/01/12	$	144,759
	490,000	Goldman Sachs Group, Inc. (The), 7.50%, 02/15/19		524,678
	960,000	HSBC Finance Corp., 4.63%, 09/15/10		967,813
	170,000	ICICI Bank, Ltd. — 144A (India), Variable Rate, 6.38%, 04/30/22(1)		132,576
	920,000	ICICI Bank, Ltd. — REG S (India), Variable Rate, 6.38%, 04/30/22(1)		718,590
	920,000	JPMorgan Chase & Company, 5.13%, 09/15/14		915,546
	1,100,000	JPMorgan Chase & Company, 5.15%, 10/01/15		1,084,292
	950,000	JPMorgan Chase & Company, 6.13%, 06/27/17		938,637
	80,000	JPMorgan Chase & Company, Series 2, 2.13%, 06/22/12		80,297
	200,000	Kaupthing Bank hf — 144A (Iceland), 7.13%, 05/19/16(8)(9)		20
	2,400,000	Kaupthing Bank hf — 144A, Series 1 (Iceland), 7.63%, 02/28/15(8)(9)(14)		186,000
	320,000	Landisbanki Islands hf — 144A (Iceland), 6.10%, 08/25/11(8)(9)		9,600
	410,000	Lehman Brothers E — Capital Trust I, Floating Rate, 3.59%, 08/19/65(2)(9)		41
	480,000	Lehman Brothers Holdings, Inc., Series MTN, 5.25%, 02/06/12(9)		70,800
	970,000	Lehman Brothers Holdings, Inc., Series MTN, 6.75%, 12/28/17(9)		97
	1,420,000	Merrill Lynch & Company, Inc., Series MTN, 6.88%, 04/25/18		1,314,290
	350,000	Mitsubishi UFJ Financial Group Capital Financial I, Ltd. (Cayman Islands), Variable Rate, 6.35%, perpetual(l)		306,394
	610,000	Morgan Stanley, Series MTN, 5.63%, 01/09/12		624,278
	200,000	Morgan Stanley, Series MTNF, Floating Rate, 1.56%, 10/18/16(2)		161,763
	490,000	Resona Preferred Global Securities — 144A (Cayman Islands), Variable Rate, 7.19%, perpetual(l)		357,700
	780,000	RSHB Capital — 144A (Luxembourg), 6.30%, 05/15/17		670,800
	220,000	Santander Issuances — 144A (Spain), Variable Rate, 5.81%, 06/20/16(1)		176,964
	120,000	SLM Corp., Series MTN, 5.05%, 11/14/14		92,844
	675,000	SLM Corp., Series MTNA, 5.00%, 10/01/13		545,978
	1,005,000	SLM Corp., Series MTNA, 5.38%, 05/15/14		807,729
	40,000	SLM Corp., Series MTNA, 5.00%, 04/15/15		30,470
	105,000	SLM Corp., Series MTNA, 5.63%, 08/01/33		64,646
	270,000	TNK-BP Finance SA — 144A (Luxembourg), 7.50%, 07/18/16		230,175
	100,000	TNK-BP Finance SA — 144A, (Luxembourg), 6.63%, 03/20/17		79,000
	108,000	TNK-BP Finance SA, REG S, Series 2 (Luxembourg), 7.50%, 07/18/16		93,960
	510,000	TNK-BP Finance SA, Series 6 — 144A, (Luxembourg), 7.88%, 03/13/18		420,750
	1,300,000	UBS AG Stamford Branch, Series MTN (Switzerland), 5.75%, 04/25/18		1,183,957
	1,150,000	Wachovia Corp., 5.25%, 08/01/14		1,125,358
	940,000	Wachovia Corp., Series MTNG, 5.50%, 05/01/13		971,024
	340,000	Wells Fargo Capital X, 5.95%, 12/15/36		251,600
				29,904,869
		Broadcast Services/Media — 1.7%
	130,000	CCH I, LLC/CCH I Capital Corp., 11.00%, 10/01/15(8)(9)		15,600
	320,000	Comcast Cable Communications, 8.88%, 05/01/17(5)		376,248
	730,000	Comcast Corp., 6.50%, 01/15/15(5)		774,299
	50,000	Comcast Corp., 6.50%, 01/15/17(5)		53,043
	210,000	Comcast Corp., 5.88%, 02/15/18(5)		212,872
	235,000	CSC Holdings, Inc., Series B, 7.63%, 04/01/11		232,650
	110,000	DIRECTV Holdings LLC/DIRECTV Financing Company, Inc., 8.38%, 03/15/13		110,275
	115,000	Dish DBS Corp., 7.00%, 10/01/13		109,250
	145,000	Dish DBS Corp., 7.75%, 05/31/15		138,113

See notes to financial statements.

42

TOTAL RETURN BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Broadcast Services/Media (continued)
$	20,000	News America, Inc., 6.20%, 12/15/34	$	17,074
	40,000	News America, Inc., 6.65%, 11/15/37		35,981
	60,000	Rogers Cable, Inc. (Canada), 6.75%, 03/15/15		63,553
	450,000	Time Warner Cable, Inc., 5.85%, 05/01/17		449,370
	160,000	Time Warner Cable, Inc., 8.75%, 02/14/19		186,391
	560,000	Time Warner Cable, Inc., 8.25%, 04/01/19		635,386
	240,000	Time Warner Cable, Inc., 6.75%, 06/15/39		233,590
	180,000	Time Warner Entertainment, 8.38%, 07/15/33		201,479
	510,000	Time Warner, Inc., 6.88%, 05/01/12(5)		545,570
				4,390,744
		Chemicals — 0.5%
	1,020,000	Dow Chemical Company, 5.70%, 05/15/18(5)		901,398
	400,000	PPG Industries, Inc., 6.65%, 03/15/18		425,256
	44,000	Westlake Chemical Corp., 6.63%, 01/15/16		38,500
				1,365,154
		Computer Equipment, Software and Services — 0.1%
	240,000	Sungard Data Systems, Inc., 10.25%, 08/15/15		221,700
		Consumer Goods and Services — 0.1%
	110,000	Reynolds American, Inc., 7.63%, 06/01/16		110,330
	190,000	Reynolds American, Inc., 6.75%, 06/15/17		177,403
				287,733
		Entertainment, Leisure and Recreation — 0.1%
	10,000	AMC Entertainment, Inc. — 144A, 8.75%, 06/01/19		9,400
	15,000	Boyd Gaming Corp., 6.75%, 04/15/14		12,150
	40,000	Boyd Gaming Corp., 7.13%, 02/01/16		29,650
	60,000	Inn of The Mountain Gods, 12.00%, 11/15/10(9)		24,000
	135,000	MGM MIRAGE, Inc., 7.63%, 01/15/17		87,412
	25,000	MGM MIRAGE, Inc. — 144A, 10.38%, 05/15/14		25,938
	60,000	MGM MIRAGE, Inc. — 144A, 11.13%, 11/15/17		63,600
	30,000	River Rock Entertainment Authority, 9.75%, 11/01/11		22,500
	140,000	Station Casinos, Inc., 7.75%, 08/15/16(8)(9)		48,300
				322,950
		Environmental Waste Management and Recycling Services — 0.2%
	600,000	Waste Management, Inc., 6.38%, 11/15/12		637,131
		Equipment Rental and Leasing — 0.5%
	3,330,000	International Lease Finance Corp. E-Capital Trust I — 144A, Variable Rate, 5.90%, 12/21/65(1)		1,232,100
	440,000	International Lease Finance Corp. E-Capital Trust II — 144A, Variable Rate, 6.25%, 12/21/65(1)		162,800
				1,394,900
		Food and Beverage — 0.9%
	1,290,000	Diageo Capital PLC (United Kingdom), 7.38%, 01/15/14(5)		1,459,577
	600,000	Pepsico, Inc., 7.90%, 11/01/18		729,962
				2,189,539
		Funeral Services — 0.0%
	50,000	Service Corp. International, 7.63%, 10/01/18		46,375
	55,000	Service Corp. International, 7.50%, 04/01/27		43,175
				89,550
		Insurance — 0.8%
	130,000	American International Group, Inc., Series MTNG, 5.85%, 01/16/18(5)		68,776
	20,000	ASIF Global Financing XIX — 144A, 4.90%, 01/17/13(5)		17,015
	825,000	Chubb Corp., 5.75%, 05/15/18(5)		855,719
	220,000	Humana, Inc., 7.20%, 06/15/18		198,251
	600,000	Merna Reinsurance, Ltd., Series B — 144A (Bermuda), Floating Rate, 2.35%, 07/07/10(2)		558,840
	360,000	MetLife, Inc., 6.75%, 06/01/16		366,500
				2,065,101

See notes to financial statements.

43

TOTAL RETURN BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Machinery — 0.0%
$	60,000	Terex Corp., 7.38%, 01/15/14	$	54,900
		Manufacturing — 0.2%
	120,000	Tyco International Group SA (Luxembourg), 6.38%, 10/15/11		126,448
	440,000	Tyco International Group SA (Luxembourg), 6.00%, 11/15/13		447,400
				573,848
		Medical Equipment, Supplies, and Services — 0.9%
	190,000	Community Health Systems, Inc., 8.88%, 07/15/15		186,200
	230,000	DaVita, Inc., 6.63%, 03/15/13		216,775
	3,000	HCA, Inc., 6.30%, 10/01/12		2,753
	56,000	HCA, Inc., 6.25%, 02/15/13		49,000
	110,000	HCA, Inc., 6.75%, 07/15/13		96,800
	50,000	HCA, Inc., 9.13%, 11/15/14		49,500
	100,000	HCA, Inc., 9.25%, 11/15/16		98,500
	743,000	HCA, Inc., 9.63%, 11/15/16(12)		735,570
	350,000	Roche Holdings, Inc. — 144A, 6.00%, 03/01/19		373,198
	558,000	Tenet Healthcare Corp. — 144A, 8.88%, 07/01/19		560,790
	50,000	WellPoint, Inc., 5.88%, 06/15/17		48,935
				2,418,021
		Metals and Mining — 1.5%
	730,000	Alcoa, Inc., 6.00%, 07/15/13(5)		713,214
	880,000	Evraz Group SA — 144A (Luxembourg), 8.88%, 04/24/13		721,600
	320,000	Freeport-McMoRan Copper & Gold, Inc., 8.38%, 04/01/17		322,400
	870,000	Rio Tinto Finance USA, Ltd. (Australia), 6.50%, 07/15/18		870,508
	155,000	Steel Dynamics, Inc., 7.38%, 11/01/12		146,863
	105,000	Steel Dynamics, Inc., 6.75%, 04/01/15		93,450
	25,000	Teck Resources, Ltd. — 144A (Canada), 9.75%, 05/15/14		25,875
	20,000	Teck Resources, Ltd. — 144A (Canada), 10.25%, 05/15/16		20,950
	45,000	Teck Resources, Ltd. — 144A (Canada), 10.75%, 05/15/19		48,375
	484,000	Vale Overseas, Ltd. (Cayman Islands), 6.88%, 11/21/36		459,560
	520,000	Vedanta Resources PLC — 144A (United Kingdom), 8.75%, 01/15/14		473,200
				3,895,995
		Office Equipment, Supplies, and Services — 0.0%
	30,000	Xerox Corp., 6.75%, 02/01/17		27,300
		Oil, Coal and Gas — 7.5%
	740,000	Anadarko Finance Company, Series B (Canada), 7.50%, 05/01/31(5)		722,069
	1,250,000	Anadarko Petroleum Corp., 6.45%, 09/15/36(5)		1,123,645
	240,000	Apache Corp., 5.25%, 04/15/13(5)		252,106
	950,000	Apache Corp., 5.63%, 01/15/17(5)		996,663
	800,000	Baker Hughes, Inc., 7.50%, 11/15/18(5)		936,848
	60,000	Chesapeake Energy Corp., 6.38%, 06/15/15		53,400
	140,000	Chesapeake Energy Corp., 6.25%, 01/15/18		116,200
	135,000	Chesapeake Energy Corp., 7.25%, 12/15/18		117,450
	195,000	Complete Production Services, Inc., 8.00%, 12/15/16		166,725
	210,000	Conoco, Inc., 6.95%, 04/15/29(5)		226,278
	900,000	ConocoPhillips, 6.50%, 02/01/39(5)		957,990
	305,000	Dynegy Holdings, Inc., 7.75%, 06/01/19		237,519
	1,420,000	El Paso Corp., 7.00%, 06/15/17		1,293,271
	19,000	El Paso Corp., Series MTN, 7.80%, 08/01/31		15,498
	92,000	El Paso Corp., Series MTN, 7.75%, 01/15/32		74,890
	110,000	El Paso Natural Gas, 8.38%, 06/15/32(5)		119,651
	770,000	Gaz Capital (Gazprom) — 144A (Luxembourg), 6.51%, 03/07/22		577,500
	850,000	Hess Corp., 8.13%, 02/15/19		967,686

See notes to financial statements.

44

TOTAL RETURN BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Oil, Coal and Gas (continued)
$	80,000	Hess Corp., 7.88%, 10/01/29(5)	$	86,772
	440,000	Hess Corp., 7.30%, 08/15/31(5)		454,187
	460,000	Intergas Finance BV — 144A (the Netherlands), 6.38%, 05/14/17		349,600
	440,000	KazMunaiGaz Finance Sub BV — 144A (the Netherlands), 8.38%, 07/02/13		405,900
	200,000	Kerr-McGee Corp., 6.95%, 07/01/24		185,575
	295,000	Kerr-McGee Corp., 7.88%, 09/15/31		287,862
	310,000	Key Energy Services, Inc., 8.38%, 12/01/14		273,575
	470,000	Kinder Morgan Energy Partners LP, 6.75%, 03/15/11		492,597
	130,000	Kinder Morgan Energy Partners LP, 5.85%, 09/15/12		135,528
	260,000	Kinder Morgan Energy Partners LP, 6.00%, 02/01/17		257,937
	1,030,000	Kinder Morgan Energy Partners LP, Series MTN, 6.95%, 01/15/38		997,752
	1,060,000	Occidental Petroleum Corp., 7.00%, 11/01/13		1,213,568
	160,000	OPTI Canada, Inc. (Canada), 7.88%, 12/15/14		103,600
	120,000	OPTI Canada, Inc. (Canada), 8.25%, 12/15/14		79,200
	45,000	Peabody Energy Corp., Series B, 6.88%, 03/15/13		44,550
	1,170,000	Pemex Project Funding Master Trust, 6.63%, 06/15/35		1,058,185
	411,000	Petrobas International Finance Company (Cayman Islands), 6.13%, 10/06/16		421,275
	215,000	Sandridge Energy, Inc — 144A, 9.88%, 05/15/16		207,475
	125,000	Semgroup LP — 144A, 8.75%, 11/15/15(8)(9)		5,000
	5,000	Southern Natural Gas, 8.00%, 03/01/32		5,291
	60,000	Southern Natural Gas — 144A, 5.90%, 04/01/17		58,110
	65,000	Suburban Propane Partners, 6.88%, 12/15/13		59,800
	20,000	Tennessee Gas Pipeline, 7.63%, 04/01/37		20,256
	120,000	Transocean, Inc. (Cayman Islands), 5.25%, 03/15/13		124,434
	370,000	Williams Companies, Inc., 7.88%, 09/01/21		364,450
	380,000	Williams Companies, Inc., 7.75%, 06/15/31		342,000
	130,000	Williams Companies, Inc., 8.75%, 03/15/32		130,650
	840,000	Williams Companies, Inc., Series A, 7.50%, 01/15/31		739,200
	550,000	XTO Energy, Inc., 7.50%, 04/15/12		609,261
	340,000	XTO Energy, Inc., 5.65%, 04/01/16		344,212
	10,000	XTO Energy, Inc., 6.25%, 08/01/17		10,523
	270,000	XTO Energy, Inc., 5.50%, 06/15/18		270,556
	70,000	XTO Energy, Inc., 6.75%, 08/01/37		73,077
				19,167,347
		Paper and Forest Products — 0.3%
	820,000	Weyerhaeuser Company, 6.75%, 03/15/12		820,295
		Pharmaceuticals/Research and Development — 0.4%
	200,000	Abbott Laboratories, 5.60%, 11/30/17(5)		214,227
	280,000	FMC Finance III SA (Luxembourg), 6.88%, 07/15/17		260,400
	470,000	Wyeth, 5.95%, 04/01/37		486,228
				960,855
		Printing and Publishing — 0.2%
	360,000	Reed Elsevier Capital, 8.63%, 01/15/19		409,023
	40,000	Sun Media Corp. (Canada), 7.63%, 02/15/13		26,300
	80,000	TL Acquisitions, Inc. — 144A, 10.50%, 01/15/15		64,800
				500,123
		Private Asset Backed: Banks and Financial Services — 1.7%
	2,106,698	Conseco Finance Securitizations Corp., Series 2002-1, Class A, 6.68%, 12/01/33(5)		1,795,728
	2,296,652	Conseco Finance Securitizations Corp., Series 2002-2, Class A2, 6.03%, 03/01/33(5)		1,913,446
	140,000	Morgan Stanley Capital I, Series 2005-HQ6, Class A4A, 4.99%, 08/13/42		119,607

See notes to financial statements.

45

TOTAL RETURN BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Private Asset Backed: Banks and Financial Services (continued)
$	430,000	Morgan Stanley Capital I, Series 2006-IQ12, Class A4, 5.33%, 12/15/43	$	321,563
	159,580	Nomura Asset Acceptance Corp. — 144A, Series 2004-R1, Class A1, 6.50%, 03/25/34		135,113
	214,620	Nomura Asset Acceptance Corp. — 144A, Series 2004-R2, Class A1, 6.50%, 10/25/34		178,790
				4,464,247
		Private Asset Backed: Credit Cards — 0.6%
	1,530,000	Washington Mutual Master Note Trust — 144A, Series 2006-A3A, Class A3, Floating Rate, 0.35%, 09/15/13(3)		1,527,654
		Private Asset Backed: Mortgage and Home Equity — 16.8%
	365,569	AAMES Mortgage Investment Trust — 144A, Series 2005-3, Class A1, Floating Rate, 0.46%, 08/25/35(3)		346,140
	106,408	Accredited Mortgage Loan Trust, Series 2005-3, Class A1, Floating Rate, 0.55%, 09/25/35(3)		76,216
	48,672	Adjustable Rate Mortgage Trust, Series 2004-2, Class 7A2, Floating Rate, 0.73%, 02/25/35(3)(5)		26,237
	16,004	Adjustable Rate Mortgage Trust, Series 2004-5, Class 7A2, Floating Rate, 0.69%, 04/25/35(3)		13,008
	1,542,784	American Home Mortgage Assets Trust, Series 2006-2, Class 2A1, Floating Rate, 0.50%, 09/25/46(3)(5)		647,577
	261,397	American Home Mortgage Investment Trust, Series 2005-4, Class 1A1, Floating Rate, 0.60%, 11/25/45(3)(5)		115,207
	470,904	Amortizing Residential Collateral Trust, Series 2002-BC5, Class Ml, Floating Rate, 1.35%, 07/25/32(3)		290,464
	1,214,000	Banc of America Commercial Mortgage, Inc., Series 2005-3, Class A4, 4.67%, 07/10/43(5)		1,044,582
	280,000	Banc of America Commercial Mortgage, Inc., Series 2007-3, Class A3, Floating Rate, 5.66%, 07/10/14(3)(5)		213,794
	704,569	Banc of America Funding Corp., Series 2005-E, Class 4A1, Floating Rate, 4.43%, 03/20/35(3)		444,563
	445,227	Banc of America Mortgage Securities, Series 2005-A, Class 2A1, Floating Rate, 4.45%, 02/25/35(3)(5)		294,102
	197,103	Bear Stearns ALT-A Trust, Series 2004-11, Class 2A2, Floating Rate, 5.20%, 11/25/34(3)(5)		119,090
	897,126	Bear Stearns Mortgage Funding Trust, Series 2006-AR1, Class 2A2, Floating Rate, 0.57%, 08/25/36(3)		174,518
	1,475,088	Bear Stearns Mortgage Funding Trust, Series 2006-AR5, Class 1A2, Floating Rate, 0.52%, 12/25/36(3)		239,276
	1,276,719	Bear Stearns Second Lien Trust — 144A, Series 2007-SV1A, Class A3, Floating Rate, 0.56%, 12/25/36(3)(5)		267,865
	1,150,000	Chase Funding Mortgage Loan Asset-Backed, Series 2003-4, Class 1A5, 5.42%, 05/25/33(5)		613,275
	2,394,727	Countrywide Alternative Loan Trust, Series 2005-36, Class 2A1A, Floating Rate, 0.62%, 08/25/35(3)(5)		1,024,331
	280,036	Countrywide Alternative Loan Trust, Series 2005-36, Class 3A1, Floating Rate, 4.85%, 08/25/35(3)(5)		181,082
	652,087	Countrywide Alternative Loan Trust, Series 2005-38, Class A3, Floating Rate, 0.66%, 09/25/35(3)(5)		296,649
	144,720	Countrywide Alternative Loan Trust, Series 2005-44, Class 1A1, Floating Rate, 0.64%, 10/25/35(3)(5)		62,221
	2,056,946	Countrywide Alternative Loan Trust, Series 2005-51, Class 3A3A, Floating Rate, 0.64%, 11/20/35(3)		923,746

See notes to financial statements.

46

TOTAL RETURN BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Private Asset Backed: Mortgage and Home Equity (continued)
$	312,928	Countrywide Alternative Loan Trust, Series 2005-59, Class 1A1, Floating Rate, 0.64%, 11/20/35(3)(5)	$	141,333
	658,026	Countrywide Alternative Loan Trust, Series 2005-72, Class Al, Floating Rate, 0.58%, 01/25/36(3)(5)		287,434
	829,974	Countrywide Alternative Loan Trust, Series 2005-J12, Class 2A1, Floating Rate, 0.58%, 08/25/35(3)		376,015
	909,751	Countrywide Alternative Loan Trust, Series 2006-OA2, Class A5, Floating Rate, 0.55%, 05/20/46(3)		347,186
	399,998	Countrywide Alternative Loan Trust, Series 2006-OA6, Class 1A1A, Floating Rate, 0.52%, 07/25/46(3)		156,706
	49,518	Countrywide Asset-Backed Certificates, Series 2005-4, Class AF3, 4.46%, 10/25/35		45,098
	414,981	Countrywide Home Equity Loan Trust — 144A, Series 2006-RES, Class 4Q1B, Floating Rate, 0.62%, 12/15/33(3)(5)		66,476
	145,358	Countrywide Home Equity Loan Trust, Series 2005-G, Class 2A, Floating Rate, 0.55%, 12/15/35(3)		56,047
	109,591	Countrywide Home Loans — 144A, Series 2004-R2, Class 1AF1, Floating Rate, 0.73%, 11/25/34(3)		75,687
	170,585	Countrywide Home Loans — 144A, Series 2005-R1, Class 1AF1, Floating Rate, 0.67%, 03/25/35(3)		120,359
	293,155	Countrywide Home Loans — 144A, Series 2005-R3, Class AF, Floating Rate, 0.71%, 09/25/35(3)(5)		197,997
	334,702	Countrywide Home Loans, Series 2003-60, Class 1A1, Floating Rate, 5.53%, 02/25/34(3)		274,123
	160,006	Countrywide Home Loans, Series 2004-23, Class A, Floating Rate, 2.62%, 11/25/34(3)(5)		86,014
	446,171	Countrywide Home Loans, Series 2005-3, Class 1A2, Floating Rate, 0.60%, 04/25/35(3)(5)		200,145
	250,000	Credit Suisse Mortgage Capital Certificates — 144A, Series 2006-CF2, Class A1, Floating Rate, 0.57%, 05/25/36(3)		163,384
	1,860,000	Credit Suisse Mortgage Capital Certificates, Series 2006-C4, Class A3, 5.47%, 09/15/39(5)		1,301,507
	756,636	CS First Boston Mortgage Securities Corp., Series 2004-AR5, Class 7A2, Floating Rate, 3.64%, 06/25/34(3)		632,553
	1,270,000	Deutsche Mortgage Securities, Inc. — 144A, Series 2005-WF1, Class 1A3, Floating Rate, 5.12%, 06/26/35(3)(5)		821,546
	673,149	First Horizon Alternative Mortgage Securities, Series 2006-FA8, Class 1A8, Floating Rate, 0.68%, 02/25/37(3)		297,982
	310,000	GE Capital Commercial Mortgage Corp., Series 2005-C4, Class A4, Floating Rate, 5.33%, 11/10/45(3)		260,884
	1,000,000	GMAC Commercial Mortgage Securities, Inc., Series 2006-C1, Class A4, 5.24%, 11/10/45		828,223
	53,720	GMAC Mortgage Corp. Loan Trust, Series 2003-AR2, Class 1A1, Floating Rate, 5.63%, 12/19/33(3)		46,577
	222,456	GMAC Mortgage Corp. Loan Trust, Series 2005-AR1, Class 3A, Floating Rate, 4.63%, 03/18/35(3)		130,586
	287,424	Greenpoint Mortgage Funding Trust, Series 2006-AR4, Class A1A, Floating Rate, 0.41%, 09/25/46(3)		230,874
	1,169,690	Greenpoint Mortgage Funding Trust, Series 2007-AR1, Class 1A1A, Floating Rate, 0.39%, 02/25/47(3)		580,709
	200,000	GS Mortgage Securities Corp. II, Series 2005-GG4, Class AABA, 4.68%, 07/10/39		192,536
	254,045	GSMPS Mortgage Loan Trust — 144A, Series 2005-RP3, Class 1AF, Floating Rate, 0.66%, 09/25/35(3)		174,921

See notes to financial statements.

47

TOTAL RETURN BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Private Asset Backed: Mortgage and Home Equity (continued)
$	2,302,643	Harborview Mortgage Loan Trust, Series 2006-10, Class 2A1A, Floating Rate, 0.49%, 11/19/36(3)	$	915,581
	97,920	Impac CMB Trust, Series 2004-6, Class 1A1, Floating Rate, 1.11%, 10/25/34(3)		43,550
	1,244,639	IndyMac INDA Mortgage Loan Trust, Series 2007-AR7, Class 1A1, Floating Rate, 6.14%, 09/25/37(3)		811,937
	2,269,651	IndyMac Index Mortgage Loan Trust, Series 2005-AR14, Class 2A1A, Floating Rate, 0.61%, 07/25/35(3)		1,027,155
	96,694	IndyMac Index Mortgage Loan Trust, Series 2005-AR15, Class A2, 5.10%, 09/25/35		59,781
	1,997,235	IndyMac Index Mortgage Loan Trust, Series 2007-AR15, Class 2A1, Floating Rate, 5.69%, 08/25/37(3)		905,663
	1,100,000	JPMorgan Chase Commercial Mortgage Securities Corp., Series 2007-LD11, Class A3, Floating Rate, 5.80%, 06/15/49(3)		818,825
	1,590,000	JPMorgan Chase Commercial Mortgage Securities Corp., Series 2007-LD11, Class A4, Floating Rate, 5.80%, 06/15/49(3)		1,214,179
	833,748	JPMorgan Mortgage Trust, Series 2004-A1, Class 1A1, Floating Rate, 4.81%, 02/25/34(3)		751,038
	176,762	JPMorgan Mortgage Trust, Series 2004-A3, Class 1A1, Floating Rate, 3.86%, 07/25/34(3)		154,953
	396,238	JPMorgan Mortgage Trust, Series 2006-A2, Class 5A1, Floating Rate, 5.10%, 11/25/33(3)		346,309
	900,000	LB-UBS Commercial Mortgage Trust, Series 2005-C3, Class A5, 4.74%, 07/15/30		770,099
	100,000	LB-UBS Commercial Mortgage Trust, Series 2005-C3, Class AAB, 4.66%, 07/15/30		96,127
	200,000	LB-UBS Commercial Mortgage Trust, Series 2005-C5, Class A4, 4.95%, 09/15/30		171,363
	184,855	Lehman XS Trust, Series 2005-5N, Class 1A1, Floating Rate, 0.61%, 11/25/35(3)		77,325
	1,107,773	Lehman XS Trust, Series 2005-5N, Class 3A1A, Floating Rate, 0.61%, 11/25/35(3)		472,658
	147,759	Lehman XS Trust, Series 2005-7N, Class 1A1B, Floating Rate, 0.61%, 12/25/35(3)		36,222
	245,361	Lehman XS Trust, Series 2006-GP4, Class 3A1A, Floating Rate, 0.38%, 08/25/46(3)		198,820
	835,065	Lehman XS Trust, Series 2007-2N, Class 3A1, Floating Rate, 0.40%, 02/25/37(3)		489,235
	1,122,492	Master Adjustable Rate Mortgages Trust — 144A, Series 2007-R5, Class A1, Floating Rate, 5.64%, 11/25/35(3)		491,979
	1,372,364	Master Adjustable Rate Mortgages Trust, Series 2006-OA2, Class 1A1, Floating Rate, 2.14%, 12/25/46(3)		333,253
	693,003	Merrill Lynch Mortgage Investors Trust, Series 2004-A1, Class 2A1, Floating Rate, 4.56%, 02/25/34(3)		590,562
	770,135	Merrill Lynch Mortgage Investors Trust, Series 2004-A3, Class 4A3, Floating Rate, 5.03%, 05/25/34(3)		683,558
	126,059	Merrill Lynch Mortgage Investors Trust, Series 2005-A3, Class A1, Floating Rate, 0.58%, 04/25/35(3)		73,017
	1,610,404	Merrill Lynch Mortgage Investors Trust, Series 2007-SD1, Class A1, Floating Rate, 0.76%, 02/25/47(3)		850,879
	500,000	Merrill Lynch Mortgage Investors, Inc., Series 2005-A4, Class 2A2, 4.46%, 07/25/35		314,412

See notes to financial statements.

48

TOTAL RETURN BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Private Asset Backed: Mortgage and Home Equity (continued)
$	400,000	Merrill Lynch Mortgage Investors, Inc., Series 2005-A5, Class A3, 4.44%, 06/25/35	$	195,983
	42,500	Merrill Lynch Mortgage Trust, Series 2006-C1, Class A4, Floating Rate, 5.66%, 05/12/39(3)		34,602
	123,776	MLCC Mortgage Investors, Inc., Series 2003-F, Class A1, Floating Rate, 0.63%, 10/25/28(3)		93,717
	483,210	Morgan Stanley Mortgage Loan Trust, Series 2004-8AR, Class 4A2, Floating Rate, 5.27%, 10/25/34(3)		371,055
	1,084,677	Morgan Stanley Mortgage Loan Trust, Series 2006-3AR, Class 2A3, Floating Rate, 5.51%, 03/25/36(3)		555,179
	374,007	Prime Mortgage Trust — 144A, Series 2006-DR1, Class 1A1, 5.50%, 05/25/35		354,021
	173,975	Prime Mortgage Trust — 144A, Series 2006-DR1, Class 1A2, 6.00%, 05/25/35		166,744
	1,008,964	Prime Mortgage Trust — 144A, Series 2006-DR1, Class 2A1, 5.50%, 05/25/35		719,379
	839,006	Prime Mortgage Trust — 144A, Series 2006-DR1, Class 2A2, 6.00%, 05/25/35		582,978
	1,876,923	RAAC — 144A, Series 2007-RP4, Class A, Floating Rate, 0.66%, 06/25/37(3)		1,094,865
	1,137,638	RBSGC Mortgage Pass Through Certificates, Series 2007-B, Class 1A4, Floating Rate, 0.76%, 01/25/37(3)		443,627
	1,500,000	Renaissance Home Equity Loan Trust, Series 2007-2, Class AF6, 5.88%, 06/25/37		527,865
	986,013	Residential Accredited Loans, Inc., Series 2006-QO10, Class A1, Floating Rate, 0.47%, 01/25/37(3)		396,737
	1,170,643	Residential Accredited Loans, Inc., Series 2007-QO1, Class A1, Floating Rate, 0.46%, 02/25/47(3)		466,325
	2,229,774	Residential Accredited Loans, Inc., Series 2007-QO4, Class A1A, Floating Rate, 0.50%, 05/25/47(3)		846,530
	1,261,376	Residential Accredited Loans, Inc., Series 2007-QS1, Class 2A2, Floating Rate, 0.67%, 01/25/37(3)		619,744
	2,700,000	Securitized Asset Backed Receivables LLC, Series 2007-BR3, Class A2B, Floating Rate, 0.53%, 04/25/37(3)		653,071
	835,893	Structured Adjustable Rate Mortgage Loan Trust, Series 2004-20, Class 3A1, Floating Rate, 5.33%, 01/25/35(3)		561,014
	1,257,001	Structured Adjustable Rate Mortgage Loan Trust, Series 2005-15, Class 1A1, 5.06%, 07/25/35		861,570
	507,521	Structured Adjustable Rate Mortgage Loan Trust, Series 2005-16XS, Class Al, Floating Rate, 0.65%, 08/25/35(3)		268,736
	673,183	Structured Adjustable Rate Mortgage Loan Trust, Series 2005-19XS, Class 1A1, Floating Rate, 0.63%, 10/25/35(3)		303,199
	120,516	Structured Asset Mortgage Investments, Inc., Series 2003-AR4, Class Al, Floating Rate, 0.66%, 01/19/34(3)		59,939
	399,518	Structured Asset Mortgage Investments, Inc., Series 2006-AR6, Class 1A3, Floating Rate, 0.50%, 07/25/46(3)		139,906
	430,635	Structured Asset Securities Corp. — 144A, Series 2005-RF3, Class 1A, Floating Rate, 0.66%, 06/25/35(3)		237,218
	2,243,487	Structured Asset Securities Corp. — 144A, Series 2007-TC1, Class A, Floating Rate, 0.61%, 04/25/31(3)		1,252,780
	220,716	Washington Mutual Mortgage Pass-Through Certificates, Series 2005-AR13, Class A1A1, Floating Rate, 0.60%, 10/25/45(3)		115,470
	245,770	Washington Mutual Mortgage Pass-Through Certificates, Series 2005-AR15, Class A1A2, Floating Rate, 0.59%, 11/25/45(3)		111,729

See notes to financial statements.

49

TOTAL RETURN BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Private Asset Backed: Mortgage and Home Equity (continued)
$	145,233	Washington Mutual Mortgage Pass-Through Certificates, Series 2005-AR8, Class 2A1A, Floating Rate, 0.60%, 07/25/45(3)	$	66,485
	2,848,776	Washington Mutual Mortgage Pass-Through Certificates, Series 2006-AR3, Class A1A, Floating Rate, 2.31%, 05/25/46(3)		1,101,959
	1,750,236	Washington Mutual Mortgage Pass-Through Certificates, Series 2006-AR6, Class 2A, Floating Rate, 2.30%, 08/25/46(3)		696,775
	590,221	Washington Mutual Mortgage Pass-Through Certificates, Series 2007-HY4, Class 4A1, 5.50%, 09/25/36		356,769
	2,676,138	Washington Mutual Mortgage Pass-Through Certificates, Series 2007-OA6, Class 1A1B, Floating Rate, 2.15%, 07/25/47(3)		503,233
				42,964,529
		Private Asset Backed: Student Loans — 0.5%
	780,000	Nelnet Student Loan Trust, Series 2008-4, Class A4, Floating Rate, 2.57%, 04/25/17(2)		768,518
	400,000	SLC Student Loan Trust, Series 2008-1, Class A4A, Floating Rate, 2.23%, 12/15/32(2)		388,464
	137,215	SLM Student Loan Trust, Series 2006-5, Class A2, Floating Rate, 1.08%, 07/25/17(2)		137,126
				1,294,108
		Real Estate Development and Services — 0.1%
	35,000	Forest City Enterprises, Inc., 7.63%, 06/01/15		22,050
	30,000	Forest City Enterprises, Inc., 6.50%, 02/01/17		16,500
	520,000	Realogy Corp., 12.38%, 04/15/15		145,600
				184,150
		Real Estate Investment Trusts — 0.0%
	40,000	Host Hotels & Resorts LP, Series Q, 6.75%, 06/01/16		34,700
	10,000	Ventas Realty LP/Ventas Capital Corp., 9.00%, 05/01/12		10,300
	30,000	Ventas Realty LP/Ventas Capital Corp., 6.50%, 06/01/16		26,850
				71,850
		Retail — 0.3%
	757,871	CVS Caremark Corp. — 144A, 6.94%, 01/10/30(5)		685,745
		Scientific and Technical Instruments — 0.1%
	100,000	Cie Generale de Geophysique (France), 7.50%, 05/15/15		91,750
	105,000	Cie Generale de Geophysique (France), 7.75%, 05/15/17		95,550
				187,300
		Semiconductors — 0.1%
	260,000	Freescale Semiconductor, Inc., 8.88%, 12/15/14		131,300
	20,000	Freescale Semiconductor, Inc., 10.13%, 12/15/16		6,800
				138,100
		Telecommunications Equipment and Services — 3.8%
	220,000	America Movil SAB de CV (Mexico), 5.63%, 11/15/17(5)		215,029
	410,000	AT&T, Inc., 5.10%, 09/15/14		425,903
	380,000	AT&T, Inc., 5.50%, 02/01/18(5)		379,444
	80,000	AT&T, Inc., 5.80%, 02/15/19(5)		81,225
	810,000	AT&T, Inc., 6.55%, 02/15/39(5)		808,560
	10,000	Bellsouth Corp., 4.75%, 11/15/12(5)		10,353
	75,000	Citizens Communications Company, 7.13%, 03/15/19		63,938
	210,000	Cricket Communications I — 144A, 7.75%, 05/15/16		202,125
	375,000	Deutsche Telecom International Finance BV (the Netherlands), 5.75%, 03/23/16(5)		383,949
	1,290,000	Embarq Corp., 6.74%, 06/01/13(5)		1,302,178
	235,000	Intelsat Jackson Holdings — 144A (Bermuda), 9.50%, 06/15/16		236,175
	40,000	Intelsat Jackson Holdings (Bermuda), 11.25%, 06/15/16		40,800

See notes to financial statements.

50

TOTAL RETURN BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Telecommunications Equipment and Services (continued)
$	320,000	Koninklijke KPN NV (the Netherlands), 8.00%, 10/01/10	$	335,769
	445,000	Koninklijke KPN NV (the Netherlands), 8.38%, 10/01/30		508,651
	170,000	Level 3 Financing, Inc., 9.25%, 11/01/14		139,400
	300,000	Nextel Communications, Inc., Series E, 6.88%, 10/31/13		248,250
	360,000	Qwest Communications International, Inc., Series B, 7.50%, 02/15/14		328,500
	80,000	Rogers Communications (Canada), 6.80%, 08/15/18		85,762
	150,000	Sprint Capital Corp., 8.38%, 03/15/12		147,750
	540,000	Sprint Capital Corp., 6.90%, 05/01/19		446,850
	80,000	Sprint Capital Corp., 8.75%, 03/15/32		64,400
	390,000	Telecom Italia Capital (Luxembourg), 5.25%, 10/01/15		376,481
	650,000	Telecom Italia Capital (Luxembourg), 7.00%, 06/04/18		657,576
	990,000	Verizon Communications, Inc., 6.90%, 04/15/38		1,032,771
	210,000	Verizon Communications, Inc., 8.95%, 03/01/39		265,192
	160,000	Verizon Global Funding Corp., 7.38%, 09/01/12		178,995
	560,000	Verizon New York, Inc., Series A, 6.88%, 04/01/12		593,503
	165,000	Windstream Corp., 8.63%, 08/01/16		157,988
				9,717,517
		Transportation — 0.3%
	40,000	Gulfmark Offshore, Inc., 7.75%, 07/15/14		36,600
	200,000	Kansas City Southern de Mexico, SA de CV — 144A (Mexico), 12.50%, 04/01/16		203,000
	340,000	RailAmerica, Inc. — 144A, 9.25%, 07/01/17		328,100
	130,000	Teekay Shipping Corp. (Marshall Islands), 8.88%, 07/15/11		129,025
	180,000	Union Pacific Corp., 5.38%, 05/01/14		184,744
				881,469
		Utilities—4.4%
	67,000	AES Corp., 7.75%, 03/01/14		63,483
	210,000	AES Corp., 7.75%, 10/15/15		195,300
	1,130,000	AES Corp., 8.00%, 10/15/17		1,050,899
	1,590,000	AES Corp., 8.00%, 06/01/20		1,427,024
	240,000	Calpine Construction Finance Company, LP/CCFC Finance Corp. — 144A, 8.00%, 06/01/16		229,800
	30,000	Dominion Resources, Inc., 4.75%, 12/15/10(5)		30,833
	580,000	Dominion Resources, Inc., 5.70%, 09/17/12(5)		616,945
	560,000	Dominion Resources, Inc., Series D, 8.88%, 01/15/19(5)		667,823
	590,000	Duke Energy Carolinas, 5.63%, 11/30/12(5)		632,343
	60,000	Edison Mission Energy, 7.75%, 06/15/16		48,900
	50,000	Edison Mission Energy, 7.00%, 05/15/17		38,375
	140,000	Edison Mission Energy, 7.20%, 05/15/19		104,300
	50,000	Edison Mission Energy, 7.63%, 05/15/27		32,000
	10,000	Energy Future Holdings Corp., 10.88%, 11/01/17		7,300
	3,794,800	Energy Future Holdings Corp., 11.25%, 11/01/17(12)		2,314,827
	370,000	Exelon Corp., 5.63%, 06/15/35(5)		297,829
	650,000	FirstEnergy Corp., Series B, 6.45%, 11/15/11		678,444
	515,000	FirstEnergy Corp., Series C, 7.38%, 11/15/31		486,087
	311,774	Mirant Mid-Atlantic Trust LLC, Series C, 10.06%, 12/30/28		299,693
	75,000	NRG Energy, Inc., 7.25%, 02/01/14		72,750
	170,000	NRG Energy, Inc., 7.38%, 02/01/16		160,863
	45,000	NRG Energy, Inc., 7.38%, 01/15/17		42,413

See notes to financial statements.

51

TOTAL RETURN BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Utilities (continued)
$	620,000	Pacific Gas & Electric Company, 5.63%, 11/30/17	$	656,261
	210,000	Pacific Gas & Electric Company, 6.05%, 03/01/34		217,862
	140,000	Pacific Gas & Electric Company, 5.80%, 03/01/37		140,700
	440,000	TXU Corp., Series P, 5.55%, 11/15/14		277,825
	200,000	TXU Corp., Series Q, 6.50%, 11/15/24		100,216
	635,000	TXU Corp., Series R, 6.55%, 11/15/34		305,282
				11,196,377
		Total Corporate Bonds and Notes (Cost $197,556,985)		146,147,819
		Preferred Corporate Bonds and Notes — 2.0%
		Banks and Financial Services — 1.5%
	610,000	Bank of America Corp., Series K, Variable Rate, 8.00%, perpetual(1)		509,448
	90,000	Bank of America Corp., Series M, Variable Rate, 8.13%, perpetual(1)		75,167
	160,000	Credit Suisse (Switzerland), Variable Rate, 5.86%, perpetual (1)(5)		104,000
	1,190,000	General Electric Capital Corp., Variable Rate, 6.38%, 11/15/67(1)		793,993
	930,000	Lehman Brothers Capital Trust VII, Series MTN, Variable Rate, 5.86%, perpetual(1)(9)		93
	280,000	Rabobank Nederland — 144A (the Netherlands), Variable Rate, 11.00%, perpetual(1)		311,500
	200,000	Royal Bank of Scotland Group PLC, Series MTNU (United Kingdom), Variable Rate, 7.64%, perpetual(1)		81,000
	610,000	Shinsei Financial, Ltd. — 144A (Cayman Islands), Variable Rate, 6.42%, perpetual(1)		244,000
	150,000	SunTrust Capital VIII, Variable Rate, 6.10%, 12/15/36(1)		97,437
	460,000	Wachovia Capital Trust III, Variable Rate, 5.80%, perpetual(1)		276,000
	1,300,000	Wells Fargo Capital XV, Variable Rate, 9.75%, perpetual(1)		1,257,750
				3,750,388
		Insurance — 0.5%
	1,140,000	MetLife, Inc., 6.40%, 12/15/36		815,100
	670,000	Travelers Companies, Inc. (The), Variable Rate, 6.25%, 03/15/37(1)		539,996
				1,355,096
		Total Preferred Corporate Bonds and Notes
		(Cost $7,691,313)		5,105,484
Shares
		Preferred Stocks — 0.1%
		Banks and Financial Services
	1,300	Fannie Mae, Series O, Floating Rate, 7.00%(2)		2,015
	31,175	Fannie Mae, Series S, Variable Rate, 8.25%(1)		41,463
	43,300	Freddie Mac, Series Z, Variable Rate, 8.38%(1)		52,826
	341	Preferred Blocker, Inc. — 144A, 7.00%		146,651
		Total Preferred Stocks
		(Cost $1,988,323)		242,955
Principal
		Municipal Bonds — 0.2%
		Virginia
$	449,107	Virginia State Housing Development Authority, Series C, Revenue Bond, 6.00%, 06/25/34 (Cost $442,005)		439,208
		Foreign Government Obligations — 0.3%
	710,400	Russia Foreign Bond-REG S (Russia), 7.50%, 03/31/30		699,389
	8,000	United Mexican States (Mexico), 5.63%, 01/15/17		8,088
		Total Foreign Government Obligations
		(Cost $795,161)		707,477
		Total Securities
		(Cost $327,448,615)		275,668,544

See notes to financial statements.

52

TOTAL RETURN BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal				Value
			Repurchase Agreements — 0.6%
$	1,416,448		With State Street Bank and Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $1,416,448 (Collateralized by US Treasury Bill, 0.31%, due 12/10/09, with a value of $1,447,970) (Cost $1,416,448)	$	1,416,448
			Total Investments before Call and Put Options Written — 107.9% (Cost $328,865,063)		277,084,992
Contracts
			Call Options Written — (0.0)%
	(74	)	US Treasury Note (10 Year) August Future, Expiring July 2009 @ 119.50 (Premium $40,136)		(1,156	)
			Put Options Written — (0.0)%
	(137	)	Eurodollar Future, expiring March 2010 @ 98.38 (Premium $122,083)		(71,925	)
			Total Investments net of Call and Put Options Written — 107.9% (Cost $328,702,844)		277,011,911
			Liabilities less other assets —(7.9)%		(20,214,829	)
			Net Assets — 100.0%	$	256,797,082

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $328,865,063.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	6,590,539
Gross unrealized depreciation		(58,370,610	)
Net unrealized depreciation	$	(51,780,071	)

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

53

HIGH YIELD BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes — 87.7%
		Advertising — 0.8%
$	470,000	Affinion Group, Inc., 10.13%, 10/15/13	$	434,750
	1,685,000	Affinion Group, Inc., 11.50%, 10/15/15		1,440,675
	2,310,000	Interpublic Group of Companies — 144A, 10.00%, 07/15/17		2,327,325
				4,202,750
		Aerospace and Defense — 0.8%
	480,000	Hawker Beechcraft Acquisition Company LLC, 8.50%, 04/01/15		247,200
	2,335,000	Hawker Beechcraft Acquisition Company LLC, 9.75%, 04/01/17		980,700
	2,535,000	Transdigm, Inc., 7.75%, 07/15/14		2,408,250
	905,000	Vought Aircraft Industries, Inc., 8.00%, 07/15/11		565,625
				4,201,775
		Airlines — 0.1%
	415,164	Continental Airlines, Inc., Series 2001-1, 7.03%, 06/15/11		315,524
		Apparel: Manufacturing and Retail—2.6%
	1,620,000	Levi Strauss & Company, 8.88%, 04/01/16		1,567,350
	3,350,000	Limited Brands, Inc. — 144A, 8.50%, 06/15/19		3,209,598
	2,005,000	Oxford Industries, Inc., 8.88%, 06/01/11		2,005,000
	1,720,000	Oxford Industries, Inc. — 144A, 11.38%, 07/15/15		1,702,800
	4,700,000	Perry Ellis International, Inc., Series B, 8.88%, 09/15/13		3,830,500
	205,000	Phillips Van-Heusen Corp., 8.13%, 05/01/13		201,413
	2,305,000	Quiksilver, Inc., 6.88%, 04/15/15		1,221,650
				13,738,311
		Automobile: Rental—1.7%
	3,435,000	Hertz Corp., 8.88%, 01/01/14		3,160,200
	1,430,000	Hertz Corp., 10.50%, 01/01/16		1,272,700
	2,485,000	RSC Equipment Rental, Inc., 9.50%, 12/01/14		1,994,213
	2,420,000	RSC Equipment Rental, Inc. — 144A, 10.00%, 07/15/17		2,423,781
				8,850,894
		Automobiles/Motor Vehicles, Automotive Equipment and Repairs—0.7%
	530,000	Allison Transmission, Inc. — 144A, 11.00%, 11/01/15		418,700
	2,160,000	Allison Transmission, Inc. — 144A, 11.25%, 11/01/15(12)		1,512,000
	395,000	Commercial Vehicle Group, 8.00%, 07/01/13		225,150
	1,255,000	KAR Holdings, Inc., 8.75%, 05/01/14		1,076,163
	480,000	Tenneco, Inc., 8.13%, 11/15/15		379,200
				3,611,213
		Banks and Financial Services—1.6%
	1,220,000	Ford Motor Credit Company LLC, 7.88%, 06/15/10		1,158,835
	2,300,000	Ford Motor Credit Company LLC, 7.80%, 06/01/12		1,978,968
	625,000	Ford Motor Credit Company LLC, 12.00%, 05/15/15		584,473
	4,745,000	Ford Motor Credit Company LLC, 8.00%, 12/15/16		3,627,691
	1,400,000	Nuveen Investments, Inc. — 144A, 10.50%, 11/15/15		966,000
				8,315,967
		Broadcast Services/Media—2.0%
	1,995,000	CCO Holdings LLC/Capital Corp., 8.75%, 11/15/13		1,895,250
	3,535,000	Charter Communications Operating LLC/Capital Corp. — 144A, 10.38%, 04/30/14(9)		3,384,762
	2,010,000	Kabel Deutschland GMBH (Germany), 10.63%, 07/01/14		2,072,813
	570,000	LBI Media, Inc., 11.00%, 10/15/13		262,913
	860,000	LBI Media, Inc. — 144A, 8.50%, 08/01/17		452,575
	605,000	Rainbow National Services LLC — 144A, 10.38%, 09/01/14		626,931
	1,730,000	XM Satellite Radio, Inc. — 144A, 11.25%, 06/15/13		1,717,025
				10,412,269
		Business Services and Supplies—1.0%
	2,030,000	Aramark Corp., 8.50%, 02/01/15		1,969,100
	485,000	Catalina Marketing Corp. — 144A, 10.50%, 10/01/15(12)		400,125
	1,848,000	Catalina Marketing Corp. — 144A, 11.63%, 10/01/17(8)		1,339,800
	2,050,000	CEVA Group PLC — 144A (United Kingdom), 10.00%, 09/01/14		1,394,000
				5,103,025

See notes to financial statements.

54

HIGH YIELD BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Chemicals — 1.8%
$	1,760,000	Ashland, Inc. — 144A, 9.13%, 06/01/17	$	1,830,400
	3,600,000	Dow Chemical Company (The), 8.55%, 05/15/19		3,606,408
	2,570,000	Ineos Group Holdings PLC — 144A (United Kingdom), 8.50%, 02/15/16		796,700
	1,445,000	Nalco Company — 144A, 8.25%, 05/15/17		1,452,225
	830,000	Nova Chemicals Corp. (Canada), Floating Rate, 4.54%, 11/15/13(11)		686,825
	3,900,000	Reichhold Industries, Inc. — 144A, 9.00%, 08/15/14(8)		1,365,000
				9,737,558
		Commercial Services—1.0%
	3,880,000	Ceridian Corp., 11.25%, 11/15/15		3,244,650
	2,065,000	Ticketmaster — 144A, 10.75%, 07/28/16		1,837,850
				5,082,500
		Computer Equipment, Software and Services—1.4%
	1,790,000	Sungard Data Systems, Inc., 9.13%, 08/15/13		1,691,550
	5,985,000	Sungard Data Systems, Inc. — 144A, 10.63%, 05/15/15		5,865,300
				7,556,850
		Construction Services and Supplies—0.6%
	775,000	ESCO Corp. — 144A, Floating Rate, 4.50%, 12/15/13(2)(8)		605,469
	775,000	ESCO Corp. — 144A, 8.63%, 12/15/13		670,375
	545,000	Interline Brands, Inc., 8.13%, 06/15/14		536,825
	3,025,000	Panolam Industries International, 10.75%, 10/01/13(9)		151,250
	1,260,000	Texas Industries, Inc. — 144A, 7.25%, 07/15/13		1,140,300
				3,104,219
		Consumer Goods and Services—2.1%
	3,365,000	Amscan Holdings, Inc., 8.75%, 05/01/14		2,843,425
	720,000	Whirlpool Corp., 8.60%, 05/01/14		752,400
	8,490,000	Yankee Acquisition Corp., Series B, 8.50%, 02/15/15		7,152,825
	585,000	Yankee Acquisition Corp., Series B, 9.75%, 02/15/17		456,300
				11,204,950
		Containers and Packaging—0.6%
	230,000	Graphic Packaging International — 144A, 9.50%, 06/15/17		226,550
	1,055,000	Intertape Polymer US, Inc., 8.50%, 08/01/14		465,519
	1,246,577	Pliant Corp., 11.85%, 06/15/09(9)(13)		832,090
	1,770,000	Smurfit-Stone Container Corp., 8.00%, 03/15/17(9)		654,900
	1,145,000	Solo Cup Company — 144A, 10.50%, 11/01/13		1,147,862
				3,326,921
		Distribution—1.4%
	7,490,000	Sally Holdings LLC, 10.50%, 11/15/16		7,415,100
		Education—3.5%
	1,375,000	Education Management LLC, 8.75%, 06/01/14		1,333,750
	7,395,000	Education Management LLC, 10.25%, 06/01/16		7,228,613
	5,165,000	Laureate Education, Inc. — 144A, 10.00%, 08/15/15		4,338,600
	5,320,244	Laureate Education, Inc. — 144A, 10.25%, 08/15/15(12)(14)		3,823,925
	2,160,000	Laureate Education, Inc. — 144A, 11.75%, 08/15/17		1,706,400
				18,431,288
		Electronics — 0.0%
	550,000	Muzak LLC, 10.00%, 02/15/09(9)(13)		233,750
		Engineering—0.1 %
	740,000	Alion Science & Technology Corp., 10.25%, 02/01/15		292,300
		Entertainment, Leisure and Recreation—12.4%
	2,505,000	AMC Entertainment, Inc., 8.00%, 03/01/14		2,135,513
	6,780,000	AMC Entertainment, Inc., 11.00%, 02/01/16		6,559,649
	1,185,000	Ameristar Casinos, Inc. — 144A, 9.25%, 06/01/14		1,208,700
	3,095,000	Buffalo Thunder Development Authority — 144A, 9.38%, 12/15/14(9)		433,300
	3,935,000	Caesars Entertainment, Inc., 7.88%, 03/15/10		3,600,524
	2,075,000	CCM Merger, Inc. — 144A, 8.00%, 08/01/13		1,431,750
	935,000	Chukchansi Economic Development Authority — 144A, Floating Rate, 4.91%, 11/15/12(8)(11)		607,750
	126,058	Eldorado Casino Shreveport, 10.00%, 08/01/12		103,998
	5,645,000	Fontainebleau Las Vegas — 144A, Variable Rate, 11.00%, 06/15/15(1)(9)		211,688

See notes to financial statements.

55

HIGH YIELD BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Entertainment, Leisure and Recreation (continued)
$	240,000	Galaxy Entertainment Finance — 144A (British Virgin Islands), Floating Rate, 6.22%, 12/15/10(11)	$	218,400
	3,255,000	Galaxy Entertainment Finance — 144A (British Virgin Islands), 9.88%, 12/15/12		2,734,200
	1,495,000	GreekTown Holdings — 144A, 10.75%, 12/01/13(9)		93,438
	1,395,000	Harrah’s Operating Escrow — 144A, 11.25%, 06/01/17		1,318,275
	1,336,966	HRP Myrtle Beach Holdings/CA — 144A, 14.50%, 04/01/14(9)(12)		1,671
	1,730,000	HRP Myrtle Beach Operations/CA — 144A, Floating Rate, 8.58%, 04/01/12(8)(9)(l1)		17,300
	945,000	HRP Myrtle Beach Operations/CA — 144A, 12.50%, 04/01/13(9)		1,181
	1,590,000	Indianapolis Downs Capital LLC & Capital Corp. — 144A, 11.00%, 11/01/12		1,232,250
	2,060,000	Inn of The Mountain Gods, 12.00%, 11/15/10(9)		824,000
	890,000	Majestic Holdco LLC — 144A, 12.50%, 10/15/11(8)(9)		6,675
	2,710,000	Marquee Holdings, Inc., 9.51%, 08/15/14		2,086,700
	210,000	MGM MIRAGE, Inc., 7.50%, 06/01/16		136,238
	1,175,000	MGM MIRAGE, Inc. — 144A, 10.38%, 05/15/14		1,219,063
	1,175,000	MGM MIRAGE, Inc. — 144A, 11.13%, 11/15/17		1,245,500
	2,860,000	Mohegan Tribal Gaming Authority, 6.38%, 07/15/09		2,788,500
	2,050,000	Mohegan Tribal Gaming Authority, 8.00%, 04/01/12		1,558,000
	2,225,000	Mohegan Tribal Gaming Authority, 7.13%, 08/15/14		1,513,000
	2,340,000	Mohegan Tribal Gaming Authority, 6.88%, 02/15/15		1,521,000
	2,275,000	OED Corp./Diamond JO, 8.75%, 04/15/12		2,036,125
	240,000	Pinnacle Entertainment, Inc., 8.25%, 03/15/12		238,800
	1,605,000	Pinnacle Entertainment, Inc., 7.50%, 06/15/15		1,372,275
	555,000	Pokagon Gaming Authority — 144A, 10.38%, 06/15/14		543,900
	240,000	Royal Caribbean Cruises, Ltd. (Liberia), 8.75%, 02/02/11		229,200
	1,605,000	Royal Caribbean Cruises, Ltd. (Liberia), 7.00%, 06/15/13		1,402,369
	1,005,000	Royal Caribbean Cruises, Ltd. (Liberia), 6.88%, 12/01/13		839,175
	250,000	Royal Caribbean Cruises, Ltd. (Liberia), 7.25%, 06/15/16		197,500
	510,000	Royal Caribbean Cruises, Ltd. (Liberia), 7.25%, 03/15/18		402,900
	475,000	San Pasqual Casino — 144A, 8.00%, 09/15/13(8)		384,750
	985,000	Scientific Games International — 144A, 9.25%, 06/15/19		985,000
	995,000	Seminole Hard Rock Entertainment — 144A, Floating Rate, 3.13%, 03/15/14(2)		686,550
	660,000	Sheraton Holding Corp., 7.38%, 11/15/15		607,200
	360,000	Starwood Hotels & Resorts, 6.75%, 05/15/18		308,700
	2,435,000	Tunica-Biloxi Gaming Authority — 144A, 9.00%, 11/15/15(8)		2,142,800
	5,825,000	Universal City Development Partners, Ltd., 11.75%, 04/01/10		5,548,312
	6,495,000	Universal City Florida, Floating Rate, 5.78%, 05/01/10(2)		5,309,662
	3,239,000	Waterford Gaming LLC/Waterford Gaming Finance — 144A, 8.63%, 09/15/14(8)		2,153,935
	475,000	WMG Acquisition Corp., 7.38%, 04/15/14		401,969
	2,935,000	WMG Acquisition Corp. — 144A, 9.50%, 06/15/16		2,920,324
	1,915,000	Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 6.63%, 12/01/14		1,685,200
				65,204,909
		Environmental Waste Management and Recycling Services—0.3%
	1,800,000	Waste Services, Inc., 9.50%, 04/15/14		1,696,500
		Equipment Rental and Leasing—0.4%
	2,095,000	United Rentals North America — 144A, 10.88%, 06/15/16		2,011,200
		Food and Beverage—1.4%
	3,865,000	ASG Consolidated LLC/ASG Finance, Inc., 11.50%, 11/01/11		3,536,475
	250,000	Dole Foods Company, Inc., 7.25%, 06/15/10		246,250
	2,490,000	Dole Foods Company, Inc. — 144A, 13.88%, 03/15/14		2,739,000

See notes to financial statements.

56

HIGH YIELD BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Food and Beverage (continued)
$	1,140,000	Smithfield Foods, Inc. — 144A, 10.00%, 07/15/14	$	1,125,750
				7,647,475
		Insurance—1.0%
	1,120,000	Alliant Holdings I, Inc. — 144A, 11.00%, 05/01/15		942,200
	1,340,000	Hub International Holdings — 144A, 9.00%, 12/15/14		1,093,775
	2,825,000	Multiplan, Inc. — 144A, 10.38%, 04/15/16		2,719,063
	980,000	USI Holdings Corp. — 144A, Floating Rate, 4.76%, 11/15/14(2)		637,000
				5,392,038
		Internet Services—0.5%
	2,565,000	Expedia, Inc. — 144A, 8.50%, 07/01/16		2,462,400
		Machinery—1.5%
	1,680,000	Altra Industrial Motion, Inc., 9.00%, 12/01/11		1,617,000
	850,000	Chart Industries, Inc., 9.13%, 10/15/15		790,500
	2,750,000	Stewart & Stevenson LLC, 10.00%, 07/15/14		2,310,000
	2,420,000	Terex Corp., 10.88%, 06/01/16		2,420,000
	720,000	Terex Corp., 8.00%, 11/15/17		553,500
				7,691,000
		Manufacturing—0.7%
	1,000,000	American Railcar Industries, Inc., 7.50%, 03/01/14		872,500
	1,535,000	Bombardier, Inc. — 144A (Canada), 8.00%, 11/15/14		1,444,818
	285,000	Harland Clarke Holdings, 9.50%, 05/15/15		220,163
	870,000	RBS Global & Rexnord Corp., 11.75%, 08/01/16		641,625
	892,000	RBS Global & Rexnord Corp. — 144A, 9.50%, 08/01/14		762,660
	720,000	Venture Holdings Trust, Series B, 9.50%, 07/01/05(9)(13)(14)		72
				3,941,838
		Medical Equipment, Supplies, and Services—7.0%
	2,035,000	Accellent, Inc., 10.50%, 12/01/13		1,724,663
	2,995,000	AMR Holding Company/Emcare Holding Company, 10.00%, 02/15/15		3,039,925
	1,985,000	Biomet, Inc, 10.38%, 10/15/17(12)		1,920,488
	6,895,000	Biomet, Inc., 11.63%, 10/15/17		6,757,099
	2,490,000	Bio-Rad Laboratories — 144A, 8.00%, 09/15/16		2,465,100
	3,465,000	DJO Finance LLC/DJO Finance Corp., 10.88%, 11/15/14		3,031,875
	1,285,000	Fresenius US Finance II — 144A, 9.00%, 07/15/15		1,339,613
	5,270,000	HCA, Inc., 9.25%, 11/15/16		5,190,949
	2,990,000	Inverness Medical Innovations, 9.00%, 05/15/16		2,892,825
	1,930,000	National Mentor Holdings, Inc., 11.25%, 07/01/14		1,669,450
	1,590,000	Res-Care, Inc., 7.75%, 10/15/13		1,486,650
	535,000	Universal Hospital Services, Inc., Floating Rate, 4.64%, 06/01/15(11)		430,675
	1,775,000	US Oncology, Inc., 10.75%, 08/15/14		1,757,250
	2,905,000	US Oncology, Inc. — 144A, 9.13%, 08/15/17		2,883,213
	719,000	Viant Holdings, Inc. — 144A, 10.13%, 07/15/17(8)		564,415
				37,154,190
		Metals and Mining—2.7%
	1,630,000	CII Carbon LLC — 144A, 11.13%, 11/15/15		1,175,638
	300,000	FMG Finance Property, Ltd. — 144A (Australia), Floating Rate, 4.67%, 09/01/11(2)		286,500
	1,500,000	FMG Finance Property, Ltd. — 144A (Australia), 10.63%, 09/01/16		1,440,000
	2,145,000	RathGibson, Inc., 11.25%, 02/15/14		772,200
	535,000	Steel Dynamics, Inc., 7.38%, 11/01/12		506,913
	2,375,000	Teck Resources, Ltd. — 144A (Canada), 9.75%, 05/15/14		2,458,125
	1,785,000	Teck Resources, Ltd. — 144A (Canada), 10.25%, 05/15/16		1,869,788
	5,375,000	Teck Resources, Ltd. — 144A (Canada), 10.75%, 05/15/19		5,778,124
				14,287,288

See notes to financial statements.

57

HIGH YIELD BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Office Equipment, Supplies, and Services—0.1%
$	170,000	Interface, Inc., 9.50%, 02/01/14	$	156,400
	580,000	Interface, Inc. — 144A, 11.38%, 11/01/13		600,300
				756,700
		Oil, Coal and Gas — 8.2%
	1,380,000	Allis-Chalmers Energy, Inc., 9.00%, 01/15/14		979,800
	1,050,000	Berry Petroleum Company, 10.25%, 06/01/14		1,060,500
	340,000	Bill Barrett Corp., 9.88%, 07/15/16		323,585
	3,250,000	Chesapeake Energy Corp., 9.50%, 02/15/15		3,274,375
	1,195,000	Clayton William Energy, 7.75%, 08/01/13		866,375
	2,020,000	Compton Petroleum Finance Corp. (Canada), 7.63%, 12/01/13		1,121,100
	1,200,000	Denbury Resources, Inc., 7.50%, 12/15/15		1,140,000
	2,685,000	Denbury Resources, Inc., 9.75%, 03/01/16		2,758,838
	1,550,000	Dynegy Holdings, Inc., 7.63%, 10/15/26		961,000
	1,405,000	El Paso Corp., 9.63%, 05/15/12		1,414,846
	685,000	Encore Acquisition Corp., 7.25%, 12/01/17		587,388
	3,120,000	Forbes Energy Services, 11.00%, 02/15/15		2,308,800
	1,735,000	Holly Corp. — 144A, 9.88%, 06/15/17		1,682,950
	1,075,000	OPTI Canada, Inc. (Canada), 7.88%, 12/15/14		696,063
	970,000	OPTI Canada, Inc. (Canada), 8.25%, 12/15/14		640,200
	525,000	Parker Drilling Company, 9.63%, 10/01/13		485,625
	1,960,000	Petrohawk Energy Corp., 9.13%, 07/15/13		1,950,200
	1,170,000	Petroleum Development Company, 12.00%, 02/15/18		982,800
	255,000	Petroplus Finance, Ltd. — 144A (Bermuda), 6.75%, 05/01/14		219,300
	5,255,000	Petroplus Finance, Ltd. — 144A (Bermuda), 7.00%, 05/01/17		4,361,649
	2,415,000	Quicksilver Resources, Inc., 11.75%, 01/01/16		2,499,525
	2,480,000	Quicksilver Resources, Inc., 7.13%, 04/01/16		1,934,400
	3,040,000	Sandridge Energy, Inc., 8.63%, 04/01/15(12)		2,728,400
	1,990,000	Sandridge Energy, Inc. — 144A, 8.00%, 06/01/18		1,701,450
	2,985,000	Semgroup LP — 144A, 8.75%, 11/15/15(8)(9)		119,400
	290,000	SESI LLC, 6.88%, 06/01/14		263,175
	440,000	Tennessee Gas Pipeline Company, 8.00%, 02/01/16		460,900
	580,000	Tesoro Corp., 9.75%, 06/01/19		572,750
	5,970,000	United Refining Company, 10.50%, 08/15/12		4,656,599
	885,000	Williams Companies, Inc. — 144A, 8.75%, 01/15/20		922,613
				43,674,606
		Paper and Forest Products—2.5%
	1,795,000	Domtar Corp., 10.75%, 06/01/17		1,723,200
	745,000	Georgia-Pacific LLC — 144A, 7.13%, 01/15/17		692,850
	290,000	International Paper Company, 7.95%, 06/15/18		279,775
	6,045,000	International Paper Company, 9.38%, 05/15/19		6,162,025
	665,000	NewPage Corp., Floating Rate, 7.28%, 05/01/12(2)		325,850
	5,805,000	NewPage Corp., 10.00%, 05/01/12		2,786,400
	1,445,000	NewPage Corp., 12.00%, 05/01/13		404,600
	425,000	Verso Paper Holdings LLC, Series B, Floating Rate, 4.78%, 08/01/14(2)		199,750
	3,160,000	Verso Paper Holdings LLC, Series B, 11.38%, 08/01/16		884,800
				13,459,250
		Pharmaceuticals/Research and Development—0.4%
	925,000	Elan Finance PLC/Elan Finance Corp. (Ireland), 8.88%, 12/01/13		846,375
	1,230,000	Valeant Pharmaceuticals — 144A, 8.38%, 06/15/16		1,220,775
				2,067,150
		Printing and Publishing—1.8%
	1,266,000	Dex Media West Finance Company, Series B, 9.88%, 08/15/13(9)		193,065
	445,000	Local Insight Regatta Holdings, 11.00%, 12/01/17		117,925
	1,365,000	Medimedia USA, Inc. — 144A, 11.38%, 11/15/14(8)		819,000
	4,850,000	Nielsen Finance LLC/Nielsen Finance Company, 10.00%, 08/01/14		4,589,312
	1,365,000	Nielsen Finance LLC/Nielsen Finance Company, zero coupon, 08/01/16(7)		877,013

See notes to financial statements.

58

HIGH YIELD BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Printing and Publishing (continued)
$	225,000	Nielsen Finance LLC/Nielsen Finance Company — 144A, 11.63%, 02/01/14	$	223,313
	2,390,000	Nielsen Finance LLC/Nielsen Finance Company — 144A, 11.50%, 05/01/16		2,324,275
	4,115,000	Reader’s Digest Association, 9.00%, 02/15/17		185,175
				9,329,078
		Real Estate Development and Services—0.2%
	1,160,000	CB Richard Ellis Services, Inc. — 144A, 11.63%, 06/15/17		1,138,250
		Real Estate Investment Trusts—0.5%
	3,180,000	Host Hotels & Resorts LP, Series Q, 6.75%, 06/01/16		2,758,650
		Retail — 3.7%
	5,695,000	General Nutrition Centers, Inc., Floating Rate, 6.40%, 03/15/14(11)(12)		4,556,000
	2,150,000	General Nutrition Centers, Inc., 10.75%, 03/15/15		1,827,500
	5,699,184	Neiman Marcus Group, Inc., 9.75%, 10/15/15(12)		3,362,519
	8,060,000	Neiman Marcus Group, Inc., 10.38%, 10/15/15(12)		4,715,100
	2,025,000	Rite Aid Corp. — 144A, 9.75%, 06/12/16		2,025,000
	360,000	Sealy Mattress Corp. — 144A, 10.88%, 04/15/16		377,100
	1,840,000	Toys “R” Us, Inc., 7.63%, 08/01/11		1,702,000
	1,410,000	Toys “R” Us, Inc., 7.88%, 04/15/13		1,177,350
				19,742,569
		Retail: Restaurants—0.7%
	1,720,000	El Pollo Loco, Inc., 11.75%, 11/15/13		1,376,000
	2,670,000	NPC International, Inc., 9.50%, 05/01/14		2,429,700
				3,805,700
		Retail: Supermarkets—0.5%
	3,000,000	SUPERVALU, Inc., 8.00%, 05/01/16		2,910,000
		Rubber Products — 0.3%
	1,795,000	Goodyear Tire & Rubber Company, 10.50%, 05/15/16		1,812,950
		Semiconductors—2.4%
	2,335,000	Advanced Micro Devices, Inc., 7.75%, 11/01/12		1,552,775
	510,000	Amkor Technologies, Inc., 7.75%, 05/15/13		467,925
	7,445,000	Amkor Technologies, Inc., 9.25%, 06/01/16		6,895,931
	825,000	Avago Technologies Finance Pte., Ltd., 10.13%, 12/01/13		841,500
	3,030,000	Avago Technologies Finance Pte., Ltd., 11.88%, 12/01/15		3,022,425
				12,780,556
		Telecommunications Equipment and Services—9.9%
	2,065,000	Avaya, Inc. — 144A, 9.75%, 11/01/15		1,486,800
	1,005,000	Digicel Group, Ltd. — 144A (Bermuda), 12.00%, 04/01/14		994,950
	4,862,000	Digicel Group, Ltd. — 144A (Bermuda), 9.13%, 01/15/15		4,035,460
	3,375,000	Digicel, Ltd. — 144A (Bermuda), 9.25%, 09/01/12		3,273,750
	3,070,000	Intelsat Corp. — 144A, 9.25%, 08/15/14		2,970,225
	635,000	Intelsat Corp. — 144A, 9.25%, 06/15/16		608,013
	6,030,000	Intelsat Jackson Holdings — 144A (Bermuda), 9.50%, 06/15/16		6,060,149
	5,730,000	Intelsat Jackson Holdings (Bermuda), 11.25%, 06/15/16		5,844,599
	1,365,000	Qwest Communications International, Inc., Series B, 7.50%, 02/15/14		1,245,563
	420,000	Qwest Corp., 7.50%, 10/01/14		400,575
	470,000	Qwest Corp., 7.63%, 06/15/15		441,800
	380,000	Qwest Corp. — 144A, 8.38%, 05/01/16		366,700
	3,050,000	Sprint Capital Corp., 6.88%, 11/15/28		2,165,500
	8,050,000	Telesat (Canada) — 144A, 11.00%, 11/01/15		8,251,249
	3,375,000	Telesat (Canada) — 144A, 12.50%, 11/01/17		3,324,375
	375,000	Virgin Media Finance PLC (United Kingdom), 8.75%, 04/15/14		365,625
	3,450,000	Virgin Media Finance PLC (United Kingdom), 9.13%, 08/15/16		3,320,625
	785,000	Virgin Media Finance PLC, (United Kingdom), Series 1, 9.50%, 08/15/16		773,225
	5,070,000	West Corp., 9.50%, 10/15/14		4,436,250

See notes to financial statements.

59

HIGH YIELD BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Telecommunications Equipment and Services (continued)
$	575,000	Windstream Corp., 8.63%, 08/01/16	$	550,563
	2,230,000	XM Satellite Radio Holdings — 144A, 13.00%, 08/01/13		1,814,663
				52,730,659
		Transportation—1.1%
	1,590,000	Greenbrier Companies, Inc., 8.38%, 05/15/15		890,400
	2,655,000	Kansas City Southern de Mexico, SA de CV (Mexico), 7.63%, 12/01/13		2,283,300
	805,000	Kansas City Southern de Mexico, SA de CV (Mexico), 7.38%, 06/01/14		676,200
	1,945,000	Kansas City Southern Railway, 8.00%, 06/01/15		1,808,850
	400,000	TFM, SA de CV (Mexico), 9.38%, 05/01/12		380,000
				6,038,750
		Utilities — 3.7%
	1,500,000	AES Corp., 8.00%, 10/15/17		1,395,000
	182,000	AES Corp. — 144A, 8.75%, 05/15/13		184,730
	417,070	AES Eastern Energy, Series 99-A, 9.00%, 01/02/17		387,875
	1,520,000	Calpine Construction Finance Company, LP/CCFC Finance Corp. — 144A, 8.00%, 06/01/16		1,455,400
	1,040,000	Edison Mission Energy, 7.50%, 06/15/13		930,800
	4,510,000	Edison Mission Energy, 7.00%, 05/15/17		3,461,425
	760,000	Edison Mission Energy, 7.20%, 05/15/19		566,200
	555,000	NRG Energy, Inc., 7.25%, 02/01/14		538,350
	1,105,000	NRG Energy, Inc., 7.38%, 02/01/16		1,045,606
	4,460,000	NRG Energy, Inc., 7.38%, 01/15/17		4,203,551
	2,555,000	NRG Energy, Inc., 8.50%, 06/15/19		2,475,156
	210,000	RRI Energy, Inc., 7.63%, 06/15/14		192,150
	3,235,000	RRI Energy, Inc., 7.88%, 06/15/17		2,895,325
				19,731,568
		Total Corporate Bonds and Notes (Cost $533,960,879)		465,362,438
		Loan Participations—9.3%
	1,867,474	ADESA, Inc. Term Loan B, Variable Rate, 2.56%, 10/18/13(1)		1,654,582
	862,400	AMSCAN Holdings, Inc., Term Loan, Variable Rate, 2.91%, 05/25/13(1)		758,912
	2,010,000	BLB Worldwide Holdings, 2nd Lien Term Loan, Variable Rate, 5.69%, 07/18/12(1)(9)		150,750
	860,000	Cannery Casino Resorts LLC, 2nd Lien Term Loan, Variable Rate, 4.57%, 05/16/14(1)		621,350
	255,304	Ceva Sante Animale, Letter of Credit, Variable Rate, 3.60%, 08/02/15(1)		182,542
	764,786	Ceva Sante Animale, Term Loan, Variable Rate, 3.32%, 06/29/15(1)		546,822
	434,687	Dole Food Company, Inc. (Bermuda), Term Loan C, Variable Rate, 8.00%, 04/12/13(1)		436,316
	66,279	Dole Food Company, Inc., Credit Link, Variable Rate, 1.14%, 04/12/13(1)		66,527
	116,666	Dole Food Company, Inc., Term Loan B, Variable Rate, 8.00%, 04/12/13(1)		117,103
	4,489,662	Ford Motor Company, Term Loan, Variable Rate, 3.59%, 12/16/13(1)		3,265,107
	2,164,412	Freescale Semiconductor, Inc., Term Loan B, Variable Rate, 2.07%, 11/29/13(1)		1,594,089
	3,226,419	General Nutrition Centers, Inc., Term Loan B, Variable Rate, 3.02%, 09/16/13(1)		2,868,287
	1,710,019	Great Lakes Entertainment, LLC, Term Loan, Variable Rate, 9.00%, 08/15/12(1)		1,624,518
	305,168	Hawker Beechcraft Acquisition Company, LLC, Letter of Credit, Variable Rate, 2.60%, 03/26/14(1)		209,612
	5,183,791	Hawker Beechcraft Acquisition Company, LLC, Term Loan, Variable Rate, 2.41%, 03/26/14(1)		3,560,617
	3,260,000	Hit Entertainment, Inc., Tranche LN227528, 2nd Lien Term Loan, Variable Rate, 6.51%, 02/05/13(1)		1,108,400
	750,000	Neff Rental, Inc., 2nd Lien Term Loan, Variable Rate, 3.82%, 11/20/14(1)		146,250
	3,083,800	NewPage Corp., 1st Lien Term Loan, Variable Rate, 4.06%, 12/21/14(1)		2,678,622
	1,328,052	Nielsen Finance, LLC, Term Loan, Variable Rate, 2.32%, 08/09/13(1)		1,198,567

See notes to financial statements.

60

HIGH YIELD BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Loan Participations (continued)
$	2,250,000	Panolam Industries, Term Loan, Variable Rate, 5.00%, 09/30/12(1)	$	1,755,000
	2,047,674	Rental Services Corp., 2nd Lien Term Loan, Variable Rate, 4.48%, 11/30/13(1)		1,576,709
	2,580,000	Rite Aid Corp., Tranche 4, Term Loan, Variable Rate, 9.50%, 05/06/15(1)		2,575,699
	3,095,406	Sabre, Inc., Term Loan B, Variable Rate, 3.00%, 09/30/14(1)		2,230,903
	191,393	Smurfit-Stone Container Corp., CAD Revolver, Variable Rate, 3.11%, 11/01/09(1)		174,168
	224,044	Smurfit-Stone Container Corp., Offering Credit Link, Variable Rate, 4.50%, 11/01/10(1)		205,374
	577,156	Smurfit-Stone Container Corp., Revolver, Variable Rate, 3.27%, 11/02/09(1)		525,212
	677,043	Smurfit-Stone Container Corp., Term Loan C, Variable Rate, 2.63%, 11/01/11(1)		620,341
	175,282	Smurfit-Stone Container Corp., Term Loan Cl, Variable Rate, 2.63%, 11/01/11(1)		160,602
	346,511	Smurift-Stone Container Corp., Term Loan B, Variable Rate, 2.63%, 11/01/11(1)		317,635
	5,073,555	Texas Competitive Electric Holdings, Term Loan B2, Variable Rate, 3.82%, 10/10/14(1)		3,638,059
	5,110,000	Toys “R” Us-Delaware, Inc., Term Loan B, Variable Rate, 4.57%, 07/19/12(1)		4,709,188
	3,681,506	Travelport LLC, Dollar Term Loan, Variable Rate, 2.91%, 08/23/13(1)		2,905,323
	668,494	Travelport LLC, Letter of Credit, Variable Rate, 3.10%, 08/23/13(1)		527,553
	2,210,000	Travelport LLC, Term Loan C, Variable Rate, 10.50%, 08/23/13(1)		2,150,606
	1,440,000	Veyance Technologies, Inc., 2nd Lien Term Loan, Variable Rate, 6.07%, 07/13/15(1)		378,000
	1,684,480	Viant Holdings, Inc., Term Loan B, Variable Rate, 2.85%, 06/25/14(1)		1,448,653
	460,931	Yankee Candle Company, Inc. (The), Term Loan B, Variable Rate, 2.31%, 02/06/14(1)		413,916
		Total Loan Participations (Cost $51,828,602)		49,101,914
Shares			Value
		Common Stocks — 0.0%
		Airlines — 0.0%
	12,233	Delta Air Lines, Inc. *	$	70,829
	500,000	Delta Air Lines, Inc. (Escrow Certificates)*		3,500
				74,329
		Banks and Financial Services—0.0%
	2,697,805	Adelphia Contingent Value Vehicle CVV, Series Acc — 1*		67,445
		Broadcast Services/Media—0.0%
	840,000	Adelphia Communications (Escrow Certificates)*		15,750
	620,000	Adelphia Communications (Escrow Certificates)*		11,625
	1,305,000	Adelphia Communications, Series B (Escrow Certificates)*		24,469
				51,844
		Entertainment, Leisure and Recreation—0.0%
	970	HRP — Class B*(14)		—
	889	Shreveport Gaming Holdings, Inc.(14)		12,055
		Real Estate Development and Services—0.0%
	10,080	Ashton Woods USA LLC, — Class B — 144A*		—
		Utilities — 0.0%
	550,000	Mirant Corp. (Escrow Certificates)*(14)		55
	1,220,000	Mirant Corp. (Escrow Certificates)*(14)		1
				56
		Total Common Stocks (Cost $3,189,643)		205,729
		Preferred Stocks — 0.1%
		Entertainment, Leisure and Recreation
	3,709,670	Fontainebleau Resorts — 144A, 12.50%(12)(14) (Cost $3,641,694)		402,128
		Convertible Preferred Stocks — 0.4%
		Oil, Coal and Gas — 0.2%
	2,304	Chesapeake Energy Corp. — 144A, 5.00%		153,792
	19,142	Chesapeake Energy Corp., 4.50%		1,208,339
				1,362,131
		Telecommunications Equipment and Services—0.2%
	18,825	Crown Castle International Corp., 6.25%*		893,011
		Total Convertible Preferred Stocks (Cost $3,003,505)		2,255,142

See notes to financial statements.

61

HIGH YIELD BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Convertible Bonds — 0.7%
		Machinery—0.2%
$	1,080,000	Terex Corp., 4.00%, 06/01/15	$	1,057,050
		Medical Equipment, Supplies, and Services—0.3%
	1,750,000	LifePoint Hospitals, Inc., 3.25%, 08/15/25		1,400,000
		Oil, Coal and Gas — 0.1%
	800,000	Petroplus Finance, Ltd., Series PPHN — 144A (Bermuda), 3.38%, 03/26/13		677,049
		Telecommunications Equipment and Services—0.1%
	510,000	Virgin Media, Inc., (United Kingdom) — 144A, 6.50%, 11/15/16		395,250
		Total Convertible Bonds (Cost $3,038,430)		3,529,349
		Total Securities (Cost $598,662,753)		520,856,700
		Repurchase Agreements—0.6%
	2,968,343	With State Street Bank and Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $2,968,344 (Collateralized by US Treasury Bill, 0.28%, due 11/27/09, with a value of $3,031,358) (Cost $2,968,343)		2,968,343
		Total Investments — 98.8% (Cost $601,631,096)		523,825,043
		Other assets less liabilities — 1.2%		6,184,386
		Net Assets—100.0%	$	530,009,429

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $601,631,096.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	18,585,868
Gross unrealized depreciation		(96,391,921	)
Net unrealized depreciation	$	(77,806,053	)

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

62

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks — 60.0%
		Aerospace and Defense — 1.6%
	2,533	Boeing Company (The)	$	107,653
	527	L-3 Communications Holdings, Inc.		36,563
	7,288	Lockheed Martin Corp.		587,777
	12,563	Northrop Grumman Corp.		573,878
	1,652	Raytheon Company		73,398
	2,854	Rockwell Collins, Inc.		119,097
	16,581	United Technologies Corp.		861,549
				2,359,915
		Agriculture — 0.8%
	16,305	Archer-Daniels-Midland Company		436,484
	3,811	Bunge, Ltd. (Bermuda)		229,613
	1,097	CF Industries Holdings, Inc.		81,332
	5,653	Monsanto Company		420,244
				1,167,673
		Apparel: Manufacturing and Retail — 0.5%
	1,593	Aeropostale, Inc.*		54,592
	2,264	Chico’s FAS, Inc.*		22,029
	3,372	Foot Locker, Inc.		35,305
	5,621	Gap, Inc. (The)		92,184
	3,330	Jones Apparel Group, Inc.		35,731
	182	Nordstrom, Inc.		3,620
	13,482	Ross Stores, Inc.		520,405
				763,866
		Automobiles/Motor Vehicles, Automotive Equipment and Repairs — 0.6%
	769	BorgWarner, Inc.		26,261
	5,907	Federal-Mogul Corp.*		55,821
	18,735	Ford Motor Company*		113,721
	22,882	Johnson Controls, Inc.		496,998
	10,588	TRW Automotive Holdings Corp.*		119,644
				812,445
		Banks and Financial Services — 6.3%
	2,038	Affiliated Managers Group, Inc.*		118,591
	18,835	American Express Company		437,725
	4,162	Ameriprise Financial, Inc.		101,012
	92,752	Bank of America Corp.		1,224,326
	13,975	Bank of New York Mellon Corp.		409,607
	11,960	BB&T Corp.		262,881
	890	BlackRock, Inc.		156,124
	3,933	Capital One Financial Corp.		86,054
	11,219	Charles Schwab Corp. (The)		196,781
	120,459	Citigroup, Inc.		357,763
	770	CME Group, Inc.		239,555
	6,495	Comerica, Inc.		137,369
	6,586	Eaton Vance Corp.		176,176
	7,061	Federated Investors, Inc. — Class B		170,099
	6,260	Franklin Resources, Inc.		450,783
	5,653	Hudson City Bancorp, Inc.		75,128
	3,717	Invesco, Ltd. (Bermuda)		66,237
	620	Investment Technology Group, Inc.*		12,642
	42,977	JPMorgan Chase & Company		1,465,946
	3,925	MF Global Ltd. (Bermuda)*		23,275
	3,431	Moody’s Corp.		90,407
	11,394	Morgan Stanley		324,843
	1,696	PNC Financial Services Group, Inc.		65,822
	2,833	State Street Corp.		133,718
	501	Student Loan Corp. (The)		18,637
	2,680	SunTrust Banks, Inc.		44,086
	12,817	T Rowe Price Group, Inc.		534,084
	27,007	US Bancorp		483,965
	4,777	Waddell & Reed Financial, Inc. — Class A		125,969
	56,465	Wells Fargo & Company		1,369,842
				9,359,447
		Broadcast Services/Media — 2.0%
	8,039	CBS Corp. — Class B		55,630
	42,530	Comcast Corp. — Class A		616,259
	6,705	Comcast Corp. — Special Class A		94,541
	1,531	CTC Media, Inc.*		18,096
	1,946	DISH Network Corp. — Class A*		31,545
	11,439	Liberty Media Corp. — Interactive, Class A*		57,309
	2,169	McGraw-Hill Companies, Inc. (The)		65,309
	42,960	News Corp. — Class A		391,366
	14,758	News Corp. — Class B		155,992
	3,467	Scripps Networks Interactive — Class A		96,487
	4,140	Time Warner Cable, Inc.		131,114
	23,519	Time Warner, Inc.		592,443
	25,073	Walt Disney Company (The)		584,953
				2,891,044
		Business Services and Supplies — 0.7%
	20,030	Accenture, Ltd. — Class A (Bermuda)		670,203
	5,534	Manpower, Inc.		234,310
	1,706	Robert Half International, Inc.		40,296
	7,409	SEI Investments Company		133,658
				1,078,467
		Chemicals — 0.5%
	1,102	Air Products & Chemicals, Inc.		71,178
	991	Ashland, Inc.		27,798
	124	Celanese Corp. — Series A		2,945
	15,724	Dow Chemical Company (The)		253,786
	3,158	Eastman Chemical Company		119,688
	6,994	EI du Pont de Nemours and Company		179,186

See notes to financial statements.

63

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Chemicals (continued)
	11,535	Huntsman Corp.	$	58,021
	300	Nalco Holding Company		5,052
				717,654
		Computer Equipment, Software and Services — 6.1%
	7,934	Adobe Systems, Inc.*		224,532
	9,396	Apple, Inc.*		1,338,272
	2,200	Autodesk, Inc.*		41,756
	5,084	Cadence Design Systems, Inc.*		29,996
	35,443	Dell, Inc.*		486,632
	2,825	Electronic Arts, Inc.*		61,359
	30,589	EMC Corp.*		400,716
	20,395	Hewlett-Packard Company		788,267
	15,086	Ingram Micro, Inc. — Class A*		264,005
	13,420	International Business Machines Corp.		1,401,316
	108,427	Microsoft Corp.		2,577,310
	15,685	NetApp, Inc.*		309,308
	38,560	Oracle Corp.		825,955
	905	SanDisk Corp.*		13,294
	14,232	Seagate Technology (Cayman Islands)		148,867
	10,575	Sun Microsystems, Inc.*		97,502
				9,009,087
		Consumer Goods and Services — 3.2%
	6,108	Altria Group, Inc.		100,110
	9,275	Colgate-Palmolive Company		656,114
	13,937	Lorillard, Inc.		944,510
	410	NBTY, Inc.*		11,529
	25,002	Philip Morris International, Inc.		1,090,587
	32,426	Procter & Gamble Company (The)		1,656,969
	4,478	Toro Company (The)		133,892
	2,123	Whirlpool Corp.		90,355
				4,684,066
		Containers and Packaging — 0.2%
	6,126	Ball Corp.		276,651
	2,392	Packaging Corp. of America		38,750
				315,401
		Distribution — 0.1%
	2,590	Tech Data Corp.*		84,719
		Diversified Operations and Services — 1.0%
	120,297	General Electric Company		1,409,881
		Electronics — 0.7%
	3,146	Arrow Electronics, Inc.*		66,821
	4,650	Avnet, Inc.*		97,790
	16,960	Emerson Electric Company		549,503
	2,391	Garmin, Ltd. (Cayman Islands)		56,954
	14,166	Harman International Industries, Inc.		266,321
	3,182	Jabil Circuit, Inc.		23,610
				1,060,999
		Engineering — 0.1%
	810	Fluor Corp.		41,545
	1,660	Jacobs Engineering Group, Inc.*		69,869
	1,107	URS Corp.*		54,819
				166,233
		Entertainment, Leisure and Recreation — 0.6%
	8	Boyd Gaming Corp.*		68
	14,358	Carnival Corp. (Panama)		370,006
	1,012	Choice Hotels International, Inc.		26,929
	15,620	Marriott International, Inc. — Class A		344,743
	1,648	Penn National Gaming, Inc.*		47,973
	1,926	Royal Caribbean Cruises, Ltd. (Liberia)		26,078
	6,933	Wyndham Worldwide Corp.		84,028
				899,825
		Food and Beverage — 1.8%
	16,332	Coca-Cola Company (The)		783,773
	7,962	Coca-Cola Enterprises, Inc.		132,567
	8,088	Hansen Natural Corp.*		249,272
	3,193	Hershey Company (The)		114,948
	7,690	Hormel Foods Corp.		265,613
	17,414	PepsiCo, Inc.		957,072
	3,250	Smithfield Foods, Inc.*		45,403
	13,914	Tyson Foods, Inc. — Class A		175,456
				2,724,104
		Insurance — 1.4%
	6,302	Aflac, Inc.		195,929
	2,231	Allstate Corp. (The)		54,436
	504	Chubb Corp. (The)		20,100
	12,421	Coventry Health Care, Inc.*		232,397
	6,288	Lincoln National Corp.		108,216
	12,653	MetLife, Inc.		379,717
	796	Principal Financial Group, Inc.		14,997
	7,641	Prudential Financial, Inc.		284,398
	10,485	Travelers Companies, Inc. (The)		430,304
	17,859	Unum Group		283,244
				2,003,738
		Internet Services — 2.6%
	4,453	Amazon.com, Inc.*		372,538
	80,179	Cisco Systems, Inc.*		1,494,537
	17,017	eBay, Inc.*		291,501
	3,033	Google, Inc. — Class A*		1,278,682
	14,180	Symantec Corp.*		220,641

See notes to financial statements.

64

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Internet Services (continued)
	8,192	VeriSign, Inc.*	$	151,388
	2,519	Yahoo!, Inc.*		39,448
				3,848,735
		Machinery — 0.5%
	5,309	AGCO Corp.*		154,333
	130	Caterpillar, Inc.		4,295
	5,568	Cummins, Inc.		196,049
	9,129	Deere & Company		364,704
	903	Rockwell Automation, Inc.		29,004
				748,385
		Manufacturing — 0.2%
	1,136	Cooper Industries, Ltd. — Class A (Bermuda)		35,273
	2,807	Dover Corp.		92,884
	797	Eaton Corp.		35,554
	11	Honeywell International, Inc.		345
	242	Trinity Industries, Inc.		3,296
	6,316	Tyco International, Ltd. (Switzerland)		164,090
				331,442
		Medical Equipment, Supplies, and Services — 3.0%
	4,577	Baxter International, Inc.		242,398
	102	Beckman Coulter, Inc.		5,828
	1,144	Becton, Dickinson and Company		81,579
	28,607	Boston Scientific Corp.*		290,075
	1,877	Cardinal Health, Inc.		57,342
	172	Gen-Probe, Inc.*		7,393
	4,252	Hologic, Inc.*		60,506
	6,475	Humana, Inc.*		208,884
	30,505	Johnson & Johnson		1,732,683
	3,028	McKesson Corp.		133,232
	12,130	Medtronic, Inc.		423,216
	8,479	Stryker Corp.		336,955
	14,847	UnitedHealth Group, Inc.		370,878
	840	WellCare Health Plans, Inc.*		15,532
	4,726	WellPoint, Inc.*		240,506
	3,825	Zimmer Holdings, Inc.*		162,945
				4,369,952
		Metals and Mining — 0.7%
	12,501	Alcoa, Inc.		129,135
	2,934	Allegheny Technologies, Inc.		102,485
	6,480	Commercial Metals Company		103,874
	1,766	Freeport-McMoRan Copper & Gold, Inc.		88,494
	2,081	Newmont Mining Corp.		85,050
	2,216	Nucor Corp.		98,457
	7,943	Reliance Steel & Aluminum Company		304,933
	2,394	Schnitzer Steel Industries, Inc. — Class A		126,547
				1,038,975
		Oil, Coal and Gas — 7.6%
	5,061	Alpha Natural Resources, Inc.*		132,952
	4,494	Apache Corp.		324,242
	3,372	Chesapeake Energy Corp.		66,867
	23,392	Chevron Corp.		1,549,720
	6,139	Cimarex Energy Company		173,979
	26,858	ConocoPhillips		1,129,647
	14,714	Devon Energy Corp.		801,913
	297	EOG Resources, Inc.		20,172
	6,177	Exterran Holdings, Inc.*		99,079
	54,542	Exxon Mobil Corp.		3,813,030
	6,382	Frontier Oil Corp.		83,668
	2,513	Hercules Offshore, Inc.*		9,977
	1,209	Hess Corp.		64,984
	4,022	Marathon Oil Corp.		121,183
	308	Mariner Energy, Inc.*		3,619
	1,452	Noble Corp.		43,923
	9,532	Occidental Petroleum Corp.		627,301
	23,720	Patterson-UTI Energy, Inc.		305,039
	5,522	Peabody Energy Corp.		166,544
	2,498	Pioneer Natural Resources Company		63,699
	18,119	Schlumberger, Ltd. (Netherlands Antilles)		980,419
	1,353	Southwestern Energy Company*		52,564
	2,334	St. Mary Land & Exploration Company		48,711
	4,424	Tesoro Corp.		56,318
	821	Transocean, Ltd. (Switzerland)*		60,992
	2,307	Unit Corp.*		63,604
	24,489	Valero Energy Corp.		413,619
	3,026	XTO Energy, Inc.		115,412
				11,393,177
		Paper and Forest Products — 0.2%
	624	International Paper Company		9,441
	6,301	Plum Creek Timber Company, Inc.		187,644
	2,166	Rayonier, Inc.		78,734
	1,446	Weyerhaeuser Company		44,002
				319,821
		Pharmaceuticals/Research and Development — 5.4%
	10,107	Abbott Laboratories		475,433
	1,782	Allergan, Inc.		84,788
	17,000	Amgen, Inc.*		899,980
	9,292	Biogen Idec, Inc.*		419,534
	19,957	Bristol-Myers Squibb Company		405,327
	929	Celgene Corp.*		44,443

See notes to financial statements.

65

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Pharmaceuticals/Research and Development (continued)
	312	Charles River Laboratories International, Inc.*	$	10,530
	26,311	Eli Lilly and Company		911,413
	6,601	Forest Laboratories, Inc.*		165,751
	7,599	Genzyme Corp.*		423,036
	18,605	Gilead Sciences, Inc.*		871,458
	3,822	Medco Health Solutions, Inc.*		174,321
	26,921	Merck & Company, Inc.		752,711
	103,533	Pfizer, Inc.		1,552,996
	9,516	Schering-Plough Corp.		239,042
	10,907	Wyeth		495,069
				7,925,832
		Printing and Publishing — 0.0%
	1,838	RR Donnelley & Sons Company		21,358
		Real Estate Investment Trusts — 0.7%
	1,389	AvalonBay Communities, Inc.		77,701
	416	Duke Realty Corp.		3,648
	262	Equity Residential		5,824
	2,861	Federal Realty Investment Trust		147,399
	9,359	Host Hotels & Resorts, Inc.		78,522
	4,596	Kimco Realty Corp.		46,190
	5,756	Liberty Property Trust		132,618
	4,927	Regency Centers Corp.		172,002
	6,963	Simon Property Group, Inc.		358,107
				1,022,011
		Registered Investment Companies — 0.0%
	5,350	Allied Capital Corp.		18,618
		Retail — 3.0%
	7,687	Big Lots, Inc.*		161,658
	9,952	CVS Caremark Corp.		317,170
	6,859	Dollar Tree, Inc.*		288,764
	15,388	Family Dollar Stores, Inc.		435,480
	2,562	HSN, Inc.*		27,080
	2,754	Kohl’s Corp.*		117,734
	16,053	PetSmart, Inc.		344,497
	363	Sears Holdings Corp.*		24,147
	2,543	Target Corp.		100,372
	17,652	TJX Companies, Inc. (The)		555,332
	11,258	Walgreen Company		330,985
	34,273	Wal-Mart Stores, Inc.		1,660,185
				4,363,404
		Retail: Restaurants — 0.1%
	395	McDonald’s Corp.		22,709
	138	Panera Bread Company — Class A*		6,881
	3,555	YUM! Brands, Inc.		118,523
				148,113
		Retail: Supermarkets — 0.0%
	263	Safeway, Inc.		5,357
		Scientific and Technical Instruments — 0.2%
	7,990	Thermo Fisher Scientific, Inc.*		325,752
		Semiconductors — 1.6%
	10,877	Broadcom Corp. — Class A*		269,641
	1,568	Cypress Semiconductor Corp.*		14,426
	12,472	Integrated Device Technology, Inc.*		75,331
	86,099	Intel Corp.		1,424,939
	26,872	LSI Corp.*		122,536
	886	Marvell Technology Group, Ltd. (Bermuda)*		10,313
	18,468	Texas Instruments, Inc.		393,368
				2,310,554
		Telecommunications Equipment and Services — 2.9%
	1,704	ADC Telecommunications, Inc.*		13,564
	67,652	AT&T, Inc.(1)		1,680,476
	10,597	Embarq Corp.*		445,710
	14,237	Motorola, Inc.		94,391
	5,091	NII Holdings, Inc.*		97,085
	19,228	QUALCOMM, Inc.		869,106
	58,790	Sprint Nextel Corp.*		282,780
	4,713	Telephone and Data Systems, Inc.		133,378
	16,129	Tellabs, Inc.*		92,419
	18,755	Verizon Communications, Inc.		576,341
				4,285,250
		Transportation — 1.4%
	4,516	CH Robinson Worldwide, Inc.		235,509
	6,168	Expeditors International of Washington, Inc.		205,641
	7,817	FedEx Corp.		434,782
	1,713	Norfolk Southern Corp.		64,529
	21,096	United Parcel Service, Inc. — Class B		1,054,589
				1,995,050
		Utilities — 1.7%
	33	American Water Works Company, Inc.		631
	97	Calpine Corp.*		1,082
	60,260	Duke Energy Corp.		879,194
	53,827	Dynegy, Inc. — Class A*		122,187
	15,099	Exelon Corp.		773,220
	3,066	FPL Group, Inc.		174,333
	971	Integrys Energy Group, Inc.		29,120
	2,295	MDU Resources Group, Inc.		43,536
	12,199	Mirant Corp.*		192,012
	12,521	NiSource, Inc.		145,995

See notes to financial statements.

66

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Utilities (continued)
	1,919	PPL Corp.	$	63,250
	4,018	Public Service Enterprise Group, Inc.		131,107
				2,555,667
		Total Common Stocks (Cost $103,471,553)		88,536,017
Principal
		US Treasury Securities — 0.5%
		US Treasury Bonds — 0.1%
$	95,000	3.50%, 02/15/39		82,146
		US Treasury Inflation Index — 0.4%
	183,200	1.75%, 01/15/28		172,895
	427,042	2.50%, 01/15/29		453,731
				626,626
		US Treasury Notes — 0.0%
	4,000	3.13%, 05/15/19		3,869
		Total US Treasury Securities (Cost $658,676)		712,641
		US Government Agency Securities — 12.3%
		Asset Backed: Mortgage and Home Equity — 1.6%
	600,000	Fannie Mae Grantor Trust, Series 2001-T2, Class B, 6.02%, 11/25/10(5)		629,554
	137,866	Fannie Mae, Series 1999-7, Class AB, 6.00%, 03/25/29(5)		147,068
	760,000	Fannie Mae, Series 2003-35, Class TE, 5.00%, 05/25/18(5)		800,937
	328,405	Fannie Mae, Series 2004-60, Class LB, 5.00%, 04/25/34(5)		345,162
	426,554	Fannie Mae, Series 2004-99, Class AO, 5.50%, 01/25/34(5)		449,389
				2,372,110
		Fannie Mae — 7.0%
	1,577,174	PL# 256219, 5.50%, 04/01/36(5)		1,624,228
	66,158	PL# 535675, 7.00%, 01/01/16(5)		70,127
	915	PL# 549906, 7.50%, 09/01/30(5)		999
	1,412	PL# 552549, 7.50%, 09/01/30(5)		1,541
	562	PL# 558384, 7.50%, 01/01/31(5)		614
	1,904	PL# 568677, 7.50%, 01/01/31(5)		2,079
	267	PL# 572762, 7.50%, 03/01/31(5)		291
	15,360	PL# 582178, 7.50%, 06/01/31(5)		16,768
	12,669	PL# 594316, 6.50%, 07/01/31(5)		13,616
	2,374	PL# 602859, 6.50%, 10/01/31(5)		2,551
	11,343	PL# 614924, 7.00%, 12/01/16(5)		12,055
	625,302	PL# 735580, 5.00%, 06/01/35(5)		639,249
	38,806	PL# 785183, 6.00%, 07/01/34(5)		40,807
	42,272	PL# 793193, 5.50%, 07/01/19(5)		44,555
	266,665	PL# 793693, 6.00%, 08/01/34(5)		280,420
	203,418	PL# 888022, 5.00%, 02/01/36(5)		207,828
	900,000	TBA, 5.50%, 07/01/24		941,625
	200,000	TBA, 6.00%, 07/01/24		211,688
	4,100,000	TBA, 5.00%, 07/01/39		4,174,312
	2,000,000	TBA, 5.50%, 07/01/39		2,064,376
				10,349,729
		Federal Agricultural Mortgage Corp. — 0.3%
	350,000	144A, 5.13%, 04/19/17(5)		370,765
		Freddie Mac Gold — 1.4%
	73,518	PL# A39644, 5.50%, 11/01/35(5)		76,148
	900,000	TBA, 5.00%, 07/01/24		930,375
	1,000,000	TBA, 5.00%, 07/01/39		1,016,875
				2,023,398
		Government National Mortgage Association — 1.8%
	2,389	PL# 461836, 7.00%, 01/15/28(5)		2,606
	164,629	PL# 604404, 5.00%, 06/15/33(5)		168,925
	484,221	PL# 639093, 5.00%, 01/15/35		495,948
	364,159	PL# 639865, 5.00%, 06/15/35		372,978
	80,719	PL# 781881, 5.00%, 03/15/35		82,421
	200,000	TBA, 5.00%, 07/01/39		203,313
	1,300,000	TBA, 5.50%, 07/01/39		1,338,609
				2,664,800
		Resolution Funding Strips — 0.2%
	250,000	Zero coupon, 07/15/18(8)		170,339
	250,000	Zero coupon, 10/15/18(8)		168,122
				338,461
		Total US Government Agency Securities (Cost $17,786,701)		18,119,263
		Corporate Bonds and Notes — 24.9%
		Advertising — 0.0%
	10,000	Lamar Media Corp., Series B, 6.63%, 08/15/15		8,450
		Airlines — 0.5%
	400,000	Continental Airlines, Inc., Series 2007-1A, 5.98%, 04/19/22(5)		330,000
	300,000	Delta Air Lines, Inc., Series 2000-1, Class A-2, 7.57%, 11/18/10(5)		286,500
	90,756	Delta Air Lines, Inc., Series 2007-1, Class A, 6.82%, 08/10/22(5)		75,328
				691,828
		Automobile: Rental — 0.0%
	35,000	Hertz Corp., 8.88%, 01/01/14		32,200

See notes to financial statements.

67

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Automobiles/Motor Vehicles, Automotive Equipment and Repairs — 0.3%
$	300,000	Daimler Chrysler NA Holding, 5.88%, 03/15/11(5)	$	304,987
	970,000	General Motors Corp., 8.25%, 07/15/23(9)		118,825
				423,812
		Banks and Financial Services — 4.2%
	100,000	AGFC Capital Trust I — 144A, Variable Rate, 6.00%, 01/15/67(1)		21,000
	200,000	Aiful Corp. — 144A (Japan), 5.00%, 08/10/10(5)		122,000
	190,000	American Express Company, Variable Rate, 6.80%, 09/01/66(1)(5)		136,800
	10,000	BAC Capital Trust XIV, Variable Rate, 5.63%, perpetual(1)		5,000
	140,000	Bear Stearns Companies, Inc. (The), 7.25%, 02/01/18(5)		147,558
	210,000	Caterpillar Financial Service Corp., Series MTNF, 6.20%, 09/30/13(5)		222,339
	330,000	Citigroup, Inc., 5.00%, 09/15/14(5)		276,645
	300,000	Citigroup, Inc., 6.88%, 03/05/38(5)		264,950
	220,000	Ford Motor Credit Company LLC, 7.38%, 10/28/09		218,114
	129,000	Ford Motor Credit Company LLC, Floating Rate, 5.88%, 06/15/11(2)		111,908
	480,000	General Electric Capital Corp., Series MTNA, 6.88%, 01/10/39		432,054
	160,000	Glitnir Banki HF — 144A (Iceland), 6.33%, 07/28/11(8)(9)		26,000
	380,000	Glitnir Banki HF — 144A (Iceland), Variable Rate, 6.69%, 06/15/16(1)(8)(9)		38
	645,000	GMAC LLC — 144A, 6.63%, 05/15/12		538,574
	108,000	GMAC LLC — 144A, 7.50%, 12/31/13		83,700
	85,000	GMAC LLC — 144A, 8.00%, 12/31/18		53,975
	165,000	GMAC LLC — 144A, 8.00%, 11/01/31		115,500
	20,000	Goldman Sachs Capital II, Variable Rate, 5.79%, perpetual (1)		12,189
	170,000	Goldman Sachs Group, Inc. (The), 4.50%, 06/15/10		174,201
	70,000	Goldman Sachs Group, Inc. (The), 5.45%, 11/01/12		72,379
	200,000	ICICI Bank, Ltd. — REG S (India), Variable Rate, 6.38%, 04/30/22(1)		156,215
	220,000	JPMorgan Chase & Company, 5.13%, 09/15/14		218,935
	270,000	JPMorgan Chase & Company, 5.15%, 10/01/15		266,144
	220,000	JPMorgan Chase & Company, 6.13%, 06/27/17		217,369
	130,000	Kaupthing Bank hf — 144A (Iceland), 7.13%, 05/19/16(8)(9)		13
	710,000	Kaupthing Bank hf — 144A, Series 1 (Iceland), 7.63%, 02/28/15(8)(9)(14)		55,025
	140,000	Landisbanki Islands hf — 144A (Iceland), 6.10%, 08/25/11(8)(9)		4,200
	120,000	Lehman Brothers E — Capital Trust I, Floating Rate, 3.02%, 08/19/65(2)(9)		12
	100,000	Lehman Brothers Holdings, Inc., Series MTN, 5.25%, 02/06/12(9)		14,750
	480,000	Lehman Brothers Holdings, Inc., Series MTN, 6.75%, 12/28/17(9)		48
	170,000	Mitsubishi UFJ Financial Group Capital Financial I, Ltd. (Cayman Islands), Variable Rate, 6.35%, perpetual(1)		148,820
	260,000	Morgan Stanley, Series MTN, 5.63%, 01/09/12		266,086
	100,000	Morgan Stanley, Series MTNF, Floating Rate, 1.56%, 10/18/16(2)		80,882
	235,000	Resona Preferred Global Securities — 144A (Cayman Islands), Variable Rate, 7.19%, perpetual(1)		171,550
	270,000	RSHB Capital (Luxembourg), 6.30%, 05/15/17		232,200
	260,000	Santander Issuances — 144A (Spain), Variable Rate, 5.81%, 06/20/16(1)		209,139
	60,000	SLM Corp., Series MTN, 5.05%, 11/14/14		46,422
	265,000	SLM Corp., Series MTNA, 5.00%, 10/01/13		214,347
	10,000	SLM Corp., Series MTNA, 5.00%, 04/15/15		7,617
	45,000	SLM Corp., Series MTNA, 5.63%, 08/01/33		27,706
	310,000	TNK-BP Finance SA — 144A (Luxembourg), 7.50%, 07/18/16		264,275
	430,000	Wachovia Corp., 5.25%, 08/01/14		420,786

See notes to financial statements.

68

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Banks and Financial Services (continued)
$	130,000	Wells Fargo Capital X, 5.95%, 12/15/36	$	96,200
				6,153,665
		Broadcast Services/Media — 0.7%
	60,000	CCH I, LLC/CCH I Capital Corp., 11.00%, 10/01/15(8)(9)		7,200
	150,000	Comcast Cable Communications, 8.88%, 05/01/17(5)		176,366
	240,000	Comcast Corp., 6.50%, 01/15/15(5)		254,565
	20,000	Comcast Corp., 6.50%, 01/15/17(5)		21,217
	20,000	Comcast Corp., 5.88%, 02/15/18(5)		20,273
	15,000	CSC Holdings, Inc. — 144A, 8.63%, 02/15/19		14,588
	10,000	CSC Holdings, Inc., Series B, 7.63%, 04/01/11		9,900
	70,000	DIRECTV Holdings LLC/DIRECTV Financing Company, Inc., 8.38%, 03/15/13		70,175
	30,000	Dish DBS Corp., 7.00%, 10/01/13		28,500
	25,000	Dish DBS Corp., 7.75%, 05/31/15		23,813
	10,000	Liberty Media Corp., 5.70%, 05/15/13		8,650
	10,000	News America, Inc., 6.65%, 11/15/37		8,995
	35,000	Rogers Cable, Inc. (Canada), 6.75%, 03/15/15		37,073
	10,000	Time Warner Cable, Inc., 8.75%, 02/14/19		11,649
	130,000	Time Warner Cable, Inc., 8.25%, 04/01/19		147,500
	80,000	Time Warner Entertainment, 8.38%, 07/15/33		89,546
	160,000	Time Warner, Inc., 6.88%, 05/01/12(5)		171,159
				1,101,169
		Chemicals — 0.0%
	27,000	Westlake Chemical Corp., 6.63%, 01/15/16		23,625
		Construction Services and Supplies — 0.0%
	65,000	K Hovnanian Enterprises, Inc., 6.25%, 01/15/15		33,150
		Consumer Goods and Services — 0.1%
	100,000	Reynolds American, Inc., 6.75%, 06/15/17		93,370
		Entertainment, Leisure and Recreation — 0.1%
	25,000	Boyd Gaming Corp., 6.75%, 04/15/14		20,250
	80,000	Boyd Gaming Corp., 7.13%, 02/01/16		59,299
	30,000	Inn of The Mountain Gods, 12.00%, 11/15/10(9)		12,000
	5,000	MGM MIRAGE, 6.63%, 07/15/15		3,263
	45,000	MGM MIRAGE, Inc., 7.63%, 01/15/17		29,138
	15,000	Mohegan Tribal Gaming Authority, 6.13%, 02/15/13		11,325
	10,000	Station Casinos, Inc., 6.88%, 03/01/16(8)(9)		250
	90,000	Station Casinos, Inc., 7.75%, 08/15/16(8)(9)		31,050
				166,575
		Equipment Rental and Leasing — 0.1%
	250,000	International Lease Finance Corp. E — Capital Trust II — 144A, Variable Rate, 6.25%, 12/21/65(1)		92,500
		Food and Beverage — 0.2%
	310,000	Diageo Capital PLC (United Kingdom), 7.38%, 01/15/14(5)		350,751
		Funeral Services — 0.0%
	10,000	Service Corp. International, 6.75%, 04/01/16		9,025
	40,000	Service Corp. International, 7.63%, 10/01/18		37,100
	35,000	Service Corp. International, 7.50%, 04/01/27		27,475
				73,600
		Insurance — 0.3%
	40,000	American International Group, Inc., Series MTNG, 5.85%, 01/16/18(5)		21,162
	40,000	ASIF Global Financing XIX — 144A, 4.90%, 01/17/13(5)		34,029
	50,000	Humana, Inc., 7.20%, 06/15/18		45,057
	300,000	Merna Reinsurance, Ltd., Series B — 144A (Bermuda), Floating Rate, 2.35%, 07/07/10(2)		279,420
				379,668
		Manufacturing — 0.0%
	30,000	Tyco International Group SA (Luxembourg), 6.38%, 10/15/11		31,612

See notes to financial statements.

69

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Medical Equipment, Supplies, and Services — 0.4%
$	125,000	DaVita, Inc., 6.63%, 03/15/13	$	117,813
	6,000	HCA, Inc., 6.30%, 10/01/12		5,505
	160,000	HCA, Inc., 6.75%, 07/15/13		140,800
	11,000	HCA, Inc., 5.75%, 03/15/14		8,800
	20,000	HCA, Inc., 9.13%, 11/15/14		19,800
	160,000	HCA, Inc., 9.25%, 11/15/16		157,599
	27,000	HCA, Inc., 9.63%, 11/15/16(12)		26,730
	45,000	Tenet Healthcare Corp. — 144A, 9.00%, 05/01/15		45,338
	45,000	Tenet Healthcare Corp. — 144A, 10.00%, 05/01/18		47,250
	20,000	WellPoint, Inc., 5.88%, 06/15/17		19,574
				589,209
		Metals and Mining — 0.7%
	180,000	Alcoa, Inc., 6.00%, 07/15/13(5)		175,861
	230,000	Evraz Group SA — 144A (Luxembourg), 8.88%, 04/24/13		188,600
	190,000	Freeport-McMoRan Copper & Gold, Inc., 8.38%, 04/01/17(5)		191,425
	210,000	Rio Tinto Finance USA, Ltd. (Australia), 6.50%, 07/15/18		210,123
	65,000	Steel Dynamics, Inc., 6.75%, 04/01/15		57,850
	101,000	Vale Overseas, Ltd. (Cayman Islands), 6.88%, 11/21/36		95,900
	130,000	Vedanta Resources PLC — 144A (United Kingdom), 8.75%, 01/15/14		118,300
				1,038,059
		Office Equipment, Supplies, and Services — 0.0%
	40,000	Xerox Corp., 6.75%, 02/01/17		36,400
		Oil, Coal and Gas — 3.0%
	235,000	Anadarko Finance Company, Series B (Canada), 7.50%, 05/01/31(5)		229,306
	35,000	Anadarko Petroleum Corp., 6.45%, 09/15/36(5)		31,462
	150,000	Apache Corp., 6.00%, 09/15/13(5)		163,212
	5,000	Chesapeake Energy Corp., 6.38%, 06/15/15		4,450
	20,000	Chesapeake Energy Corp., 6.25%, 01/15/18		16,600
	5,000	Chesapeake Energy Corp., 7.25%, 12/15/18		4,350
	105,000	Complete Production Services, Inc., 8.00%, 12/15/16		89,775
	80,000	Conoco, Inc., 6.95%, 04/15/29(5)		86,201
	140,000	ConocoPhillips, 6.50%, 02/01/39(5)		149,021
	125,000	Dynegy Holdings, Inc., 7.75%, 06/01/19		97,344
	86,000	El Paso Corp., Series MTN, 7.80%, 08/01/31		70,151
	25,000	El Paso Corp., Series MTN, 7.75%, 01/15/32		20,351
	130,000	El Paso Natural Gas, 8.38%, 06/15/32(5)		141,405
	500,000	El Paso Performance-Link — 144A, 7.75%, 07/15/11		490,693
	250,000	Enterprise Products Operating LLP, 9.75%, 01/31/14(5)		287,377
	120,000	Gaz Capital (Gazprom) — 144A (Luxembourg), 6.21%, 11/22/16		100,200
	150,000	Hess Corp., 8.13%, 02/15/19		170,768
	20,000	Hess Corp., 7.88%, 10/01/29(5)		21,693
	110,000	Hess Corp., 7.30%, 08/15/31(5)		113,547
	180,000	Kerr-McGee Corp., 6.95%, 07/01/24		167,018
	110,000	Kerr-McGee Corp., 7.88%, 09/15/31		107,338
	190,000	Kinder Morgan Energy Partners LP, 6.75%, 03/15/11		199,135
	50,000	Kinder Morgan Energy Partners LP, 5.85%, 09/15/12		52,126
	20,000	Kinder Morgan Energy Partners LP, 6.00%, 02/01/17		19,841
	200,000	Kinder Morgan Energy Partners LP, Series MTN, 6.95%, 01/15/38		193,738
	150,000	Occidental Petroleum Corp., 7.00%, 11/01/13		171,731
	50,000	OPTI Canada, Inc. (Canada), 7.88%, 12/15/14		32,375
	75,000	OPTI Canada, Inc. (Canada), 8.25%, 12/15/14		49,500
	40,000	Peabody Energy Corp., Series B, 6.88%, 03/15/13		39,600
	307,000	Pemex Project Funding Master Trust, 6.63%, 06/15/35		277,661
	80,000	Petrobas International Finance Company (Cayman Islands), 6.13%, 10/06/16		82,000
	30,000	Pride International, Inc., 7.38%, 07/15/14		29,775

See notes to financial statements.

70

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Oil, Coal and Gas (continued)
$	25,000	Semgroup LP — 144A, 8.75%, 11/15/15(8)(9)	$	1,000
	80,000	Shell International Finance (the Netherlands), 6.38%, 12/15/38		87,138
	95,000	Suburban Propane Partners, 6.88%, 12/15/13		87,400
	20,000	Williams Companies, Inc., 8.75%, 03/15/32		20,100
	320,000	Williams Companies, Inc., Series A, 7.50%, 01/15/31		281,600
	190,000	XTO Energy, Inc., 7.50%, 04/15/12		210,472
	60,000	XTO Energy, Inc., 6.50%, 12/15/18		64,370
				4,461,824
		Paper and Forest Products — 0.1%
	110,000	Weyerhaeuser Company, 6.75%, 03/15/12		110,040
		Pharmaceuticals/Research and Development — 0.2%
	40,000	AmerisourceBergen Corp., 5.88%, 09/15/15(5)		38,126
	120,000	FMC Finance III SA (Luxembourg), 6.88%, 07/15/17		111,600
	110,000	Wyeth, 5.95%, 04/01/37		113,798
				263,524
		Printing and Publishing — 0.1%
	80,000	Reed Elsevier Capital, 8.63%, 01/15/19		90,894
	30,000	Sun Media Corp. (Canada), 7.63%, 02/15/13		19,725
	40,000	TL Acquisitions, Inc. — 144A, 10.50%, 01/15/15		32,400
				143,019
		Private Asset Backed: Banks and Financial Services — 0.1%
	190,000	Morgan Stanley Capital I, Series 2005-HQ6, Class A4A, 4.99%, 08/13/42		162,323
		Private Asset Backed: Credit Cards — 0.4%
	640,000	Washington Mutual Master Note Trust — 144A, Series 2006-A3A, Class A3, Floating Rate, 0.35%, 09/15/13(3)		639,019
		Private Asset Backed: Mortgage and Home Equity — 9.2%
	266,020	Accredited Mortgage Loan Trust, Series 2005-3, Class A1, Floating Rate, 0.55%, 09/25/35(3)		190,541
	121,679	Adjustable Rate Mortgage Trust, Series 2004-2, Class 7A2, Floating Rate, 0.73%, 02/25/35(3)(5)		65,592
	40,010	Adjustable Rate Mortgage Trust, Series 2004-5, Class 7A2, Floating Rate, 0.69%, 04/25/35(3)		32,521
	250,000	Banc of America Commercial Mortgage, Inc., Series 2005-5, Class A4, 5.12%, 10/10/45(5)		213,459
	2,679,679	Bear Stearns Asset Backed Securities, Inc., Series 07-SD1, Class 1A3A, 6.50%, 10/25/36(5)		1,445,610
	1,311,189	Bear Stearns Mortgage Funding Trust, Series 2006-AR5, Class 1A2, Floating Rate, 0.52%, 12/25/36(3)		212,690
	280,036	Countrywide Alternative Loan Trust, Series 2005-36, Class 3A1, Floating Rate, 4.85%, 08/25/35(3)(5)		181,082
	723,941	Countrywide Alternative Loan Trust, Series 2005-56, Class 4A1, Floating Rate, 0.62%, 11/25/35(3)		323,365
	782,321	Countrywide Alternative Loan Trust, Series 2005-59, Class 1A1, Floating Rate, 0.64%, 11/20/35(3)(5)		353,331
	148,553	Countrywide Asset-Backed Certificates, Series 2005-4, Class AF3, 4.46%, 10/25/35		135,294
	339,168	Countrywide Home Equity Loan Trust, Series 2005-G, Class 2A, Floating Rate, 0.55%, 12/15/35(3)		130,776
	684,029	Countrywide Home Loans — 144A, Series 2005-R3, Class AF, Floating Rate, 0.71%, 09/25/35(3)(5)		461,993
	720,000	GE Capital Commercial Mortgage Corp., Series 2007-C1, Class A4, 5.54%, 12/10/49(5)		497,378
	667,368	GMAC Mortgage Corp. Loan Trust, Series 2005-AR1, Class 3A, Floating Rate, 4.63%, 03/18/35(3)		391,758
	1,091,276	GMAC Mortgage Corp. Loan Trust, Series 2006-HE1, Class A, Floating Rate, 0.52%, 11/25/36(3)		332,936

See notes to financial statements.

71

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Private Asset Backed: Mortgage and Home Equity (continued)
$	424,696	GSAMP Trust — 144A, Series 2006-SD2, Class A1, Floating Rate, 0.42%, 05/25/46(3)(5)	$	354,350
	228,480	Impac CMB Trust, Series 2004-6, Class 1A1, Floating Rate, 1.11%, 10/25/34(3)		101,617
	542,720	IndyMac INDA Mortgage Loan Trust, Series 2007-AR7, Class 1A1, Floating Rate, 6.11%, 09/25/37(3)		354,042
	187,344	IndyMac Index Mortgage Loan Trust, Series 2005-AR15, Class A2, 5.10%, 09/25/35		115,825
	590,487	IndyMac Index Mortgage Loan Trust, Series 2007-AR15, Class 2A1, Floating Rate, 5.69%, 08/25/37(3)		267,761
	441,905	JPMorgan Mortgage Trust, Series 2004-A3, Class 1A1, Floating Rate, 3.86%, 07/25/34(3)		387,382
	431,328	Lehman XS Trust, Series 2005-5N, Class 1A1, Floating Rate, 0.61%, 11/25/35(3)		180,425
	322,382	Lehman XS Trust, Series 2005-7N, Class 1A1B, Floating Rate, 0.61%, 12/25/35(3)		79,030
	369,882	Lehman XS Trust, Series 2006-GP4, Class 3A1A, Floating Rate, 0.38%, 08/25/46(3)		299,722
	308,054	Merrill Lynch Mortgage Investors Trust, Series 2004-A3, Class 4A3, Floating Rate, 5.03%, 05/25/34(3)		273,423
	1,098,000	Merrill Lynch Mortgage Investors, Inc., Series 2005-A4, Class 2A2, 4.46%, 07/25/35		690,449
	1,300,000	Merrill Lynch Mortgage Investors, Inc., Series 2005-A5, Class A3, 4.44%, 06/25/35		636,943
	500,000	Merrill Lynch Mortgage Trust, Series 2006-C1, Class A4, Floating Rate, 5.66%, 05/12/39(3)		407,079
	168,786	MLCC Mortgage Investors, Inc., Series 2003-F, Class A1, Floating Rate, 0.63%, 10/25/28(3)		127,796
	167,037	Morgan Stanley Mortgage Loan Trust, Series 2004-6AR, Class 1A, Floating Rate, 0.76%, 07/25/34(3)		99,312
	623,345	Prime Mortgage Trust — 144A, Series 2006-DR1, Class 1A1, 5.50%, 05/25/35		590,035
	289,958	Prime Mortgage Trust — 144A, Series 2006-DR1, Class 1A2, 6.00%, 05/25/35		277,906
	1,552,252	Prime Mortgage Trust — 144A, Series 2006-DR1, Class 2A1, 5.50%, 05/25/35		1,106,738
	1,398,021	Residential Accredit Loans, Inc., Series 2005-QO3, Class A1, Floating Rate, 0.71%, 10/25/45(3)		634,591
	711,510	Structured Adjustable Rate Mortgage Loan Trust, Series 2005-15, Class 1A1, 5.06%, 07/25/35		487,681
	284,856	Structured Asset Mortgage Investments, Inc., Series 2003-AR4, Class A1, Floating Rate, 0.66%, 01/19/34(3)		141,673
	261,370	Washington Mutual Mortgage Pass-Through Certificates, Series 2005-AR1, Class A1A, Floating Rate, 0.63%, 01/25/45(3)		131,445
	455,755	Washington Mutual Mortgage Pass-Through Certificates, Series 2005-AR13, Class A1A1, Floating Rate, 0.60%, 10/25/45(3)		238,433
	488,309	Washington Mutual Mortgage Pass-Through Certificates, Series 2005-AR13, Class A1B3, Floating Rate, 0.67%, 10/25/45(3)		158,439
	573,464	Washington Mutual Mortgage Pass-Through Certificates, Series 2005-AR15, Class A1A2, Floating Rate, 0.59%, 11/25/45(3)		260,702
	442,666	Washington Mutual Mortgage Pass-Through Certificates, Series 2007-HY4, Class 4A1, 5.50%, 04/25/37		267,577
				13,638,702
		Private Asset Backed: Student Loans — 0.1%
	170,000	Nelnet Student Loan Trust, Series 2008-4, Class A4, Floating Rate, 2.57%, 04/25/17(2)		167,498

See notes to financial statements.

72

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Real Estate Development and Services — 0.0%
$	230,000	Realogy Corp., 12.38%, 04/15/15	$	64,400
		Real Estate Investment Trusts — 0.1%
	50,000	Host Hotels & Resorts LP, Series Q, 6.75%, 06/01/16		43,375
	40,000	Ventas Realty LP/Ventas Capital Corp., 6.75%, 04/01/17		35,900
				79,275
		Retail — 0.2%
	252,622	CVS Caremark Corp. — 144A, 6.94%, 01/10/30(5)		228,580
	20,000	JC Penney & Company, Inc., 7.40%, 04/01/37		15,784
				244,364
		Retail: Supermarkets — 0.1%
	93,000	Delhaize America, Inc., 9.00%, 04/15/31(5)		112,896
		Scientific and Technical Instruments — 0.1%
	80,000	Cie Generale de Geophysique (France), 7.50%, 05/15/15		73,400
	40,000	Cie Generale de Geophysique (France), 7.75%, 05/15/17		36,400
				109,800
		Semiconductors — 0.0%
	25,000	Freescale Semiconductor, Inc., 8.88%, 12/15/14		12,625
	40,000	MagnaChip Semiconductor, Ltd. (Luxembourg), Floating Rate, 5.25%, 12/15/11(2)(9)		20
				12,645
		Telecommunications Equipment and Services — 1.8%
	50,000	America Movil SAB de CV (Mexico), 5.63%, 11/15/17(5)		48,870
	190,000	AT&T, Inc., 5.10%, 09/15/14		197,370
	60,000	AT&T, Inc., 5.50%, 02/01/18(5)		59,912
	10,000	AT&T, Inc., 5.80%, 02/15/19(5)		10,153
	150,000	AT&T, Inc., 6.55%, 02/15/39(5)		149,733
	15,000	Citizens Communications Company, 9.25%, 05/15/11		15,638
	10,000	Citizens Communications Company, 7.88%, 01/15/27		8,000
	180,000	Deutsche Telecom International Finance BV (the Netherlands), 5.75%, 03/23/16(5)		184,295
	220,000	Koninklijke KPN NV (the Netherlands), 8.38%, 10/01/30		251,468
	90,000	Level 3 Financing, Inc., 9.25%, 11/01/14		73,800
	10,000	Nextel Communications, Inc., Series D, 7.38%, 08/01/15		7,975
	130,000	Nextel Communications, Inc., Series E, 6.88%, 10/31/13		107,575
	60,000	Nextel Communications, Inc., Series F, 5.95%, 03/15/14		47,250
	20,000	Rogers Communications (Canada), 6.80%, 08/15/18		21,441
	40,000	Rogers Wireless, Inc. (Canada), 6.38%, 03/01/14		42,875
	270,000	Sprint Capital Corp., 8.38%, 03/15/12		265,950
	60,000	Sprint Capital Corp., 8.75%, 03/15/32		48,300
	200,000	Telecom Italia Capital (Luxembourg), 5.25%, 10/01/15		193,067
	70,000	Telecom Italia Capital (Luxembourg), 7.00%, 06/04/18		70,816
	90,000	Verizon Communications, Inc., 8.95%, 03/01/39		113,654
	50,000	Verizon Global Funding Corp., 7.38%, 09/01/12		55,936
	300,000	Verizon New York, Inc., Series A, 6.88%, 04/01/12		317,948
	260,000	VIP FIN (VIMPELCOM) — 144A (Ireland), 8.38%, 04/30/13		235,950
	140,000	Windstream Corp., 8.63%, 08/01/16		134,050
				2,662,026
		Transportation — 0.0%
	20,000	Teekay Shipping Corp. (Marshall Islands), 8.88%, 07/15/11		19,850
		Utilities — 1.8%
	80,000	AES Corp., 7.75%, 10/15/15		74,400
	410,000	AES Corp., 8.00%, 10/15/17		381,300
	70,000	Dominion Resources, Inc., 4.75%, 12/15/10(5)		71,943
	140,000	Dominion Resources, Inc., 5.70%, 09/17/12(5)		148,918
	80,000	Dominion Resources, Inc., Series D, 8.88%, 01/15/19(5)		95,403

See notes to financial statements.

73

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Corporate Bonds and Notes (continued)
		Utilities (continued)
$	70,000	Edison Mission Energy, 7.00%, 05/15/17	$	53,725
	90,000	Edison Mission Energy, 7.20%, 05/15/19		67,050
	40,000	Edison Mission Energy, 7.63%, 05/15/27		25,600
	10,000	Energy Future Holdings Corp., 10.88%, 11/01/17		7,300
	1,219,000	Energy Future Holdings Corp., 11.25%, 11/01/17(12)		743,590
	5,000	Exelon Corp., 5.63%, 06/15/35(5)		4,025
	160,000	FirstEnergy Corp., Series B, 6.45%, 11/15/11(5)		167,002
	125,000	FirstEnergy Corp., Series C, 7.38%, 11/15/31(5)		117,982
	100,000	NRG Energy, Inc., 7.25%, 02/01/14		97,000
	10,000	NRG Energy, Inc., 7.38%, 02/01/16		9,463
	10,000	NRG Energy, Inc., 7.38%, 01/15/17		9,425
	40,000	Pacific Gas & Electric Company, 8.25%, 10/15/18		48,813
	90,000	Pacific Gas & Electric Company, 6.05%, 03/01/34		93,369
	60,000	Pacific Gas & Electric Company, 5.80%, 03/01/37		60,300
	210,000	TXU Corp., Series P, 5.55%, 11/15/14		132,598
	105,000	TXU Corp., Series Q, 6.50%, 11/15/24		52,614
	310,000	TXU Corp., Series R, 6.55%, 11/15/34		149,035
				2,610,855
		Total Corporate Bonds and Notes (Cost $52,391,690)		36,821,703
		Preferred Corporate Bonds and Notes — 0.9%
		Banks and Financial Services — 0.6%
	190,000	Bank of America Corp., Series K, Variable Rate, 8.00%, perpetual(1)		158,680
	40,000	Bank of America Corp., Series M, Variable Rate, 8.13%, perpetual(1)		33,408
	90,000	Credit Suisse (Switzerland), Variable Rate, 5.86%, perpetual (1)(5)		58,500
	200,000	Lehman Brothers Capital Trust VII, Series MTN, Variable Rate, 5.86%, perpetual (1)(9)		20
	75,000	Rabobank Nederland — 144A (the Netherlands), Variable Rate, 11.00%, perpetual(1)		83,438
	100,000	Royal Bank of Scotland Group PLC, Series MTNU (United Kingdom), Variable Rate, 7.64%, perpetual(1)		40,500
	300,000	Shinsei Financial, Ltd. — 144A (Cayman Islands), Variable Rate, 6.42%, perpetual(1)		120,000
	170,000	Wachovia Capital Trust III, Variable Rate, 5.80%, perpetual(1)		102,000
	270,000	Wells Fargo Capital XV, Variable Rate, 9.75%, perpetual(1)		261,225
				857,771
		Insurance — 0.3%
	430,000	MetLife, Inc., 6.40%, 12/15/36		307,450
	250,000	Travelers Companies, Inc. (The), Variable Rate, 6.25%, 03/15/37(1)		201,491
				508,941
		Total Preferred Corporate Bonds and Notes (Cost $2,083,056)		1,366,712
Shares
		Preferred Stocks — 0.1%
		Banks and Financial Services
	600	Fannie Mae, Series O, Floating Rate, 7.00%(2)		930
	10,800	Fannie Mae, Series S, Variable Rate, 8.25%(1)		14,364
	14,925	Freddie Mac, Series Z, Variable Rate, 8.38%(1)		18,209
	178	Preferred Blocker, Inc. — 144A, 7.00%		76,551
		Total Preferred Stocks (Cost $704,949)		110,054
Principal
		Municipal Bonds — 0.6%
		Virginia
$	963,145	Virginia State Housing Development Authority, Series C, Revenue Bond, 6.00%, 06/25/34 (Cost $947,298)		941,917
		Total Securities (Cost $178,043,923)		146,608,307

See notes to financial statements.

74

BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal				Value
			Repurchase Agreements — 5.6%
$	8,313,730		With State Street Bank and Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $8,313,733 (Collateralized by US Treasury Bill, 0.28%, due 11/27/09, with a value of $8,484,806) (Cost $8,313,730)	$	8,313,730
			Total Investments before Call and Put Options Written — 104.9% (Cost $186,357,653)		154,922,037
Contracts
			Call Options Written — (0.0)%
	(5	)	Eurodollar Future, expiring September 2009 @ 97.63 (Premium $4,127)		(21,344	)
			Put Options Written — (0.0)%
	(28	)	Eurodollar Future, expiring March 2010 @ 98.38 (Premium $24,949)		(14,700	)
			Total Investments net of Call and Put Options Written — 104.9% (Cost $186,328,577)		154,885,993
			Liabilities less other assets — (4.9)%		(7,229,012	)
			Net Assets — 100.0%	$	147,656,981

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $186,357,653.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	3,221,370
Gross unrealized depreciation		(34,656,986	)
Net unrealized depreciation	$	(31,435,616	)

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

75

LARGE VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks — 98.1%
		Aerospace and Defense — 4.4%
	111,600	Boeing Company (The)	$	4,743,000
	144,300	Goodrich Corp.		7,210,671
	145,200	L-3 Communications Holdings, Inc.		10,073,976
	318,300	Northrop Grumman Corp.		14,539,944
	138,100	Raytheon Company		6,135,783
	206,600	United Technologies Corp.		10,734,936
				53,438,310
		Agriculture — 0.4%
	186,400	Archer-Daniels-Midland Company		4,989,928
		Airlines — 0.5%
	158,400	Copa Holdings SA — Class A (Panama)		6,465,888
		Apparel: Manufacturing and Retail — 2.7%
	257,700	Aeropostale, Inc.*		8,831,379
	470,600	Coach, Inc.		12,649,728
	128,700	Polo Ralph Lauren Corp.		6,890,598
	120,100	Ross Stores, Inc.		4,635,860
				33,007,565
		Banks and Financial Services — 13.1%
	484,900	Ameriprise Financial, Inc.		11,768,523
	168,200	Bank of New York Mellon Corp.		4,929,942
	684,200	BB&T Corp.		15,038,716
	164,800	Credicorp, Ltd. (Bermuda)		9,591,360
	381,100	Federated Investors, Inc. — Class B		9,180,699
	185,300	Franklin Resources, Inc.		13,343,453
	117,000	Goldman Sachs Group, Inc. (The)		17,250,480
	962,200	Hudson City Bancorp, Inc.		12,787,638
	371,400	JPMorgan Chase & Company		12,668,454
	418,200	Knight Capital Group, Inc. — Class A*		7,130,310
	430,800	Moody’s Corp.		11,351,580
	323,300	Morgan Stanley		9,217,283
	447,200	New York Community Bancorp, Inc.		4,780,568
	389,100	NYSE Euronext		10,602,975
	263,900	Wells Fargo & Company		6,402,214
				156,044,195
		Broadcast Services/Media — 2.8%
	754,100	Comcast Corp. — Class A		10,926,909
	478,400	CTC Media, Inc.*		5,654,688
	385,800	DIRECTV Group, Inc. (The)*		9,533,118
	232,800	McGraw-Hill Companies, Inc. (The)		7,009,608
				33,124,323
		Chemicals — 1.3%
	220,400	Lubrizol Corp. (The)		10,427,124
	311,700	Nalco Holding Company		5,249,028
				15,676,152
		Computer Equipment, Software and Services — 3.0%
	517,800	Ingram Micro, Inc. — Class A*		9,061,500
	565,000	Microsoft Corp.		13,430,050
	250,600	Sybase, Inc.*		7,853,804
	212,800	Western Digital Corp.*		5,639,200
				35,984,554
		Construction Services and Supplies — 0.3%
	324,600	Owens Corning, Inc.*		4,148,388
		Consumer Goods and Services — 1.6%
	361,900	Herbalife, Ltd. (Cayman Islands)		11,414,326
	164,200	Procter & Gamble Company (The)		8,390,620
				19,804,946
		Containers and Packaging — 0.9%
	232,600	Bemis Company, Inc.		5,861,520
	210,400	Crown Holdings, Inc.*		5,079,056
				10,940,576
		Distribution — 0.4%
	146,900	Tech Data Corp.*		4,805,099
		Electronics — 0.7%
	359,900	Garmin, Ltd. (Cayman Islands)		8,572,818
		Entertainment, Leisure and Recreation — 0.7%
	195,900	Netflix, Inc.*		8,098,506
		Food and Beverage — 2.6%
	479,900	Coca-Cola Enterprises, Inc.		7,990,335
	760,500	ConAgra Foods, Inc.		14,495,130
	407,100	Sysco Corp.		9,151,608
				31,637,073
		Insurance — 9.4%
	559,700	Allstate Corp. (The)		13,656,680
	189,500	Assurant, Inc.		4,565,055
	392,800	Chubb Corp. (The)		15,664,864
	442,700	Cincinnati Financial Corp.		9,894,345
	140,500	Hanover Insurance Group, Inc.		5,354,455

See notes to financial statements.

76

LARGE VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Insurance (continued)
	695,600	Lincoln National Corp.	$	11,971,276
	179,400	Odyssey Re Holdings Corp.		7,172,412
	322,200	Platinum Underwriters Holdings, Ltd. (Bermuda)		9,211,698
	455,400	Travelers Companies, Inc. (The)		18,689,616
	479,300	Unum Group		7,601,698
	390,100	WR Berkley Corp.		8,375,447
				112,157,546
		Internet Services — 0.6%
	485,100	Symantec Corp.*		7,548,156
		Machinery — 0.8%
	275,500	Joy Global, Inc.		9,840,860
		Manufacturing — 2.1%
	222,100	Dover Corp.		7,349,289
	243,700	Harsco Corp.		6,896,710
	421,600	Tyco International, Ltd. (Switzerland)		10,953,168
				25,199,167
		Medical Equipment, Supplies, and Services — 4.7%
	305,800	Health Net, Inc.*		4,755,190
	172,000	Johnson & Johnson		9,769,600
	181,700	McKesson Corp.		7,994,800
	537,200	UnitedHealth Group, Inc.		13,419,256
	392,200	WellPoint, Inc.*		19,959,058
				55,897,904
		Metals and Mining — 0.5%
	159,000	Reliance Steel & Aluminum Company		6,104,010
		Oil, Coal and Gas — 18.8%
	65,000	Apache Corp.		4,689,750
	737,500	Chevron Corp.		48,859,375
	737,300	ConocoPhillips		31,010,838
	1,161,200	Exxon Mobil Corp.		81,179,492
	208,000	Holly Corp.		3,739,840
	582,300	Marathon Oil Corp.		17,544,699
	105,200	Murphy Oil Corp.		5,714,464
	627,900	Patterson-UTI Energy, Inc.		8,074,794
	25,300	SEACOR Holdings, Inc.*		1,903,572
	403,900	Sunoco, Inc.		9,370,480
	732,500	Valero Energy Corp.		12,371,925
				224,459,229
		Pharmaceuticals/Research and Development — 6.0%
	669,800	AmerisourceBergen Corp.		11,882,252
	237,000	Amgen, Inc.*		12,546,780
	219,700	Endo Pharmaceuticals Holdings, Inc.*		3,937,024
	498,500	Forest Laboratories, Inc.*		12,517,335
	2,040,000	Pfizer, Inc.		30,600,000
				71,483,391
		Printing and Publishing — 0.7%
	742,800	RR Donnelley & Sons Company		8,631,336
		Retail — 1.9%
	129,100	BJ’s Wholesale Club, Inc.*		4,160,893
	400,300	TJX Companies, Inc. (The)		12,593,438
	155,900	Tractor Supply Company*		6,441,788
				23,196,119
		Retail: Restaurants — 0.4%
	101,400	Panera Bread Company — Class A*		5,055,804
		Retail: Supermarkets — 1.2%
	406,900	Kroger Company (The)		8,972,145
	429,100	SUPERVALU, Inc.		5,556,845
				14,528,990
		Semiconductors — 1.0%
	550,000	Texas Instruments, Inc.		11,715,000
		Telecommunications Equipment and Services — 6.8%
	2,091,100	AT&T, Inc.		51,942,924
	324,000	NeuStar, Inc. — Class A*		7,179,840
	389,900	Telephone and Data Systems, Inc.		11,034,170
	372,600	Verizon Communications, Inc.		11,449,998
				81,606,932
		Transportation — 0.7%
	171,400	Union Pacific Corp.		8,923,084
		Utilities — 7.1%
	615,200	AES Corp. (The)*		7,142,472
	383,400	DTE Energy Company		12,268,800
	421,000	Edison International		13,244,660
	369,300	FirstEnergy Corp.		14,310,375
	937,000	NV Energy, Inc.		10,110,230

See notes to financial statements.

77

LARGE VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Utilities (continued)
	366,200	Public Service Enterprise Group, Inc.	$	11,949,106
	318,500	Sempra Energy		15,807,155
				84,832,798
		Total Common Stocks (Cost $1,248,620,124)		1,177,918,647
Principal
		Repurchase Agreements — 2.2%
$	26,800,488	With State Street Bank and Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $26,800,496 (Collateralized by US Treasury Bill, 0.28%, due 11/27/09, with a value of $27,337,156) (Cost $26,800,488)		26,800,488
		Total Investments — 100.3% (Cost $1,275,420,612)		1,204,719,135
		Liabilities less other assets — (0.3)%		(3,625,127	)
		Net Assets — 100.0%	$	1,201,094,008

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $1,275,420,612.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	72,091,917
Gross unrealized depreciation		(142,793,394	)
Net unrealized depreciation	$	(70,701,477	)

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

78

VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks — 96.8%
		Advertising — 0.9%
	84,400	Interpublic Group of Companies, Inc. (The)*	$	426,220
		Aerospace and Defense — 3.7%
	4,600	Boeing Company (The)		195,500
	30,600	Empresa Brasileira de Aeronautica SA (ADR) (Brazil)		506,736
	22,600	Northrop Grumman Corp.		1,032,368
				1,734,604
		Apparel: Manufacturing and Retail — 1.4%
	24,900	Gap, Inc. (The)		408,360
	19,200	Limited Brands, Inc.		229,824
				638,184
		Automobiles/Motor Vehicles, Automotive Equipment and Repairs — 1.5%
	22,100	PACCAR, Inc.		718,471
		Banks and Financial Services — 17.2%
	18,900	American Express Company		439,236
	128,355	Bank of America Corp.		1,694,286
	16,400	Comerica, Inc.		346,860
	56,800	JPMorgan Chase & Company		1,937,448
	77,875	KeyCorp		408,065
	20,151	PNC Financial Services Group, Inc.		782,060
	11,600	SunTrust Banks, Inc.		190,820
	369,700	Washington Mutual, Inc.		18,670
	88,951	Wells Fargo & Company		2,157,950
				7,975,395
		Chemicals — 2.0%
	13,900	Dow Chemical Company (The)		224,346
	3,200	Eastman Chemical Company		121,280
	13,400	PPG Industries, Inc.		588,260
				933,886
		Computer Equipment, Software and Services — 9.4%
	96,966	CA, Inc.		1,690,117
	71,100	Microsoft Corp.		1,690,047
	44,700	Oracle Corp.		957,474
				4,337,638
		Consumer Goods and Services — 4.9%
	6,600	Lorillard, Inc.		447,282
	41,500	Philip Morris International, Inc.		1,810,230
				2,257,512
		Electronics — 2.6%
	65,450	Tyco Electronics, Ltd. (Switzerland)		1,216,716
		Food and Beverage — 1.7%
	7,100	Coca-Cola Company (The)		340,729
	17,600	Kraft Foods, Inc. — Class A		445,984
				786,713
		Insurance — 9.0%
	28,300	Allstate Corp. (The)		690,520
	36,500	Conseco, Inc.*		86,505
	53,300	Genworth Financial, Inc. — Class A		372,567
	28,559	MetLife, Inc.		857,056
	15,100	Prudential Financial, Inc.		562,022
	21,700	Travelers Companies, Inc. (The)		890,568
	61,900	XL Capital, Ltd. — Class A (Cayman Islands)		709,374
				4,168,612
		Internet Services — 1.9%
	51,000	eBay, Inc.*		873,630
		Machinery — 1.6%
	21,200	Cummins, Inc.		746,452
		Manufacturing — 2.8%
	8,600	Honeywell International, Inc.		270,040
	38,850	Tyco International, Ltd. (Switzerland)		1,009,323
				1,279,363
		Medical Equipment, Supplies, and Services — 1.7%
	6,100	Johnson & Johnson		346,480
	10,000	Zimmer Holdings, Inc.*		426,000
				772,480
		Metals and Mining — 0.9%
	41,400	Alcoa, Inc.		427,662
		Oil, Coal and Gas — 4.4%
	40,200	Royal Dutch Shell PLC — Class B (ADR) (United Kingdom)		2,044,572
		Pharmaceuticals/Research and Development — 8.3%
	45,300	Bristol-Myers Squibb Company		920,043
	17,000	Eli Lilly and Company		588,880
	13,000	Merck & Company, Inc.		363,480
	24,600	Pfizer, Inc.		369,000
	63,300	Schering-Plough Corp.		1,590,096
				3,831,499
		Retail — 5.3%
	41,352	Home Depot, Inc. (The)		977,148
	38,000	JC Penney Company, Inc.		1,090,980
	7,600	Wal-Mart Stores, Inc.		368,144
				2,436,272

See notes to financial statements.

79

VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Retail: Supermarkets — 2.9%
	65,400	Safeway, Inc.	$	1,332,198
		Semiconductors — 1.0%
	21,800	Texas Instruments, Inc.		464,340
		Telecommunications Equipment and Services — 2.4%
	87,300	Alcatel-Lucent (ADR) (France)*		216,504
	47,100	Vodafone Group PLC (ADR) (United Kingdom)		917,979
				1,134,483
		Transportation — 2.3%
	19,100	FedEx Corp.		1,062,342
		Utilities — 7.0%
	22,000	Edison International		692,120
	5,900	Entergy Corp.		457,368
	23,100	Exelon Corp.		1,182,951
	16,100	FPL Group, Inc.		915,446
				3,247,885
		Total Common Stocks (Cost $49,512,525)		44,847,129
		Preferred Stocks — 1.6%
		Banks and Financial Services
	40,000	Citigroup, Inc., Series AA, 8.13% (Cost $658,025)		747,200
		Total Securities (Cost $50,170,550)		45,594,329
Principal
		Repurchase Agreements — 1.9%
$	883,119	With State Street Bank and Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $883,119 (Collateralized by US Treasury Bill, 0.31%, due 12/10/09, with a value of $903,733) (Cost $883,119)		883,119
		Total Investments — 100.3% (Cost $51,053,669)		46,477,448
		Liabilities less other assets — (0.3)%		(121,847	)
		Net Assets — 100.0%	$	46,355,601

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $51,053,669.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	4,200,204
Gross unrealized depreciation		(8,776,425	)
Net unrealized depreciation	$	(4,576,221	)

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

80

LARGE CORE PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks — 98.7%
		Aerospace and Defense — 3.3%
	10,400	Boeing Company (The)	$	442,000
	38,300	Goodrich Corp.		1,913,851
	25,550	L-3 Communications Holdings, Inc.		1,772,659
	21,250	Lockheed Martin Corp.		1,713,813
	28,800	Northrop Grumman Corp.		1,315,584
	26,300	Raytheon Company		1,168,509
				8,326,416
		Agriculture — 0.7%
	41,150	Archer-Daniels-Midland Company		1,101,585
	7,125	Monsanto Company		529,673
				1,631,258
		Airlines — 0.4%
	25,050	Copa Holdings SA — Class A (Panama)		1,022,541
		Apparel: Manufacturing and Retail — 2.0%
	26,000	Aeropostale, Inc.*		891,020
	44,500	Coach, Inc.		1,196,160
	61,800	Foot Locker, Inc.		647,046
	26,050	Guess?, Inc.		671,569
	17,000	Polo Ralph Lauren Corp.		910,180
	19,575	Ross Stores, Inc.		755,595
				5,071,570
		Banks and Financial Services — 8.7%
	21,375	American Express Company		496,755
	46,000	Ameriprise Financial, Inc.		1,116,420
	16,200	Bank of New York Mellon Corp.		474,822
	21,300	BB&T Corp.		468,174
	31,075	Broadridge Financial Solutions, Inc.		515,224
	42,625	Charles Schwab Corp. (The)		747,643
	18,600	Credicorp, Ltd. (Bermuda)		1,082,520
	39,200	Federated Investors, Inc. — Class B		944,328
	19,700	Franklin Resources, Inc.		1,418,597
	14,975	Goldman Sachs Group, Inc. (The)		2,207,913
	25,725	H&R Block, Inc.		443,242
	130,925	Hudson City Bancorp, Inc.		1,739,992
	7,250	IntercontinentalExchange, Inc.*		828,240
	13,500	JPMorgan Chase & Company		460,485
	41,500	Knight Capital Group, Inc. — Class A*		707,575
	18,425	Lender Processing Services, Inc.		511,662
	2,025	MasterCard, Inc. — Class A		338,803
	37,900	Moody’s Corp.		998,665
	23,300	Morgan Stanley		664,283
	37,700	New York Community Bancorp, Inc.		403,013
	40,700	NYSE Euronext		1,109,075
	20,800	State Street Corp.		981,760
	11,500	T Rowe Price Group, Inc.		479,205
	7,175	Visa, Inc. — Class A		446,716
	65,000	Wells Fargo & Company		1,576,900
	40,000	Western Union Company		656,000
				21,818,012
		Broadcast Services/Media — 1.8%
	65,575	Comcast Corp. — Class A		950,182
	18,000	DIRECTV Group, Inc. (The)*		444,780
	13,150	McGraw-Hill Companies, Inc. (The)		395,947
	51,400	Shaw Communications, Inc. — Class B (Canada)		866,604
	13,830	Time Warner Cable, Inc.		437,996
	55,099	Time Warner, Inc.		1,387,943
				4,483,452
		Business Services and Supplies — 0.9%
	16,175	Accenture, Ltd. — Class A (Bermuda)		541,216
	12,600	Fiserv, Inc.*		575,820
	12,450	Manpower, Inc.		527,133
	30,700	SEI Investments Company		553,828
				2,197,997
		Chemicals — 1.7%
	31,750	Celanese Corp. — Series A		754,063
	12,500	Eastman Chemical Company		473,750
	55,350	Lubrizol Corp. (The)		2,618,608
	26,400	Nalco Holding Company		444,576
				4,290,997
		Computer Equipment, Software and Services — 9.8%
	24,350	Apple, Inc.*		3,468,170
	45,350	BMC Software, Inc.*		1,532,377
	12,300	Computer Sciences Corp.*		544,890
	58,600	Hewlett-Packard Company		2,264,890
	27,700	Ingram Micro, Inc. — Class A*		484,750
	46,575	International Business Machines Corp.		4,863,361
	248,875	Microsoft Corp.		5,915,758
	146,845	Oracle Corp.		3,145,420
	9,300	Sybase, Inc.*		291,462
	75,425	Western Digital Corp.*		1,998,763
				24,509,841

See notes to financial statements.

81

LARGE CORE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Construction Services and Supplies — 0.2%
	34,400	Owens Corning, Inc.*	$	439,632
		Consumer Goods and Services — 4.3%
	40,425	Altria Group, Inc.		662,566
	13,625	Colgate-Palmolive Company		963,833
	51,925	Herbalife, Ltd. (Cayman Islands)		1,637,715
	28,325	Jarden Corp.*		531,094
	12,450	Kimberly-Clark Corp.		652,754
	9,525	Lorillard, Inc.		645,509
	55,800	Philip Morris International, Inc.		2,433,995
	65,100	Procter & Gamble Company (The)		3,326,609
				10,854,075
		Containers and Packaging — 0.6%
	11,100	Ball Corp.		501,276
	17,100	Owens-Illinois, Inc.*		478,971
	20,425	Pactiv Corp.*		443,223
				1,423,470
		Distribution — 0.2%
	18,300	WESCO International, Inc.*		458,232
		Education — 0.6%
	16,500	Apollo Group, Inc. — Class A*		1,173,480
	8,850	DeVry, Inc.		442,854
				1,616,334
		Electronics — 1.2%
	32,000	Arrow Electronics, Inc.*		679,680
	59,800	Avnet, Inc.*		1,257,594
	41,400	Garmin, Ltd. (Cayman Islands)		986,148
				2,923,422
		Engineering — 0.6%
	18,125	Fluor Corp.		929,631
	26,300	KBR, Inc.		484,972
				1,414,603
		Entertainment, Leisure and Recreation — 0.3%
	19,800	Netflix, Inc.*		818,532
		Environmental Waste Management and Recycling Services — 0.3%
	35,700	Republic Services, Inc.		871,437
		Food and Beverage — 3.7%
	31,250	Coca-Cola Company (The)		1,499,688
	27,075	Coca-Cola Enterprises, Inc.		450,799
	75,000	ConAgra Foods, Inc.		1,429,500
	43,025	Constellation Brands, Inc. — Class A*		545,557
	34,650	Dean Foods Company*		664,934
	29,975	Dr Pepper Snapple Group, Inc.*		635,170
	24,950	Kraft Foods, Inc. — Class A		632,233
	48,775	Pepsi Bottling Group, Inc. (The)		1,650,545
	29,425	PepsiCo, Inc.		1,617,198
				9,125,624
		Insurance — 5.0%
	9,600	ACE, Ltd. (Switzerland)		424,608
	14,975	Aflac, Inc.		465,573
	62,400	Allstate Corp. (The)		1,522,560
	52,400	American Financial Group, Inc.		1,130,792
	38,200	Axis Capital Holdings, Ltd. (Bermuda)		1,000,076
	38,000	Chubb Corp. (The)		1,515,440
	34,200	Endurance Specialty Holdings, Ltd. (Bermuda)		1,002,060
	29,400	Lincoln National Corp.		505,974
	9,600	Odyssey Re Holdings Corp.		383,808
	28,800	Platinum Underwriters Holdings, Ltd. (Bermuda)		823,392
	36,600	Progressive Corp. (The)*		553,026
	10,650	Prudential Financial, Inc.		396,393
	41,700	Travelers Companies, Inc. (The)		1,711,368
	48,800	WR Berkley Corp.		1,047,736
				12,482,806
		Internet Services — 3.8%
	14,075	Amazon.com, Inc.*		1,177,515
	143,325	Cisco Systems, Inc.*		2,671,578
	5,044	Google, Inc. — Class A*(5)		2,126,500
	8,775	Priceline.com, Inc.*		978,851
	136,325	Symantec Corp.*		2,121,217
	31,750	Yahoo!, Inc.*		497,205
				9,572,866
		Machinery — 0.5%
	33,600	Joy Global, Inc.		1,200,192
		Manufacturing — 2.8%
	10,050	3M Company		604,005
	27,250	Cooper Industries, Ltd. — Class A (Bermuda)		846,113
	25,400	Dover Corp.		840,486
	17,000	Harsco Corp.		481,100
	8,925	ITT Corp.		397,163
	22,425	Sherwin-Williams Company (The)		1,205,344
	10,200	SPX Corp.		499,494
	77,100	Tyco International, Ltd. (Switzerland)		2,003,057
				6,876,762

See notes to financial statements.

82

LARGE CORE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Medical Equipment, Supplies, and Services — 5.7%
	30,725	Baxter International, Inc.	$	1,627,196
	51,475	Hologic, Inc.*		732,489
	63,675	Johnson & Johnson		3,616,740
	40,075	Kinetic Concepts, Inc.*		1,092,044
	23,875	Life Technologies Corp.*		996,065
	36,701	LifePoint Hospitals, Inc.*		963,401
	26,300	McKesson Corp.		1,157,200
	15,975	St Jude Medical, Inc.*		656,573
	65,250	UnitedHealth Group, Inc.		1,629,945
	36,100	WellPoint, Inc.*		1,837,129
				14,308,782
		Metals and Mining — 1.0%
	13,400	Allegheny Technologies, Inc.		468,062
	18,400	Freeport-McMoRan Copper & Gold, Inc.		922,024
	14,225	Newmont Mining Corp.		581,376
	13,900	Reliance Steel & Aluminum Company		533,621
				2,505,083
		Oil, Coal and Gas — 11.5%
	24,750	Alpha Natural Resources, Inc.*		650,183
	10,900	Apache Corp.		786,435
	39,700	Chesapeake Energy Corp.		787,251
	71,500	Chevron Corp.		4,736,874
	69,400	ConocoPhillips		2,918,963
	44,600	El Paso Corp.		411,658
	145,825	Exxon Mobil Corp.		10,194,625
	56,700	Marathon Oil Corp.		1,708,371
	20,300	Murphy Oil Corp.		1,102,696
	25,850	Noble Corp. (Switzerland)		781,963
	77,300	Patterson-UTI Energy, Inc.		994,078
	14,000	Schlumberger, Ltd. (Netherlands Antilles)		757,540
	19,350	Southwestern Energy Company*		751,748
	33,900	Sunoco, Inc.		786,480
	63,500	Valero Energy Corp.		1,072,515
				28,441,380
		Pharmaceuticals/Research and Development — 7.9%
	48,000	Abbott Laboratories		2,257,919
	62,400	AmerisourceBergen Corp.		1,106,976
	55,975	Amgen, Inc.*		2,963,316
	19,550	Biogen Idec, Inc.*		882,683
	51,650	Bristol-Myers Squibb Company		1,049,012
	30,225	Eli Lilly and Company		1,046,994
	33,600	Endo Pharmaceuticals Holdings, Inc.*		602,112
	17,075	Express Scripts, Inc.*		1,173,906
	29,200	Forest Laboratories, Inc.*		733,212
	20,600	Gilead Sciences, Inc.*		964,904
	25,225	Hospira, Inc.*		971,667
	68,850	King Pharmaceuticals, Inc.*		663,026
	206,400	Pfizer, Inc.		3,095,999
	52,950	Schering-Plough Corp.		1,330,104
	46,100	Sepracor, Inc.*		798,452
				19,640,282
		Real Estate Investment Trusts — 0.2%
	11,347	Simon Property Group, Inc.		583,576
		Retail — 4.5%
	30,125	Best Buy Company, Inc.		1,008,886
	73,312	Big Lots, Inc.*		1,541,751
	13,900	BJ’s Wholesale Club, Inc.*		447,997
	18,900	Dollar Tree, Inc.*		795,690
	22,850	Kohl’s Corp.*		976,838
	42,300	Macy’s, Inc.		497,448
	22,875	Target Corp.		902,876
	63,259	TJX Companies, Inc. (The)		1,990,128
	65,975	Wal-Mart Stores, Inc.		3,195,830
				11,357,444
		Retail: Restaurants — 1.4%
	25,900	Brinker International, Inc.		441,077
	11,725	Darden Restaurants, Inc.		386,691
	39,775	McDonald’s Corp.		2,286,664
	6,100	Panera Bread Company — Class A*		304,146
				3,418,578
		Retail: Supermarkets — 1.1%
	59,775	Kroger Company (The)		1,318,039
	34,200	Safeway, Inc.		696,654
	51,500	SUPERVALU, Inc.		666,925
				2,681,618
		Security Services — 0.2%
	18,918	Brink’s Company (The)		549,190
		Semiconductors — 1.9%
	24,825	Broadcom Corp. — Class A*		615,412
	127,450	Intel Corp.		2,109,297
	93,200	Texas Instruments, Inc.		1,985,160
				4,709,869

See notes to financial statements.

83

LARGE CORE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Telecommunications Equipment and Services — 5.1%
	201,500	AT&T, Inc.	$	5,005,260
	14,625	CommScope, Inc.*		384,053
	82,900	Corning, Inc.		1,331,374
	10,500	Embarq Corp.*		441,630
	41,400	NeuStar, Inc. — Class A*		917,424
	55,800	QUALCOMM, Inc.		2,522,160
	71,100	Verizon Communications, Inc.		2,184,903
				12,786,804
		Transportation — 1.1%
	12,800	CSX Corp.		443,264
	18,850	JB Hunt Transport Services, Inc.		575,491
	33,550	Union Pacific Corp.		1,746,613
				2,765,368
		Utilities — 3.7%
	119,925	AES Corp. (The)*		1,392,329
	17,900	Alliant Energy Corp.		467,727
	37,500	DTE Energy Company		1,200,000
	41,700	Edison International		1,311,882
	29,400	FirstEnergy Corp.		1,139,250
	31,300	NRG Energy, Inc.*		812,548
	89,100	NV Energy, Inc.		961,389
	18,500	Public Service Enterprise Group, Inc.		603,655
	27,500	Sempra Energy		1,364,825
				9,253,605
		Total Common Stocks (Cost $274,841,081)		246,431,650
Principal
		Repurchase Agreements — 1.3%
$	3,343,117	With State Street Bank and Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $3,343,118 (Collateralized by various US Treasury Bills, 0.28%-0.31%, due 11/27/09-12/10/09, with a total value of $3,415,271) (Cost $3,343,117)		3,343,117
		Total Investments — 100.0% (Cost $278,184,198)		249,774,767
		Liabilities less other assets — (0.0)%		(47,402	)
		Net Assets — 100.0%	$	249,727,365

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $278,184,198.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	9,528,637
Gross unrealized depreciation		(37,938,068	)
Net unrealized depreciation	$	(28,409,431	)

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

84

LARGE GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks — 97.1%
		Aerospace and Defense — 3.6%
	237,533	General Dynamics Corp.	$	13,156,953
	174,936	Lockheed Martin Corp.		14,108,589
	32,300	Northrop Grumman Corp.		1,475,464
	184,215	Raytheon Company		8,184,672
	59,000	United Technologies Corp.		3,065,640
				39,991,318
		Agriculture — 2.3%
	60,800	Archer-Daniels-Midland Company		1,627,616
	186,857	Monsanto Company		13,890,949
	47,389	Mosaic Company (The)		2,099,333
	91,078	Potash Corp. of Saskatchewan, Inc. (Canada)		8,474,808
				26,092,706
		Airlines — 0.0%
	112,600	AMR Corp.*		452,652
		Apparel: Manufacturing and Retail — 1.7%
	196,308	Abercrombie & Fitch Company — Class A		4,984,261
	47,287	Buckle, Inc. (The)		1,502,308
	124,530	Coach, Inc.		3,347,366
	93,900	Foot Locker, Inc.		983,133
	47,531	Gap, Inc. (The)		779,508
	99,297	Guess?, Inc.		2,559,877
	48,354	Nordstrom, Inc.		961,761
	41,000	Ross Stores, Inc.		1,582,600
	130,244	Urban Outfitters, Inc.*		2,718,192
				19,419,006
		Automobiles/Motor Vehicles, Automotive Equipment and Repairs — 0.9%
	92,496	Advance Auto Parts, Inc.		3,837,659
	46,700	AutoNation, Inc.*		810,245
	21,699	AutoZone, Inc.*		3,278,936
	60,900	Johnson Controls, Inc.		1,322,748
	23,000	Thor Industries, Inc.		422,510
				9,672,098
		Banks and Financial Services — 12.1%
	113,461	American Express Company		2,636,834
	31,600	Ameriprise Financial, Inc.		766,932
	1,235,833	Bank of America Corp.		16,312,996
	20,400	Bank of New York Mellon Corp.		597,924
	89,300	Charles Schwab Corp. (The)		1,566,322
	27,900	Federated Investors, Inc. — Class B		672,111
	146,633	Goldman Sachs Group, Inc. (The)		21,619,569
	64,300	Hudson City Bancorp, Inc.		854,547
	5,800	IntercontinentalExchange, Inc.*		662,592
	188,600	Itau Unibanco Banco Multiplo SA (ADR) (Brazil)		2,985,538
	38,900	Jefferies Group, Inc.*		829,737
	450,656	JPMorgan Chase & Company		15,371,876
	62,552	MasterCard, Inc. — Class A		10,465,575
	43,085	Moody’s Corp.		1,135,290
	214,585	Morgan Stanley		6,117,818
	18,800	Northern Trust Corp.		1,009,184
	51,793	State Street Corp.		2,444,630
	35,400	T Rowe Price Group, Inc.		1,475,118
	605,906	US Bancorp		10,857,836
	272,130	Visa, Inc. — Class A		16,942,813
	676,708	Wells Fargo & Company		16,416,936
	248,098	Western Union Company		4,068,807
				135,810,985
		Broadcast Services/Media — 0.4%
	110,164	Comcast Corp. — Class A		1,596,276
	91,599	Scripps Networks Interactive — Class A		2,549,201
				4,145,477
		Business Services and Supplies — 0.3%
	50,326	Accenture, Ltd. — Class A (Bermuda)		1,683,908
	11,000	Hewitt Associates, Inc. — Class A*		327,580
	67,500	SAIC, Inc.*		1,252,125
				3,263,613
		Chemicals — 1.2%
	45,700	Celanese Corp. — Series A		1,085,375
	392,070	Dow Chemical Company (The)		6,328,010
	28,700	EI du Pont de Nemours and Company		735,294
	27,800	Ecolab, Inc.		1,083,922
	33,040	FMC Corp.		1,562,792
	20,800	International Flavors & Fragrances, Inc.		680,576
	19,500	Lubrizol Corp. (The)		922,545
	23,100	Sigma-Aldrich Corp.		1,144,836
				13,543,350
		Computer Equipment, Software and Services — 16.6%
	17,400	Affiliated Computer Services, Inc. — Class A*		772,908
	254,790	Apple, Inc.*		36,289,739
	63,600	Automatic Data Processing, Inc.		2,253,984
	210,526	BMC Software, Inc.*		7,113,674

See notes to financial statements.

85

LARGE GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Computer Equipment, Software and Services (continued)
	67,500	CA, Inc.	$	1,176,525
	101,406	Check Point Software Technologies, Ltd. (Israel)*		2,379,999
	25,200	Cognizant Technology Solutions Corp. — Class A*		672,840
	203,600	Dell, Inc.*		2,795,428
	56,600	Electronic Arts, Inc.*		1,229,352
	462,917	EMC Corp.*		6,064,213
	162,213	Hewlett-Packard Company		6,269,532
	349,824	International Business Machines Corp.		36,528,621
	1,496,892	Microsoft Corp.		35,581,122
	756,848	NetApp, Inc.*		14,925,043
	1,065,280	Oracle Corp.		22,818,298
	105,644	Riverbed Technology, Inc.*		2,449,884
	39,900	SanDisk Corp.*		586,131
	36,927	Sybase, Inc.*		1,157,292
	131,313	Teradata Corp.*		3,076,664
				184,141,249
		Consumer Goods and Services — 2.3%
	151,102	Altria Group, Inc.		2,476,562
	27,000	Clorox Company (The)		1,507,410
	21,400	Colgate-Palmolive Company		1,513,836
	10,600	Energizer Holdings, Inc.*		553,744
	13,700	Kimberly-Clark Corp.		718,291
	261,445	Philip Morris International, Inc.		11,404,231
	157,772	Procter & Gamble Company (The)		8,062,149
				26,236,223
		Containers and Packaging — 0.2%
	42,700	Crown Holdings, Inc.*		1,030,778
	44,800	Pactiv Corp.*		972,160
				2,002,938
		Distribution — 0.1%
	13,700	Tech Data Corp.*		448,127
	31,700	WESCO International, Inc.*		793,768
				1,241,895
		Diversified Operations and Services — 0.1%
	66,400	McDermott International, Inc. (Panama)*		1,348,584
		Education — 0.7%
	54,388	Apollo Group, Inc. — Class A*		3,868,075
	44,284	ITT Educational Services, Inc.*		4,457,627
				8,325,702
		Electronics — 0.8%
	47,300	Arrow Electronics, Inc.*		1,004,652
	25,900	Avnet, Inc.*		544,677
	161,628	Emerson Electric Company		5,236,747
	19,200	Hubbell, Inc. — Class B		615,552
	43,835	Synopsys, Inc.*		855,221
	33,500	Thomas & Betts Corp.*		966,810
				9,223,659
		Engineering — 0.6%
	92,950	Fluor Corp.		4,767,405
	21,944	Jacobs Engineering Group, Inc.*		923,623
	17,700	URS Corp.*		876,504
				6,567,532
		Entertainment, Leisure and Recreation — 0.6%
	191,940	Wynn Resorts, Ltd.*		6,775,482
		Equipment Rental and Leasing — 0.1%
	22,300	Aaron’s, Inc.		664,986
		Food and Beverage — 1.8%
	127,404	Coca-Cola Company (The)		6,114,118
	25,100	Dean Foods Company*		481,669
	20,500	General Mills, Inc.		1,148,410
	36,000	Hershey Company (The)		1,296,000
	43,700	HJ Heinz Company		1,560,090
	11,500	Kellogg Company		535,555
	94,969	PepsiCo, Inc.		5,219,496
	125,000	Sara Lee Corp.		1,220,000
	89,088	Sysco Corp.		2,002,698
				19,578,036
		Insurance — 0.6%
	28,100	Aflac, Inc.		873,629
	37,200	Arthur J. Gallagher & Company		793,848
	22,300	Brown & Brown, Inc.		444,439
	64,500	Coventry Health Care, Inc.*		1,206,795
	29,700	Endurance Specialty Holdings, Ltd. (Bermuda)		870,210
	40,700	Marsh & McLennan Companies, Inc.		819,291
	16,000	Reinsurance Group of America, Inc.		558,560
	35,800	WR Berkley Corp.		768,626
				6,335,398
		Internet Services — 8.2%
	65,613	Amazon.com, Inc.*		5,489,184
	1,640,380	Cisco Systems, Inc.*		30,576,683
	280,398	eBay, Inc.*		4,803,218

See notes to financial statements.

86

LARGE GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Internet Services (continued)
	205,964	Giant Interactive Group, Inc. (ADR) (Cayman Islands)	$	1,672,428
	75,030	Google, Inc. — Class A*		31,631,897
	314,632	Juniper Networks, Inc.*		7,425,315
	35,300	McAfee, Inc.*		1,489,307
	237,800	Novell, Inc.*		1,077,234
	20,397	Shanda Interactive Entertainment, Ltd. (ADR) (Cayman Islands)*		1,066,559
	52,898	Sohu.com, Inc.*		3,323,581
	202,996	Symantec Corp.*		3,158,618
	32,900	Yahoo!, Inc.*		515,214
				92,229,238
		Machinery — 1.4%
	167,064	Caterpillar, Inc.		5,519,794
	139,281	Cummins, Inc.		4,904,084
	16,444	Deere & Company		656,938
	137,289	Joy Global, Inc.		4,903,963
				15,984,779
		Manufacturing — 1.6%
	32,800	3M Company		1,971,280
	44,500	Crane Company		992,795
	196,397	Dover Corp.		6,498,776
	52,732	Honeywell International, Inc.		1,655,785
	83,084	Illinois Tool Works, Inc.		3,102,357
	38,600	Leggett & Platt, Inc.		587,878
	38,894	Parker Hannifin Corp.		1,670,886
	16,200	Sherwin-Williams Company (The)		870,750
				17,350,507
		Medical Equipment, Supplies, and Services — 2.6%
	32,700	Baxter International, Inc.		1,731,792
	28,000	Gen-Probe, Inc.*		1,203,440
	40,522	Humana, Inc.*		1,307,240
	8,282	Intuitive Surgical, Inc.*		1,355,432
	140,635	Johnson & Johnson		7,988,067
	60,541	Life Technologies Corp.*		2,525,771
	28,700	Lincare Holdings, Inc.*		675,024
	34,015	McKesson Corp.		1,496,660
	207,811	Medtronic, Inc.		7,250,526
	21,000	Techne Corp.		1,340,010
	48,430	Varian Medical Systems, Inc.*		1,701,830
				28,575,792
		Metals and Mining — 1.6%
	38,700	AK Steel Holding Corp.		742,653
	57,787	Barrick Gold Corp. (Canada)		1,938,754
	167,300	BHP Billiton PLC (ADR) (United Kingdom)		7,605,458
	42,700	Newmont Mining Corp.		1,745,149
	120,618	Nucor Corp.		5,359,058
				17,391,072
		Oil, Coal and Gas — 8.2%
	52,287	Apache Corp.		3,772,507
	135,879	Baker Hughes, Inc.		4,951,431
	44,000	Cameron International Corp.*		1,245,200
	77,598	Diamond Offshore Drilling, Inc.		6,444,514
	24,700	Dresser-Rand Group, Inc.*		644,670
	78,293	Exxon Mobil Corp.		5,473,464
	68,400	Frontier Oil Corp.		896,724
	90,700	Helix Energy Solutions Group, Inc.*		985,909
	55,303	Hess Corp.		2,972,536
	78,853	Noble Energy, Inc.		4,649,961
	180,332	Occidental Petroleum Corp.		11,867,649
	48,032	Oceaneering International, Inc.*		2,171,046
	312,075	Petroleo Brasileiro SA — Petrobras (ADR) (Brazil)		12,788,834
	12,400	Praxair, Inc.		881,268
	40,148	Schlumberger, Ltd. (Netherlands Antilles)		2,172,408
	252,119	Smith International, Inc.		6,492,064
	42,900	Southwestern Energy Company*		1,666,665
	41,800	Tesoro Corp.		532,114
	283,704	Transocean, Ltd. (Switzerland)*		21,076,371
				91,685,335
		Pharmaceuticals/Research and Development — 5.3%
	327,238	Abbott Laboratories		15,393,276
	12,100	Allergan, Inc.		575,718
	66,476	AmerisourceBergen Corp.		1,179,284
	94,400	Amgen, Inc.*		4,997,536
	75,040	Amylin Pharmaceuticals, Inc.*		1,013,040
	41,820	AstraZeneca PLC (ADR) (United Kingdom)		1,845,935
	131,450	Bristol-Myers Squibb Company		2,669,750
	56,700	Celgene Corp.*		2,712,528
	25,600	Dendreon Corp.*		636,160
	237,727	Eli Lilly and Company		8,234,863
	34,520	Express Scripts, Inc.*		2,373,250
	249,392	Gilead Sciences, Inc.*		11,681,521
	18,800	Medco Health Solutions, Inc.*		857,468
	30,400	Omnicare, Inc.		783,104

See notes to financial statements.

87

LARGE GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Pharmaceuticals/Research and Development (continued)
	21,900	OSI Pharmaceuticals, Inc.*	$	618,237
	99,700	Schering-Plough Corp.		2,504,464
	43,900	Valeant Pharmaceuticals International*		1,129,108
	16,300	Vertex Pharmaceuticals, Inc.*		580,932
				59,786,174
		Real Estate Investment Trusts — 0.4%
	24,500	Digital Realty Trust, Inc.		878,325
	15,500	Federal Realty Investment Trust		798,560
	45,000	HCP, Inc.		953,550
	18,200	Health Care REIT, Inc.		620,620
	36,300	Nationwide Health Properties, Inc.		934,362
				4,185,417
		Retail — 5.9%
	45,100	Barnes & Noble, Inc.		930,413
	47,900	Best Buy Company, Inc.		1,604,171
	21,200	Big Lots, Inc.*		445,836
	55,300	Costco Wholesale Corp.		2,527,210
	450,811	CVS Caremark Corp.		14,367,347
	20,100	Dollar Tree, Inc.*		846,210
	51,993	GameStop Corp. — Class A*		1,144,366
	564,283	Lowe’s Companies, Inc.		10,952,733
	57,800	PetSmart, Inc.		1,240,388
	59,100	RadioShack Corp.		825,036
	68,494	Target Corp.		2,703,458
	225,062	TJX Companies, Inc. (The)		7,080,451
	91,100	Walgreen Company		2,678,340
	395,515	Wal-Mart Stores, Inc.		19,158,746
				66,504,705
		Retail: Restaurants — 3.4%
	641,734	McDonald’s Corp.		36,893,288
	19,500	YUM! Brands, Inc.		650,130
				37,543,418
		Retail: Supermarkets — 0.1%
	35,200	Kroger Company (The)		776,160
	31,200	Whole Foods Market, Inc.*		592,176
				1,368,336
		Scientific and Technical Instruments — 0.2%
	26,700	Agilent Technologies, Inc.*		542,277
	71,000	PerkinElmer, Inc.		1,235,400
				1,777,677
		Semiconductors — 4.6%
	639,435	Altera Corp.		10,410,001
	168,867	Analog Devices, Inc.		4,184,524
	318,384	Emulex Corp.*		3,113,796
	615,454	Intel Corp.		10,185,763
	56,000	Intersil Corp. — Class A		703,920
	1,700	LSI Corp.*		7,752
	43,200	NVIDIA Corp.*		487,728
	507,020	QLogic Corp.*		6,429,014
	396,505	Texas Instruments, Inc.		8,445,557
	384,669	Xilinx, Inc.		7,870,328
				51,838,383
		Telecommunications Equipment and Services — 3.4%
	23,900	American Tower Corp. — Class A*		753,567
	95,593	Brasil Telecom SA (ADR) (Brazil)		1,870,755
	89,508	Corning, Inc.		1,437,498
	158,400	Frontier Communications Corp.		1,130,976
	40,200	Harris Corp.		1,140,072
	89,400	Motorola, Inc.		592,722
	32,800	NII Holdings, Inc.*		625,496
	656,381	QUALCOMM, Inc.		29,668,422
	78,000	Qwest Communications International, Inc.		323,700
	67,200	Windstream Corp.		561,792
				38,105,000
		Toys — 0.1%
	44,602	Hasbro, Inc.		1,081,152
		Transportation — 2.9%
	34,100	CH Robinson Worldwide, Inc.		1,778,315
	39,500	GATX Corp.		1,015,940
	206,797	Norfolk Southern Corp.		7,790,043
	386,609	Union Pacific Corp.		20,126,865
	33,300	United Parcel Service, Inc. — Class B		1,664,667
				32,375,830
		Utilities — 0.2%
	90,400	CenterPoint Energy, Inc.		1,001,632
	8,100	FPL Group, Inc.		460,566
	30,700	PPL Corp.		1,011,872
				2,474,070
		Total Common Stocks (Cost $1,130,608,991)		1,085,089,774

See notes to financial statements.

88

LARGE GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Principal			Value
		Repurchase Agreements — 2.6%
$	29,407,920	With State Street Bank and Trust, dated 06/30//09, 0.01%, due 07/01/09, repurchase proceeds at maturity $29,407,928 (Collateralized by various US Treasury Bills, 0.28%-0.31%, due 11/27/09-12/10/09, with a total value of $30,003,315) (Cost $29,407,920)	$	29,407,920
		Total Investments — 99.7% (Cost $1,160,016,911)		1,114,497,694
		Other assets less liabilities — 0.3%		3,721,652
		Net Assets — 100.0%	$	1,118,219,346

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $1,160,016,911.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	69,385,444
Gross unrealized depreciation		(114,904,661	)
Net unrealized depreciation	$	(45,519,217	)

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

89

GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks — 99.2%
		Agriculture — 4.4%
	108,200	Archer-Daniels-Midland Company	$	2,896,514
	41,470	Monsanto Company		3,082,880
	22,700	Potash Corp. of Saskatchewan, Inc. (Canada)		2,112,235
				8,091,629
		Apparel: Manufacturing and Retail — 1.5%
	51,000	Coach, Inc.		1,370,880
	56,580	Guess?, Inc.		1,458,632
				2,829,512
		Automobiles/Motor Vehicles, Automotive Equipment and Repairs — 1.1%
	74,240	Honda Motor Company, Ltd. (ADR) (Japan)		2,031,949
		Banks and Financial Services — 7.3%
	95,000	Charles Schwab Corp. (The)		1,666,300
	20,150	Goldman Sachs Group, Inc. (The)		2,970,916
	78,700	Morgan Stanley		2,243,737
	56,490	PNC Financial Services Group, Inc.		2,192,377
	52,820	T Rowe Price Group, Inc.		2,201,009
	36,280	Visa, Inc.-— Class A		2,258,793
				13,533,132
		Business Services and Supplies — 1.3%
	97,525	Robert Half International, Inc.		2,303,541
		Computer Equipment, Software and Services — 12.0%
	171,200	Activision Blizzard, Inc.*		2,162,256
	61,430	Adobe Systems, Inc.*		1,738,469
	48,420	Apple, Inc.*		6,896,461
	72,810	International Business Machines Corp.		7,602,819
	54,000	MSCI, Inc. — Class A*		1,319,760
	55,830	Salesforce.com, Inc.*		2,131,031
				21,850,796
		Construction Services and Supplies — 3.2%
	6,453	NVR, Inc.*		3,241,923
	302,330	Pulte Homes, Inc.		2,669,574
				5,911,497
		Consumer Goods and Services — 1.3%
	91,800	Avon Products, Inc.		2,366,604
		Energy Services — 0.8%
	8,920	First Solar, Inc.*		1,446,110
		Entertainment, Leisure and Recreation — 1.9%
	65,630	International Game Technology		1,043,517
	45,350	Starwood Hotels & Resorts Worldwide, Inc.		1,006,770
	42,500	Wynn Resorts, Ltd.*		1,500,250
				3,550,537
		Food and Beverage — 1.1%
	67,120	Hansen Natural Corp.*		2,068,638
		Internet Services — 11.0%
	59,060	Amazon.com, Inc.*		4,940,960
	70,410	F5 Networks, Inc.*		2,435,482
	17,240	Google, Inc. — Class A*		7,268,211
	119,100	Juniper Networks, Inc.*		2,810,760
	66,800	McAfee, Inc.*		2,818,292
				20,273,705
		Machinery — 1.7%
	49,260	Cummins, Inc.		1,734,445
	39,450	Joy Global, Inc.		1,409,154
				3,143,599
		Medical Equipment, Supplies, and Services — 3.5%
	43,200	Henry Schein, Inc.*		2,071,440
	6,900	Intuitive Surgical, Inc.*		1,129,254
	80,340	St Jude Medical, Inc.*		3,301,974
				6,502,668
		Metals and Mining — 3.9%
	244,650	Alcoa, Inc.		2,527,235
	56,830	Nucor Corp.		2,524,957
	61,230	United States Steel Corp.		2,188,360
				7,240,552
		Oil, Coal and Gas — 6.5%
	41,750	Occidental Petroleum Corp.		2,747,568
	63,790	Petrohawk Energy Corp.*		1,422,517
	68,570	Petroleo Brasileiro SA — Petrobras (ADR) (Brazil)		2,809,999
	54,190	Southwestern Energy Company*		2,105,282
	145,420	Weatherford International, Ltd. (Switzerland)*		2,844,414
				11,929,780
		Pharmaceuticals/Research and Development — 9.3%
	81,240	Alexion Pharmaceuticals, Inc.*		3,340,589
	38,040	Allergan, Inc.		1,809,943
	52,830	Express Scripts, Inc.*		3,632,063
	118,930	Gilead Sciences, Inc.*		5,570,681
	56,280	Teva Pharmaceutical Industries, Ltd. (ADR) (Israel)		2,776,855
				17,130,131

See notes to financial statements.

90

GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Retail — 3.8%
	73,180	Best Buy Company, Inc.	$	2,450,798
	56,850	Kohl’s Corp.*		2,430,338
	113,600	Lowe’s Companies, Inc.		2,204,976
				7,086,112
		Retail: Supermarkets — 1.2%
	112,260	Whole Foods Market, Inc.*		2,130,695
		Semiconductors — 11.8%
	328,690	Applied Materials, Inc.		3,605,728
	105,950	ASML Holding NV (the Netherlands)		2,293,818
	176,320	Broadcom Corp. — Class A*		4,370,972
	128,860	Lam Research Corp.*		3,350,360
	452,000	Micron Technology, Inc.*		2,287,120
	251,360	Taiwan Semiconductor Manufacturing Company, Ltd. (ADR) (Taiwan)		2,365,298
	160,700	Xilinx, Inc.		3,287,922
				21,561,218
		Telecommunications Equipment and Services — 9.9%
	510,000	Alcatel-Lucent (ADR) (France)*		1,264,800
	48,000	China Mobile, Ltd. (ADR) (Hong Kong)		2,403,840
	269,170	Corning, Inc.		4,322,870
	29,310	Millicom International Cellular SA (Luxembourg)*		1,648,981
	191,990	QUALCOMM, Inc.		8,677,948
				18,318,439
		Transportation — 0.7%
	26,300	CH Robinson Worldwide, Inc.		1,371,545
		Total Common Stocks (Cost $176,242,010)		182,672,389
Principal
		Repurchase Agreements — 0.2%
$	307,387	With State Street Bank and Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $307,387 (Collateralized by US Treasury Bill, 0.28%, due 11/27/09, with a value of $314,622) (Cost $307,387)		307,387
		Total Investments — 99.4% (Cost $176,549,397)		182,979,776
		Other assets less liabilities — 0.6%		1,163,647
		Net Assets — 100.0%	$	184,143,423

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $176,549,397.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	18,267,223
Gross unrealized depreciation		(11,836,844	)
Net unrealized appreciation	$	6,430,379

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

91

MID VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks — 96.6%
		Advertising — 1.0%
	205,000	Omnicom Group, Inc.	$	6,473,900
		Aerospace and Defense — 3.1%
	241,849	Goodrich Corp.		12,085,195
	14,000	L-3 Communications Holdings, Inc.		971,320
	166,700	Raytheon Company		7,406,481
				20,462,996
		Agriculture — 0.5%
	70,700	Archer-Daniels-Midland Company		1,892,639
	24,000	Bunge, Ltd. (Bermuda)		1,446,000
				3,338,639
		Airlines — 0.4%
	103,811	AMR Corp.*		417,320
	48,661	Continental Airlines, Inc. — Class B*		431,136
	154,426	Delta Air Lines, Inc.*		894,127
	16,800	SkyWest, Inc.		171,360
	56,259	UAL Corp.*		179,466
	128,409	US Airways Group, Inc.*		312,034
				2,405,443
		Apparel: Manufacturing and Retail — 0.9%
	60,100	Cato Corp. — Class A (The)		1,048,144
	74,500	Foot Locker, Inc.		780,015
	74,800	Gap, Inc. (The)		1,226,720
	114,000	Jones Apparel Group, Inc.		1,223,220
	34,854	VF Corp.		1,929,169
				6,207,268
		Automobiles/Motor Vehicles, Automotive Equipment and Repairs — 2.4%
	136,000	Advance Auto Parts, Inc.		5,642,640
	43,700	Autoliv, Inc.		1,257,249
	27,403	Genuine Parts Company		919,645
	82,500	Harley-Davidson, Inc.		1,337,325
	190,200	Johnson Controls, Inc.		4,131,144
	145,566	WABCO Holdings, Inc.		2,576,518
				15,864,521
		Banks and Financial Services — 9.8%
	164,800	Advance America Cash Advance Centers, Inc.		730,064
	66,800	Ameriprise Financial, Inc.		1,621,236
	106,400	Banco Latinoamericano de Comercio Exterior, SA — Class E (Panama)		1,322,552
	304,650	Bank of New York Mellon Corp.		8,929,292
	54,000	BB&T Corp.		1,186,920
	69,700	Capital One Financial Corp.		1,525,036
	781,893	CIT Group, Inc.		1,681,070
	44,400	Comerica, Inc.		939,060
	20,619	Cullen/Frost Bankers, Inc.		950,948
	233,500	Huntington Bancshares, Inc.		976,030
	88,399	Invesco, Ltd. (Bermuda)		1,575,270
	791,400	KeyCorp		4,146,936
	26,522	M&T Bank Corp.		1,350,765
	62,900	Morgan Stanley		1,793,279
	560,849	People’s United Financial, Inc.		8,435,169
	28,200	PNC Financial Services Group, Inc.		1,094,442
	193,166	Regions Financial Corp.		780,391
	22,259	SLM Corp.*		228,600
	226,850	State Street Corp.		10,707,319
	413,000	SunTrust Banks, Inc.		6,793,850
	430,700	Western Union Company		7,063,480
				63,831,709
		Broadcast Services/Media — 1.3%
	79,800	Belo Corp.		142,842
	73,300	DISH Network Corp. — Class A*		1,188,193
	259,300	Liberty Media Corp.- Entertainment- Series A*		6,936,275
				8,267,310
		Business Services and Supplies — 2.7%
	242,200	Convergys Corp.*		2,247,616
	94,300	Dun & Bradstreet Corp.		7,658,103
	160,700	Fidelity National Information Services, Inc.		3,207,572
	72,450	Manpower, Inc.		3,067,533
	84,461	Ritchie Brothers Auctioneers, Inc. (Canada)		1,980,610
				18,161,434
		Chemicals — 4.3%
	122,900	Air Products & Chemicals, Inc.		7,938,111
	96,629	Eastman Chemical Company		3,662,239
	80,900	FMC Corp.		3,826,570
	113,253	Lubrizol Corp. (The)		5,357,999
	35,700	NewMarket Corp.		2,403,681
	146,500	PolyOne Corp.*		397,015
	104,534	PPG Industries, Inc.		4,589,043
				28,174,658
		Computer Equipment, Software and Services — 6.7%
	177,100	3Com Corp.*		834,141
	45,269	Adobe Systems, Inc.*		1,281,113
	61,298	Autodesk, Inc.*		1,163,436
	309,147	BMC Software, Inc.*		10,446,077
	50,577	Brocade Communications Systems, Inc.*		395,512
	226,700	Cognizant Technology Solutions Corp. — Class A*		6,052,890
	49,600	Computer Sciences Corp.*		2,197,280
	272,000	Electronic Arts, Inc.*		5,907,840
	81,600	Lexmark International, Inc. — Class A*		1,293,360
	426,150	Parametric Technology Corp.*		4,981,694

See notes to financial statements.

92

MID VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Computer Equipment, Software and Services (continued)
	691,300	Seagate Technology (Cayman Islands)	$	7,230,998
	79,700	Sun Microsystems, Inc.*		734,834
	60,000	Western Digital Corp.*		1,590,000
				44,109,175
		Construction Services and Supplies — 0.6%
	142,442	Cemex SAB de CV (ADR) (Mexico)*		1,330,407
	39,794	Centex Corp.		336,657
	50,599	Chicago Bridge & Iron Company NV (the Netherlands)		627,428
	74,463	DR Horton, Inc.		696,974
	12,041	Insituform Technologies, Inc. — Class A*		204,336
	27,081	KB HOME		370,468
	52,761	Pulte Homes, Inc.		465,880
				4,032,150
		Consumer Goods and Services — 1.9%
	59,400	American Greetings Corp. — Class A		693,792
	36,700	Black & Decker Corp. (The)		1,051,822
	13,975	Blyth, Inc.		458,240
	62,000	Eastman Kodak Company		183,520
	69,800	Ethan Allen Interiors, Inc.		723,128
	82,878	Lorillard, Inc.		5,616,642
	30,664	Mohawk Industries, Inc.*		1,094,092
	122,400	Newell Rubbermaid, Inc.		1,274,184
	41,800	Whirlpool Corp.		1,779,008
				12,874,428
		Containers and Packaging — 0.2%
	60,500	Sonoco Products Company		1,448,975
		Distribution — 0.1%
	5,148	WW Grainger, Inc.		421,518
		Diversified Operations and Services — 0.2%
	38,879	McDermott International, Inc. (Panama)*		789,632
	19,977	PICO Holdings, Inc.*		573,340
				1,362,972
		Electronics — 2.2%
	173,600	Amphenol Corp. — Class A		5,492,704
	197,300	Avnet, Inc.*		4,149,219
	122,400	Benchmark Electronics, Inc.*		1,762,560
	275,155	Celestica, Inc. (Canada)*		1,876,557
	29,100	Thomas & Betts Corp.*		839,826
	99,500	Vishay Intertechnology, Inc.*		675,605
				14,796,471
		Engineering — 0.4%
	15,990	Fluor Corp.		820,127
	29,822	Foster Wheeler AG (Switzerland)*		708,273
	18,812	Jacobs Engineering Group, Inc.*		791,797
	32,132	KBR, Inc.		592,514
				2,912,711
		Entertainment, Leisure and Recreation — 0.7%
	106,417	National CineMedia, Inc.		1,464,298
	150,034	Regal Entertainment Group — Class A		1,993,951
	57,666	Royal Caribbean Cruises, Ltd. (Liberia)		780,798
	22,315	Starwood Hotels & Resorts Worldwide, Inc.		495,393
				4,734,440
		Equipment Rental and Leasing — 0.0%
	31,357	United Rentals, Inc.*		203,507
		Food and Beverage — 3.4%
	25,400	Cal-Maine Foods, Inc.		633,984
	103,500	ConAgra Foods, Inc.		1,972,710
	122,500	Del Monte Foods Company		1,149,050
	89,000	HJ Heinz Company		3,177,300
	133,500	JM Smucker Company (The)		6,496,110
	108,950	McCormick & Company, Inc.		3,544,144
	72,400	Pepsi Bottling Group, Inc. (The)		2,450,016
	52,500	PepsiAmericas, Inc.		1,407,525
	107,600	Sara Lee Corp.		1,050,176
	266	Seaboard Corp.		298,452
				22,179,467
		Insurance — 8.7%
	65,200	Aflac, Inc.		2,027,068
	20,700	Allied World Assurance Holdings, Ltd. (Bermuda)		845,181
	56,700	Allstate Corp. (The)		1,383,480
	78,700	American Financial Group, Inc.		1,698,346
	198,941	Aon Corp.		7,533,895
	10,624	Arch Capital Group, Ltd. (Bermuda)*		622,354
	94,600	Aspen Insurance Holdings, Ltd. (Bermuda)		2,113,364
	190,835	Assurant, Inc.		4,597,215
	70,799	Axis Capital Holdings, Ltd. (Bermuda)		1,853,518
	39,400	Chubb Corp. (The)		1,571,272
	31,800	CIGNA Corp.		766,062
	87,100	Cincinnati Financial Corp.		1,946,685
	80,800	Coventry Health Care, Inc.*		1,511,768
	82,336	Everest Re Group, Ltd. (Bermuda)		5,892,788
	70,100	Horace Mann Educators Corp.*		698,897
	85,800	IPC Holdings, Ltd. (Bermuda)		2,345,772
	126,455	Lincoln National Corp.		2,176,291

See notes to financial statements.

93

MID VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Insurance (continued)
	293,908	Marsh & McLennan Companies, Inc.	$	5,916,367
	86,615	PartnerRe, Ltd. (Bermuda)		5,625,644
	22,006	Transatlantic Holdings, Inc.		953,520
	1,200	White Mountains Insurance Group, Ltd. (Bermuda)		274,692
	55,787	Willis Group Holdings, Ltd. (Bermuda)		1,435,400
	339,260	XL Capital, Ltd. — Class A (Cayman Islands)		3,887,920
				57,677,499
		Internet Services — 1.6%
	71,800	eBay, Inc.*		1,229,934
	60,163	McAfee, Inc.*		2,538,277
	117,100	TIBCO Software, Inc.*		839,607
	400,300	Yahoo!, Inc.*		6,268,698
				10,876,516
		Machinery — 1.2%
	26,533	AGCO Corp.*		771,314
	140,073	Cummins, Inc.		4,931,971
	86,547	Manitowoc Company, Inc. (The)		455,237
	26,006	Rockwell Automation, Inc.		835,313
	90,947	Terex Corp.*		1,097,730
				8,091,565
		Manufacturing — 4.3%
	63,024	AO Smith Corp.		2,052,692
	90,330	Cooper Industries, Ltd. — Class A (Bermuda)		2,804,747
	58,900	Crane Company		1,314,059
	66,213	Eaton Corp.		2,953,762
	42,200	EnPro Industries, Inc.*		760,022
	48,800	Mueller Industries, Inc.		1,015,040
	53,049	Parker Hannifin Corp.		2,278,985
	60,350	Precision Castparts Corp.		4,407,361
	89,600	Sherwin-Williams Company (The)		4,816,000
	23,800	Tredegar Corp.		317,016
	222,000	Tyco International, Ltd. (Switzerland)		5,767,559
				28,487,243
		Medical Equipment, Supplies, and Services — 6.0%
	133,400	Cardinal Health, Inc.		4,075,370
	25,584	Covance, Inc.*		1,258,733
	135,350	CR Bard, Inc.		10,076,808
	12,500	Hill-Rom Holdings, Inc.		202,750
	380,400	Hologic, Inc.*		5,413,092
	18,589	Humana, Inc.*		599,681
	31,400	Kindred Healthcare, Inc.*		388,418
	87,300	Kinetic Concepts, Inc.*		2,378,925
	29,599	Life Technologies Corp.*		1,234,870
	23,654	McKesson Corp.		1,040,776
	136,900	Stryker Corp. (1)		5,440,406
	36,241	Universal Health Services, Inc. — Class B		1,770,373
	131,800	Zimmer Holdings, Inc.*		5,614,680
				39,494,882
		Metals and Mining — 1.0%
	41,100	Carpenter Technology Corp.		855,291
	39,416	Freeport-McMoRan Copper & Gold, Inc.		1,975,135
	41,583	Nucor Corp.		1,847,533
	39,497	Steel Dynamics, Inc.		581,791
	34,678	United States Steel Corp.		1,239,392
				6,499,142
		Office Equipment, Supplies, and Services — 0.4%
	109,500	Steelcase, Inc. — Class A		637,290
	303,800	Xerox Corp.		1,968,624
				2,605,914
		Oil, Coal and Gas — 6.1%
	124,300	Baker Hughes, Inc.		4,529,492
	111,843	BJ Services Company		1,524,420
	45,965	Cameron International Corp.*		1,300,810
	127,977	El Paso Corp.		1,181,228
	79,764	Enbridge, Inc. (Canada)		2,770,204
	29,460	EQT Corp.		1,028,449
	110,900	Hess Corp.		5,960,874
	36,200	Holly Corp.		650,876
	70,000	Marathon Oil Corp.		2,109,100
	54,200	Murphy Oil Corp.		2,944,144
	54,512	Newfield Exploration Company*		1,780,907
	77,700	Patterson-UTI Energy, Inc.		999,222
	43,926	Pioneer Natural Resources Company		1,120,113
	43,780	Questar Corp.		1,359,807
	41,469	Southwestern Energy Company*		1,611,071
	106,394	Sunoco, Inc.		2,468,341
	82,200	Tesoro Corp.		1,046,406
	13,953	Transocean, Ltd. (Switzerland)*		1,036,568
	33,260	Ultra Petroleum Corp. (Canada)*		1,297,140
	37,500	Valero Energy Corp.		633,375
	30,200	Walter Industries, Inc.		1,094,448
	89,390	Weatherford International, Ltd. (Switzerland)*		1,748,468
				40,195,463
		Paper and Forest Products — 0.2%
	44,459	Rayonier, Inc.		1,616,085

See notes to financial statements.

94

MID VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Pharmaceuticals/Research and Development — 2.2%
	67,000	AmerisourceBergen Corp.	$	1,188,580
	49,300	Endo Pharmaceuticals Holdings, Inc.*		883,456
	116,300	Forest Laboratories, Inc.*		2,920,293
	38,352	Hospira, Inc.*		1,477,319
	316,421	King Pharmaceuticals, Inc.*		3,047,134
	374,879	Mylan, Inc.*		4,892,171
				14,408,953
		Printing and Publishing — 0.1%
	49,800	Scholastic Corp.		985,542
		Real Estate Development and Services — 0.2%
	41,620	St Joe Company (The)*		1,102,514
		Real Estate Investment Trusts — 1.4%
	20,879	AvalonBay Communities, Inc.		1,167,971
	12,788	Boston Properties, Inc.		609,988
	42,800	Entertainment Properties Trust		881,680
	55,689	Equity Residential		1,237,966
	97,500	Hospitality Properties Trust		1,159,275
	243,300	HRPT Properties Trust		987,798
	138,300	Medical Properties Trust, Inc.		839,481
	38,129	ProLogis		307,320
	38,998	RAIT Investment Trust		53,427
	140,285	Sunstone Hotel Investors, Inc.		750,525
	30,872	Ventas, Inc.		921,838
	14,462	Walter Investment Management Corp.*		192,055
				9,109,324
		Retail — 1.0%
	65,800	Barnes & Noble, Inc.		1,357,454
	42,140	Bed Bath & Beyond, Inc.*		1,295,805
	43,471	Family Dollar Stores, Inc.		1,230,229
	121,109	Macy’s, Inc.		1,424,242
	82,300	RadioShack Corp.		1,148,908
				6,456,638
		Retail: Restaurants — 0.5%
	39,100	Bob Evans Farms, Inc.		1,123,734
	56,700	Brinker International, Inc.		965,601
	20,800	Darden Restaurants, Inc.		685,984
	110,900	Ruby Tuesday, Inc.*		738,594
				3,513,913
		Retail: Supermarkets — 0.5%
	17,800	Kroger Company (The)		392,490
	89,600	Safeway, Inc.		1,825,152
	80,058	SUPERVALU, Inc.		1,036,751
				3,254,393
		Rubber Products — 0.1%
	73,662	Goodyear Tire & Rubber Company (The)*		829,434
		Scientific and Technical Instruments — 1.0%
	68,813	Agilent Technologies, Inc.*		1,397,592
	125,800	Thermo Fisher Scientific, Inc.*		5,128,866
				6,526,458
		Semiconductors — 2.8%
	194,500	Analog Devices, Inc.		4,819,710
	56,449	ASML Holding NV (the Netherlands)		1,222,121
	48,230	Lam Research Corp.*		1,253,980
	1,451,122	LSI Corp.*		6,617,116
	114,984	Maxim Integrated Products, Inc.		1,804,099
	80,093	Microchip Technology, Inc.		1,806,097
	244,227	Micron Technology, Inc.*		1,235,789
	1,100	MKS Instruments, Inc.*		14,509
				18,773,421
		Sporting Goods and Equipment — 0.1%
	37,200	Cabela’s, Inc.*		457,560
		Telecommunications Equipment and Services — 1.4%
	82,795	CenturyTel, Inc.		2,541,806
	57,339	Embarq Corp.*		2,411,678
	61,900	NII Holdings, Inc.*		1,180,433
	492,219	Qwest Communications International, Inc.		2,042,709
	134,732	Windstream Corp.		1,126,360
				9,302,986
		Tools — 0.2%
	34,482	Stanley Works (The)		1,166,871
		Toys — 1.3%
	79,187	Hasbro, Inc.		1,919,493
	399,500	Mattel, Inc.		6,411,975
				8,331,468
		Transportation — 2.4%
	24,300	Arkansas Best Corp.		640,305
	47,374	CSX Corp.		1,640,562
	153,600	JB Hunt Transport Services, Inc.		4,689,408
	83,631	Kansas City Southern*		1,347,295
	119,200	Norfolk Southern Corp.		4,490,264
	33,400	Overseas Shipholding Group, Inc.		1,136,936
	105,550	Pacer International, Inc.		235,377
	21,600	Ryder System, Inc.		603,072
	29,200	Tidewater, Inc.		1,251,804
				16,035,023
		Utilities — 9.1%
	27,300	AGL Resources, Inc.		868,140
	288,467	Allegheny Energy, Inc.		7,399,179
	60,600	Alliant Energy Corp.		1,583,478
	200,200	American Electric Power Company, Inc.		5,783,778
	613,500	CMS Energy Corp.		7,411,080

See notes to financial statements.

95

MID VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Utilities (continued)
	93,416	DTE Energy Company	$	2,989,312
	63,300	Entergy Corp.		4,907,016
	88,554	Ingersoll-Rand PLC (Ireland)		1,850,779
	111,100	Mirant Corp.*		1,748,714
	119,300	NiSource, Inc.		1,391,038
	140,289	Pepco Holdings, Inc.		1,885,484
	90,521	Pinnacle West Capital Corp.		2,729,208
	107,400	PPL Corp.		3,539,904
	45,600	SCANA Corp.		1,480,632
	71,826	Sempra Energy		3,564,724
	37,800	Southern Union Company		695,142
	65,100	TECO Energy, Inc.		776,643
	181,758	Wisconsin Energy Corp.		7,399,368
	72,900	Xcel Energy, Inc.		1,342,089
				59,345,708
		Total Common Stocks (Cost $779,599,100)		637,408,207
Principal
		Convertible Bonds — 0.0%
		Telecommunications Equipment and Services
$	251,000	Qwest Communications International, Inc., 3.50%, 11/15/25 (Cost $382,695)		247,235
		Short Term Commercial Paper — 0.6%
	4,200,000	Citigroup Funding, Inc., 0.10%, 07/01/09 (Cost $4,200,000)		4,200,000
		Total Securities (Cost $784,181,795)		641,855,442
		Repurchase Agreements — 2.6%
	17,340,169	With State Street Bank and Trust, dated 06/30/09, 0.01%, due 7/01/09, repurchase proceeds at maturity $17,340,174 (Collateralized by Freddie Mac, 0.84%, due 11/23/10 with a value of $4,687,031 and US Treasury Bill, 0.28%, due 11/27/09, with a value of $13,004,376) (Cost $17,340,169)		17,340,169
		Total Investments — 99.8% (Cost $801,521,964)		659,195,611
		Other assets less liabilities — 0.2%		1,617,455
		Net Assets — 100.0%	$	660,813,066

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $801,521,964.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	36,505,659
Gross unrealized depreciation		(178,832,012	)
Net unrealized depreciation	$	(142,326,353	)

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

96

MID GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks — 97.9%
		Aerospace and Defense — 1.0%
	43,095	Goodrich Corp.	$	2,153,457
		Apparel: Manufacturing and Retail — 3.6%
	260,540	American Eagle Outfitters, Inc.		3,691,852
	127,330	Coach, Inc.		3,422,630
	48,975	Nordstrom, Inc.		974,113
				8,088,595
		Automobile: Retail — 2.0%
	130,000	Copart, Inc.*		4,507,100
		Automobiles/Motor Vehicles, Automotive Equipment and Repairs — 1.8%
	95,990	Advance Auto Parts, Inc.		3,982,625
		Banks and Financial Services — 9.9%
	12,735	BlackRock, Inc.		2,233,974
	162,590	Capital One Financial Corp.		3,557,469
	212,545	Jefferies Group, Inc.*		4,533,585
	95,990	T Rowe Price Group, Inc.		3,999,903
	290,642	TD Ameritrade Holding Corp.*		5,097,861
	183,160	Western Union Company		3,003,824
				22,426,616
		Broadcast Services/Media — 1.9%
	140,065	McGraw-Hill Companies, Inc. (The)		4,217,357
		Business Services and Supplies — 1.8%
	88,150	Ctrip.com International, Ltd. (ADR) (Cayman Islands)*		4,081,345
		Chemicals — 1.2%
	93,050	Tetra Tech, Inc.*		2,665,883
		Computer Equipment, Software and Services — 10.5%
	523,322	Activision Blizzard, Inc.*		6,609,556
	585,720	Brocade Communications Systems, Inc.*		4,580,330
	166,192	Citrix Systems, Inc.*		5,299,862
	87,175	Cognizant Technology Solutions Corp. — Class A*		2,327,573
	108,720	MSCI, Inc. — Class A*		2,657,117
	56,492	Salesforce.com, Inc.*		2,156,300
				23,630,738
		Consumer Goods and Services — 4.5%
	69,270	Church & Dwight Company, Inc.		3,762,054
	80,315	Estee Lauder Companies, Inc. (The) — Class A		2,623,891
	352,610	Newell Rubbermaid, Inc.		3,670,670
				10,056,615
		Education — 1.6%
	50,000	Apollo Group, Inc. — Class A*		3,556,000
		Energy Services — 1.0%
	13,550	First Solar, Inc.*		2,196,726
		Engineering and Construction — 1.6%
	111,079	Aecom Technology Corp.*		3,554,528
		Entertainment, Leisure and Recreation — 1.1%
	70,520	Wynn Resorts, Ltd.*		2,489,356
		Internet Services — 8.6%
	11,755	Baidu, Inc. (ADR) (Cayman Islands)*		3,539,313
	36,788	Equinix, Inc.*		2,675,959
	192,221	F5 Networks, Inc.*		6,648,924
	95,990	Juniper Networks, Inc.*		2,265,364
	95,010	McAfee, Inc.*		4,008,472
				19,138,032
		Machinery — 2.4%
	91,090	Cummins, Inc.		3,207,279
	58,770	Joy Global, Inc.		2,099,264
				5,306,543
		Medical Equipment, Supplies, and Services — 8.5%
	39,180	Cerner Corp.*		2,440,522
	69,540	Edwards Lifesciences Corp.*		4,730,807
	60,429	Illumina, Inc.*		2,353,105
	85,215	Life Technologies Corp.*		3,555,170
	84,929	ResMed, Inc.*		3,459,158
	90,876	STERIS Corp.		2,370,046
				18,908,808
		Metals and Mining — 3.2%
	55,830	Agnico-Eagle Mines, Ltd. (Canada)		2,929,959
	125,370	AK Steel Holding Corp.		2,405,850
	208,625	Silver Wheaton Corporation (Canada)*		1,719,070
				7,054,879
		Oil, Coal and Gas — 6.7%
	128,310	Noble Corp. (Switzerland)		3,881,378
	252,131	Petrohawk Energy Corp.*		5,622,521
	76,400	Range Resources Corp.		3,163,724
	62,990	Whiting Petroleum Corp.*		2,214,728
				14,882,351
		Pharmaceuticals/Research and Development — 3.6%
	62,809	Alexion Pharmaceuticals, Inc.*		2,582,706
	77,774	Express Scripts, Inc.*		5,346,963
				7,929,669
		Retail — 3.9%
	35,000	Bed Bath & Beyond, Inc.*		1,076,250
	120,475	Best Buy Company, Inc.		4,034,708
	83,255	Kohl’s Corp.*		3,559,151
				8,670,109
		Retail: Restaurants — 2.4%
	55,830	Darden Restaurants, Inc.		1,841,273
	105,780	YUM! Brands, Inc.		3,526,706
				5,367,979

See notes to financial statements.

97

MID GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Semiconductors — 6.7%
	130,270	Broadcom Corp. — Class A*	$	3,229,393
	555,674	Marvell Technology Group, Ltd. (Bermuda)*		6,468,045
	197,000	NVIDIA Corp.*		2,224,130
	151,180	Xilinx, Inc.		3,093,143
				15,014,711
		Telecommunications Equipment and Services — 6.9%
	153,775	CommScope, Inc.*		4,038,132
	151,289	Crown Castle International Corp.*		3,633,962
	82,275	General Cable Corp.*		3,091,895
	191,975	Starent Networks Corp.*		4,686,109
				15,450,098
		Transportation — 1.5%
	110,680	JB Hunt Transport Services, Inc.		3,379,060
		Total Common Stocks (Cost $204,200,246)		218,709,180
Principal
		Repurchase Agreements — 2.7%
$	5,939,419	With State Street Bank and Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $5,939,420 (Collateralized by US Treasury Bill, 0.28%, due 11/27/09, with a value of $6,062,716) (Cost $5,939,419)		5,939,419
		Total Investments — 100.6% (Cost $210,139,665)		224,648,599
		Liabilities less other assets — (0.6)%		(1,315,114	)
		Net Assets — 100.0%	$	223,333,485

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $210,139,665.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	20,107,953
Gross unrealized depreciation		(5,599,019	)
Net unrealized appreciation	$	14,508,934

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

98

SMALL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks — 97.1%
		Aerospace and Defense — 2.6%
	30,400	AAR Corp.	$	487,920
	2,500	Curtiss — Wright Corp.		74,325
	109,272	Ducommun, Inc.*		2,053,221
	21,900	Kaman Corp.		365,730
	13,600	Moog, Inc. — Class A		351,016
	10,600	Teledyne Technologies, Inc.*		347,150
				3,679,362
		Airlines — 0.6%
	13,000	Alaska Air Group, Inc.*		237,380
	32,700	Republic Airways Holdings, Inc.*		213,531
	35,300	SkyWest, Inc.		360,060
				810,971
		Apparel: Manufacturing and Retail — 2.8%
	32,400	Brown Shoe Company, Inc.		234,576
	15,300	Carter’s, Inc.*		376,533
	7,034	Charlotte Russe Holding, Inc.*		90,598
	18,500	Genesco, Inc.*		347,245
	10,000	Jones Apparel Group, Inc.		107,300
	53,995	Jos A Bank Clothiers, Inc.		1,860,668
	25,800	Men’s Wearhouse, Inc. (The)		494,844
	36,602	Stage Stores, Inc.		406,282
				3,918,046
		Automobile: Retail — 0.2%
	28,063	Asbury Automotive Group, Inc.		287,365
		Automobiles/Motor Vehicles, Automotive Equipment and Repairs — 4.0%
	60,733	BorgWarner, Inc.		2,074,033
	13,604	Dorman Products, Inc.*		188,143
	25,600	Miller Industries, Inc.*		225,280
	111,643	Oshkosh Corp.		1,623,289
	43,700	Pep Boys — Manny, Moe & Jack (The)		443,118
	94,170	Spartan Motors, Inc.*		1,066,946
				5,620,809
		Banks and Financial Services — 14.2%
	24,400	Ameris Bancorp		154,208
	19,740	Banco Latinoamericano de Comercio Exterior, SA — Class E (Panama)		245,368
	21,400	Bancorp, Inc. (The)*		128,400
	17,700	Bank of the Ozarks, Inc.*		382,851
	38,298	BGC Partners, Inc. — Class A		145,149
	185,054	Brookline Bancorp, Inc.		1,724,703
	3,300	Bryn Mawr Bank Corp.		62,271
	110,143	Calamos Asset Management, Inc. — Class A*		1,554,118
	4,400	Cash America International, Inc.*		102,916
	7,900	City Holding Company*		239,844
	10,200	Financial Federal Corp.		209,610
	49,500	First Financial Bancorp		372,240
	6,700	First Financial Bankshares, Inc.		337,412
	19,200	First Merchants Corp.		154,176
	26,695	FirstMerit Corp.		453,281
	18,900	Flushing Financial Corp.*		176,715
	10,300	Glacier Bancorp, Inc.		152,131
	8,900	Knight Capital Group, Inc. — Class A*		151,745
	6,500	Metro Bancorp, Inc.*		125,190
	27,800	National Financial Partners Corp.		203,496
	19,600	NBT Bancorp, Inc.		425,516
	7,100	NewAlliance Bancshares, Inc.*		81,650
	17,900	Old National Bancorp — Indiana		175,778
	15,400	Pacific Continental Corp.*		186,802
	5,000	Park National Corp.		282,400
	5,500	People’s Bancorp, Inc.		93,775
	16,000	Prosperity Bancshares, Inc.*		477,280
	12,700	Republic Bancorp, Inc. — Class A*		286,893
	10,900	S&T Bancorp, Inc.		132,544
	36,200	Sanders Morris Harris Group, Inc.		199,100
	9,900	Sandy Spring Bancorp, Inc.		145,530
	12,946	Simmons First National Corp. — Class A		345,917
	25,400	Sterling Bancorp — New York*		212,090
	53,954	Stifel Financial Corp.*		2,594,647
	158,476	SWS Group, Inc.		2,213,910
	7,400	Tompkins Financial Corp.*		354,830
	17,800	TriCo Bancshares		275,900
	11,000	Trustmark Corp.		212,520
	11,582	UMB Financial Corp.*		440,232
	12,500	United Financial Bancorp, Inc.		172,750
	89,961	Washington Federal, Inc.		1,169,493
	64,998	WesBanco, Inc.		945,071
	85,024	Whitney Holding Corp.		778,820
	20,700	World Acceptance Corp.*		412,137
				19,691,409
		Broadcast Services/Media — 0.1%
	32,500	Mediacom Communications Corp. — Class A		166,075
		Business Services and Supplies — 0.7%
	28,800	Acxiom Corp.		254,304
	21,400	Deluxe Corp.		274,134
	17,100	Kforce, Inc.*		141,417

See notes to financial statements.

99

SMALL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Business Services and Supplies (continued)
	2,800	MAXIMUS, Inc.*	$	115,500
	52,500	Standard Register Company (The)*		171,150
				956,505
		Chemicals — 1.4%
	32,700	A Schulman, Inc.*		494,097
	13,000	Innophos Holdings, Inc.		219,570
	22,700	Innospec, Inc.		244,025
	6,600	Minerals Technologies, Inc.		237,732
	8,200	OM Group, Inc.*		237,964
	103,800	PolyOne Corp.*		281,298
	31,782	Spartech Corp.		292,077
				2,006,763
		Commercial Services — 0.7%
	34,200	ICT Group, Inc.*		298,566
	23,300	PHH Corp.*		423,594
	17,300	Providence Service Corp.*		189,435
	7,600	Standard Parking Corp.*		123,804
				1,035,399
		Computer Equipment, Software and Services — 4.1%
	38,700	3Com Corp.*		182,277
	48,370	Agilysys, Inc.		226,372
	14,500	Black Box Corp.		485,315
	3,000	CACI International, Inc. — Class A*		128,130
	137,400	CIBER, Inc.*		425,940
	37,233	COMSYS IT Partners, Inc.*		217,813
	173,241	Digi International, Inc.*(8)		1,689,099
	17,800	Imation Corp.		135,458
	30,693	Mercury Computer Systems, Inc.*		283,910
	57,715	MTS Systems Corp.*		1,191,815
	42,500	Ness Technologies, Inc.		166,175
	10,100	Palm, Inc.*		167,357
	29,000	Perot Systems Corp. — Class A*		415,570
				5,715,231
		Construction Services and Supplies — 2.4%
	9,500	ABM Industries, Inc.*		171,665
	48,800	Comfort Systems USA, Inc.*		500,200
	13,500	Granite Construction, Inc.		449,280
	69,077	Universal Forest Products, Inc.		2,285,758
				3,406,903
		Consumer Goods and Services — 3.3%
	19,800	American Greetings Corp. — Class A		231,264
	130,786	Helen of Troy, Ltd. (Bermuda)*		2,195,897
	38,600	Inter Parfums, Inc.		283,324
	127,264	Nutri System, Inc.*		1,845,328
				4,555,813
		Containers and Packaging — 0.3%
	7,500	Silgan Holdings, Inc.		367,725
		Distribution — 0.1%
	3,100	Watsco, Inc.		151,683
		Education — 0.4%
	24,700	School Specialty, Inc.*		499,187
		Electronics — 1.2%
	6,726	Bel Fuse, Inc. — Class B		107,885
	10,900	Belden, Inc.		182,030
	21,600	Benchmark Electronics, Inc.*		311,040
	70,000	CTS Corp.*		458,499
	16,300	EnerSys*		296,497
	4,850	LaBarge, Inc.*		44,960
	52,159	Technitrol, Inc.		337,469
				1,738,380
		Engineering — 1.5%
	104,411	EMCOR Group, Inc.*		2,100,749
		Entertainment, Leisure and Recreation — 1.2%
	41,600	Live Nation, Inc.*		202,176
	131,424	Marcus Corp. (The)		1,382,580
	10,900	Pinnacle Entertainment, Inc.*		101,261
				1,686,017
		Environmental Waste Management and Recycling Services — 0.1%
	37,200	Waste Services, Inc.*		192,696
		Equipment Rental and Leasing — 0.5%
	34,273	Electro Rent Corp.*		325,251
	24,600	Rent-A-Center, Inc.*		438,618
				763,869
		Food and Beverage — 0.3%
	7,000	Nash Finch Company		189,420
	8,600	TreeHouse Foods, Inc.*		247,422
				436,842
		Funeral Services — 1.0%
	243,138	Service Corp. International*		1,332,396
		Insurance — 4.9%
	31,000	American Equity Investment Life Holding Company		172,980
	2,500	American Physicians Capital, Inc.		97,900
	11,300	Amerisafe, Inc.*		175,828

See notes to financial statements.

100

SMALL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Insurance (continued)
	24,300	CNA Surety Corp.*	$	327,807
	15,631	Delphi Financial Group, Inc. — Class A		303,710
	17,400	Donegal Group, Inc. — Class A*		264,654
	8,200	FPIC Insurance Group, Inc.*		251,084
	11,800	Harleysville Group, Inc.*		332,996
	12,400	Horace Mann Educators Corp.*		123,628
	4,033	Kansas City Life Insurance Company		108,528
	3,300	Max Capital Group, Ltd. (Bermuda)		60,918
	30,600	Montpelier Re Holdings, Ltd. (Bermuda)		406,674
	7,300	National Interstate Corp.*		110,814
	7,800	NYMAGIC, Inc.		108,264
	13,337	Platinum Underwriters Holdings, Ltd. (Bermuda)		381,305
	8,600	ProAssurance Corp.*		397,406
	49,535	RLI Corp.*		2,219,168
	15,000	Seabright Insurance Holdings*		151,950
	21,800	Selective Insurance Group, Inc.		278,386
	4,000	United Fire & Casualty Company		68,600
	20,600	Universal American Financial Corp.*		179,632
	15,739	Zenith National Insurance Corp.		342,166
				6,864,398
		Machinery — 1.8%
	17,900	Alamo Group, Inc.		180,790
	97,484	Applied Industrial Technologies, Inc.*		1,920,435
	6,400	Baldor Electric Company*		152,256
	35,800	Twin Disc, Inc.		243,798
				2,497,279
		Manufacturing — 4.0%
	15,200	Acuity Brands, Inc.		426,360
	69,437	Ceradyne, Inc.*		1,226,257
	49,673	CIRCOR International, Inc.*		1,172,780
	11,800	Coherent, Inc.*		244,024
	10,227	EnPro Industries, Inc.*		184,188
	44,704	Gibraltar Industries, Inc.		307,116
	65,100	Mueller Water Products, Inc. — Class A		243,474
	81,383	Watts Water Technologies, Inc. — Class A		1,752,991
				5,557,190
		Medical Equipment, Supplies, and Services — 4.7%
	16,200	Centene Corp.*		323,676
	16,900	Gentiva Health Services, Inc.*		278,174
	10,400	Healthspring, Inc.*		112,944
	13,000	Kindred Healthcare, Inc.*		160,810
	67,890	Magellan Health Services, Inc.*		2,228,150
	53,043	Owens & Minor, Inc.*		2,324,344
	157,324	Syneron Medical, Ltd. (Israel)*		1,135,879
				6,563,977
		Metals and Mining — 0.3%
	4,000	LB Foster Company — Class A*		120,280
	6,800	Olympic Steel, Inc.		166,396
	14,800	Worthington Industries, Inc.		189,292
				475,968
		Oil, Coal and Gas — 9.0%
	5,500	ATP Oil & Gas Corp.*		38,280
	25,100	Basic Energy Services, Inc.*		171,433
	3,300	Bill Barrett Corp.*		90,618
	11,000	Chesapeake Utilities Corp.*		357,830
	8,458	Clayton Williams Energy, Inc.*		159,602
	32,200	Complete Production Services, Inc.*		204,792
	2,900	Dawson Geophysical Company*		86,565
	26,300	Delek US Holdings, Inc.		223,024
	64,126	Frontier Oil Corp.		840,692
	14,500	Gulf Island Fabrication, Inc.		229,535
	42,400	Harvest Natural Resources, Inc.*		186,984
	42,576	Holly Corp.		765,516
	13,900	Hornbeck Offshore Services, Inc.*		297,321
	9,200	Laclede Group, Inc. (The)*		304,796
	7,000	Lufkin Industries, Inc.		294,350
	41,043	National Fuel Gas Company		1,480,831
	81,277	Penn Virginia Corp.		1,330,504
	7,900	Petroleum Development Corp.*		123,951
	9,800	Piedmont Natural Gas Company, Inc.*		236,278
	39,200	Rosetta Resources, Inc.*		343,000
	20,800	Stone Energy Corp.*		154,336
	96,819	Swift Energy Company*		1,612,037
	31,000	Union Drilling, Inc.*		205,220
	26,300	Western Refining, Inc.*		185,678
	58,808	World Fuel Services Corp.*		2,424,655
				12,347,828
		Paper and Forest Products — 2.0%
	42,700	Buckeye Technologies, Inc.*		191,723
	47,100	Glatfelter		419,190

See notes to financial statements.

101

SMALL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Paper and Forest Products (continued)
	47,740	Rayonier, Inc.	$	1,735,349
	56,700	Wausau Paper Corp.		381,024
				2,727,286
		Pharmaceuticals/Research and Development — 4.0%
	69,189	Exponent, Inc.*		1,695,822
	149,599	Mannatech, Inc.(8)		493,677
	16,300	Par Pharmaceutical Companies, Inc.*		246,945
	55,373	Perrigo Company		1,538,262
	44,515	West Pharmaceutical Services, Inc.		1,551,348
				5,526,054
		Printing and Publishing — 0.2%
	18,000	Courier Corp.		274,680
		Real Estate Investment Trusts — 6.4%
	31,800	Anworth Mortgage Asset Corp.		229,278
	50,100	Ashford Hospitality Trust		140,781
	21,200	BioMed Realty Trust, Inc.		216,876
	37,500	CapLease, Inc.		103,500
	26,900	Education Realty Trust, Inc.		115,401
	16,900	Extra Space Storage, Inc.*		141,115
	39,600	First Industrial Realty Trust, Inc.		172,260
	92,691	Healthcare Realty Trust, Inc.*		1,559,990
	10,000	Highwoods Properties, Inc.		223,700
	22,500	Investors Real Estate Trust		200,025
	24,700	LaSalle Hotel Properties		304,798
	54,047	Lexington Realty Trust*		183,760
	54,500	MFA Financial, Inc.*		377,140
	37,400	Monmouth Real Estate Investment Corp. — Class A		219,164
	83,117	National Retail Properties, Inc.		1,442,080
	15,000	OMEGA Healthcare Investors, Inc.		232,800
	21,900	Parkway Properties, Inc.		284,700
	39,800	Pennsylvania Real Estate Investment Trust		199,000
	6,700	PS Business Parks, Inc.		324,548
	35,740	Ramco-Gershenson Properties Trust		357,757
	12,200	Redwood Trust, Inc.*		180,072
	52,999	Sovran Self Storage, Inc.		1,303,775
	28,594	Sunstone Hotel Investors, Inc.		152,978
	40,600	U-Store-It Trust		198,940
				8,864,438
		Retail — 1.5%
	163,951	EZCORP, Inc. — Class A*		1,767,392
	3,600	Fred’s, Inc. — Class A*		45,360
	14,300	Pantry, Inc. (The)*		237,380
				2,050,132
		Retail: Restaurants — 1.4%
	21,700	Bob Evans Farms, Inc.		623,658
	15,500	Cracker Barrel Old Country Store, Inc.		432,450
	16,800	Landry’s Restaurants, Inc.*		144,480
	49,800	Ruby Tuesday, Inc.*		331,668
	40,600	Steak n Shake Company (The)*		354,844
				1,887,100
		Retail: Supermarkets — 1.7%
	72,112	Weis Markets, Inc.(8)		2,417,194
		Scientific and Technical Instruments — 0.1%
	34,585	Newport Corp.*		200,247
		Semiconductors — 2.6%
	23,000	Brooks Automation, Inc.		103,040
	189,728	OmniVision Technologies, Inc.*		1,971,274
	15,100	Photronics, Inc.*		61,155
	97,154	Sigma Designs, Inc.*		1,558,350
				3,693,819
		Sporting Goods and Equipment — 0.3%
	25,700	Cabela’s, Inc.*		316,110
	25,500	Callaway Golf Company		129,285
				445,395
		Telecommunications Equipment and Services — 0.9%
	9,600	Arris Group, Inc.*		116,736
	86,500	Cincinnati Bell, Inc.*		245,660
	11,300	Plantronics, Inc.		213,683
	28,400	Premiere Global Services, Inc.*		307,856
	30,900	RF Micro Devices, Inc.*		116,184
	45,201	Symmetricom, Inc.*		260,810
				1,260,929
		Transportation — 3.4%
	71,043	Arkansas Best Corp.		1,871,983
	20,000	Hub Group, Inc. — Class A*		412,800
	16,694	TAL International Group, Inc.		181,965
	43,260	Tidewater, Inc.		1,854,556
	27,000	Werner Enterprises, Inc.*		489,240
				4,810,544

See notes to financial statements.

102

SMALL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Utilities — 4.2%
	58,187	American States Water Company	$	2,015,597
	10,300	California Water Service Group		379,452
	11,100	CH Energy Group, Inc.		518,370
	2,800	Cleco Corp.*		62,776
	19,200	NorthWestern Corp.*		436,992
	30,100	PNM Resources, Inc.		322,371
	66,757	UIL Holdings Corp.		1,498,695
	5,300	Unisource Energy Corp.		140,662
	14,000	Unitil Corp.		288,680
	4,400	WGL Holdings, Inc.*		140,888
				5,804,483
		Total Common Stocks (Cost $162,138,834)		135,389,136
Principal
		Repurchase Agreements — 3.4%
$	4,796,774	With State Street Bank and Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $4,796,775 (Collateralized by US Treasury Bill, 0.28%, due 11/27/09, with a value of $4,894,120) (Cost $4,796,774)		4,796,774
		Total Investments — 100.5%
		(Cost $166,935,608)		140,185,910
		Liabilities less other assets — (0.5)%		(707,084	)
		Net Assets — 100.0%	$	139,478,826

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $166,935,608.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	7,556,364
Gross unrealized depreciation		(34,306,062	)
Net unrealized depreciation	$	(26,749,698	)

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

103

SMALL CORE PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks — 98.0%
		Advertising — 0.0%
	14,200	Harte-Hanks, Inc.	$	131,350
		Aerospace and Defense — 0.4%
	58,027	Ducommun, Inc.*		1,090,327
	1,700	Triumph Group, Inc.		68,000
				1,158,327
		Airlines — 0.2%
	16,600	AirTran Holdings, Inc.*		102,754
	4,200	Allegiant Travel Company*		166,488
	27,400	Hawaiian Holdings, Inc.*		164,948
	10,400	Republic Airways Holdings, Inc.*		67,912
				502,102
		Apparel: Manufacturing and Retail — 2.6%
	6,600	Aeropostale, Inc.*		226,182
	149,100	Cato Corp.-— Class A (The)		2,600,304
	1,700	Cherokee, Inc.		33,694
	15,700	Chico’s FAS, Inc.*		152,761
	17,309	Deckers Outdoor Corp.*		1,216,303
	19,100	Foot Locker, Inc.		199,977
	37,400	Hot Topic, Inc.*		273,394
	45,983	Iconix Brand Group, Inc.*		707,219
	15,400	Jones Apparel Group, Inc.		165,242
	13,000	Oxford Industries, Inc.		151,450
	203,200	Stage Stores, Inc.		2,255,520
	4,400	Timberland Company (The) — Class A*		58,388
				8,040,434
		Automobile: Rental — 0.2%
	11,600	Avis Budget Group, Inc.*		65,540
	43,900	Dollar Thrifty Automotive Group, Inc.*		612,405
				677,945
		Automobile: Retail — 0.2%
	4,900	Asbury Automotive Group, Inc.		50,176
	11,800	Copart, Inc.*		409,106
	14,100	Lithia Motors, Inc. — Class A		130,284
				589,566
		Automobiles/Motor Vehicles, Automotive Equipment and Repairs — 1.0%
	24,300	ATC Technology Corp.*		352,350
	5,900	AutoNation, Inc.*		102,365
	15,600	Exide Technologies*		58,188
	10,100	Federal Signal Corp.		77,265
	10,100	Force Protection, Inc.*		89,284
	42,311	Fuel Systems Solutions, Inc.*		854,259
	37,400	Oshkosh Corp.		543,796
	23,500	Polaris Industries, Inc.		754,820
	15,900	Spartan Motors, Inc.*		180,147
	14,300	Standard Motor Products, Inc.		118,261
	3,500	Superior Industries International, Inc.		49,350
				3,180,085
		Banks and Financial Services — 7.8%
	8,700	1st Source Corp.		150,249
	59,900	Advance America Cash Advance Centers, Inc.		265,357
	9,100	Ameris Bancorp		57,512
	4,200	Asset Acceptance Capital Corp.*		32,298
	16,600	Astoria Financial Corp.		142,428
	24,000	Banco Latinoamericano de Comercio Exterior, SA — Class E (Panama)		298,320
	8,700	Bank Mutual Corp.		75,864
	4,600	Beneficial Mutual Bancorp, Inc.*		44,160
	1,700	Berkshire Hills Bancorp, Inc.		35,326
	39,800	BGC Partners, Inc. — Class A		150,842
	33,100	BlackRock Kelso Capital Corp.		206,213
	800	Capital Southwest Corp.		57,880
	39,925	Cash America International, Inc.*		933,846
	29,900	Central Pacific Financial Corp.		112,125
	2,700	Chemical Financial Corp.		53,757
	46,200	Citizens Republic Bancorp, Inc.*		32,802
	10,000	City Holding Company*		303,600
	56,400	Community Bank System, Inc.		821,184
	9,700	Community Trust Bancorp, Inc.		259,475
	43,300	Credit Acceptance Corp.*		946,105
	29,100	Dime Community Bancshares		265,101
	38,300	Doral Financial Corp. — Puerto Rico*		95,750
	66,980	Duff & Phelps Corp. — Class A		1,190,904
	121,100	E*TRADE Financial Corp.*		155,008
	10,800	Encore Capital Group, Inc.*		143,100
	2,100	ESSA Bancorp, Inc.		28,707
	33,500	Financial Federal Corp.		688,425
	6,700	Financial Institutions, Inc.		91,522
	116,400	First BanCorp — Puerto Rico		459,780
	2,500	First Citizens Bancshares, Inc. — Class A		334,125
	23,200	First Commonwealth Financial Corp.		147,088
	1,900	First Community Bancshares, Inc.		24,396
	37,000	First Financial Bancorp		278,240
	11,400	First Financial Bankshares, Inc.		574,104
	6,500	First Financial Corp.		205,270
	7,500	First Financial Holdings, Inc.		70,500
	2,800	First Merchants Corp.		22,484
	106,300	First Midwest Bancorp, Inc.		777,053
	29,900	First Niagara Financial Group, Inc.		341,458
	9,100	First Place Financial Corp.		28,301
	25,300	FirstMerit Corp.		429,594

See notes to financial statements.

104

SMALL CORE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Banks and Financial Services (continued)
	61,800	Flagstar Bancorp, Inc.*	$	42,024
	28,300	GFI Group, Inc.		190,742
	42,800	Global Cash Access Holdings, Inc.*		340,688
	7,000	Great Southern Bancorp, Inc.		143,850
	16,500	Guaranty Bancorp*		31,515
	6,600	Harleysville National Corp.		31,020
	11,400	Independent Bank Corp. — Massachusetts		224,580
	26,000	Interactive Brokers Group, Inc. — Class A*		403,780
	93,600	International Bancshares Corp.		965,016
	110,900	LaBranche & Company, Inc.*		476,870
	4,200	Lakeland Bancorp, Inc.		37,758
	4,200	MainSource Financial Group, Inc.		31,164
	56,400	MB Financial, Inc.		574,716
	9,600	Medallion Financial Corp.		73,440
	30,874	Morningstar, Inc.*		1,272,935
	37,400	National Financial Partners Corp.		273,768
	3,500	NBT Bancorp, Inc.		75,985
	54,400	NewAlliance Bancshares, Inc.*		625,600
	13,700	OceanFirst Financial Corp.		163,989
	15,600	Old National Bancorp — Indiana		153,192
	3,700	Old Second Bancorp, Inc.		21,830
	5,400	optionsXpress Holdings, Inc.		83,862
	50,400	Oriental Financial Group, Inc.- Puerto Rico		488,880
	17,000	PacWest Bancorp		223,720
	11,400	Park National Corp.		643,872
	15,000	Patriot Capital Funding, Inc.		25,650
	7,000	Penson Worldwide, Inc.*		62,650
	6,500	People’s Bancorp, Inc.		110,825
	197,500	Popular, Inc. — Puerto Rico		434,500
	23,200	PRG-Schultz International, Inc.*		62,640
	18,500	Provident Financial Services, Inc.		168,350
	10,900	Provident New York Bancorp		88,508
	5,000	Sanders Morris Harris Group, Inc.		27,500
	14,200	Santander BanCorp — Puerto Rico*		98,832
	6,700	SCBT Financial Corp.		158,723
	2,500	Simmons First National Corp. — Class A		66,800
	8,100	Suffolk Bancorp		207,684
	12,705	Sun Bancorp, Inc. — New Jersey*		65,812
	3,400	SWS Group, Inc.		47,498
	8,400	SY Bancorp, Inc.		203,028
	800	Tompkins Financial Corp.*		38,360
	6,100	TriCo Bancshares		94,550
	25,900	TrustCo Bank Corp. NY		153,069
	10,100	UMB Financial Corp.*		383,901
	5,200	Union Bankshares Corp.		77,844
	21,000	United Bankshares, Inc.		410,340
	162,700	Webster Financial Corp.		1,309,735
	4,600	West Bancorp		23,000
	20,200	Westamerica Bancorp		1,002,122
	6,600	World Acceptance Corp.*		131,406
	9,200	WSFS Financial Corp.		251,252
	2,500	Zions Bancorp		28,900
				24,658,528
		Broadcast Services/Media — 0.1%
	43,100	Entercom Communications Corp. — Class A		65,943
	15,700	EW Scripps Company (The) — Class A		32,813
	28,600	Media General, Inc. — Class A		60,346
	39,500	Sinclair Broadcast Group, Inc. — Class A		76,630
				235,732
		Business Services and Supplies — 4.9%
	106,400	Acxiom Corp.		939,512
	43,800	Administaff, Inc.		1,019,226
	98,700	Arbitron, Inc.		1,568,343
	67,915	Coinstar, Inc.*		1,813,331
	69,200	CSG Systems International, Inc.*		916,208
	46,900	Deluxe Corp.		600,789
	32,900	Diamond Management & Technology Consultants, Inc.		138,180
	15,200	Dice Holdings, Inc.*		70,680
	27,500	Fair Isaac Corp.		425,150
	54,500	Hackett Group, Inc.*		126,985
	26,500	Hudson Highland Group, Inc.*		51,940
	98,580	Kforce, Inc.*		815,257
	49,800	MAXIMUS, Inc.*		2,054,250
	24,300	ModusLink Global Solutions, Inc.*		166,698
	10,000	On Assignment, Inc.*		39,100
	55,899	Portfolio Recovery Associates, Inc.*		2,164,967
	54,200	Spherion Corp.*		223,304
	45,200	UniFirst Corp.		1,680,084
	13,447	Watson Wyatt Worldwide, Inc. — Class A		504,666
				15,318,670
		Chemicals — 1.4%
	16,600	A Schulman, Inc.*		250,826
	6,600	Huntsman Corp.		33,198
	25,700	Innospec, Inc.		276,275
	2,700	Minerals Technologies, Inc.		97,254
	64,910	Olin Corp.		771,780
	28,500	OM Group, Inc.*		827,070
	9,100	Omnova Solutions, Inc.*		29,666
	39,500	Spartech Corp.		363,005
	11,800	Symyx Technologies, Inc.*		69,030
	151,500	Zep, Inc.		1,825,575
				4,543,679

See notes to financial statements.

105

SMALL CORE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Collectibles — 0.0%
	9,200	RC2 Corp.*	$	121,716
		Commercial Services — 1.5%
	106,405	Euronet Worldwide, Inc.*		2,063,193
	25,735	HMS Holdings Corp.*		1,047,929
	11,600	PHH Corp.*		210,888
	49,365	Wright Express Corp.*		1,257,327
				4,579,337
		Computer Equipment, Software and Services — 5.2%
	101,600	3Com Corp.*		478,536
	9,100	Actuate Corp.*		43,498
	74,900	Adaptec, Inc.*		198,485
	74,360	Ariba, Inc.*		731,702
	26,000	Avocent Corp.*		362,960
	4,200	Black Box Corp.		140,574
	30,700	CACI International, Inc. — Class A*		1,311,197
	76,100	CIBER, Inc.*		235,910
	15,700	Cray, Inc.*		123,716
	73,333	DivX, Inc.*		402,598
	105,900	Electronics For Imaging, Inc.*		1,128,894
	30,800	Extreme Networks, Inc.*		61,600
	5,800	Imation Corp.		44,138
	3,400	Insight Enterprises, Inc.*		32,844
	14,680	ManTech International Corp. — Class A*		631,827
	28,285	MICROS Systems, Inc.*		716,176
	66,516	NetScout Systems, Inc.*		623,920
	64,575	Nuance Communications, Inc.*		780,712
	102,970	Parametric Technology Corp.*		1,203,719
	61,730	Progress Software Corp.*		1,306,824
	6,000	Quest Software, Inc.*		83,640
	19,000	RadiSys Corp.*		171,190
	29,638	Sybase, Inc.*		928,855
	78,285	Sykes Enterprises, Inc.*		1,416,176
	6,600	Synaptics, Inc.*		255,090
	39,165	Taleo Corp. — Class A*		715,545
	45,857	Virtusa Corp.*		368,232
	217,380	Web.com Group, Inc.*		1,223,849
	130,500	Xyratex, Ltd. (Bermuda)*		651,195
				16,373,602
		Construction Services and Supplies — 1.9%
	10,800	Beacon Roofing Supply, Inc.*		156,168
	55,500	Beazer Homes USA, Inc.*		101,565
	28,300	BlueLinx Holdings, Inc.*		84,900
	57,700	Comfort Systems USA, Inc.*		591,425
	28,775	Granite Construction, Inc.		957,632
	26,100	Hovnanian Enterprises, Inc. — Class A*		61,596
	42,200	M/I Homes, Inc.*		413,138
	16,000	Meritage Homes Corp.*		301,760
	42,205	MYR Group, Inc. — Delaware*		853,385
	22,600	Ryland Group, Inc. (The)		378,776
	30,000	Simpson Manufacturing Company, Inc.		648,600
	220,000	Standard Pacific Corp.*		446,600
	37,500	Sterling Construction Company, Inc.*		572,250
	3,700	Trex Company, Inc.*		49,469
	10,800	Universal Forest Products, Inc.		357,372
				5,974,636
		Consumer Goods and Services — 2.5%
	15,600	Blyth, Inc.		511,524
	23,200	Central Garden & Pet Company — Class A*		228,520
	14,175	Chattem, Inc.*		965,318
	3,600	CSS Industries, Inc.		73,368
	121,800	Helen of Troy, Ltd. (Bermuda)*		2,045,022
	74,300	Herbalife, Ltd. (Cayman Islands)		2,343,422
	3,400	Hooker Furniture Corp.		39,032
	44,000	La-Z-Boy, Inc.		207,680
	5,200	Prestige Brands Holdings, Inc.*		31,980
	29,100	Regis Corp.		506,631
	16,600	Revlon, Inc. — Class A*		90,304
	63,500	Tempur-Pedic International, Inc.		829,945
				7,872,746
		Containers and Packaging — 0.3%
	6,600	Bway Holding Company*		115,698
	19,575	Greif, Inc. — Class A		865,607
				981,305
		Distribution — 1.5%
	5,800	Core-Mark Holding Company, Inc.*		151,148
	14,900	Houston Wire & Cable Company		177,459
	98,930	LKQ Corp.*		1,627,399
	1,700	Nu Skin Enterprises, Inc. — Class A		26,010
	800	Tech Data Corp.*		26,168
	58,700	United Stationers, Inc.*		2,047,456
	2,500	Universal Corp.		82,775
	19,500	WESCO International, Inc.*		488,280
				4,626,695
		Diversified Operations and Services — 0.6%
	43,095	ESCO Technologies, Inc.*		1,930,656
	8,300	Standex International Corp.		96,280
				2,026,936
		Education — 0.1%
	3,300	Career Education Corp.*		82,137
	8,400	Corinthian Colleges, Inc.*		142,212
				224,349

See notes to financial statements.

106

SMALL CORE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Electronics — 3.1%
	28,910	Avnet, Inc.*	$	607,977
	146,300	Belden, Inc.		2,443,211
	13,200	Benchmark Electronics, Inc.*		190,080
	44,800	CTS Corp.*		293,440
	17,800	Cubic Corp.		637,062
	70,900	Diebold, Inc.		1,868,924
	86,923	LaBarge, Inc.*		805,776
	45,900	Methode Electronics, Inc.		322,218
	70,400	Micrel, Inc.		515,328
	33,701	Multi-Fineline Electronix, Inc.*		721,201
	104,800	Nam Tai Electronics, Inc. (British Virgin Islands)		446,448
	19,900	Stoneridge, Inc.*		95,520
	13,200	Technitrol, Inc.		85,404
	15,400	Thomas & Betts Corp.*		444,444
	25,900	Vishay Intertechnology, Inc.*		175,861
				9,652,894
		Entertainment, Leisure and Recreation — 1.3%
	5,000	Ameristar Casinos, Inc.		95,150
	13,300	Bally Technologies, Inc.*		397,936
	30,600	Carmike Cinemas, Inc.*		256,428
	52,400	Choice Hotels International, Inc.		1,394,364
	3,800	National CineMedia, Inc.		52,288
	36,794	Netflix, Inc.*		1,521,064
	9,100	Pinnacle Entertainment, Inc.*		84,539
	18,300	Shuffle Master, Inc.*		120,963
	29,100	Warner Music Group Corp.*		170,235
				4,092,967
		Environmental Waste Management and Recycling Services — 0.1%
	14,100	Casella Waste Systems, Inc. — Class A*		28,059
	32,300	EnergySolutions		297,160
	10,800	Waste Services, Inc.*		55,944
				381,163
		Equipment Rental and Leasing — 0.3%
	61,500	Rent-A-Center, Inc.*		1,096,545
		Food and Beverage — 1.7%
	2,600	Coca-Cola Bottling Company Consolidated		143,338
	51,100	Del Monte Foods Company		479,318
	3,400	Farmer Brothers Company		77,792
	37,660	Flowers Foods, Inc.		822,494
	26,091	Lancaster Colony Corp.		1,149,830
	80,200	Lance, Inc.		1,855,027
	26,700	Nash Finch Company		722,502
	53,100	Reddy Ice Holdings, Inc.*		87,615
				5,337,916
		Insurance — 4.6%
	3,300	Alleghany Corp.*		894,300
	8,400	Allied World Assurance Holdings, Ltd. (Bermuda)		342,972
	134,600	American Equity Investment Life Holding Company		751,068
	7,500	American Physicians Capital, Inc.		293,700
	21,900	Amerisafe, Inc.*		340,764
	26,000	Aspen Insurance Holdings, Ltd. (Bermuda)		580,840
	83,200	Assured Guaranty, Ltd. (Bermuda)		1,030,016
	100,300	Conseco, Inc.*		237,711
	106,528	Delphi Financial Group, Inc. — Class A		2,069,839
	15,900	Employers Holdings, Inc.		215,445
	7,600	Endurance Specialty Holdings, Ltd. (Bermuda)		222,680
	7,500	FPIC Insurance Group, Inc.*		229,650
	2,500	Infinity Property & Casualty Corp.		91,150
	40,800	IPC Holdings, Ltd. (Bermuda)		1,115,472
	8,700	MBIA, Inc.*		37,671
	52,800	Montpelier Re Holdings, Ltd. (Bermuda)		701,712
	800	National Western Life Insurance Company — Class A		93,400
	95,500	Platinum Underwriters Holdings, Ltd. (Bermuda)		2,730,345
	17,600	PMA Capital Corp. — Class A*		80,080
	15,700	Presidential Life Corp.		118,849
	26,500	Reinsurance Group of America, Inc.		925,115
	144,400	Universal American Financial Corp.*		1,259,168
				14,361,947
		Internet Services — 3.6%
	88,245	comScore, Inc.*		1,175,423
	40,655	Digital River, Inc.*		1,476,590
	47,200	EarthLink, Inc.*		349,752
	188,540	eResearchTechnology, Inc.*		1,170,833
	34,445	F5 Networks, Inc.*		1,191,453
	57,565	j2 Global Communications, Inc.*		1,298,666
	36,400	Lionbridge Technologies, Inc.*		66,976
	5,700	Marchex, Inc. — Class B		19,209
	56,800	S1 Corp.*		391,920
	32,300	SonicWALL, Inc.*		177,004
	38,800	TIBCO Software, Inc.*		278,196
	164,640	United Online, Inc.		1,071,806
	80,780	ValueClick, Inc.*		849,806
	93,200	Websense, Inc.*		1,662,688
				11,180,322
		Machinery — 0.7%
	4,900	Altra Holdings, Inc.*		36,701
	32,545	Astec Industries, Inc.*		966,261
	10,800	Chart Industries, Inc.*		196,344
	2,700	Kadant, Inc.*		30,483

See notes to financial statements.

107

SMALL CORE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Machinery (continued)
	33,200	Tecumseh Products Company — Class A*	$	322,372
	17,670	Wabtec Corp.		568,444
				2,120,605
		Manufacturing — 6.9%
	19,100	Actuant Corp. — Class A		233,020
	36,700	Acuity Brands, Inc.		1,029,435
	2,500	AEP Industries, Inc.*		65,975
	109,500	Albany International Corp. — Class A		1,246,110
	3,400	American Woodmark Corp.		81,430
	21,270	Ameron International Corp.		1,425,941
	900	AO Smith Corp.		29,313
	43,200	AptarGroup, Inc.		1,458,864
	13,400	Blount International, Inc.*		115,374
	13,200	Brady Corp. — Class A		331,584
	34,000	Briggs & Stratton Corp.		453,560
	138,200	Carlisle Companies, Inc.		3,322,328
	7,500	Colfax Corp.*		57,900
	10,800	Crane Company		240,948
	11,800	Encore Wire Corp.		251,930
	75,510	EnPro Industries, Inc.*		1,359,935
	37,800	Furniture Brands International, Inc.		114,534
	65,900	Gibraltar Industries, Inc.		452,733
	123,180	GrafTech International, Ltd.*		1,393,166
	15,270	LSB Industries, Inc.*		246,916
	43,500	Matthews International Corp. — Class A		1,353,720
	104,000	Mueller Industries, Inc.		2,163,200
	13,200	Mueller Water Products, Inc. — Class A		49,368
	28,935	Powell Industries, Inc.*		1,072,620
	20,200	Sturm, Ruger & Company, Inc.		251,288
	38,800	Tredegar Corp.		516,816
	10,560	Valmont Industries, Inc.		761,165
	7,500	Watts Water Technologies, Inc. — Class A		161,550
	3,400	Woodward Governor Company		67,320
	55,300	Zebra Technologies Corp. — Class A*		1,308,398
				21,616,441
		Medical Equipment, Supplies, and Services — 7.6%
	11,600	American Medical Systems Holdings, Inc.*		183,280
	7,900	American Service Group, Inc.*		126,953
	9,200	AMN Healthcare Services, Inc.*		58,696
	63,700	AmSurg Corp.*		1,365,728
	30,665	Auxilium Pharmaceuticals, Inc.*		962,268
	107,225	CardioNet, Inc.*		1,749,912
	77,300	Centene Corp.*		1,544,454
	35,700	CorVel Corp.*		812,889
	4,200	Cyberonics, Inc.*		69,846
	800	Emergency Medical Services Corp. — Class A*		29,456
	41,100	Health Management Associates, Inc. — Class A*		203,034
	29,300	HealthSouth Corp.*		423,092
	6,600	Healthspring, Inc.*		71,676
	34,400	ICU Medical, Inc.*		1,415,560
	33,100	Invacare Corp.		584,215
	20,400	LHC Group, Inc.*		453,084
	17,800	Lincare Holdings, Inc.*		418,656
	3,400	Magellan Health Services, Inc.*		111,588
	9,200	Nighthawk Radiology Holdings, Inc.*		34,040
	63,100	NuVasive, Inc.*		2,814,260
	5,200	RehabCare Group, Inc.*		124,436
	498,218	RTI Biologics, Inc.*		2,137,355
	119,640	SonoSite, Inc.*		2,399,978
	388,519	Spectranetics Corp. (The)*		1,915,399
	18,600	STERIS Corp.		485,088
	4,900	Symmetry Medical, Inc.*		45,668
	163,356	TranS1, Inc.*		1,017,708
	3,400	US Physical Therapy, Inc.*		50,150
	4,900	WellCare Health Plans, Inc.*		90,601
	125,290	Wright Medical Group, Inc.*		2,037,215
				23,736,285
		Metals and Mining — 0.3%
	2,500	Lawson Products, Inc.		35,525
	29,900	Metalico, Inc.*		139,334
	51,300	Worthington Industries, Inc.		656,127
				830,986
		Office Equipment, Supplies, and Services — 0.3%
	213,100	Acco Brands Corp.*		600,942
	6,500	Ennis, Inc.		80,990
	24,300	Knoll, Inc.		184,194
				866,126
		Oil, Coal and Gas — 4.7%
	18,300	Allis-Chalmers Energy, Inc.*		42,273
	26,720	Alpha Natural Resources, Inc.*		701,934
	37,205	Arena Resources, Inc.*		1,184,979
	37,885	Atwood Oceanics, Inc.*		943,715
	4,300	Bolt Technology Corp.*		48,332
	17,400	Cal Dive International, Inc.*		150,162
	8,700	Clayton Williams Energy, Inc.*		164,169
	60,600	Complete Production Services, Inc.*		385,416
	17,930	Comstock Resources, Inc.*		592,587
	14,100	Delta Petroleum Corp.*		27,213
	4,200	Gulf Island Fabrication, Inc.		66,486
	13,200	Gulfport Energy Corp.*		90,420

See notes to financial statements.

108

SMALL CORE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Oil, Coal and Gas (continued)
	21,085	Lufkin Industries, Inc.	$	886,624
	22,400	McMoRan Exploration Company*		133,504
	66,350	Natural Gas Services Group*		882,455
	14,100	Newpark Resources, Inc.*		40,185
	37,200	Nicor, Inc.		1,287,865
	11,400	Northwest Natural Gas Company		505,248
	75,300	Penn Virginia Corp.		1,232,661
	20,200	Rosetta Resources, Inc.*		176,750
	14,000	SEACOR Holdings, Inc.*		1,053,360
	14,100	Southwest Gas Corp.		313,161
	24,200	St Mary Land & Exploration Company		505,054
	82,000	Stone Energy Corp.*		608,440
	65,920	T-3 Energy Services, Inc.*		785,107
	35,300	VAALCO Energy, Inc.*		149,319
	34,000	Venoco, Inc.*		260,780
	6,600	W&T Offshore, Inc.		64,284
	34,000	Whiting Petroleum Corp.*		1,195,440
	7,500	World Fuel Services Corp.*		309,225
				14,787,148
		Paper and Forest Products — 0.7%
	53,800	Buckeye Technologies, Inc.*		241,562
	7,500	Clearwater Paper Corp.*		189,675
	34,800	Deltic Timber Corp.		1,234,356
	8,300	Domtar Corp.*		137,614
	20,800	Glatfelter		185,120
	7,500	KapStone Paper and Packaging Corp.*		35,175
	6,600	Neenah Paper, Inc.		58,146
				2,081,648
		Pharmaceuticals/Research and Development — 5.9%
	107,035	Acorda Therapeutics, Inc.*		3,017,317
	65,040	Alexion Pharmaceuticals, Inc.*		2,674,445
	119,795	BioMarin Pharmaceutical, Inc.*		1,870,000
	55,800	Charles River Laboratories International, Inc.*		1,883,250
	10,000	DepoMed, Inc.*		32,500
	23,200	Enzon Pharmaceuticals, Inc.*		182,584
	112,680	Genomic Health, Inc.*		1,952,744
	14,200	Noven Pharmaceuticals, Inc.*		203,060
	44,555	Onyx Pharmaceuticals, Inc.*		1,259,124
	52,990	OSI Pharmaceuticals, Inc.*		1,495,908
	6,600	Par Pharmaceutical Companies, Inc.*		99,990
	11,800	PharMerica Corp.*		231,634
	27,480	United Therapeutics Corp.*		2,289,908
	47,900	Valeant Pharmaceuticals International*		1,231,988
				18,424,452
		Printing and Publishing — 1.2%
	131,090	Bowne & Company, Inc.		853,396
	52,300	Gannett Company, Inc.		186,711
	37,400	Valassis Communications, Inc.*		228,514
	60,495	VistaPrint, Ltd. (Bermuda)*		2,580,112
				3,848,733
		Real Estate Investment Trusts — 4.7%
	69,300	Acadia Realty Trust		904,365
	9,700	Agree Realty Corp.		177,801
	40,400	American Campus Communities, Inc.		896,072
	13,400	American Capital Agency Corp.		307,798
	169,100	Anworth Mortgage Asset Corp.		1,219,211
	20,800	Associated Estates Realty Corp.		123,968
	16,000	CapLease, Inc.		44,160
	4,200	Capstead Mortgage Corp.		53,382
	13,900	Care Investment Trust, Inc.		72,280
	7,600	Cedar Shopping Centers, Inc.		34,352
	156,800	Chimera Investment Corp.		547,232
	4,700	Cogdell Spencer, Inc.		20,163
	56,400	Colonial Properties Trust		417,360
	80,200	DiamondRock Hospitality Company		502,052
	33,800	Education Realty Trust, Inc.		145,002
	1,800	Equity Lifestyle Properties, Inc.		66,924
	11,200	Equity One, Inc.		148,512
	33,600	Extra Space Storage, Inc.*		280,560
	13,200	First Potomac Realty Trust		128,700
	5,200	Getty Realty Corp.		98,124
	6,500	Hatteras Financial Corp.		185,835
	9,100	Healthcare Realty Trust, Inc.*		153,153
	14,100	Highwoods Properties, Inc.		315,417
	38,800	HRPT Properties Trust		157,528
	69,100	Inland Real Estate Corp.		483,700
	62,200	Investors Real Estate Trust		552,958
	13,500	Kite Realty Group Trust		39,420
	13,200	Lexington Realty Trust*		44,880
	31,600	LTC Properties, Inc.		646,220
	31,700	Mack-Cali Realty Corp.		722,760
	19,100	Mission West Properties, Inc.		130,453
	8,200	Monmouth Real Estate Investment Corp. — Class A		48,052
	17,400	National Health Investors, Inc.		464,754
	47,200	OMEGA Healthcare Investors, Inc.		732,544
	8,102	One Liberty Properties, Inc.		46,587
	27,900	PS Business Parks, Inc.		1,351,476
	77,500	Realty Income Corp.		1,698,800
	11,300	Sun Communities, Inc.		155,714
	9,700	Urstadt Biddle Properties — Class A		136,576
	116,400	U-Store-It Trust		570,360
				14,825,205

See notes to financial statements.

109

SMALL CORE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Registered Investment Companies — 0.7%
	14,900	Allied Capital Corp.	$	51,852
	173,000	Ares Capital Corp.		1,394,380
	15,700	Fifth Street Finance Corp.		157,628
	7,000	Harris & Harris Group, Inc.*		40,810
	21,500	Hercules Technology Growth Capital, Inc.		179,740
	16,600	Kayne Anderson Energy Development Company		220,116
	81,300	MCG Capital Corp.*		197,559
	2,900	Prospect Capital Corp.		26,680
				2,268,765
		Retail — 3.7%
	133,262	99 Cents Only Stores*		1,809,698
	114,593	Big Lots, Inc.*		2,409,890
	11,308	BJ’s Wholesale Club, Inc.*		364,457
	29,900	Borders Group, Inc.*		110,032
	40,000	Casey’s General Stores, Inc.		1,027,600
	26,000	Dillard’s, Inc. — Class A		239,200
	118,750	EZCORP, Inc. — Class A*		1,280,125
	59,510	First Cash Financial Services, Inc.*		1,042,615
	51,600	Hibbett Sports, Inc.*		928,800
	24,300	Jo-Ann Stores, Inc.*		502,281
	26,000	Kirkland’s, Inc.*		312,260
	28,200	MarineMax, Inc.*		97,008
	7,500	Office Depot, Inc.*		34,200
	3,600	Pantry, Inc. (The)*		59,760
	87,119	PetMed Express, Inc.*		1,309,399
	7,500	Sally Beauty Holdings, Inc.*		47,700
	6,600	Systemax, Inc.*		78,606
	20,200	Zale Corp.*		69,488
				11,723,119
		Retail: Restaurants — 1.9%
	10,900	AFC Enterprises, Inc.*		73,575
	74,345	BJ’s Restaurants, Inc.*		1,254,200
	5,200	Brinker International, Inc.		88,556
	36,000	CEC Entertainment, Inc.*		1,061,280
	7,420	Chipotle Mexican Grill, Inc. — Class A*		593,600
	10,000	O’Charley’s, Inc.		92,500
	22,715	Panera Bread Company — Class A*		1,132,570
	51,200	Ruby Tuesday, Inc.*		340,992
	118,500	Sonic Corp.*		1,188,555
				5,825,828
		Retail: Supermarkets — 0.2%
	4,300	Weis Markets, Inc.		144,136
	17,382	Whole Foods Market, Inc.*		329,910
				474,046
		Rubber Products — 0.0%
	7,300	Myers Industries, Inc.		60,736
		Semiconductors — 2.4%
	135,000	Amkor Technology, Inc.*		638,550
	39,600	Cirrus Logic, Inc.*		178,200
	72,300	Cypress Semiconductor Corp.*		665,160
	48,900	Entegris, Inc.*		133,008
	54,000	Lattice Semiconductor Corp.*		101,520
	115,170	Microsemi Corp.*		1,589,346
	19,900	QLogic Corp.*		252,332
	48,800	Silicon Image, Inc.*		112,240
	244,895	Skyworks Solutions, Inc.*		2,395,073
	10,100	Smart Modular Technologies (WWH), Inc. (Cayman Islands)*		22,927
	60,290	Tessera Technologies, Inc.*		1,524,734
				7,613,090
		Telecommunications Equipment and Services — 2.9%
	28,200	ADC Telecommunications, Inc.*		224,472
	16,000	ADTRAN, Inc.		343,520
	1,700	Anaren, Inc.*		30,056
	21,115	Anixter International, Inc.*		793,713
	9,100	Applied Signal Technology, Inc.		232,141
	2,500	Arris Group, Inc.*		30,400
	121,100	Cincinnati Bell, Inc.*		343,924
	3,800	CPI International, Inc.*		33,022
	24,000	Harris Stratex Networks, Inc. — Class A*		155,520
	27,400	IDT Corp. — Class B*		44,388
	10,800	InterDigital, Inc.*		263,952
	13,200	Iowa Telecommunications Services, Inc.		165,132
	6,100	JDS Uniphase Corp.*		34,892
	123,302	Novatel Wireless, Inc.*		1,112,184
	48,780	NTELOS Holdings Corp.		898,528
	17,400	Orbcomm, Inc.*		30,624
	1,700	Plantronics, Inc.		32,147
	76,400	Polycom, Inc.*		1,548,627
	72,200	Powerwave Technologies, Inc.*		116,242
	10,500	Symmetricom, Inc.*		60,585
	84,185	Syniverse Holdings, Inc.*		1,349,486
	19,100	Tekelec*		321,453
	74,800	USA Mobility, Inc.		954,448
	87,100	UTStarcom, Inc.*		141,973
				9,261,429
		Toys — 0.1%
	7,500	Marvel Entertainment, Inc.*		266,925
		Transportation — 2.8%
	9,100	American Commercial Lines, Inc.*		140,868
	4,200	Celadon Group, Inc.*		35,238
	5,500	Dynamex, Inc.*		84,645
	74,700	GATX Corp.		1,921,284
	53,200	Genesee & Wyoming, Inc. — Class A*		1,410,332
	5,800	Greenbrier Companies, Inc. (The)		41,702

See notes to financial statements.

110

SMALL CORE PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Transportation (continued)
	17,400	Heartland Express, Inc.	$	256,128
	13,200	Horizon Lines, Inc. — Class A		50,952
	37,300	Kirby Corp.*		1,185,767
	3,900	Knightsbridge Tankers, Ltd. (Bermuda)		53,196
	19,100	Marten Transport, Ltd.*		396,516
	3,400	Nordic American Tanker Shipping, Ltd. (Bermuda)		108,188
	41,430	Old Dominion Freight Line, Inc.*		1,390,805
	6,500	Overseas Shipholding Group, Inc.		221,260
	18,100	Pacer International, Inc.		40,363
	102,960	TBS International, Ltd. — Class A (Bermuda)*		804,118
	51,300	Vitran Corp., Inc. — Class A (Canada)*		507,870
	15,100	Werner Enterprises, Inc.*		273,612
				8,922,844
		Utilities — 3.2%
	50,600	Atmos Energy Corp.		1,267,024
	27,400	El Paso Electric Company*		382,504
	2,800	IDACORP, Inc.		73,192
	24,372	New Jersey Resources Corp.		902,739
	39,800	NorthWestern Corp.*		905,848
	5,800	Pike Electric Corp.*		69,890
	40,700	Portland General Electric Company		792,836
	1,700	UIL Holdings Corp.		38,165
	109,800	Unisource Energy Corp.		2,914,092
	79,200	Westar Energy, Inc.		1,486,584
	38,200	WGL Holdings, Inc.*		1,223,164
				10,056,038
		Total Common Stocks (Cost $315,497,982)		307,531,943
		Warrants — 0.0%
	4,637	Krispy Kreme Doughnuts, Inc.*		185
	640	Lantronix, Inc.*(14)		—
		Total Warrants (Cost $0)		185
Principal
		Short Term US Treasury Securities — 0.1%
		US Treasury Bills
$	430,000	0.17%, 09/17/09 (5) (Cost $429,856)		429,856
		Total Securities (Cost $315,927,838)		307,961,984
		Repurchase Agreements — 1.0%
	3,217,403	With State Street Bank and Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $3,217,404 (Collateralized by US Treasury Bill, 0.28%, due 11/27/09, with a value of $3,286,052) (Cost $3,217,403)		3,217,403
		Total Investments — 99.1% (Cost $319,145,241)		311,179,387
		Other assets less liabilities — 0.9%		2,846,277
		Net Assets — 100.0%	$	314,025,664

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $319,145,241.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	34,327,014
Gross unrealized depreciation		(42,292,868	)
Net unrealized depreciation	$	(7,965,854	)

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

111

SMALL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks — 98.5%
		Aerospace and Defense — 0.5%
	21,900	Teledyne Technologies, Inc.*	$	717,225
		Airlines — 0.9%
	88,539	AirTran Holdings, Inc.*		548,056
	49,500	Alaska Air Group, Inc.*		903,870
				1,451,926
		Apparel: Manufacturing and Retail — 4.4%
	25,100	Buckle, Inc. (The)		797,427
	27,253	Children’s Place Retail Stores, Inc. (The)*		720,297
	57,300	Dress Barn, Inc. (The)*		819,389
	80,900	Finish Line, Inc. (The)— Class A		600,278
	64,900	Foot Locker, Inc.		679,503
	8,300	Gymboree Corp. (The)*		294,484
	70,700	Hot Topic, Inc.*		516,817
	1,460	Iconix Brand Group, Inc.*		22,455
	20,162	Jos A Bank Clothiers, Inc.		694,783
	69,700	Maidenform Brands, Inc.*		799,458
	16,905	Shoe Carnival, Inc.*		201,677
	35,178	Wolverine World Wide, Inc.		776,027
				6,922,595
		Automobile: Retail — 0.4%
	32,112	America’s Car-Mart, Inc.*		658,296
		Automobiles/Motor Vehicles, Automotive Equipment and Repairs — 1.1%
	57,893	Amerigon, Inc.*		353,147
	41,400	ATC Technology Corp.*		600,300
	31,700	Monro Muffler Brake, Inc.		815,007
				1,768,454
		Banks and Financial Services — 4.8%
	42,000	Cash America International, Inc.*		982,380
	42,400	Encore Capital Group, Inc.*		561,800
	5,300	First Citizens Bancshares, Inc.— Class A		708,345
	48,473	Greene Bancshares, Inc.		217,159
	90,300	Heckman Corp.*		338,625
	51,300	Knight Capital Group, Inc.-— Class A*		874,665
	46,600	MarketAxess Holdings, Inc.*		444,098
	35,400	Net 1 UEPS Technologies, Inc.*		481,086
	23,200	Provident Financial Services, Inc.		211,120
	25,300	Stifel Financial Corp.*		1,216,677
	30,847	Texas Capital Bancshares, Inc.*		477,203
	41,970	United Community Banks, Inc.— Georgia*		251,400
	25,300	Waddell & Reed Financial, Inc.— Class A		667,161
				7,431,719
		Business Services and Supplies — 4.5%
	102,100	APAC Customer Services, Inc.*		523,773
	148,113	CBIZ, Inc.*		1,054,565
	37,500	CRA International, Inc.*		1,041,000
	24,600	FTI Consulting, Inc.*		1,247,712
	204,300	Hackett Group, Inc.*		476,019
	17,100	Huron Consulting Group, Inc.*		790,533
	68,757	Kforce, Inc.*		568,620
	78,798	TrueBlue, Inc.*		661,903
	17,478	UniFirst Corp.		649,657
				7,013,782
		Chemicals — 0.6%
	40,200	Sensient Technologies Corp.		907,314
		Commercial Services — 1.1%
	50,800	DynCorp International, Inc.— Class A*		852,931
	12,303	Steiner Leisure, Ltd. (Bahama Islands)*		375,611
	35,919	Team, Inc.*		562,851
				1,791,393
		Computer Equipment, Software and Services — 10.9%
	198,414	3Com Corp.*		934,530
	51,869	ACI Worldwide, Inc.*		724,091
	50,700	Actuate Corp.*		242,346
	41,000	ANSYS, Inc.*		1,277,560
	94,623	Aspen Technology, Inc.*		807,134
	55,300	Avocent Corp.*		771,988
	170,513	Bluephoenix Solutions, Ltd. (Israel)*		417,757
	26,900	CACI International, Inc.— Class A*		1,148,899
	42,600	Compellent Technologies, Inc.*		649,650
	27,800	Ebix, Inc.*		870,696
	83,030	EPIQ Systems, Inc.*		1,274,511
	94,047	FalconStor Software, Inc.*		446,723
	20,700	ManTech International Corp.— Class A*		890,928
	1,902	Open Text Corp. (Canada)*		69,271
	15,300	Pegasystems, Inc.		403,614
	78,554	Radiant Systems, Inc.*		651,998
	68,686	Smith Micro Software, Inc.*		674,497
	108,500	Soapstone Networks, Inc.*		453,530
	46,500	Solera Holdings, Inc.*		1,181,100
	28,770	Sybase, Inc.*		901,652
	20,700	Synaptics, Inc.*		800,055
	57,500	Tyler Technologies, Inc.*		898,150
	18,700	Ultimate Software Group, Inc. (The)*		453,288
				16,943,968

See notes to financial statements.

112

SMALL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Construction Services and Supplies — 1.1%
	51,000	Beacon Roofing Supply, Inc.*	$	737,460
	40,474	Integrated Electrical Services, Inc.*		316,102
	33,945	Simpson Manufacturing Company, Inc.		733,891
				1,787,453
		Consumer Goods and Services — 1.9%
	15,933	Chattem, Inc.*		1,085,037
	32,900	Helen of Troy, Ltd. (Bermuda)*		552,391
	72,300	Jarden Corp.*		1,355,625
				2,993,053
		Containers and Packaging — 0.9%
	20,474	Rock-Tenn Company— Class A		781,288
	13,400	Silgan Holdings, Inc.		657,002
				1,438,290
		Education — 2.6%
	22,431	American Public Education, Inc.*		888,492
	18,600	Capella Education Company*		1,115,070
	47,000	Career Education Corp.*		1,169,830
	96,700	ChinaCast Education Corp.*		688,504
	14,300	Grand Canyon Education, Inc.*		239,954
				4,101,850
		Electrical Equipment — 0.9%
	621,975	Capstone Turbine Corp.*		516,239
	40,220	Greatbatch, Inc.*		909,374
				1,425,613
		Electronics — 1.8%
	29,600	Diebold, Inc.		780,256
	42,000	EnerSys*		763,980
	16,937	NVE Corp.*		823,138
	20,400	Plexus Corp.*		417,384
				2,784,758
		Engineering — 0.7%
	23,974	Stanley, Inc.*		788,265
	14,300	VSE Corp.		374,088
				1,162,353
		Entertainment, Leisure and Recreation — 0.9%
	19,700	Bally Technologies, Inc.*		589,424
	30,200	Penn National Gaming, Inc.*		879,122
				1,468,546
		Environmental Waste Management and Recycling Services — 1.5%
	15,900	Clean Harbors, Inc.*		858,441
	99,304	EnergySolutions		913,597
	22,300	Waste Connections, Inc.*		577,793
				2,349,831
		Equipment Rental and Leasing — 0.6%
	30,270	Aaron’s, Inc.		902,651
		Food and Beverage — 1.3%
	29,130	Central European Distribution Corp.*		773,984
	45,874	Chiquita Brands International, Inc.*		470,667
	39,400	Flowers Foods, Inc.		860,496
				2,105,147
		Insurance — 1.6%
	20,181	Infinity Property & Casualty Corp.		735,799
	36,400	IPC Holdings, Ltd. (Bermuda)		995,176
	32,300	Tower Group, Inc.		800,394
				2,531,369
		Internet Services — 4.1%
	238,300	Art Technology Group, Inc.*		905,540
	40,200	Blue Coat Systems, Inc.*		664,908
	82,149	CyberSource Corp.*		1,256,879
	143,186	GigaMedia, Ltd. (Singapore)*		841,934
	219,623	Move, Inc.*		474,386
	63,200	NIC, Inc.		427,864
	31,900	Perfect World Company, Ltd. (ADR) (Cayman Islands)*		912,340
	125,300	TeleCommunications Systems, Inc.— Class A*		890,883
				6,374,734
		Machinery — 0.1%
	94,400	Flow International Corp.*		221,840
		Manufacturing — 1.4%
	16,800	AptarGroup, Inc.		567,336
	84,400	GrafTech International, Ltd.*		954,564
	28,180	II-VI, Inc.*		624,751
				2,146,651
		Medical Equipment, Supplies, and Services — 10.4%
	20,900	Amedisys, Inc.*		690,118
	84,605	American Medical Systems Holdings, Inc.*		1,336,759
	144,454	Bruker BioSciences Corp.*		1,337,644
	21,500	CardioNet, Inc.*		350,880
	101,012	Celera Corp.*		770,722
	125,448	CryoLife, Inc.*		694,982
	20,900	Emergency Medical Services Corp.— Class A*		769,538
	29,000	Ensign Group, Inc.		412,670
	30,000	Genoptix, Inc.*		959,700
	18,900	Haemonetics Corp.*		1,077,300
	47,800	ICON PLC (ADR) (Ireland)*		1,031,524
	20,000	ICU Medical, Inc.*		823,000
	55,150	IRIS International, Inc.*		650,770
	24,787	LHC Group, Inc.*		550,519

See notes to financial statements.

113

SMALL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Medical Equipment, Supplies, and Services (continued)
	26,700	Luminex Corp.*	$	495,018
	5,502	Neogen Corp.*		159,448
	54,953	Phase Forward, Inc.*		830,340
	9,968	Psychiatric Solutions, Inc.*		226,672
	30,400	STERIS Corp.		792,832
	66,691	Synovis Life Technologies, Inc.*		1,385,173
	49,864	US Physical Therapy, Inc.*		735,494
				16,081,103
		Metals and Mining — 1.3%
	41,300	AK Steel Holding Corp.		792,547
	103,300	Gammon Gold, Inc. (Canada)*		689,011
	103,200	Stillwater Mining Company*		589,272
				2,070,830
		Oil, Coal and Gas — 5.3%
	34,361	Bill Barrett Corp.*		943,554
	288,832	Cano Petroleum, Inc.*		274,390
	25,400	Comstock Resources, Inc.*		839,470
	10,500	Core Laboratories NV (the Netherlands)		915,075
	71,100	EXCO Resources, Inc.*		918,613
	147,453	Hercules Offshore, Inc.*		585,388
	17,947	Hornbeck Offshore Services, Inc.*		383,886
	84,700	Key Energy Services, Inc.*		487,872
	43,008	Natural Gas Services Group*		572,006
	125,891	North American Energy Partners, Inc. (Canada)*		766,676
	27,400	Oil States International, Inc.*		663,354
	31,500	Penn Virginia Corp.		515,655
	14,800	Unit Corp.*		408,036
				8,273,975
		Pharmaceuticals/Research and Development — 6.2%
	45,099	Albany Molecular Research, Inc.*		378,381
	31,700	Alexion Pharmaceuticals, Inc.*		1,303,504
	45,800	Alnylam Pharmaceuticals, Inc.*		1,019,966
	51,300	Cubist Pharmaceuticals, Inc.*		940,329
	46,800	Emergent Biosolutions, Inc.*		670,644
	24,426	Exponent, Inc.*		598,681
	49,700	Isis Pharmaceuticals, Inc.*		820,050
	71,109	Oculus Innovative Sciences, Inc.*		241,771
	78,700	PAREXEL International Corp.*		1,131,706
	56,000	Questcor Pharmaceuticals, Inc.*		280,000
	14,300	United Therapeutics Corp.*		1,191,619
	171,349	VIVUS, Inc.*		1,041,802
				9,618,453
		Printing and Publishing — 1.2%
	31,400	Consolidated Graphics, Inc.*		546,988
	64,414	Dolan Media Company*		823,855
	13,200	VistaPrint, Ltd. (Bermuda)*		562,980
				1,933,823
		Retail — 2.7%
	65,300	Conn’s, Inc.*		816,250
	49,600	First Cash Financial Services, Inc.*		868,992
	23,200	hhgregg, Inc.*		351,712
	33,600	Hibbett Sports, Inc.*		604,800
	46,900	Pantry, Inc. (The)*		778,540
	48,800	PetMed Express, Inc.*		733,464
				4,153,758
		Retail: Restaurants — 2.5%
	48,806	BJ’s Restaurants, Inc.*		823,357
	23,625	Buffalo Wild Wings, Inc.*		768,285
	30,900	Jack in the Box, Inc.*		693,705
	23,357	O’Charley’s, Inc.		216,052
	24,400	PF Chang’s China Bistro, Inc.*		782,264
	37,413	Red Robin Gourmet Burgers, Inc.*		701,494
				3,985,157
		Security Service and Devices — 1.0%
	9,700	American Science and Engineering, Inc.		670,464
	85,800	Cogent, Inc.*		920,634
				1,591,098
		Semiconductors — 4.4%
	105,177	Advanced Analogic Technologies, Inc.*		482,762
	197,300	ANADIGICS, Inc.*		826,687
	45,300	Cavium Networks, Inc.*		761,493
	42,548	Monolithic Power Systems, Inc.*		953,501
	19,100	Netlogic Microsystems, Inc.*		696,386
	198,400	O2Micro International, Ltd. (ADR) (Cayman Islands)*		992,000
	157,300	PMC-Sierra, Inc.*		1,252,107
	170,007	Silicon Motion Technology Corp. (ADR) (Cayman Islands)*		620,526
	25,385	Zoran Corp.*		276,697
				6,862,159
		Telecommunications Equipment and Services — 8.6%
	43,400	ADTRAN, Inc.		931,798
	29,200	Applied Signal Technology, Inc.		744,892
	55,100	Atheros Communications*		1,060,124
	31,420	Comtech Telecommunications Corp.*		1,001,670
	28,962	EMS Technologies, Inc.*		605,306
	31,678	General Cable Corp.*		1,190,460
	56,515	GeoEye, Inc.*		1,331,494
	105,600	Globecomm Systems, Inc.*		759,264

See notes to financial statements.

114

SMALL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value
		Common Stocks (continued)
		Telecommunications Equipment and Services (continued)
	64,700	MasTec, Inc.*	$	758,284
	12,331	Neutral Tandem, Inc.*		364,011
	49,163	NICE— Systems, Ltd. (ADR) (Israel)*		1,134,190
	99,700	Novatel Wireless, Inc.*		899,294
	69,420	Oplink Communications, Inc.*		791,388
	34,347	Starent Networks Corp.*		838,410
	60,300	Syniverse Holdings, Inc.*		966,609
				13,377,194
		Transportation — 3.7%
	34,038	Arkansas Best Corp.		896,901
	111,463	Celadon Group, Inc.*		935,175
	84,253	Excel Maritime Carriers, Ltd. (Liberia)		567,023
	16,800	Genco Shipping & Trading, Ltd. (Marshall Islands)		364,896
	50,300	Heartland Express, Inc.		740,416
	42,466	Hub Group, Inc.— Class A*		876,498
	63,800	Kansas City Southern*		1,027,818
	21,700	Marten Transport, Ltd.*		450,492
				5,859,219
		Utilities — 0.6%
	50,700	Avista Corp.		902,967
		Total Common Stocks (Cost $158,484,682)		154,110,547
		Warrants — 0.0%
	141	Krispy Kreme Doughnuts, Inc.* (Cost $0)		6
		Total Securities (Cost $158,484,682)		154,110,553
Principal
		Repurchase Agreements — 1.2%
$	1,800,577	With State Street Bank and Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $1,800,577 (Collateralized by US Treasury Bill, 0.28%, due 11/27/09, with a value of $1,837,792) (Cost $1,800,577)		1,800,577
		Total Investments — 99.7% (Cost $160,285,259)		155,911,130
		Other assets less liabilities — 0.3%		425,366
		Net Assets — 100.0%	$	156,336,496

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $160,285,259.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	16,770,284
Gross unrealized depreciation		(21,144,413	)
Net unrealized depreciation	$	( 4,374,129	)

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

115

INTERNATIONAL EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS

June 30, 2009
(Unaudited)

Shares			Value		Country
		Common Stocks — 98.8%
		Aerospace and Defense — 0.6%
	363,100	Empresa Brasileira de Aeronautica SA (ADR)	$	6,012,936		BRA
		Agriculture — 1.4%
	149,400	Potash Corp. of Saskatchewan, Inc.		13,901,670		CDA
		Apparel: Manufacturing and Retail — 2.5%
	495,558	Hennes & Mauritz AB (H&M) — B Shares		24,730,847		SWE
		Automobile: Retail — 2.0%
	535,900	Toyota Motor Corp.		20,415,768		JPN
		Banks and Financial Services — 23.1%
	1,903,800	BM&F BOVERSPA SA		11,445,146		BRA
	331,215	BNP Paribas		21,489,817		FRA
	8,827,650	China Merchants Bank Company, Ltd.		20,206,645		CHN
	339,700	Cia Brasileira de Meios de Pagamento — Class H*		2,921,125		BRA
	254,600	Deutsche Bank AG		15,427,760		GER
	179,700	Deutsche Boerse AG		13,935,646		GER
	1,859,700	Hong Kong Exchanges & Clearing, Ltd.		28,963,141		HNG
	36,505,500	Industrial and Commercial Bank of China, Ltd. — Class H		25,483,030		CHN
	429,627	Julius Baer Holding AG		16,678,171		SWI
	3,512,800	Mitsubishi UFJ Financial Group, Inc. (MUFG)		21,805,724		JPN
	726,299	National Bank of Greece SA		20,173,982		GRC
	371,900	Redecard SA		5,722,268		BRA
	1,360,750	Standard Chartered PLC		25,521,240		BRI
				229,773,695
		Broadcast Services/Media — 1.0%
	1,368,210	British Sky Broadcasting Group PLC		10,241,952		BRI
		Computer Equipment, Software and Services — 3.3%
	599,387	Logitech International SA*		8,302,217		SWI
	605,661	SAP AG		24,359,496		GER
				32,661,713
		Consumer Goods and Services — 4.7%
	514,816	British American Tobacco PLC		14,169,893		BRI
	4,323,500	Kingfisher PLC		12,646,950		BRI
	441,191	Reckitt Benckiser Group PLC		20,076,934		BRI
				46,893,777
		Diversified Operations and Services — 2.3%
	299,533	LVMH Moet Hennessy Louis Vuitton SA		22,858,860		FRA
		Entertainment, Leisure and Recreation — 2.7%
	800,898	Carnival PLC		21,174,427		BRI
	223,414	OPAP SA		5,954,907		GRC
				27,129,334
		Food and Beverage — 3.5%
	572,154	Nestle SA		21,547,598		SWI
	661,156	SABMiller PLC		13,433,509		BRI
				34,981,107
		Insurance — 3.6%
	796,324	AXA SA		14,958,270		FRA
	5,765,033	China Life Insurance Company, Ltd. — Class H		21,200,307		CHN
				36,158,577
		Internet Services — 1.3%
	43,600	Baidu, Inc. (ADR)*		13,127,524		CAY
		Machinery — 2.1%
	1,363,000	KOMATSU, Ltd.		21,109,628		JPN
		Manufacturing — 1.5%
	188,594	FANUC, Ltd.		15,191,669		JPN
		Medical Equipment, Supplies, and Services — 4.4%
	167,171	Air Liquide SA		15,269,317		FRA
	144,200	Covidien PLC		5,398,848		IRE
	297,000	Fresenius Medical Care AG & Company		13,286,848		GER
	1,387,241	Smith & Nephew PLC		10,258,886		BRI
				44,213,899
		Metals and Mining — 1.9%
	688,286	BHP Billiton, Ltd.		19,256,432		AUS
		Oil, Coal and Gas — 4.9%
	310,200	Canadian Natural Resources, Ltd.		16,318,736		CDA
	482,700	Petroleo Brasileiro SA — Petrobras (ADR)		19,781,046		BRA
	242,900	Schlumberger, Ltd.		13,143,319		ANT
				49,243,101
		Pharmaceuticals/Research and Development — 9.9%
	423,471	Novartis AG		17,164,109		SWI
	486,349	Novo Nordisk A/S — Class B		26,294,335		DEN

See notes to financial statements.

116

INTERNATIONAL EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

Shares			Value			Country
		Common Stocks (continued)
		Pharmaceuticals/Research and Development (continued)
	129,192	Roche Holding AG	$	17,561,694			SWI
	774,800	Teva Pharmaceutical Industries, Ltd. (ADR)		38,228,632			ISR
				99,248,770
		Retail — 1.8%
	6,178,200	Wal-Mart de Mexico SAB de CV — Series V		18,321,243			MEX
		Semiconductors — 1.1%
	5,389,343	ARM Holdings PLC		10,617,687			BRI
		Telecommunications Equipment and Services — 11.7%
	551,200	Amdocs, Ltd. *		11,823,240			GCI
	377,409	America Movil SAB de CV — Series L (ADR)		14,613,276			MEX
	776,500	China Mobile, Ltd.		7,774,969			HNG
	1,323,092	Nokia Corp.		19,377,669			FIN
	707,400	Rogers Communications, Inc. — Class B		18,184,465			CDA
	964,673	Telefonica SA		21,815,047			SPA
	1,943,017	Turkcell Iletisim Hizmetleri AS		10,781,928			TUR
	657,400	Vodafone Group PLC (ADR)		12,812,726			BRI
				117,183,320
		Toys — 1.1%
	39,700	Nintendo Company, Ltd.		10,974,319			JPN
		Transportation — 1.8%
	415,200	Canadian National Railway Company		17,837,376			CDA
		Utilities — 4.6%
	363,213	E. ON AG		12,850,424			GER
	441,096	Fortum Oyi		10,036,793			FIN
	325,353	Vestas Wind Systems A/S*		23,320,708			DEN
				46,207,925
		Total Common Stocks (Cost $918,053,417)		988,293,129
Principal			Value			Country
		Repurchase Agreements — 1.2%
$	12,209,573	With State Street Bank and Trust, dated 06/30/09, 0.01%, due 07/01/09, repurchase proceeds at maturity $12,209,577 (Collateralized by US Treasury Bill, 0.31%, due 12/10/09, with a value of $12,457,535) (Cost $12,209,573)	$	12,209,573			USA
		Total Investments — 100.0% (Cost $930,262,990)		1,000,502,702
		Liabilities less other assets — (0.0)%		(259,691	)
		Net Assets — 100.0%	$	1,000,243,011

The aggregate cost of securities for federal income tax purposes at June 30, 2009 is $930,262,990.

The following amounts are based on cost for federal income tax purposes:

Gross unrealized appreciation	$	97,742,100
Gross unrealized depreciation		(27,502,388	)
Net unrealized appreciation	$	70,239,712

See summary of footnotes and abbreviations to portfolios.

See notes to financial statements.

117

INTERNATIONAL EQUITY PORTFOLIO
PORTFOLIO OF INVESTMENTS (Continued)

June 30, 2009
(Unaudited)

	Percent of Total
Country Composition	Investments at Value
Australia (AUS)		1.93	%
Brazil (BRA)		4.59
Canada (CDA)		6.62
Cayman Islands (CAY)		1.31
China (CHN)		6.69
Denmark (DEN)		4.96
Finland (FIN)		2.94
France (FRA)		7.45
Germany (GER)		7.98
Greece (GRC)		2.61
Guernsey, Channel Islands (GCI)		1.18
Hong Kong (HNG)		3.67
Ireland (IRE)		0.54
Israel (ISR)		3.82
Japan (JPN)		8.95
Mexico (MEX)		3.29
Netherlands Antillies (ANT)		1.31
Spain (SPA)		2.18
Sweden (SWE)		2.47
Switzerland (SWI)		8.12
Turkey (TUR)		1.08
United Kingdom (BRI)		15.09
United States (USA)		1.22
Total Percentage		100.00	%

See notes to financial statements.

118

TRANSAMERICA PARTNERS PORTFOLIOS
PORTFOLIO OF INVESTMENTS

SUMMARY OF FOOTNOTES AND ABBREVIATIONS TO PORTFOLIOS
June 30, 2009
(Unaudited)

Footnotes:
*	Non-income producing security.
144A	Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These securities are deemed to be liquid for purposes of compliance limitations on holdings of illiquid securities and may be resold as transactions exempts from registration, normally to qualified institutional buyers.

1)	Variable rate security. The rate shown was in effect at June 30, 2009.
2)	Quarterly reset provision. The rate shown was in effect at June 30, 2009.
3)	Monthly reset provision. The rate shown was in effect at June 30, 2009.
4)	Principal amount for this security is denominated in Euros.
5)	Security is segregated as initial margin for futures contracts.
6)	Security is segregated as collateral for swap contracts and/or for swaptions.
7)	Represents a zero coupon bond which will convert to an interest bearing security at a later date.
8)	Security has been deemed illiquid pursuant to procedures approved by the Advisor and may be difficult to sell.
9)	Bond is in default.
10)	Principal amount for this security is denominated in British Pound Sterling.
11)	Floating rate security. The interest rate is subject to change semi-annually based on the London Interbank Offered Rate (“LIBOR”). The rate shown was in effect at June 30, 2009.
12)	PIK (“Payment-In-Kind”) bond. These bonds pay interest in the form of additional bonds.
13)	Security was in bankruptcy reorganization at the time of maturity. Recovery will be determined at the conclusion of the bankruptcy.
14)	Fair valued at June 30, 2009.
	Following are the market values (as determined by fair valuation) and the corresponding percentage of Portfolio net assets of all fair valued securities at June 30, 2009.

Series	Market Value		Percentage
High Quality Bond	$	4,328,140		1.08	%
Total Return Bond		186,000		0.07
High Yield Bond		4,238,236		0.80
Balanced		55,025		0.04
Small Core		—		—

Abbreviations:
ADR	American Depository Receipt.
HB	High Coupon Bonds (a.k.a “IO-ettes”) represent the right to receive interest payments on an underlying pool of mortgages with similar features as those associated with IO securities. Unlike IO’s the owner also has a right to receive a very small portion of principal. The high interest rates result from taking interest payments from other classes in the Real Estate Mortgage Investment Conduit (REMIC) trust and allocating them to the small principal of the HB class.
IO	Interest Only represents the right to receive the monthly interest payment on an underlying pool of mortgage loans. The face amount shown represents the par value on the underlying pool. The yields on these securities generally exceed yields on other mortgage- backed securities because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped. These securities are subject to accelerated principal paydowns as a result of prepayment or refinancing of the underlying pool of mortgage instruments. As a result, interest income may be reduced considerably.
REG S	Security is sold under Regulation S of the Securities Act of 1933, which governs offers and sales outside the US without registration under the Securities Act of 1933. Unless otherwise indicated, these securities have been determined to be liquid under procedures established by the Board of Trustees.
TBA	To be announced. Securities are purchased on a forward commitment basis with approximate principal amount and general stated maturity date. The actual principal amount and maturity date will be determined upon settlement when the specific mortgage pools are assigned.
	• Securities issued by companies registered outside the United States are denoted with their domestic country in parenthesis.
	• Securities designated as Supra National jurisdictions are represented by an international organization, or union, whereby member states transcend national boundaries or interests to share in the decision-making and vote on issues pertaining to the wider grouping.
	• Fixed income securities designated as “perpetual” are securities that make (or are scheduled to make) a steady payment of interest. They do not have a maturity date, and the interest payments are indefinite.
	• Footnotes and abbreviations may or may not appear in each portfolio of investments.

119

TRANSAMERICA PARTNERS PORTFOLIOS
PORTFOLIO COMPOSITION

June 30, 2009
(Unaudited)

The following charts summarize the portfolio composition of each Series by asset type.

Money Market Series
Yankee Certificates of Deposit	34.3	%
Commercial Paper	28.5
Short Term US Government Agency Securities	16.6
Short Term Corporate Notes	14.3
Time Deposit	4.0
US Treasury Securities	2.3
Repurchase Agreements/Cash Equivalents	2.3
Liabilities less other assets	(2.3	)
	100.0	%
High Quality Bond Series
Corporate Bonds and Notes	67.9	%
US Government Agency Securities	22.4
US Treasury Securities	7.1
Repurchase Agreements/Cash Equivalents	1.1
Municipal Bonds	0.9
Other assets less liabilities	0.6
	100.0	%
Inflation-Protected Securities Series
US Treasury Securities	90.5	%
Repurchase Agreements/Cash Equivalents	6.7
Corporate Bonds and Notes	0.7
US Government Agency Securities	0.2
Call Options Written	(0.2	)
Put Options Written	(0.2	)
Other assets less liabilities	2.3
	100.0	%
Core Bond Series
US Government Agency Securities	52.8	%
Corporate Bonds and Notes	51.3
US Treasury Securities	10.8
Repurchase Agreements/Cash Equivalents	6.7
Preferred Corporate Bonds and Notes	2.5
Foreign Government Obligations	1.7
Municipal Bonds	1.1
Purchased Put Options	0.2
Purchased Call Options	0.1
Put Options Written	(0.9	)
Call Options Written	(1.1	)
Securities Sold Short	(18.2	)
Liabilities less other assets	(7.0	)
	100.0	%
Total Return Bond Series
Corporate Bonds and Notes	56.8	%
US Government Agency Securities	44.1
US Treasury Securities	3.8
Preferred Corporate Bonds and Notes	2.0
Repurchase Agreements/Cash Equivalents	0.6
Foreign Government Obligations	0.3
Municipal Bonds	0.2
Preferred Stocks	0.1
Put Options Written	(0.0	)*
Call Options Written	(0.0	)*
Liabilities less other assets	(7.9	)
	100.0	%
High Yield Bond Series
Corporate Bonds and Notes	87.7	%
Loan Participations	9.3
Convertible Bonds	0.7
Repurchase Agreements/Cash Equivalents	0.6
Convertible Preferred Stocks	0.4
Preferred Stocks	0.1
Common Stocks	0.0	*
Other assets less liabilities	1.2
	100.0	%
Balanced Series
Common Stocks	60.0	%
Corporate Bonds and Notes	24.9
US Government Agency Securities	12.3
Repurchase Agreements/Cash Equivalents	5.6
Preferred Corporate Bonds and Notes	0.9
Municipal Bonds	0.6
US Treasury Securities	0.5
Preferred Stocks	0.1
Put Options Written	(0.0	)*
Call Options Written	(0.0	)*
Liabilities less other assets	(4.9	)
	100.0	%
Large Value Series
Common Stocks	98.1	%
Repurchase Agreements/Cash Equivalents	2.2
Liabilities less other assets	(0.3	)
	100.0	%

See notes to financial statements.

120

TRANSAMERICA PARTNERS PORTFOLIOS
PORTFOLIO COMPOSITION (Continued)

June 30, 2009
(Unaudited)

Value Series
Common Stocks	96.8	%
Repurchase Agreements/Cash Equivalents	1.9
Preferred Stocks	1.6
Liabilities less other assets	(0.3	)
	100.0	%
Large Core Series
Common Stocks	98.7	%
Repurchase Agreements/Cash Equivalents	1.3
Liabilities less other assets	(0.0	)*
	100.0	%
Large Growth Series
Common Stocks	97.1	%
Repurchase Agreements/Cash Equivalents	2.6
Other assets less liabilities	0.3
	100.0	%
Growth Series
Common Stocks	99.2	%
Repurchase Agreements/Cash Equivalents	0.2
Other assets less liabilities	0.6
	100.0	%
Mid Value Series
Common Stocks	96.6	%
Repurchase Agreements/Cash Equivalents	2.6
Short Term Commercial Paper	0.6
Convertible Bonds	0.0	*
Other assets less liabilities	0.2
	100.0	%
Mid Growth Series
Common Stocks	97.9	%
Repurchase Agreements/Cash Equivalents	2.7
Liabilities less other assets	(0.6	)
	100.0	%
Small Value Series
Common Stocks	97.1	%
Repurchase Agreements/Cash Equivalents	3.4
Liabilities less other assets	(0.5	)
	100.0	%
Small Core Series
Common Stocks	98.0	%
Repurchase Agreements/Cash Equivalents	1.0
Short Term US Treasury Securities	0.1
Warrants	0.0	*
Other assets less liabilities	0.9
	100.0	%
Small Growth Series
Common Stocks	98.5	%
Repurchase Agreements/Cash Equivalents	1.2
Warrants	0.0	*
Other assets less liabilities	0.3
	100.0	%
International Equity Series
Common Stocks	98.8	%
Repurchase Agreements/Cash Equivalents	1.2
Liabilities less other assets	(0.0	)*
	100.0	%

* Amount rounds to less than 0.05% or (0.05)%.

See notes to financial statements.

121

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Business

Transamerica Partners Portfolios (the “Series Portfolio”), a series trust organized on September 1, 1993 under the laws of the State of New York, is composed of eighteen different series that are, in effect, separate investment funds: the Money Market Portfolio, the High Quality Bond Portfolio, the Inflation-Protected Securities Portfolio, the Core Bond Portfolio, the Total Return Bond Portfolio, the High Yield Bond Portfolio, the Balanced Portfolio, the Large Value Portfolio, the Value Portfolio, the Large Core Portfolio, the Large Growth Portfolio, the Growth Portfolio, the Mid Value Portfolio, the Mid Growth Portfolio, the Small Value Portfolio, the Small Core Portfolio, the Small Growth Portfolio, and the International Equity Portfolio (each a “Series”). The Declaration of Trust permits the Board of Trustees to issue an unlimited number of beneficial interests in each Series. Investors in a Series (e.g., investment companies, insurance company separate accounts and common and commingled trust funds) will each be liable for all obligations of that Series (and of no other Series).

The investment objectives of each Series are as follows:

Money Market — The Series’ goal is to provide liquidity and as high a level of income as is consistent with the preservation of capital.

High Quality Bond — The Series’ goal is to provide a high risk-adjusted return while focusing on the preservation of capital.

Inflation-Protected Securities — The Series’ goal is to seek maximum real return consistent with the preservation of capital.

Core Bond — The Series’ goal is to achieve maximum total return.

Total Return Bond — The Series’ goal is to maximize long-term total return.

High Yield Bond — The Series’ goal is to provide a high level of current income.

Balanced — The Series’ goal is to provide a high total investment return through investment in a broadly diversified portfolio of stocks, bonds and money market instruments.

Large Value — The Series’ goal is to provide long-term capital appreciation through investment in a diversified portfolio of common stocks of large-capitalization companies. Current income is a secondary goal.

Value — The Series’ goal is to provide capital appreciation. Dividend income is a secondary goal.

Large Core — The Series’ goal is to provide capital appreciation and current income.

Large Growth — The Series’ goal is to provide a high level of capital appreciation through investment in a diversified portfolio of common stocks with a potential for above-average growth in earnings. Current income is a secondary goal.

Growth — The Series’ goal is to provide a high level of capital appreciation primarily through investing in a diversified portfolio of common stocks.

Mid Value — The Series’ goal is to provide a high total investment return through investments primarily in a diversified portfolio of common stocks.

Mid Growth — The Series’ goal is to provide a high total investment return through investments primarily in a diversified portfolio of common stocks.

Small Value — The Series’ goal is to provide a high total investment return through investments primarily in a diversified portfolio of common stocks.

122

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

1. Organization and Business (continued)

Small Core — The Series’ goal is to provide a high level of capital appreciation through investment in a diversified portfolio of common stocks of small to medium size companies.

Small Growth — The Series’ goal is to provide a high total investment return through investments primarily in a diversified portfolio of common stocks.

International Equity — The Series’ goal is to provide a high level of long—term capital appreciation through investment in a diversified portfolio of securities of foreign issuers.

2. Significant Accounting Policies

     A. Security Valuation:

Short-term securities having remaining maturities of 60 days or less are valued at amortized cost, which approximates market value. The amortized cost of a security is determined by valuing it at original cost and thereafter amortizing any discount or premium at a constant rate until maturity. Equity securities are valued at the official closing price or last sale price on the exchange on which they are primarily traded or at the last quoted bid price for securities in which there were no sales during the day or for unlisted securities. Portfolio securities listed on the NASDAQ National Market and NASDAQ Small Cap Market for which reliable market quotations are available are valued at the official closing price or, if there is no official closing price on that day, at the last sale price. Bonds and warrants are valued at the last available bid prices by an independent pricing service. Option contracts that are traded on commodities or securities exchanges are normally valued at the last mean price on the exchange on which they are traded; if mean prices are not available, the bid price will be used. If neither mean nor bid prices are available, a broker quote will be obtained. Futures contracts traded on commodities or securities exchanges are normally valued at the last closing price on the exchange on which they are traded. If last closing price is not available for futures contracts, a broker quote will be obtained. Swap agreements are normally valued by an independent pricing service. If the independent pricing service is not able to value a swap contract, that contract will be valued at bid price. If bid is not available, a broker quote will be obtained. When valuations are not readily available, securities will be valued at their fair market value as determined in good faith by Transamerica Asset Management, Inc.’s (“TAM”) Valuation Committee, under the supervision of the Board of Trustees. Unlisted securities are valued at the last sales price provided by an independent pricing agent or the principal market maker.

Trading in securities on most foreign exchanges and over-the counter markets is normally completed before the close of the domestic market and may also take place on days when the domestic market is closed. Events or circumstances affecting the values of portfolio securities that occur between the closing of their principal markets and the time the net asset value is determined may be reflected in the calculation of net asset value when the investment advisor deems that the particular event or circumstance would materially affect its asset value. In accordance with procedures adopted by the Board of Trustees, all Series apply fair value pricing on a daily basis for all non-US and non-Canadian equity securities held in their portfolios by utilizing the quotations of an independent pricing service, unless the Series’ investment advisor determines that use of another valuation methodology is appropriate. The pricing service uses statistical analyses and quantitative models to adjust local market prices using factors such as subsequent movement and changes in the prices of indices, securities and exchange rates in other markets, in determining fair value each day.

The Series adopted the Financial Accounting Standards Board (“FASB”) Standard No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 is designed to unify guidance for the measurement of fair value of all types of assets, including financial instruments, and certain liabilities, throughout a number of accounting standards. FAS 157 also establishes a hierarchy for measuring fair value in generally accepted accounting principles and expands financial statement disclosures about fair value measurements that are relevant to the funds.

123

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Various inputs are used in determining the value of each Series’ investments. These inputs are summarized in the three broad levels listed below:

Level 1 — Quoted prices in active markets for identical securities.

Level 2 — Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — Significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not an indication of the risks associated with investing in those securities.

Following is a summary of the inputs used to value each Series’ net assets as of June 30, 2009.

For fair valuations using significant unobservable inputs, FAS 157 requires a reconciliation of the beginning to ending balances for reported market values that represents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in/out of the Level 3 category during the period.

In accordance with this requirement, a reconciliation is provided for each applicable Series for the period ended June 30, 2009.

Money Market Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
US Treasury Note	$	—	$	28,514,603	$	—	$	28,514,603
Commercial Paper		—		351,869,529		—		351,869,529
Yankee Certificates of Deposit		—		422,742,126		—		422,742,126
Short Term Us Government Agency Securities		—		204,231,994		—		204,231,994
Short Term Corporate Notes		—		176,390,044		—		176,390,044
Time Deposit		—		49,850,000		—		49,850,000
Repurchase Agreements		—		28,836,884		—		28,836,884
Total	$	—	$	1,262,435,180	$	—	$	1,262,435,180

124

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

High Quality Bond Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Fixed Income — Asset-Backed Security	$	—	$	106,351,582	$	3,800,294	$	110,151,876
Fixed Income — Consumer Discretionary		—		3,166,732		—		3,166,732
Fixed Income — Consumer Staples		—		7,991,017		—		7,991,017
Fixed Income — Financials		—		83,136,632		—		83,136,632
Fixed Income — Industrials		—		2,385,342		—		2,385,342
Fixed Income — Information Technology		—		2,996,775		—		2,996,775
Fixed Income — Materials		—		1,889,802		—		1,889,802
Fixed Income — Mortgage-Backed Security		—		48,274,244		—		48,274,244
Fixed Income — Telecommunication Services		—		9,213,006		—		9,213,006
Fixed Income — U.S. Government Agency Obligation		—		89,897,140		—		89,897,140
Fixed Income — U.S. Government Obligation		—		28,600,924		—		28,600,924
Fixed Income — Utilities		—		6,798,472		—		6,798,472
Cash & Cash Equivalent — Repurchase Agreement		—		4,604,867		—		4,604,867
Total	$	—	$	395,306,535	$	3,800,294	$	399,106,829

Level 3 Rollforward:

	Beginning							Total		Total					Ending
Investment	Balance at		Net			Accrued		Realized		Unrealized			Net Transfers		Balance at
Securities	12/31/2008		Purchases/(Sales)			Discounts/(Premiums)		Gain/(Loss)		Appreciation/(Depreciation)			In/(Out) of Level 3		06/30/2009
Fixed Income — Asset-Backed Security	$	—	$	(1,015,515	)	$	121	$	10,949	$	(275,261	)	$	5,080,000	$	3,800,294

Inflation-Protected Securities Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Fixed Income — Asset-Backed Security	$	—	$	115,613	$	—	$	115,613
Fixed Income — Financials		—		1,599,348		—		1,599,348
Fixed Income — Mortgage-Backed Security		—		656,117		—		656,117
Fixed Income — U.S. Government Agency Obligation		—		844,967		—		844,967
Fixed Income — U.S. Government Obligation		—		327,421,304		—		327,421,304
Cash & Cash Equivalent — Repurchase Agreement		—		24,097,428		—		24,097,428
Total	$	—	$	354,734,777	$	—	$	354,734,777

Other Financial Instruments,*	Level 1		Level 2		Level 3		Total
Forward Contracts	$	—	$	76,698	$	—	$	76,698
Interest Rate Swaps		—		93,847		—		93,847
Futures		—		371,992		—		371,992
Written Swaptions		—		9,996		—		9,996
Total	$	—	$	552,533	$	—	$	552,533

* Other financial instruments are valued at unrealized appreciation (depreciation).

125

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Core Bond Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Derivative	$	—	$	4,930,554	$	—	$	4,930,554
Fixed Income — Asset-Backed Security		—		398,124,493		—		398,124,493
Fixed Income — Consumer Discretionary		—		5,071,921		—		5,071,921
Fixed Income — Consumer Staples		—		10,102,982		—		10,102,982
Fixed Income — Energy		—		29,026,905		—		29,026,905
Fixed Income — Financials		—		227,275,695		—		227,275,695
Fixed Income — Foreign Government Obligation		—		24,608,363		—		24,608,363
Fixed Income — Health Care		—		30,097,611		—		30,097,611
Fixed Income — Industrials		—		13,883,245		—		13,883,245
Fixed Income — Information Technology		—		33,940,509		—		33,940,509
Fixed Income — Materials		—		5,600,815		—		5,600,815
Fixed Income — Municipal Government Obligation		—		16,872,052		—		16,872,052
Fixed Income — Telecommunication Services		—		53,673,798		—		53,673,798
Fixed Income — U.S. Government Agency Obligation		—		756,708,654		—		756,708,654
Fixed Income — U.S. Government Obligation		—		158,514,939		—		158,514,939
Fixed Income — Utilities		—		8,521,725		—		8,521,725
Cash & Cash Equivalent — Repurchase Agreement		—		99,090,576		—		99,090,576
Total	$	—	$	1,876,044,837	$	—	$	1,876,044,837

Other Financial Instruments,*	Level 1		Level 2			Level 3		Total
Forward Contracts	$	—	$	(430,511	)	$	—	$	(430,511	)
Interest Rate Swaps		—		6,336,883			—		6,336,883
Credit Default Swaps		—		353,644			—		353,644
Written Swaptions		—		(940,826	)		—		(940,826	)
Futures		—		452,303			—		452,303
Written Options		—		166,728			—		166,728
Total	$	—	$	5,938,221		$	—	$	5,938,221

Securities Sold Short*	Level 1		Level 2			Level 3		Total
Fixed Income — U.S. Government Agency Obligation	$	—	$	(508,928	)	$	—	$	(508,928	)

* Other financial instruments are valued at unrealized appreciation (depreciation).

126

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Total Return Bond Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Financials	$	242,955	$	—	$	—	$	242,955
Fixed Income — Asset-Backed Security		—		14,168,633		—		14,168,633
Fixed Income — Consumer Discretionary		—		6,394,920		—		6,394,920
Fixed Income — Consumer Staples		—		3,163,017		—		3,163,017
Fixed Income — Energy		—		23,545,929		—		23,545,929
Fixed Income — Financials		—		38,934,542		186,000		39,120,542
Fixed Income — Foreign Government Obligation		—		707,477		—		707,477
Fixed Income — Health Care		—		3,016,337		—		3,016,337
Fixed Income — Industrials		—		2,562,635		—		2,562,635
Fixed Income — Information Technology		—		387,100		—		387,100
Fixed Income — Materials		—		6,081,444		—		6,081,444
Fixed Income — Mortgage-Backed Security		—		36,140,915		—		36,140,915
Fixed Income — Municipal Government Obligation		—		439,208		—		439,208
Fixed Income — Telecommunication Services		—		10,026,904		—		10,026,904
Fixed Income — U.S. Government Agency Obligation		—		112,873,719		—		112,873,719
Fixed Income — U.S. Government Obligation		—		9,685,890		—		9,685,890
Fixed Income — Utilities		—		7,110,919		—		7,110,919
Cash & Cash Equivalent — Repurchase Agreement		—		1,416,448		—		1,416,448
Total	$	242,955	$	276,656,037	$	186,000	$	277,084,992

Other Financial Instruments*	Level 1		Level 2			Level 3		Total
Forward Contracts	$	—	$	(96,082	)	$	—	$	(96,082	)
Futures		—		371,007			—		371,007
Written Options		—		89,138			—		89,138
Total	$	—	$	364,063		$	—	$	364,063

Level 3 Rollforward:

	Beginning								Total					Ending
	Balance		Net		Accrued		Total Realized		Unrealized		Net Transfers			Balance at
Securities	at 12/31/2008		Purchases/(Sales)		Discounts/(Premiums)		Gain/(Loss)		Appreciation/(Depreciation)		In/(Out) of Level 3			06/30/2009
Fixed Income — Financials	$	144,000	$	—	$	5,491	$	—	$	36,509	$	—		$	186,000
Equities — Financials		1,821,661		—		—		—		—		(1,821,661	)		—
Total	$	1,965,661	$	—	$	5,491	$	—	$	36,509	$	(1,821,661	)	$	186,000

* Other financial instruments are valued at unrealized appreciation (depreciation).

127

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

High Yield Bond Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Consumer Discretionary	$	—	$	—	$	12,055	$	12,055
Equities — Energy		1,362,131		—		—		1,362,131
Equities — Industrials		70,829		—		—		70,829
Equities — Telecommunication Services		893,011		—		—		893,011
Equities — Utilities		—		—		56		56
Fixed Income — Asset-Backed Security		—		315,524		—		315,524
Fixed Income — Consumer Discretionary		—		158,647,441		4,180,581		162,828,022
Fixed Income — Consumer Staples		—		34,498,094		—		34,498,094
Fixed Income — Energy		—		47,840,780		—		47,840,780
Fixed Income — Financials		—		40,934,055		—		40,934,055
Fixed Income — Health Care		—		40,215,603		—		40,215,603
Fixed Income — Industrials		—		55,888,539		72		55,888,611
Fixed Income — Information Technology		—		23,900,596		—		23,900,596
Fixed Income — Materials		—		47,165,109		—		47,165,109
Fixed Income — Telecommunication Services		—		50,242,286		—		50,242,286
Fixed Income — Utilities		—		14,622,493		—		14,622,493
Investment Company — Financials		—		—		67,445		67,445
Cash & Cash Equivalent — Repurchase Agreement		—		2,968,343		—		2,968,343
Total	$	2,325,971	$	517,238,863	$	4,260,209	$	523,825,043

Level 3 Rollforward:

	Beginning									Total			Net Transfers		Ending
	Balance at		Net			Accrued		Total Realized		Unrealized			In/(Out) of		Balance at
Securities	12/31/2008		Purchases/(Sales)			Discounts/(Premiums)		Gain/(Loss)		Appreciation/(Depreciation)			Level 3		06/30/2009
Equities — Consumer Discretionary	$	14,313	$	—		$	—	$	—	$	(2,258	)	$	—	$	12,055
Equities — Utilities		177		—			—		—		(121	)		—		56
Fixed Income — Consumer Discretionary		4,719,475		(464,798	)		3,648		23,195		(100,939	)		—		4,180,581
Fixed Income — Industrials		72		—			—		—		—			—		72
Investment Company — Financials		47,212		—			—		—		20,233			—		67,445
Total	$	4,781,249	$	(464,798	)	$	3,648	$	23,195	$	(83,085	)	$	—	$	4,260,209

Balanced Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Consumer Discretionary	$	8,779,386	$	—	$	—	$	8,779,386

128

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Consumer Staples		18,264,947		—		—		18,264,947
Equities — Energy		11,393,177		—		—		11,393,177
Equities — Financials		12,513,868		—		—		12,513,868
Equities — Health Care		12,295,784		—		—		12,295,784
Equities — Industrials		7,704,764		—		—		7,704,764
Equities — Information Technology		9,050,333		—		—		9,050,333
Equities — Materials		1,802,895		—		—		1,802,895
Equities — Telecommunication Services		4,285,250		—		—		4,285,250
Equities — Utilities		2,555,667		—		—		2,555,667
Fixed Income — Asset-Backed Security		—		14,607,542		—		14,607,542
Fixed Income — Consumer Discretionary		—		1,179,817		—		1,179,817
Fixed Income — Consumer Staples		—		630,617		—		630,617
Fixed Income — Energy		—		4,461,824		—		4,461,824
Fixed Income — Financials		—		7,924,295		55,025		7,979,320
Fixed Income — Health Care		—		852,733		—		852,733
Fixed Income — Industrials		—		1,946,677		—		1,946,677
Fixed Income — Information Technology		—		1,113,814		—		1,113,814
Fixed Income — Materials		—		143,190		—		143,190
Fixed Income — Municipal Government Obligation		—		941,917		—		941,917
Fixed Income — Telecommunication Services		—		2,662,026		—		2,662,026
Fixed Income — U.S. Government Agency Obligation		—		18,119,263		—		18,119,263
Fixed Income — U.S. Government Obligation		—		712,641		—		712,641
Fixed Income — Utilities		—		2,610,855		—		2,610,855
Cash & Cash Equivalent — Repurchase Agreement		—		8,313,730		—		8,313,730
Total	$	88,646,071	$	66,220,941	$	55,025	$	154,922,037

Other Financial Instruments*	Level 1		Level 2			Level 3		Total
Futures	$	—	$	272,452		$	—	$	272,452
Forward Contracts		—		(22,280	)		—		(22,280	)
Written Options		—		(6,968	)		—		(6,968	)
Total	$	—	$	243,204		$	—	$	243,204

Balanced Series (continued)

Level 3 Rollforward:

	Beginning								Total					Ending
	Balance		Net		Accrued		Total Realized		Unrealized		Net Transfers			Balance at
Securities	at 12/31/2008		Purchases/(Sales)		Discounts/(Premiums)		Gain/(Loss)		Appreciation/(Depreciation)		In/(Out) of Level 3			06/30/2009
Fixed Income — Financials	$	42,600	$	—	$	6,450	$	—	$	5,975	$	—		$	55,025
Equities — Financials		895,184		—		—		—		—		(895,184	)		—
Total	$	937,784	$	—	$	6,450	$	—	$	5,975	$	(895,184	)	$	55,025

129

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

* Other financial instruments are valued at unrealized appreciation (depreciation).

Large Value Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Consumer Discretionary	$	106,894,242	$	—	$	—	$	106,894,242
Equities — Consumer Staples		75,121,830		—		—		75,121,830
Equities — Energy		224,459,229		—		—		224,459,229
Equities — Financials		268,201,741		—		—		268,201,741
Equities — Health Care		127,381,295		—		—		127,381,295
Equities — Industrials		116,647,033		—		—		116,647,033
Equities — Information Technology		67,232,649		—		—		67,232,649
Equities — Materials		32,720,738		—		—		32,720,738
Equities — Telecommunication Services		74,427,092		—		—		74,427,092
Equities — Utilities		84,832,798		—		—		84,832,798
Cash & Cash Equivalent — Repurchase Agreement		—		26,800,488		—		26,800,488
Total	$	1,177,918,647	$	26,800,488	$	—	$	1,204,719,135

Value Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Consumer Discretionary	$	3,132,531	$	—	$	—	$	3,132,531
Equities — Consumer Staples		4,744,567		—		—		4,744,567
Equities — Energy		2,044,572		—		—		2,044,572
Equities — Financials		12,891,208		—		—		12,891,208
Equities — Health Care		4,603,979		—		—		4,603,979
Equities — Industrials		5,541,232		—		—		5,541,232
Equities — Information Technology		7,108,828		—		—		7,108,828
Equities — Materials		1,361,548		—		—		1,361,548
Equities — Telecommunication Services		917,979		—		—		917,979
Equities — Utilities		3,247,885		—		—		3,247,885
Cash & Cash Equivalent — Repurchase Agreement		—		883,119		—		883,119
Total	$	45,594,329	$	883,119	$	—	$	46,477,448

Large Core Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Consumer Discretionary	$	28,444,276	$	—	$	—	$	28,444,276
Equities — Consumer Staples		26,875,635		—		—		26,875,635
Equities — Energy		28,441,381		—		—		28,441,381
Equities — Financials		32,526,577		—		—		32,526,577
Equities — Health Care		33,949,065		—		—		33,949,065
Equities — Industrials		23,246,161		—		—		23,246,161

130

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Information Technology		47,313,935		—		—		47,313,935
Equities — Materials		8,749,222		—		—		8,749,222
Equities — Telecommunication Services		7,631,793		—		—		7,631,793
Equities — Utilities		9,253,605		—		—		9,253,605
Cash & Cash Equivalent — Repurchase Agreement		—		3,343,117		—		3,343,117
Total	$	246,431,650	$	3,343,117	$	—	$	249,774,767

Other Financial Instruments*	Level 1		Level 2			Level 3		Total
Futures	$	—	$	(7,096	)	$	—	$	(7,096	)

* Other financial instruments are valued at unrealized appreciation (depreciation).

Large Growth Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Consumer Discretionary	$	122,984,353	$	—	$	—	$	122,984,353
Equities — Consumer Staples		73,174,507		—		—		73,174,507
Equities — Energy		90,804,067		—		—		90,804,067
Equities — Financials		113,647,809		—		—		113,647,809
Equities — Health Care		90,168,001		—		—		90,168,001
Equities — Industrials		120,225,452		—		—		120,225,452
Equities — Information Technology		393,694,165		—		—		393,694,165
Equities — Materials		58,283,717		—		—		58,283,717
Equities — Telecommunication Services		19,633,633		—		—		19,633,633
Equities — Utilities		2,474,070		—		—		2,474,070
Cash & Cash Equivalent — Repurchase Agreement		—		29,407,920		—		29,407,920
Total	$	1,085,089,774	$	29,407,920	$	—	$	1,114,497,694

Growth Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Consumer Discretionary	$	26,350,565	$	—	$	—	$	26,350,565
Equities — Consumer Staples		9,462,451		—		—		9,462,451
Equities — Energy		11,929,780		—		—		11,929,780
Equities — Financials		12,594,099		—		—		12,594,099
Equities — Health Care		23,632,799		—		—		23,632,799
Equities — Industrials		8,264,795		—		—		8,264,795
Equities — Information Technology		73,949,413		—		—		73,949,413
Equities — Materials		12,435,666		—		—		12,435,666
Equities — Telecommunication Services		4,052,821		—		—		4,052,821

131

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Investment Securities	Level 1		Level 2		Level 3		Total
Cash & Cash Equivalent — Repurchase Agreement		—		307,387		—		307,387
Total	$	182,672,389	$	307,387	$	—	$	182,979,776

Mid Value Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Consumer Discretionary	$	77,232,630	$	—	$	—	$	77,232,630
Equities — Consumer Staples		34,389,141		—		—		34,389,141
Equities — Energy		40,891,089		—		—		40,891,089
Equities — Financials		124,569,162		—		—		124,569,162
Equities — Health Care		61,310,531		—		—		61,310,531
Equities — Industrials		89,470,802		—		—		89,470,802
Equities — Information Technology		103,600,641		—		—		103,600,641
Equities — Materials		37,453,183		—		—		37,453,183
Equities — Telecommunication Services		9,302,986		—		—		9,302,986
Equities — Utilities		59,188,042		—		—		59,188,042
Fixed Income — Telecommunication Services		—		247,235		—		247,235
Cash & Cash Equivalent — Financials		—		4,200,000		—		4,200,000
Cash & Cash Equivalent — Repurchase Agreement		—		17,340,169		—		17,340,169
Total	$	637,408,207	$	21,787,404	$	—	$	659,195,611

Mid Growth Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Consumer Discretionary	$	44,124,035	$	—	$	—	$	44,124,035
Equities — Consumer Staples		6,385,945		—		—		6,385,945
Equities — Energy		14,882,351		—		—		14,882,351
Equities — Financials		22,079,909		—		—		22,079,909
Equities — Health Care		26,838,476		—		—		26,838,476
Equities — Industrials		26,855,192		—		—		26,855,192
Equities — Information Technology		66,854,431		—		—		66,854,431
Equities — Materials		7,054,879		—		—		7,054,879
Equities — Telecommunication Services		3,633,962		—		—		3,633,962
Cash & Cash Equivalent — Repurchase Agreement		—		5,939,419		—		5,939,419
Total	$	218,709,180	$	5,939,419	$	—	$	224,648,599

Small Value Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Consumer Discretionary	$	18,238,415	$	—	$	—	$	18,238,415

132

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Consumer Staples		4,155,781		—		—		4,155,781
Equities — Energy		11,525,328		—		—		11,525,328
Equities — Financials		38,743,355		—		—		38,743,355
Equities — Health Care		10,080,164		—		—		10,080,164
Equities — Industrials		28,258,626		—		—		28,258,626
Equities — Information Technology		11,927,619		—		—		11,927,619
Equities — Materials		3,722,113		—		—		3,722,113
Equities — Telecommunication Services		553,516		—		—		553,516
Equities — Utilities		8,184,219		—		—		8,184,219
Cash & Cash Equivalent — Repurchase Agreement		—		4,796,774		—		4,796,774
Total	$	135,389,136	$	4,796,774	$	—	$	140,185,910

Small Core Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Consumer Discretionary	$	46,084,906	$	—	$	—	$	46,084,906
Equities — Consumer Staples		11,294,809		—		—		11,294,809
Equities — Energy		13,063,519		—		—		13,063,519
Equities — Financials		60,104,815		—		—		60,104,815
Equities — Health Care		45,456,084		—		—		45,456,084
Equities — Industrials		50,866,033		—		—		50,866,033
Equities — Information Technology		53,261,822		—		—		53,261,822
Equities — Materials		11,521,190		—		—		11,521,190
Equities — Telecommunication Services		3,786,529		—		—		3,786,529
Equities — Utilities		12,092,421		—		—		12,092,421
Cash & Cash Equivalent — Repurchase Agreement		—		3,217,403		—		3,217,403
Cash & Cash Equivalent — Short-Term U.S. Government Obligation		—		429,856		—		429,856
Total	$	307,532,128	$	3,647,259	$	—	$	311,179,387

Other Financial Instruments*	Level 1		Level 2			Level 3		Total
Futures	$	—	$	(6,776	)	$	—	$	(6,776	)

* Other financial instruments are valued at unrealized appreciation (depreciation).

Small Growth Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Consumer Discretionary	$	25,065,936	$	—	$	—	$	25,065,936
Equities — Consumer Staples		4,876,039		—		—		4,876,039

133

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Energy		7,123,412		—		—		7,123,412
Equities — Financials		10,146,851		—		—		10,146,851
Equities — Health Care		25,100,873		—		—		25,100,873
Equities — Industrials		31,951,211		—		—		31,951,211
Equities — Information Technology		43,082,658		—		—		43,082,658
Equities — Materials		4,076,456		—		—		4,076,456
Equities — Telecommunication Services		1,784,150		—		—		1,784,150
Equities — Utilities		902,967		—		—		902,967
Cash & Cash Equivalent — Repurchase Agreement		—		1,800,577		—		1,800,577
Total	$	154,110,553	$	1,800,577	$	—	$	155,911,130

International Equity Series

Valuation Summary:

Investment Securities	Level 1		Level 2		Level 3		Total
Equities — Consumer Discretionary	$	126,343,684	$	—	$	—	$	126,343,684
Equities — Consumer Staples		87,549,177		—		—		87,549,177
Equities — Energy		49,243,101		—		—		49,243,101
Equities — Financials		257,288,879		—		—		257,288,879
Equities — Health Care		122,794,503		—		—		122,794,503
Equities — Industrials		83,472,318		—		—		83,472,318
Equities — Information Technology		104,304,420		—		—		104,304,420
Equities — Materials		48,427,419		—		—		48,427,419
Equities — Telecommunication Services		85,982,411		—		—		85,982,411
Equities — Utilities		22,887,217		—		—		22,887,217
Cash & Cash Equivalent — Repurchase Agreement		—		12,209,573		—		12,209,573
Total	$	988,293,129	$	12,209,573	$	—	$	1,000,502,702

Other Financial Instruments*	Level 1		Level 2			Level 3		Total
Forward Contracts	$	—	$	(110,737	)	$	—	$	(110,737	)

* Other financial instruments are valued at unrealized appreciation (depreciation).

     B. Repurchase Agreements:

Each Series, along with other affiliated entities of the investment advisor, may enter into repurchase agreements with financial institutions deemed to be creditworthy by the Series’ investment advisor, subject to the seller’s agreement to repurchase and the Series agreement to resell such securities at a mutually agreed upon price. Securities purchased subject to repurchase agreements are segregated at the custodian and, pursuant to the terms of the repurchase agreements, must have an aggregate market value greater than or equal to 102% for domestic securities and 105% for international securities of the repurchase price at all times. If the value of the underlying securities falls below the value of the repurchase price, the Series will require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met or the seller

134

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

defaults on its repurchase obligation, the Series maintains the right to sell the underlying securities at market value and may claim any resulting loss against the seller. However, in the event of default or bankruptcy by the seller, realization and/or retention of the collateral may be subject to legal proceedings.

     C. Foreign Currency Translation:

The accounting records of each Series are maintained in US dollars. The market values of foreign securities, currency holdings and other assets and liabilities denominated in a foreign currency are translated to US dollars based on the prevailing exchange rates each business day. Income, expenses, purchases, and sales of investment securities denominated in foreign currencies are translated at prevailing exchange rates when accrued or incurred.

None of the Series isolates realized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gains or losses on securities. Net realized gains and losses on foreign currency transactions represent net foreign exchange gains and losses on disposition of foreign currencies and foreign currency forward and spot contracts, and the difference between the amount of investment income receivable and foreign withholding taxes payable recorded on each Series’ books and the US dollar equivalent of amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities (other than investments in securities) and foreign currency forward and spot contracts, resulting from changes in the prevailing exchange rates.

     D. Foreign Currency Forward, Spot, and Cross Currency Contracts:

Each Series, with the exception of the Money Market Series, may enter into foreign currency forward contracts, spot, and cross currency contracts in connection with settling planned purchases or sales of securities or to hedge the currency exposure associated with those Series that participate in such contracts. A foreign currency forward contract is an agreement between two parties to buy and sell a currency at a set price on a future date. A spot contract is also an agreement to buy and sell a currency, but will settle within a week or less from the date it is entered into. The market value of a foreign currency forward, spot, or cross currency contract fluctuates with changes in forward currency exchange rates. Foreign currency forward, spot, and cross currency contracts are marked to market daily and the change in value is recorded by the Series as an unrealized foreign exchange gain or loss. When a foreign currency forward, spot, or cross currency contract is extinguished, through delivery or by entering into another offsetting foreign currency forward, spot, or cross currency contract, the Series records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was extinguished. In addition, the Series could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if the value of the currency changes unfavorably to the US dollar.

As of June 30, 2009, the Inflation-Protected Securities Series, Core Bond Series, Total Return Bond Series, Balanced Series, and International Equity Series each had outstanding foreign currency forward contracts as listed in Note 7.

     E. Written Options:

Each Series, with the exception of the Money Market Series, may write or purchase options for the purpose of either hedging its exposure to the market fluctuations of the portfolio, or an individual security position. When a Series writes an option, an amount equal to the premium received by the Series is recorded as an asset and corresponding liability. The amount of the liability is adjusted daily to reflect the current market value of the written option and the change is recorded in a corresponding unrealized gain or loss account. These options are settled for cash and subject the Series to unknown risk of loss. The Series, however, are not subject to credit risk

135

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

on written options, as the counterparty has already performed its obligation by paying the premium at the inception of the contract. When a written option expires on its stipulated expiration date, or when a closing transaction is entered into, the related liability is extinguished and the Series realizes a gain or loss contingent on whether the cost of the closing transaction exceeds the premium received when the option was written.

Transactions in options written for the period ended June 30, 2009 were as follows:

	Inflation-Protected
	Securities				Core Bond
	Number of				Number of
	Contracts		Premiums		Contracts			Premiums
Written call options outstanding at December 31, 2008		—	$	—		55,600,000		$	2,789,320
Call options written		14,700,000		740,145		339,200,000			16,511,800
Call options terminated in closing purchase transactions		—		—		(89,700,000	)		(4,573,875	)
Call options expired		—		—		—			—
Written call options outstanding at June 30, 2009		14,700,000	$	740,145		305,100,000		$	14,727,245
Written put options outstanding at December 31, 2008		—	$	—		55,600,000		$	2,789,320
Put options written		14,700,000		740,145		339,202,375			17,949,715
Put options terminated in closing purchase transactions		—		—		(89,700,731	)		(5,051,833	)
Put options expired		—		—		(1,518	)		(732,197	)
Written put options outstanding at June 30, 2009		14,700,000	$	740,145		305,100,126		$	14,955,005

136

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

	Total Return Bond						Balanced
	Number of						Number of
	Contracts			Premiums			Contracts			Premiums
Written call options outstanding at December 31, 2008		364		$	299,434			106		$	86,010
Call options written		439			242,740			89			48,947
Call options terminated in closing purchase transactions		(613	)		(445,954	)		(152	)		(111,591	)
Call options expired		(116	)		(56,084	)		(38	)		(19,239	)
Written call options outstanding at June 30, 2009		74		$	40,136			5		$	4,127
Written put options outstanding at December 31, 2008		496		$	490,812			122		$	119,957
Put options written		684			652,575			142			135,186
Put options terminated in closing purchase transactions		(1,043	)		(1,021,304	)		(236	)		(230,194	)
Put options expired		—			—			—			—
Written put options outstanding at June 30, 2009		137		$	122,083			28		$	24,949

     F. Futures Contracts:

Each Series, with the exception of the Money Market Series, may enter into futures contracts for the purpose of hedging its existing portfolio securities, or securities that the Series intends to purchase, against fluctuations in market value caused by changes in prevailing market or interest rates. During the period the futures contract is open, changes in the value of the contract are recognized as unrealized gains or losses by “marking to market” on a daily basis to reflect the daily market value of the contract.

Variation margin payments are received or made by each Series each day, depending upon the daily fluctuations in the market value of the underlying instrument. Each Series recognizes an unrealized gain or loss equal to the daily variation margin. When the contract is closed, the Series records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the basis in the contract.

Should market conditions move unexpectedly, the Series may not achieve the anticipated benefits of the futures contracts and may realize a loss. The use of futures transactions involves the risk of imperfect correlation in movements in the price of futures contracts, interest rates, and the underlying hedged assets. These contracts may involve market risk in excess of the unrealized gains or losses reflected in the Series’ Statements of Assets and Liabilities.

Use of long futures contracts subjects the Series to risk of loss in excess of amounts shown on the Statement of Assets and Liabilities up to the notional value of the futures contracts. Use of short futures contracts subjects the Series to unlimited risk of loss. The Series may enter into futures contracts on exchanges or boards of trade. In that case, the exchange or board of trade acts as the counterparty to each futures transaction; therefore, the Series’ credit risk is limited to failure of the exchange or board of trade.

137

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Open futures contracts as of June 30, 2009:

				Value as of		Net Unrealized
	Number of			June 30,		Appreciation/
Series	Contracts	Description	Expiration Date	2009		(Depreciation)
Inflation-Protected Securities	36 Long	German Euro-Bobl Future	September 2009	$	5,830,522	$	45,970
	160 Long	US Treasury Note 5 Year Future	September 2009		18,355,000		(108,110	)
	220 Long	US Treasury Note 10 Year Future	September 2009		25,578,438		428,676
	75 Short	US Treasury Bond 30 Year Future	September 2009		8,876,953		(103,350	)
	451 Short	US Treasury Note 2 Year Future	September 2009		97,514,656		108,806
						$	371,992
Core Bond	53 Long	German Euro-Bobl Future	September 2009	$	9,002,420	$	161,226
	28 Long	UK Long Gilt Future	September 2009		5,439,425		10,761
	18 Long	US Treasury Note 2 Year Future	September 2009		3,891,938		523
	261 Long	US Treasury Note 5 Year Future	September 2009		29,941,594		185,916
	985 Long	US Treasury Note 10 Year Future	September 2009		114,521,641		93,877
						$	452,303
Total Return Bond	120 Long	90 Day Euro Future	December 2009	$	29,728,500	$	106,647
	211 Long	90 Day Euro Future	March 2010		52,130,187		190,450
	45 Long	90 Day Euro Future	June 2010		11,076,188		51,185
	19 Long	US Treasury Bond 30 Year Future	September 2009		2,248,828		29,008
	12 Long	US Treasury Note 2 Year Future	September 2009		2,594,625		(7,569	)
	224 Long	US Treasury Note 10 Year Future	September 2009		26,043,500		195,789
	39 Short	German Euro Bund Future	September 2009		6,624,422		(125,480	)
	92 Short	US Treasury Note 5 Year Future	September 2009		10,554,125		(69,023	)
						$	371,007
Balanced	42 Long	S&P 500 Emini Future	September 2009	$	1,922,550	$	(2,112	)
	23 Long	90 Day Euro Future	December 2009		5,697,962		20,759
	44 Long	90 Day Euro Future	March 2010		10,870,750		39,002
	7 Long	90 Day Euro Future	June 2010		1,722,962		8,056
	9 Long	US Treasury Bond 30 Year Future	September 2009		1,065,234		522
	6 Long	US Treasury Note 2 Year Future	September 2009		1,297,312		(3,793	)
	62 Long	US Treasury Note 5 Year Future	September 2009		7,112,562		91,752
	80 Long	US Treasury Note 10 Year Future	September 2009		9,301,250		73,257
	9 Short	German Euro Bund Future	September 2009		1,528,713		(28,957	)
	84 Short	US Treasury Note 5 Year Future	September 2009		9,636,375		73,966
						$	272,452
Large Core	1 Long	NASDAQ 100 Future	September 2009	$	147,625	$	(1,854	)
	1 Long	S&P 500 Future	September 2009		228,875		(5,242	)
						$	(7,096	)

138

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

				Value as of		Net Unrealized
	Number of			June 30,		Appreciation/
Series	Contracts	Description	Expiration Date	2009		(Depreciation)
Small Core	34 Long	Russell 2000 Future	September 2009	$	1,724,480	$	(6,776	)

The Inflation-Protected Securities Series, Core Bond Series, Total Return Bond Series, Balanced Series, Large Core Series, and Small Core Series have segregated securities as collateral for their respective open futures contracts. The segregated securities are identified within each Series’ portfolio of investments. In addition, the Total Return Bond Series has segregated $1,992,027 of cash, and the Balanced Series has segregated $800,004 of cash as collateral for their respective open futures contracts.

     G. Swap Agreements:

Each Series, with the exception of the Money Market Series, may engage in various swap transactions including interest rate, currency exchange rate, equity index, credit default and total return swap agreements, for hedging purposes, or as alternatives to direct investments.

An interest rate swap involves a Series and another party, and each agrees to exchange interest earned with respect to a notional amount of principal. An interest rate swap typically involves the exchange of a fixed rate payment for a floating rate payment. A currency rate swap involves two parties who agree to sell each other a foreign currency and commit to exchanging the principal amount at a specified future date. An equity index swap represents an exchange of cash flow streams, one typically based on a reference interest rate; the other on the performance of a stock or stock market index. A credit default swap involves the payment of a premium by a buyer for protection against a specified credit risk or event, such as default. Should a default occur, the protection seller can either accept delivery of the defaulted security or pay the buyer a cash settlement. If a Series is a protection buyer and no event occurs, the Series may receive or recover nothing. If a Series is a protection seller it will receive premium payments (if there is no event) and generally receives an upfront payment as well. A Series will only enter into credit default swaps with parties that meet certain levels of creditworthiness as assessed by the subadvisor. In a total return swap, one party receives interest payments on a referenced asset or index plus any capital gains or losses over the payment period, while the other receives a specified cash flow based on the same notional amount.

Swaps can expose a Series to credit or market risk due to unfavorable changes in interest rates or a change in value of underlying securities or indices. In addition, there is a possibility that there will not be a liquid market for the agreements, or that a counterparty may default on its obligation.

Premiums paid or received by a Series are recorded as unrealized appreciation/depreciation in the Statement of Operations. Contracts are marked to market daily based on valuations supplied by a dealer or broker. Changes in value, including accruals of periodic amounts of interest to be paid or received on swaps, are reported as unrealized appreciation/(depreciation). A realized gain or loss is recorded upon payment or receipt of a periodic payment or termination of the swap agreements. Notional principal amounts are used to express the extent of involvement in these transactions, but the amounts potentially subject to credit risk are much smaller.

From time to time, a Series will receive short term, highly liquid investments as collateral pledged for various swap agreements from brokers.

During the period ended June 30, 2009, the Inflation-Protected Securities Series and Core Bond Series entered into interest rate swaps and/or credit default swaps.

139

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Outstanding swap agreements as of June 30, 2009:

Inlfation-Protected Securities Series

Interest Rate Swaps:

	Payments made by	Payments Received
Swap Counterparty	the Series	by the Series	Termination Date		Notional Amount		Value
Deutsche Bank AG	3 month LIBOR	1.60% semi-annual		02/04/11	$	20,200,000	$	190,965
Deutsche Bank AG	3 month LIBOR	1.41% semi-annual		06/08/11		55,300,000		(66,076	)
Goldman Sachs Bank USA	2.43% semi-annual	3 month LIBOR		04/09/14		7,800,000		141,851
Goldman Sachs Bank USA	3.89% semi-annual	3 month LIBOR		06/05/19		12,500,000		(172,893	)
							$	93,847

Core Bond Series

Interest Rate Swaps:

	Payments made by	Payments Received
Swap Counterparty	the Series	by the Series	Termination Date		Notional Amount		Value
Citigroup Global Markets, NA, New York	3 month LIBOR	5.27% semi-annual		08/06/12	$	74,800,000	$	8,323,050
Citigroup Global Markets, NA, New York	3 month LIBOR	3.26% semi-annual		06/09/14		50,300,000		798,621
Citigroup Global Markets, NA, New York	3 month LIBOR	3.22% semi-annual		05/15/19		16,100,000		(670,928	)
Citigroup Global Markets, NA, New York	3 month LIBOR	3.73% semi-annual		06/02/19		10,500,000		1,851
Citigroup Global Markets, NA, New York	3 month LIBOR	3.94% semi-annual		06/03/19		21,100,000		381,642
Citigroup Global Markets, NA, New York	2.43% semi-annual	3 month LIBOR		04/09/14		15,900,000		285,398
Citigroup Global Markets, NA, New York	2.48% semi-annual	3 month LIBOR		04/08/14		7,000,000		109,340
Citigroup Global Markets, NA, New York	2.53% semi-annual	3 month LIBOR		03/16/14		30,600,000		249,521
Citigroup Global Markets, NA, New York	2.93% semi-annual	3 month LIBOR		06/30/14		32,100,000		(46,866	)
Citigroup Global Markets, NA, New York	2.95% semi-annual	3 month LIBOR		06/01/14		33,400,000		(58,537	)
Citigroup Global Markets, NA, New York	3.11% semi-annual	3 month LIBOR		04/08/19		14,000,000		667,954
Citigroup Global Markets, NA, New York	3.80% semi-annual	3 month LIBOR		05/29/19		13,900,000		(100,877	)
Citigroup Global Markets, NA, New York	3.92% semi-annual	3 month LIBOR		06/26/19		12,800,000		(180,425	)
Citigroup Global Markets, NA, New York	4.30% semi-annual	3 month LIBOR		06/10/19		24,500,000		(1,186,479	)
Citigroup Global Markets, NA, New York	4.39% semi-annual	3 month LIBOR		06/15/20		7,500,000		(125,835	)
Citigroup Global Markets, NA, New York	5.31% semi-annual	3 month LIBOR		10/16/17		14,900,000		(1,991,151	)
Deutsche Bank AG	2.25% semi-annual	3 month LIBOR		12/19/12		19,765,000		73,645

140

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Core Bond Series (continued)

	Payments made by	Payments Received
Swap Counterparty	the Series	by the Series	Termination Date		Notional Amount		Value
Morgan Stanley Capital Services, Inc.	3 month LIBOR	1.54% semi-annual		01/16/12		46,000,000		(191,446	)
Morgan Stanley Capital Services, Inc.	3 month LIBOR	3.83% semi-annual		06/19/19		6,400,000		44,980
Morgan Stanley Capital Services, Inc.	1.63% semi-annual	3 month LIBOR		06/24/11		36,500,000		(102,224	)
Morgan Stanley Capital Services, Inc.	4.08% semi-annual	3 month LIBOR		06/22/19		13,400,000		(380,329	)
UBS AG	3 month LIBOR	4.18% semi-annual		06/15/09		11,600,000		435,978
							$	6,336,883

141

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Core Bond Series (continued)

Credit Default Swaps on Corporate and Sovereign Issues — Buy Protection(1):

	Payments		Implied Credit								Upfront
Swap Counterparty/	payable by	Termination	Spread as of			Notional					Premiums
Reference Obligation	the Series	Date	06/30/09(3)			Amount(2)		Value			(Paid)/Received(4)
Citigroup Global Markets, NA, New York:
Expedia, Inc., 7.46%, 08/15/18	5.00% annual	09/20/13		2.33	%	$	2,525,000	$	(258,804	)	$	—
Expedia, Inc., 7.46%, 08/15/18	5.00% annual	09/20/13		2.33			840,000		(86,097	)		—
Nova Chemicals Corp., 4.54%, 11/15/13	5.00% annual	03/20/12		4.83			230,000		(1,200	)		(3,208	)
Deutsche Bank AG:
Westvaco Corp., 7.95%, 02/15/31	1.20% annual	06/20/12		0.90	%		3,435,000		(30,347	)		—
Goldman Sachs Bank, USA:
Expedia, Inc., 7.46%, 08/15/18	5.18% annual	09/20/13		2.33			2,200,000		(240,608	)		—
First Data Corp., 9.88%, 09/24/15	5.00% annual	12/20/15		11.04			750,000		172,970			201,801
Hertz Corp. (The), 8.88%, 01/01/14	5.00% annual	03/20/14		6.41			675,000		34,099			210,994
Huntsman International LLC, 7.38%, 01/01/15	5.00% annual	12/20/14		7.57			1,315,000		130,606			513,996
Huntsman International LLC, 7.38%, 01/01/15	5.00% annual	12/20/14		7.57			1,500,000		148,980			627,047
Huntsman International LLC, 7.38%, 01/01/15	5.00% annual	03/20/15		7.50			755,000		75,044			249,550
Nova Chemicals Corp., 4.54%, 11/15/13	5.00% annual	12/20/13		5.00			1,400,000		(1,727	)		24,889
Morgan Stanley Capital Services, Inc.:
Istar Financial, Inc., 5.95%,10/15/13	5.00% annual	09/20/11		24.23			625,000		195,919			177,433
Istar Financial, Inc., 5.95%,10/15/13	5.00% annual	09/20/11		24.23			625,000		195,919			174,395
Knight Inc., 6.50%,09/01/12	1.00% annual	09/20/12		1.35			920,000		9,559			10,052
Macy’s Inc., 7.45%, 07/15/17	8.00% annual	06/20/12		4.15			725,000		(75,666	)		—
Macy’s Inc., 7.45%, 07/15/17	1.00% annual	09/20/14		3.76			730,000		84,997			36,622
								$	353,644		$	2,223,571

(1)	If the Series is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Series will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comparising the referenced index.
(2)	The maximum potential amount the Series could be required to make as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.
(3)	Implied credit spreads are an indication of the seller’s performance risk, related to the likelihood of a credit event occurring that would require a seller to make payment to a buyer. Implied credit spreads are used to determine the value of swap and reflect the cost of buying/selling protection, which may include upfront payments made to enter into the contract. Therefore, higher spreads would indicate a greater likelihood that a seller will be obligated to perform (i.e., make payment) under the swap contract. Increasing values, in absolute terms and relative to notional amounts, are also indicative of greater performance risk. Implied credit spreads for credit default swaps on credit indexes are linked to the weighted average spread across the underlying reference obligations included in a particular index.
(4)	Upfront premiums generally relate to payments made or received at the initiation of the agreement in lieu of all or a portion of future periodic payments.

142

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Core Bond Series (continued)

     H. Derivative Instruments:

The Series Portfolio is subject to the provisions of Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (“FAS 161”). The Series Portfolio is subject to various risks in the normal course of pursuing its investment objectives. The following table highlights the types of risks and the derivative instruments used to mitigate the risks:

Inflation-Protected Securities Series:

	Asset Derivatives			Liability Derivatives
Derivatives not accounted for as hedging instruments under FASB Statement No. 133	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest Rate Swaps	Swap contracts, at value	$	332,816	Swap contracts, at value	$	238,969
Open Futures Contracts	Variation margin receivable		—	Variation margin payable		38,611
Foreign Currency Contracts	Unrealized appreciation on foreign currency forward contracts		79,650	Unrealized depreciation on foreign currency forward contracts		2,512
Written Options			—	Written options, at value		1,470,294
Total		$	412,466		$	1,750,386

Amount of Realized Gain (Loss) on Derivatives Recognized in Income:

Derivatives not accounted for as hedging				Purchased		Written
instruments under FASB Statement				Options and		Options and		Swap			Forward
No. 133	Futures			Swaptions		Swaptions		Agreements			Contracts			Total
Interest Rate Swaps	$	—		$	—	$	—	$	(49,656	)	$	—		$	(49,656	)
Open Futures Contracts		(704,889	)		—		—		—			—			(704,889	)
Foreign Currency Contracts		—			—		—		—			(82,647	)		(82,647	)
Purchased Options		—			25,701		—		—			—			25,701
Written Options		—			—		24,207		—			—			24,207
Total	$	(704,889	)	$	25,701	$	24,207	$	(49,656	)	$	(82,647	)	$	(787,284	)

Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income:

Derivatives not accounted for as hedging			Purchased			Written
instruments under FASB Statement			Options and			Options and		Swap		Forward
No. 133	Futures		Swaptions			Swaptions		Agreements		Contracts		Total
Interest Rate Swaps	$	—	$	—		$	—	$	93,847	$	—	$	93,847
Open Futures Contracts		578,686		—			—		—		—		578,686
Foreign Currency Contracts		—		—			—		—		77,138		77,138
Purchased Options		—		(16,512	)		—		—		—		(16,512	)
Written Options		—		—			9,996		—		—		9,996
Total	$	578,686	$	(16,512	)	$	9,996	$	93,847	$	77,138	$	743,155

143

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Core Bond Series

	Asset Derivatives			Liability Derivatives
Derivatives not accounted for as hedging instruments under FASB Statement No. 133	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest Rate Swaps	Swap contracts, at value	$	11,371,981	Swap contracts, at value	$	5,035,097
Credit Default Swaps	Swap contracts, at value		1,048,093	Swap contracts, at value		694,449
Open Futures Contracts	Variation margin receivable		—	Variation margin payable		330,078
Foreign Currency Contracts	Unrealized appreciation on foreign currency forward contracts		—	Unrealized depreciation on foreign currency forward contracts		430,511
Purchased Options	Securities, at value, including investments held as collateral for securities out on loan		4,930,554
Written Options			—	Written options, at value		30,456,348
Total		$	17,350,628		$	36,946,483

Amount of Realized Gain (Loss) on Derivatives Recognized in Income:

			Purchased			Written
			Options and			Options and		Swap		Forward
Derivatives not accounted for as hedging instruments under FASB Statement No. 133	Futures		Swaptions			Swaptions		Agreements		Contracts			Total
Interest Rate Swaps	$	—	$	—		$	—	$	15,758,712	$	—		$	15,758,712
Open Futures Contracts		1,688,122		—			—		—		—			1,688,122
Foreign Currency Contracts		—		—			—		—		(634,415	)		(634,415	)
Purchased Options		—		(1,985,160	)		—		—		—			(1,985,160	)
Written Options		—		—			190,265		—		—			190,265
Total	$	1,688,122	$	(1,985,160	)	$	190,265	$	15,758,712	$	(634,415	)	$	15,017,524

Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income:

				Purchased		Written
				Options and		Options and		Swap			Forward
Derivatives not accounted for as hedging instruments under FASB Statement No. 133	Futures			Swaptions		Swaptions		Agreements			Contracts			Total
Interest Rate Swaps	$	—		$	—	$	—	$	(13,190,301	)	$	—		$	(13,190,301	)
Open Futures Contracts		(1,293,227	)		—		—		—			—			(1,293,227	)
Foreign Currency Contracts		—			—		—		—			(876,269	)		(876,269	)
Purchased Options		—			2,730,217		—		—			—			2,730,217
Written Options		—			—		4,776,945		—			—			4,776,945
Total	$	(1,293,227	)	$	2,730,217	$	4,776,945	$	(13,190,301	)	$	(876,269	)	$	(7,852,635	)

144

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Total Return Bond Series

	Asset Derivatives			Liability Derivatives
Derivatives not accounted for as hedging instruments under FASB Statement No. 133	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Open Futures Contracts	Variation margin receivable	$	—	Variation margin payable	$	342,229
Foreign Currency Contracts	Unrealized appreciation on foreign currency forward contracts		187,369	Unrealized depreciation on foreign currency forward contracts		283,451
Written Options			—	Written options, at value		73,081
Total		$	187,369		$	698,761

Amount of Realized Gain (Loss) on Derivatives Recognized in Income:

				Purchased			Written
Derivatives not accounted for as hedging instruments under FASB Statement				Options and			Options and		Swap		Forward
No. 133	Futures			Swaptions			Swaptions		Agreements		Contracts		Total
Open Futures Contracts	$	(2,064,286	)	$	—		$	—	$	—	$	—	$	(2,064,286	)
Foreign Currency Contracts		—			—			—		—		230,165		230,165
Purchased Options		—			(56,085	)		—		—		—		(56,085	)
Written Options		—			—			720,011		—		—		720,011
Total	$	(2,064,286	)	$	(56,085	)	$	720,011	$	—	$	230,165	$	(1,170,195	)

Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income:

				Purchased		Written
				Options and		Options and		Swap		Forward
Derivatives not accounted for as hedging instruments under FASB Statement No. 133	Futures			Swaptions		Swaptions		Agreements		Contracts			Total
Open Futures Contracts	$	(1,421,448	)		—	$	—	$	—	$	—		$	(1,421,448	)
Foreign Currency Contracts		—			—		—		—		(249,895	)		(249,895	)
Written Options		—			—		1,131,764		—		—			1,131,764
Total	$	(1,421,448	)	$	—	$	1,131,764	$	—	$	(249,895	)	$	(539,579	)

Balanced Series

	Asset Derivatives			Liability Derivatives
Derivatives not accounted for as hedging instruments under FASB Statement No. 133	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Open Futures Contracts	Variation margin receivable	$	214	Variation margin payable	$	84,049
Foreign Currency Contracts	Unrealized appreciation on foreign currency forward contracts		104,927	Unrealized depreciation on foreign currency forward contracts		127,207
Written Options			—	Written options, at value		36,044
Total		$	105,141		$	247,300

145

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Balanced Series (continued)

Amount of Realized Gain (Loss) on Derivatives Recognized in Income:

				Purchased			Written
Derivatives not accounted for as hedging instruments under FASB Statement				Options and			Options and		Swap		Forward
No. 133	Futures			Swaptions			Swaptions		Agreements		Contracts		Total
Open Futures Contracts	$	(253,910	)	$	—		$	—	$	—	$	—	$	(253,910	)
Foreign Currency Contracts		—			—			—		—		121,267		121,267
Purchased Options		—			(11,104	)		—		—		—		(11,104	)
Written Options		—			—			177,470		—		—		177,470
Total	$	(253,910	)	$	(11,104	)	$	177,470	$	—	$	121,267	$	33,723

Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income:

Derivatives not accounted for as hedging				Purchased		Written
instruments under FASB Statement				Options and		Options and		Swap		Forward
No. 133	Futures			Swaptions		Swaptions		Agreements		Contracts			Total
Open Futures Contracts	$	(558,074	)	$	—	$	—	$	—	$	—		$	(558,074	)
Foreign Currency Contracts		—			—		—		—		(125,774	)		(125,774	)
Written Options		—			—		273,128		—		—			273,128
Total	$	(558,074	)	$	—	$	273,128	$	—	$	(125,774	)	$	(410,720	)

Large Core Series

	Asset Derivatives			Liability Derivatives
Derivatives not accounted for as hedging instruments under FASB Statement No. 133	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Open Futures Contracts	Variation margin receivable	$	—	Variation margin payable	$	1,950

Amount of Realized Gain (Loss) on Derivatives Recognized in Income:

Derivatives not accounted for as hedging				Purchased		Written
instruments under FASB Statement				Options and		Options and		Swap		Forward
No. 133	Futures			Swaptions		Swaptions		Agreements		Contracts		Total
Open Futures Contracts	$	(8,056	)	$	—	$	—	$	—	$	—	$	(8,056	)

Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income:

Derivatives not accounted for as hedging				Purchased		Written
instruments under FASB Statement				Options and		Options and		Swap		Forward
No. 133	Futures			Swaptions		Swaptions		Agreements		Contracts		Total
Open Futures Contracts	$	(37,921	)	$	—	$	—	$	—	$	—	$	(37,921	)

146

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

Small Core Series

	Asset Derivatives			Liability Derivatives
Derivatives not accounted for as hedging instruments under FASB Statement No. 133	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Open Futures Contracts	Variation margin receivable	$	—	Variation margin payable	$	2,404

Amount of Realized Gain (Loss) on Derivatives Recognized in Income:

Derivatives not accounted for as hedging				Purchased		Written
instruments under FASB Statement				Options and		Options and		Swap		Forward
No. 133	Futures			Swaptions		Swaptions		Agreements		Contracts		Total
Open Futures Contracts	$	(47,611	)	$	—	$	—	$	—	$	—	$	(47,611	)

Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income:

Derivatives not accounted for as hedging				Purchased		Written
instruments under FASB Statement				Options and		Options and		Swap		Forward
No. 133	Futures			Swaptions		Swaptions		Agreements		Contracts		Total
Open Futures Contracts	$	(82,550	)	$	—	$	—	$	—	$	—	$	(82,550	)

International Equity Series

	Asset Derivatives			Liability Derivatives
Derivatives not accounted for as hedging instruments under FASB Statement No. 133	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign Currency Contracts	Unrealized appreciation on foreign currency forward contracts	$	—	Unrealized depreciation on foreign currency forward contracts	$	110,737

Amount of Realized Gain (Loss) on Derivatives Recognized in Income:

Derivatives not accounted for as hedging			Purchased		Written
instruments under FASB Statement			Options and		Options and		Swap		Forward
No. 133	Futures		Swaptions		Swaptions		Agreements		Contracts			Total
Foreign Currency Contracts	$	—	$	—	$	—	$	—	$	(5,725,251	)	$	(5,725,251	)

Net Increase (Decrease) in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income:

Derivatives not accounted for as hedging			Purchased		Written
instruments under FASB Statement			Options and		Options and		Swap		Forward
No. 133	Futures		Swaptions		Swaptions		Agreements		Contracts			Total
Foreign Currency Contracts	$	—	$	—	$	—	$	—	$	(110,737	)	$	(110,737	)

     I. Short Sales:

Each Series, with the exception of the Money Market Series, may sell securities short. A short sale is a transaction in which a Series sells securities it does not own, but has borrowed, in anticipation of a decline in the market price of the securities. The Series is obligated to replace the borrowed securities at the market price at the time of replacement. The Series’ obligation to replace the securities borrowed in connection with a short sale will be fully secured by collateral deposited with the custodian. In addition, the Series will consider the short sale to

147

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

be a borrowing by the Series that is subject to the asset coverage requirements of the Investment Company Act of 1940, as amended. Short sales by the Series involve certain risks and special considerations. Possible losses from short sales differ from losses that could be incurred from a purchase of a security because losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested.

     J. Dollar Rolls:

Each Series, with the exception of the Money Market Series, may enter into dollar rolls (principally using TBA’s) in which the Series sells mortgage-backed securities for delivery in the current month and simultaneously contract to repurchase similar, but not identical, securities at an agreed-upon price on a fixed date. The Series account for such dollar rolls as purchases and sales and receive compensation as consideration for entering into the commitment to repurchase. The Series maintains liquid securities having a value not less than the repurchase price (including accrued interest) for such dollar rolls. The market value of the securities that the Series is required to purchase may decline below the agreed upon repurchase price of those securities.

The Core Bond Series, Total Return Bond Series and Balanced Series had TBA dollar rolls outstanding as of June 30, 2009, which are included in receivable for securities sold and payable for securities purchased on the Statement of Assets and Liabilities.

     K. Loan Participations/Assignments:

Each Series, with the exception of the Money Market Series, may purchase participations/assignments in commercial loans. Such indebtedness may be secured or unsecured. These investments may include standby financing commitments, including revolving credit facilities that obligate the Series to supply additional cash to the borrowers on demand. Loan participations/assignments involve risks of insolvency of the lending banks or other financial intermediaries. As such, the Series assume the credit risks associated with the corporate borrowers and may assume the credit risks associated with the interposed banks or other financial intermediaries. The Series may be contractually obligated to receive approval from the agent banks and/or borrowers prior to the sale of these investments. Loan participations typically represent direct participation in loans to corporate borrowers, and generally are offered by banks or other financial institutions or lending syndicates. The Series may participate in such syndications, or can buy a portion of the loans, becoming part lenders. Loans are often administered by agent banks acting as agents for all holders. The agent banks administer the terms of the loans, as specified in the loan agreements. In addition, the agent banks are normally responsible for the collection of principal and interest payments from the corporate borrowers and the apportionment of these payments to the credit of all institutions that are parties to the loan agreements. Unless, under the terms of the loans or other indebtedness, a Series has direct recourse against the corporate borrowers, the Series may have to rely on the agent banks or other financial intermediaries to apply appropriate credit remedies against corporate borrowers.

     L. Treasury Inflation-Protected Securities:

Each Series may invest in Treasury Inflation-Protected Securities (“TIPS”), including structured bonds in which the principal amount is adjusted daily to keep pace with inflation, as measured by the US Consumer Pricing Index for Urban Consumers. The adjustments to principal due to inflation/deflation are reflected as increases/decreases to interest income with a corresponding adjustment to cost. The repayment of the original bond principal upon maturity is guaranteed by the full faith and credit of the US Government.

148

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

     M. Commission Recapture:

The subadvisors of certain Series, to the extent consistent with the best execution and usual commission rate policies and practices, have elected to place security transactions of the Series with broker/dealers with which other Funds or Series advised by TAM have established a Commission Recapture Program. A Commission Recapture Program is any arrangement under which a broker/dealer applies a portion of the commissions received by such broker/dealer from security transactions to a Series. In no event will commissions paid by the Series be used to pay expenses that would otherwise be borne by any other Funds or Series advised by TAM or by any other party.

Recaptured commissions during the period ended June 30, 2009 are included in net realized gains on the Statement of Operations and are summarized as follows:

Series	Commissions
Large Value	$	72,834
Large Core		421
Large Growth		31,081
Growth		37,316
Mid Value		158,397
Mid Growth		34,874
Small Value		24,933
Small Core		50,213
Small Growth		49,622
International Equity		7,843

     N. Federal Income Taxes:

It is the Series’ policy to comply with the applicable provisions of the Internal Revenue Code. Therefore, no federal income tax provision is required.

Each Series may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Each Series will accrue such taxes and recoveries as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest.

     O. Security Transactions and Investment Income:

Security transactions are accounted for on a trade date basis (the date the order to buy or sell is executed). Dividend income less foreign taxes withheld, if any, is recorded on the ex-dividend date. Interest income is recorded on the accrual basis and includes amortization of premiums and accretion of discounts on investments. Realized gains and losses from securities transactions are recorded on the identified cost basis.

Purchases of TBA, when-issued or delayed delivery securities may be settled a month or more after the trade date. Interest income is not accrued until settlement date.

All of the net investment income and realized and unrealized gains and losses from security transactions are determined on each valuation day and allocated pro rata among the investors in a Series at the time of such determination.

149

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

2. Significant Accounting Policies (continued)

     P. Operating Expenses:

Each Series accounts separately for its assets, liabilities and operations. Expenses directly attributable to a Series are charged to that Series, while expenses attributable to all Series are allocated among all Series based on their relative net assets, or another methodology that is appropriate based on the circumstances.

     Q. Restricted and Illiquid Securities:

Each Series is permitted to invest in securities that are subject to legal or contractual restrictions on resale or are illiquid. Restricted securities generally may be resold in transactions exempt from registration. A security may be considered illiquid if it lacks a readily available market or if its valuation has not changed for a certain period of time. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at the current valuation may be difficult.

As of June 30, 2009 the Series had no investments in restricted securities other than 144A issues.

The following is the value and percentage of net assets of illiquid securities as of June 30, 2009:

Series	Amount		Percentage
Core Bond	$	1,624,610		0.11	%
Total Return Bond		311,725		0.12
High Yield Bond		10,126,294		1.91
Balanced		463,237		0.31
Small Value		4,599,871		3.30

     R. Other:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

     S. Subsequent Events:

The Board of Directors approved an agreement and Plan of Reorganization relating to the proposed reorganization of the following Series:

Target Series	Destination Series
Total Return Bond	Core Bond
Value	Large Value
Growth	Large Growth

A proxy statement will be sent to holders to discuss the transaction in detail. If approved, the reorganization is expected to take place during the fourth quarter 2009.

3. Fees and Transactions with Affiliates

Transamerica Financial Life Insurance Company (“TFLIC”), a wholly-owned subsidiary of AEGON USA, LLC (“AEGON USA”), is an affiliate of Transamerica Asset Management, Inc. (the “Advisor” or “TAM”). TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) (“Western Reserve”) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly-owned subsidiaries of AEGON

150

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

3. Fees and Transactions with Affiliates (continued)

NV. AUSA is wholly-owned by 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. TFLIC has sub-accounts which invest in the corresponding Series as follows:

	Investment in
TFLIC Sub-account	Series
Money Market		5.23	%
High Quality Bond		14.43
Inflation-Protected Securities		14.44
Core Bond		9.10
High Yield Bond		5.28
Balanced		37.75
Large Value		21.49
Large Core		42.70
Large Growth		18.85
Growth		30.61
Mid Value		4.23
Mid Growth		1.68
Small Value		1.96
Small Core		37.17
Small Growth		1.94
International Equity		12.86

The Advisor manages the assets of each Series of the Series Portfolio pursuant to the Investment Advisory Agreement with the Series Portfolio. Subject to such further policies as the Board of Trustees may determine, the Advisor provides general investment advice to each Series. For its services, the Advisor receives fees from each Series, accrued daily and payable monthly, at an annual rate equal to the percentages specified in the table below of the corresponding Series’ average daily net assets. The Advisor is currently waiving a portion of its investment advisory fees for certain Series.

For each Series, the Advisor has entered into Investment Subadvisory Agreements with the Subadvisors listed in the following table (each a “Subadvisor”, collectively the “Subadvisors”). It is the responsibility of each Subadvisor to make the day-to-day investment decisions of the Series and to place the purchase and sales orders for securities transactions of such Series, subject in all cases to the general supervision of the Advisor. Payment of fees to the Subadvisors is the responsibility of the Advisor, and is not an additional expense of a Series.

		Advisory
Series	Series Subadvisor	Fee (%)
Money Market	GE Asset Management, Inc.		0.25
High Quality Bond	Merganser Capital Management, LP		0.35
Inflation-Protected Securities	BlackRock Financial Management, Inc.		0.35
Core Bond	BlackRock Financial Management, Inc.		0.35
Total Return Bond	Western Asset Management Company		0.35	(1)
	Western Asset Management Company, Ltd.
High Yield Bond	Eaton Vance Management		0.55

151

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

3. Fees and Transactions with Affiliates (continued)

		Advisory
Series	Series Subadvisor	Fee (%)
Balanced	Goldman, Sachs Asset Management, LP		0.45	(1)
	Western Asset Management Company Western Asset Management Company, Ltd.
Large Value	Aronson+Johnson+Ortiz, LP(a)		0.45
Value	Hotchkis and Wiley Capital Management, LLC		0.50	(1)
Large Core	Aronson+Johnson+Ortiz, LP		0.60
	Blackrock Financial Management, Inc.
Large Growth	Marsico Capital Management, LLC		0.62	(1)
	OFI Institutional Asset Management, Inc. Wellington Management Company, LLP
Growth	Turner Investment Partners, Inc.		0.77	(1)
Mid Value	Cramer, Rosenthal, McGlynn, LLC		0.67	(1)
	LSV Asset Management
	RiverSource Investments, LLC
Mid Growth	Columbus Circle Investors		0.72	(1)
Small Value	Mesirow Financial Investment Management, Inc.		0.82	(1)
	OFI Institutional Asset Management, Inc.
Small Core	Fort Washington Investment Advisors, Inc.		0.80	(1)
	INVESCO Institutional (NA), Inc.
	RS Investment Management Co., LLC(b) Wellington Management Company, LLP
Small Growth	Perimeter Capital Partners LLC		0.87	(1)
International Equity	Thornburg Investment Management, Inc.(c)		0.75	(1)

(1)	For the period ended June 30, 2009, the Advisor voluntarily waived a portion of its fee.
(a)	Effective January 2, 2009, Aronson+Johnson+Ortiz, LP replaced AllianceBernstein, LP and TCW Investment Management Company.
(b)	Effective February 27, 2009, the Small Core Series terminated RS Investment Management Co., LLC as subadvisor.
(c)	Effective January 2, 2009, Thornburg Investment Management, Inc. replaced LSV Asset Management and Wellington Management Company, LLP.

152

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

3. Fees and Transactions with Affiliates (continued)

For the period ended June 30, 2009, the Advisor has voluntarily undertaken to waive fees to the extent the expenses of a Series exceed the following expense caps (as a proportion of average daily net assets):

Series	Expense Cap
Money Market	30 basis points (b.p.)
High Quality Bond	40 b.p.
Inflation-Protected Securities	40 b.p.
Core Bond	40 b.p.
Total Return Bond	40 b.p.
High Yield Bond	60 b.p.
Balanced	50 b.p.
Large Value	50 b.p.
Value	55 b.p.
Large Core	65 b.p.
Large Growth	65 b.p.
Growth	80 b.p.
Mid Value	70 b.p.
Mid Growth	75 b.p.
Small Value	85 b.p.
Small Core	85 b.p.
Small Growth	90 b.p.
International Equity	90 b.p.

Certain trustees and officers of the Series Portfolio and of the funds that invest in the Series Portfolio are also directors, officers or employees of the Advisor or its affiliates. None of the non-independent trustees so affiliated receive compensation for services as trustees of the Series Portfolio or the funds that invest in the Series Portfolio. Similarly, none of the Series Portfolio officers receive compensation from the Series Portfolio. Aggregate remuneration earned by non-affiliated trustees of the Series Portfolio from the Series Portfolio for the period ended June 30, 2009 amounted to $136,365.

Each eligible non-affiliated trustee may elect participation in a non-qualified deferred compensation plan (“the Plan”). Under the Plan, such trustees may defer payment of all or a portion of their total fees earned as a Series trustee. Each trustee who is a participant in the Plan may elect that the earnings, gains or losses credited to his/her deferred fee amounts be determined based on a deemed investment in investment options in Transamerica Partners Institutional Funds Group, Transamerica Institutional Asset Allocation Funds, Class A shares of any series of Transamerica Funds and/or funds of Transamerica Investors, Inc.

4. Securities Lending

Each Series may lend its securities to certain member firms of the New York Stock Exchange. The loans are collateralized at all times with cash or securities with a market value at least 102% for domestic securities and 105% for international securities of the market value of the securities on loan. Any deficiencies or excess of collateral must be delivered or transferred by the member firms no later than the close of business on the next business day. As with other extensions of credit, the Series may bear the risk of delay in recovery or even loss of rights in the collateral should the borrower of the securities fail financially.

During the term of the loan, a Series receives payments from borrowers equivalent to the dividends, interest, and any other distributions that would have been earned on securities lent while simultaneously seeking to earn income on the investment of cash collateral in accordance with investment guidelines contained in the Securities

153

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

4. Securities Lending (continued)

Lending Agreement. For loans secured by cash, each Series retains the interest on cash collateral investments but is required to pay the borrower a rebate for the use of the cash collateral. For loans secured by collateral other than cash, the borrower pays a securities loan fee to the lending agent.

Any compensation (net of related expenses) received by a Series for lending its securities, as described above, is reported on its respective Statement of Operations. This includes interest income on short-term investments purchased with cash collateral received.

At June 30, 2009, none of the Series had securities on loan.

5. Purchases and Sales of Investments

The aggregate cost of investments purchased and proceeds from sales or maturities (excluding short-term securities) for the period ended June 30, 2009 were as follows:

		Cost of		Proceeds
Series		Purchases		From Sales
High Quality Bond	US Government Obligations	$	68,524,990	$	92,311,413
	Other		80,536,961		104,628,394
Inflation-Protected Securities	US Government Obligations		212,675,837		249,916,558
	Other		—		11,936,117
Core Bond	US Government Obligations		7,834,748,270		7,929,073,031
	Other		316,873,980		400,483,295
Total Return Bond	US Government Obligations		373,552,591		439,310,424
	Other		13,905,769		32,480,787
High Yield Bond	Other		255,888,941		225,073,860
Balanced	US Government Obligations		88,996,993		102,707,441
	Other		39,171,326		58,503,179
Large Value	Other		1,249,323,630		1,427,468,079
Value	Other		17,354,589		36,023,100
Large Core	Other		96,948,651		123,078,437
Large Growth	Other		455,455,048		568,277,007
Growth	Other		127,863,548		148,098,804
Mid Value	Other		214,794,305		223,586,994
Mid Growth	Other		235,306,110		244,205,486
Small Value	Other		49,631,105		59,508,455
Small Core	Other		202,948,874		284,271,744
Small Growth	Other		70,978,874		86,430,051
International Equity	Other		1,131,449,678		1,276,313,189

6. Concentrations and Indemnifications

Some Series may have elements of risk not typically associated with investments in the United States of America due to concentrated investments in a limited number of countries or regions, which may vary throughout the year. Such concentrations may subject the Series to additional risks resulting from political or economic conditions in such countries or regions and the possible imposition of adverse governmental laws or currency exchange restrictions could cause the securities and their markets to be less liquid and their prices more volatile than those of comparable US securities.

154

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

6. Concentrations and Indemnifications (continued)

As of June 30, 2009, the High Yield Bond Series, Value Series, Growth Series, and Mid Growth Series invested approximately 13.07%, 14.25%, 12.32%, and 10.07%, respectively, of their portfolios in issuers outside the United States.

As of June 30, 2009, substantially all of the International Equity Series’ net assets consist of securities of issuers that are domiciled in foreign countries. Changes in currency exchange rates will affect the value of, and investment income from, such securities.

As of June 30, 2009, the International Equity Series invested approximately 15.09% of its portfolio in issuers in the United Kingdom.

The ability of the issuers of debt, asset-backed and mortgage-backed securities to meet their obligations may be affected by the economic and political developments in a specific industry or region. The value of asset-backed and mortgage-backed securities can be significantly affected by changes in interest rates or rapid principal payments including prepayments.

Credit risk is measured by the loss a Series would record if its counter-parties failed to perform pursuant to the terms of their obligations to the Series. Since certain Series enters into various types of debt obligations including private placements, swap agreements, forward currency contracts, spot contracts, forward commitments and over-the-counter options, credit exposure exists with counterparties.

In the normal course of business, the Series Portfolio enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Series Portfolio’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Series Portfolio that have not yet occurred. However, based on experience, the Series Portfolio expects the risk of loss to be remote.

7. Foreign Currency Forward, Spot and Cross Currency Contracts

At June 30, 2009, the Inflation-Protected Securities Series, Core Bond Series, Total Return Bond Series, Balanced Series, and International Equity Series had entered into foreign currency forward, spot and cross currency contracts which contractually obligate each portfolio to deliver/receive currency at specified future dates.

The open contracts were as follows:

									Net Unrealized
	Foreign		In Exchange		Settlement		Value At		Appreciation/
	Currency		For		Date		06/30/09		(Depreciation)
Inflation-Protected Securities Series
Purchase Contracts:
British Pound Sterling		90,832	$	150,313		07/01/09	$	149,437	$	(876	)
Canadian Dollar		18,802		16,247		07/01/09		16,165		(82	)
Euro		207,000		292,903		07/15/09		290,391		(2,512	)
Japanese Yen		350,165,000		3,584,524		08/26/09		3,637,310		52,786
Total									$	49,316
Sale Contracts:
Euro		172,514	$	242,529		07/01/09	$	242,011	$	518
Japanese Yen		350,165,000		3,664,174		08/26/09		3,637,310		26,864
Total									$	27,382

155

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

7. Foreign Currency Forward, Spot and Cross Currency Contracts (continued)

									Net Unrealized
	Foreign		In Exchange		Settlement		Value At		Appreciation/
	Currency		For		Date		06/30/09		(Depreciation)
Core Bond Series
Purchase Contracts:
British Pound Sterling		3,743,867	$	6,195,538		07/01/09	$	6,159,408	$	(36,130	)
Euro		1,378,768		1,938,340		07/01/09		1,934,203		(4,137	)
Total									$	(40,267	)
Sale Contracts:
British Pound Sterling		5,877,500	$	9,513,075		08/26/09	$	9,668,959	$	(155,884	)
Euro		5,736,500		7,813,113		07/15/09		8,047,473		(234,360	)
Total									$	(390,244	)
Total Return Bond Series
Purchase Contracts:
British Pound Sterling		1,000,000	$	1,457,730		08/19/09	$	1,645,099	$	187,369
Sale Contracts:
British Pound Sterling		999,000	$	1,468,930		08/19/09	$	1,643,454	$	(174,524	)
Euro		1,074,448		1,398,297		08/19/09		1,507,224		(108,927	)
Total									$	(283,451	)
Balanced Series
Purchase Contracts:
British Pound Sterling		560,000	$	816,328		08/19/09	$	921,255	$	104,927
Sale Contracts:
British Pound Sterling		555,000	$	816,072		08/19/09	$	913,030	$	(96,958	)
Euro		298,380		388,315		08/19/09		418,564		(30,249	)
Total									$	(127,207	)
International Equity Series
Purchase Contracts:
Brazilian Real		5,095,500	$	2,608,929		07/01/09	$	2,600,408	$	(8,521	)
Sale Contracts:
Mexican Peso		406,534,000		30,112,515		11/30/09		30,214,731	$	(102,216	)

156

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

8. Financial Highlights

	Ratios to Average Net Assets
							Net Investment
For the				Net Expenses			Income (Loss)						Net Assets,
Period/Year	Net			(Net of			(Net of			Portfolio			End of		Total
Ended	Expenses			Reimbursements)			Reimbursements)			Turnover			Period/Year		Return
Money Market
06/30/2009		0.27	%*		0.27	%*		0.63	%*		N/A		$	1,233,418,125		0.31	%
12/31/2008		0.27			0.27			2.43			N/A			1,325,801,749		2.44
12/31/2007		0.28			0.28			5.01			N/A			1,050,796,105		5.17
12/31/2006		0.28			0.28			4.77			N/A			925,940,609		4.86
12/31/2005		0.28			0.28			2.97			N/A			765,777,258		3.00
12/31/2004		0.28			0.28			1.17			N/A			809,352,385		1.17
High Quality Bond
06/30/2009		0.39	*		0.39	*		4.08	*		44	%		401,318,303		5.55
12/31/2008		0.38			0.38			4.24			64			421,231,503		0.55
12/31/2007		0.38			0.38			4.38			56			833,291,239		5.34
12/31/2006		0.38			0.38			4.03			55			817,623,186		4.38
12/31/2005		0.39			0.39			3.25			58			788,399,166		1.95
12/31/2004		0.38			0.38			2.96			48			690,594,378		1.48
Inflation-Protected Securities
06/30/2009		0.39	*		0.39	*		(0.38	)*		60			361,674,511		4.53
12/31/2008		0.39			0.39			4.99			154			389,197,874		(2.14	)
12/31/2007		0.42			0.40			5.26			340			149,013,396		10.16
12/31/2006		0.41			0.40			4.50			525			150,681,168		3.48
12/31/2005		0.40			0.40			3.45			756			261,106,523		1.34
12/31/2004		0.42			0.40			2.48			554			256,502,651		1.59
Core Bond
06/30/2009		0.38	*		0.38	*		4.84	*		462	(a)		1,473,806,436		5.75
12/31/2008		0.38			0.38			5.12			530	(a)		1,667,312,685		(1.83	)
12/31/2007		0.38			0.38			4.81			503	(a)		2,248,879,516		6.67
12/31/2006		0.38			0.38			4.50			487	(a)		2,077,821,449		4.17
12/31/2005		0.39			0.39			3.99			1,003	(a)		2,052,893,035		2.38
12/31/2004		0.39			0.39			3.62			885	(a)		1,655,367,885		4.65
Total Return Bond
06/30/2009		0.41	*		0.40	*		5.83	*		130	(a)		256,797,082		7.25
12/31/2008		0.40			0.40			5.01			407	(a)		300,413,000		(8.43	)
12/31/2007		0.41			0.40			5.05			521	(a)		390,287,496		3.81
12/31/2006		0.50			0.40			4.74			470	(a)		120,636,427		4.96
12/31/2005(1)		0.55	*		0.40	*		4.08	*		327	(a)		70,072,859		2.35

157

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

8. Financial Highlights (continued)

	Ratios to Average Net Assets
							Net Investment
For the				Net Expenses			Income (Loss)						Net Assets,
Period/Year	Net			(Net of			(Net of			Portfolio			End of		Total
Ended	Expenses			Reimbursements)			Reimbursements)			Turnover			Period/Year		Return
High Yield Bond
06/30/2009		0.59	%*		0.59	%*		11.15	%*		51	%	$	530,009,429		29.69	%
12/31/2008		0.58			0.58			9.57			54			439,863,454		(28.90	)
12/31/2007		0.58			0.58			7.97			96			538,727,018		2.02
12/31/2006		0.59			0.59			7.86			93			502,330,056		11.99
12/31/2005		0.60			0.60			7.74			68			416,027,255		3.34
12/31/2004		0.60			0.60			8.06			80			351,772,536		10.32
Balanced
06/30/2009		0.58	*		0.50	*		3.54	*		85	(a)		147,656,981		5.11
12/31/2008		0.53			0.50			3.45			154	(a)		168,930,110		(26.71	)
12/31/2007		0.52			0.50			2.87			226	(a)		318,635,183		1.79
12/31/2006		0.53			0.50			2.72			224	(a)		381,648,801		11.74
12/31/2005		0.54			0.50			2.25			367	(a)		410,747,655		5.59
12/31/2004		0.52			0.50			2.21			338	(a)		419,726,689		8.31
Large Value
06/30/2009		0.48	*		0.48	*		2.61	*		104			1,201,094,008		(3.44	)
12/31/2008		0.48			0.48			2.53			26			1,450,970,147		(42.94	)
12/31/2007		0.48			0.48			1.68			30			3,165,024,775		(1.75	)
12/31/2006		0.48			0.48			1.47			31			3,538,943,726		20.68
12/31/2005		0.48			0.48			1.38			89			3,018,060,297		6.88
12/31/2004		0.48			0.48			1.79			44			2,705,463,322		12.91
Value
06/30/2009		0.60	*		0.55	*		2.58	*		34			46,355,601		12.05
12/31/2008		0.56			0.55			2.46			101			60,703,564		(46.62	)
12/31/2007		0.56			0.55			1.51			57			141,565,926		(11.06	)
12/31/2006		0.71			0.55			1.42			74			101,282,906		15.44
12/31/2005(1)		1.18	*		0.55	*		1.78	*		21			35,138,512		9.47
Large Core
06/30/2009		0.62	*		0.62	*		1.67	*		41			249,727,365		2.55
12/31/2008		0.65			0.65			1.31			99			281,773,981		(36.65	)
12/31/2007		0.64			0.64			1.08			101			903,261,821		2.11
12/31/2006		0.63			0.63			1.11			73			1,159,020,245		11.77
12/31/2005		0.64			0.64			0.96			79			1,178,758,869		7.12
12/31/2004		0.64			0.64			1.22			184			1,135,948,434		10.79

158

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

8. Financial Highlights (continued)

	Ratios to Average Net Assets
							Net Investment
For the				Net Expenses			Income (Loss)						Net Assets,
Period/Year	Net			(Net of			(Net of			Portfolio			End of		Total
Ended	Expenses			Reimbursements)			Reimbursements)			Turnover			Period/Year		Return
Large Growth
06/30/2009		0.65	%*		0.65	%*		1.25	%*		44	%	$	1,118,219,346		9.04	%
12/31/2008		0.65			0.65			0.92			102			1,130,782,753		(39.87	)
12/31/2007		0.65			0.65			0.61			129			2,444,760,853		12.25
12/31/2006		0.64			0.64			0.43			84			2,526,917,456		4.12
12/31/2005		0.65			0.65			0.34			76			2,587,382,061		7.18
12/31/2004		0.65			0.65			0.68			129			2,290,559,947		7.75
Growth
06/30/2009		0.82	*		0.80	*		0.22	*		73			184,143,423		15.05
12/31/2008		0.81			0.80			0.02			212			182,527,808		(51.00	)
12/31/2007		0.81			0.80			(0.16	)		134			427,372,994		28.50
12/31/2006		0.81			0.80			(0.17	)		147			382,667,908		6.46
12/31/2005		0.81			0.80			(0.14	)		187			382,129,060		8.20
12/31/2004		0.95			0.94			(0.48	)		252			397,726,867		12.14
Mid Value
06/30/2009		0.70	*		0.70	*		1.71	*		37			660,813,066		6.97
12/31/2008		0.70			0.70			1.69			68			630,249,484		(37.73	)
12/31/2007		0.70			0.70			1.37			69			998,177,210		2.62
12/31/2006		0.71			0.70			1.17			80			936,974,205		18.33
12/31/2005		0.72			0.70			1.28			112			641,531,538		9.77
12/31/2004		0.71			0.70			0.79			147			414,710,679		25.47
Mid Growth
06/30/2009		0.76	*		0.75	*		(0.29	)*		110			223,333,485		1.91
12/31/2008		0.75			0.75			(0.02	)		158			228,965,903		(41.55	)
12/31/2007		0.75			0.75			(0.23	)		152			337,188,904		30.42
12/31/2006		0.75			0.75			(0.31	)		151			309,909,061		2.17
12/31/2005		0.76			0.75			(0.38	)		142			282,950,442		13.42
12/31/2004		0.79			0.75			(0.29	)		223			210,100,872		15.38
Small Value
06/30/2009		0.89	*		0.85	*		1.67	*		38			139,478,826		(3.84	)
12/31/2008		0.87			0.85			1.94			117			156,628,183		(26.63	)
12/31/2007		0.87			0.85			1.36			94			185,136,605		(7.74	)
12/31/2006		0.87			0.85			0.27			105			236,316,718		9.64
12/31/2005		0.88			0.85			0.10			143			218,749,221		(4.70	)
12/31/2004		0.89			0.85			0.31			42			172,735,949		21.75

159

TRANSAMERICA PARTNERS PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

8. Financial Highlights (continued)

	Ratios to Average Net Assets
							Net Investment
For the				Net Expenses			Income (Loss)						Net Assets,
Period/Year	Net			(Net of			(Net of			Portfolio			End of		Total
Ended	Expenses			Reimbursements)			Reimbursements)			Turnover			Period/Year		Return
Small Core
06/30/2009		0.86	%*		0.85	%*		0.78	%*		65	%	$	314,025,664		3.62	%
12/31/2008		0.85			0.85			0.94			106			389,662,463		(36.06	)
12/31/2007		0.84			0.84			0.58			97			950,197,463		(4.49	)
12/31/2006		0.85			0.85			0.29			86			1,211,556,459		11.77
12/31/2005		0.85			0.85			0.09			92			1,296,671,909		10.53
12/31/2004		0.84			0.84			0.15			103			1,227,530,742		12.63
Small Growth
06/30/2009		0.93			0.90			(0.43	)		49			156,336,496		13.42
12/31/2008		0.93			0.90			(0.18	)		146			152,512,859		(37.87	)
12/31/2007		0.92			0.90			(0.42	)		144			166,817,321		8.64
12/30/2006		1.04			0.90			(0.29	)		173			155,003,004		8.71
12/31/2005		0.98			0.90			(0.41	)		183			132,903,534		0.55
12/31/2004		0.97			0.90			(0.51	)		84			108,429,152		11.94
International Equity
06/30/2009		0.89	*		0.89	*		2.65	*		120			1,000,243,011		4.94
12/31/2008		0.84			0.84			2.78			174			1,100,059,644		(49.94	)
12/31/2007		0.87			0.87			2.25			110			2,264,061,514		11.69
12/31/2006		0.87			0.87			1.78			81			2,101,152,473		27.31
12/31/2005		0.88			0.88			2.03			94			1,721,786,149		11.20
12/31/2004		0.87			0.87			1.85			171			1,401,617,944		19.66

(a)	Portfolio turnover calculation includes effect of buying and selling TBA securities used in dollar roll transactions. Refer to Note 2J.
*	Annualized.
(1)	Commencement of Operations, May 6, 2005.

160

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL

June 30, 2009
(Unaudited)

Money Market.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners Money Market Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), as well as the renewal of the investment sub-advisory agreement (the “Sub-Advisory Agreement”) of the Portfolio between TAM and GE Asset Management, Incorporated (the “Sub-Adviser”), to determine whether the agreements should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement and Sub-Advisory Agreement through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Adviser such information as they deemed reasonably necessary to evaluate the agreements, including information about fees and performance of comparable funds managed by the Sub-Adviser. The Trustees also carefully considered information they had previously received from TAM and the Sub-Adviser as part of their regular oversight of the Portfolio, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory and Sub-Advisory Agreements, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review, the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM and the Sub-Adviser to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed the Sub-Adviser’s investment approach for the Portfolio. The Board concluded that TAM and the Sub-Adviser are capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM and the Sub-Adviser for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM and the Sub-Adviser, TAM’s management oversight process and the professional qualifications of the portfolio management team of the Sub-Adviser. The Trustees determined that TAM and the Sub-Adviser can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008. The Board noted that the Transamerica Partners Fund’s performance was below the median for its peer universe for the past 1-, 3- and 5-year periods and that the Transamerica Partners Institutional Fund’s performance was below the median for its peer universe for the past 1-, 3- and 5-year periods. It was noted that the Portfolio’s managers sought to avoid risk by increasing allocations to U.S. Government securities. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Adviser, the Board concluded that TAM and the Sub-Adviser are capable of generating a level of investment performance that is appropriate in light of the Portfolio’s investment objectives, policies and strategies and competitive with other investment companies.

161

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management and sub-advisory fees for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the medians for its peer group and peer universe and the Transamerica Partners Institutional Fund’s contractual management fee was below the median for its peer group and above the median for its peer universe. The total expenses of the Transamerica Partners Fund were in line with the median for its peer group and above the median for its peer universe and the total expenses of the Transamerica Partners Institutional Fund were below the median for its peer group and above the median for its peer universe. Based on their review, the Trustees determined that the management and sub-advisory fees of the Portfolio generally are appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio, TAM and its affiliates, and the Sub-Adviser. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM and fees paid to the Sub-Adviser, in the future.

Benefits to TAM, its affiliates, or the Sub-Adviser from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Adviser from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Adviser. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement and the Sub-Advisory Agreement, including the fees payable thereunder, were fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement for the Portfolio.

High Quality Bond.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners High Quality Bond Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), to determine whether the agreement should be renewed.

162

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM such information as they deemed reasonably necessary to evaluate the agreement. The Trustees also carefully considered information they had previously received from TAM as part of their regular oversight of the Fund, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory Agreement, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review, the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Board concluded that TAM is capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM, and the professional qualifications of the portfolio management team of TAM. The Trustees determined that TAM can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008. The Board noted that the Transamerica Partners Fund’s performance was above the median for its peer universe for the past 1-, 3- and 5-year periods and that the Transamerica Partners Institutional Fund’s performance was above the median for its peer universe for the past 1-, 3- and 5-year periods. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM, the Board concluded that TAM is capable of generating a level of investment performance that is appropriate in light of the Fund’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management fee for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the medians for its expense group and universe and the Transamerica Partners Institutional Fund’s contractual management fee was above the median for its expense group and in line with the median for its expense universe. The total expenses of the Transamerica Partners Fund were above the medians for its expense group and universe and the total expenses of the Transamerica Partners Institutional Fund were below the median for its expense group and above the median for its expense universe. Based on their review, the Trustees determined that the management fee of the Portfolio generally is appropriate in light of the services expected to be provided or procured, and the anticipated

163

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

profitability of the relationship between the Portfolio and TAM and its affiliates. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM, in the future.

Benefits to TAM and its affiliates from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM and its affiliates from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement, including the fees payable thereunder, was fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement for the Portfolio.

Inflation-Protected Securities.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners Inflation-Protected Securities Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), as well as the renewal of the investment sub-advisory agreement (the “Sub-Advisory Agreement”) of the Portfolio between TAM and BlackRock Financial Management, Inc. (the “Sub-Adviser”), to determine whether the agreements should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement and Sub-Advisory Agreement through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Adviser such information as they deemed reasonably necessary to evaluate the agreements, including information about fees and performance of comparable funds managed by the Sub-Adviser. The Trustees also carefully considered information they had previously received from TAM and the Sub-Adviser as part of their regular oversight of the Portfolio, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory and Sub-Advisory Agreements, the

164

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review, the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM and the Sub-Adviser to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed the Sub-Adviser’s investment approach for the Portfolio. The Trustees noted that they receive, on a quarterly basis, an execution analysis from Capital Institutional Services, Inc. (CAPIS), an independent provider of trade analyses, for the Sub-Adviser and a comparison of trading results against a peer universe of managers. The Board concluded that TAM and the Sub-Adviser are capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM and the Sub-Adviser for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM and the Sub-Adviser, TAM’s management oversight process and the professional qualifications of the portfolio management team of the Sub-Adviser. The Trustees determined that TAM and the Sub-Adviser can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008, noting that the Portfolio changed its name and investment objective on May 1, 2007 and that Lipper discarded the prior track record of the funds for performance comparison purposes. The Board noted that the Transamerica Partners Fund’s performance was in line with the median for its peer universe for the past 1-year period and that the Transamerica Partners Institutional Fund’s performance was in line with the median for its peer universe for the past 1-year period. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Adviser, the Board concluded that TAM and the Sub-Adviser are capable of generating a level of investment performance that is appropriate in light of the Portfolio’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management and sub-advisory fees for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the medians for its peer group and peer universe and the Transamerica Partners Institutional Fund’s contractual management fee was below the medians for its peer group and peer universe. The total expenses of the Transamerica Partners Fund were above the medians for its peer group and peer universe and the total expenses of the Transamerica Partners Institutional Fund were above the medians for its peer group and peer universe. Based on their review, the Trustees determined that the management and sub-advisory fees of the Portfolio generally are appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio, TAM and its affiliates, and the Sub-Adviser. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

165

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM and fees paid to the Sub-Adviser, in the future.

Benefits to TAM, its affiliates, or the Sub-Adviser from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Adviser from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Adviser. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement and the Sub-Advisory Agreement, including the fees payable thereunder, were fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement for the Portfolio.

Core Bond.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners Core Bond Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), as well as the renewal of the investment sub-advisory agreement (the “Sub-Advisory Agreement”) of the Portfolio between TAM and BlackRock Financial Management, Inc. (the “Sub-Adviser”), to determine whether the agreements should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement and Sub-Advisory Agreement through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Adviser such information as they deemed reasonably necessary to evaluate the agreements, including information about fees and performance of comparable funds managed by the Sub-Adviser. The Trustees also carefully considered information they had previously received from TAM and the Sub-Adviser as part of their regular oversight of the Portfolio, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory and Sub-Advisory Agreements, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to

166

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

them by independent legal counsel and their own business judgment, to be relevant. In conducting their review, the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM and the Sub-Adviser to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed the Sub-Adviser’s investment approach for the Portfolio. The Trustees noted that they receive, on a quarterly basis, an execution analysis from Capital Institutional Services, Inc. (CAPIS), an independent provider of trade analyses, for the Sub-Adviser and a comparison of trading results against a peer universe of managers. The Board concluded that TAM and the Sub-Adviser are capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM and the Sub-Adviser for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM and the Sub-Adviser, TAM’s management oversight process and the professional qualifications of the portfolio management team of the Sub-Adviser. The Trustees determined that TAM and the Sub-Adviser can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008. The Board noted that the Transamerica Partners Fund’s performance was in line with the median for its peer universe for the past 1-, 3- and 5-year periods and that the Transamerica Partners Institutional Fund’s performance was in line with the median for its peer universe for the past 1- and 3-year periods and above the median for the past 5-year period. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Adviser, the Board concluded that TAM and the Sub-Adviser are capable of generating a level of investment performance that is appropriate in light of the Portfolio’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management and sub-advisory fees for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the medians for its peer group and peer universe and the Transamerica Partners Institutional Fund’s contractual management fee was below the medians for its peer group and peer universe. The total expenses of the Transamerica Partners Fund were in line with the median for its peer group and above the median for its peer universe and the total expenses of the Transamerica Partners Institutional Fund were below the median for its peer group and in line with the median for its peer universe. Based on their review, the Trustees determined that the management and sub-advisory fees of the Portfolio generally are appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio, TAM and its affiliates, and the Sub-Adviser. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the

167

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM and fees paid to the Sub-Adviser, in the future.

Benefits to TAM, its affiliates, or the Sub-Adviser from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Adviser from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Adviser. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement and the Sub-Advisory Agreement, including the fees payable thereunder, were fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement for the Portfolio.

Total Return Bond.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners Total Return Bond Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), as well as the renewal of the investment sub-advisory agreement (the “Sub-Advisory Agreements”) of the Portfolio between TAM and the following sub-advisers: Western Asset Management Company and Western Asset Management Company Ltd. (each a “Sub-Adviser” and collectively the “Sub-Advisers”), to determine whether the agreements should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreements would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement and Sub-Advisory Agreements through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Advisers such information as they deemed reasonably necessary to evaluate the agreements, including information about fees and performance of comparable funds managed by the Sub-Advisers. The Trustees also carefully considered information they had previously received from TAM and the Sub-Advisers as part of their regular oversight of the Portfolio, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory and Sub-Advisory Agreements, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review,

168

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM and the Sub-Advisers to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed the Sub-Advisers’ investment approaches for the Portfolio. The Trustees noted that they receive, on a quarterly basis, an execution analysis from Capital Institutional Services, Inc. (CAPIS), an independent provider of trade analyses, for the Sub-Advisers and a comparison of trading results against a peer universe of managers. The Board concluded that TAM and the Sub-Advisers are capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM and the Sub-Advisers for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM and the Sub-Advisers, TAM’s management oversight process and the professional qualifications of the portfolio management team of the Sub-Advisers. The Trustees determined that TAM and the Sub-Advisers can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008, noting that the Portfolio’s inception date was in May 2005. The Board noted that the Transamerica Partners Fund’s performance was below the median for its peer universe for the past 1- and 3-year periods and that the Transamerica Partners Institutional Fund’s performance was below the median for its peer universe for the past 1- and 3-year periods. The Trustees discussed the reasons for the underperformance TAM, and agreed that they would continue to monitor the performance of the Portfolio closely. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Advisers, the Board concluded that TAM and the Sub-Advisers are capable of generating a level of investment performance that is appropriate in light of the Portfolio’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management and sub-advisory fees for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the medians for its peer group and universe and the Transamerica Partners Institutional Fund’s contractual management fee was below the medians for its peer group and universe. The total expenses of the Transamerica Partners Fund were below the median for its peer group and above the median for its peer universe and the total expenses of the Transamerica Partners Institutional Fund were below the median for its peer group and in line with the median for its peer universe. Based on their review, the Trustees determined that the management and sub-advisory fees of the Portfolio generally are appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio, TAM and its affiliates, and the Sub-Advisers. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the

169

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM and fees paid to the Sub-Advisers, in the future.

Benefits to TAM, its affiliates, or the Sub-Advisers from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Advisers from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Advisers. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement and the Sub-Advisory Agreements, including the fees payable thereunder, were fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreements for the Portfolio.

High Yield Bond.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners High Yield Bond Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), as well as the renewal of the investment sub-advisory agreement (the “Sub-Advisory Agreement”) of the Portfolio between TAM and Eaton Vance Management (the “Sub-Adviser”), to determine whether the agreements should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement and Sub-Advisory Agreement through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Adviser such information as they deemed reasonably necessary to evaluate the agreements, including information about fees and performance of comparable funds managed by the Sub-Adviser. The Trustees also carefully considered information they had previously received from TAM and the Sub-Adviser as part of their regular oversight of the Portfolio, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory and Sub-Advisory Agreements, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review, the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at

170

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM and the Sub-Adviser to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed the Sub-Adviser’s investment approach for the Portfolio. The Trustees noted that they receive, on a quarterly basis, an execution analysis from Capital Institutional Services, Inc. (CAPIS), an independent provider of trade analyses, for the Sub-Adviser and a comparison of trading results against a peer universe of managers. The Board concluded that TAM and the Sub-Adviser are capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM and the Sub-Adviser for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM and the Sub-Adviser, TAM’s management oversight process and the professional qualifications of the portfolio management team of the Sub-Adviser. The Trustees determined that TAM and the Sub-Adviser can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008. The Board noted that the Transamerica Partners Fund’s performance was above below the median for its peer universe for the past 1-, 3- and 5-year periods and that the Transamerica Partners Institutional Fund’s performance was below the median for its peer universe for the past 1-, 3- and 5-year periods. The Trustees discussed the reasons for the underperformance with TAM, and agreed to continue to monitor the performance of the Portfolio closely. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Adviser, the Board concluded that TAM and the Sub-Adviser are capable of generating a level of investment performance that is appropriate in light of the Portfolio’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management and sub-advisory fees for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the medians for its peer group and universe and the Transamerica Partners Institutional Fund’s contractual management fee was below the medians for its peer group and peer universe. The total expenses of the Transamerica Partners Fund were in line with the median for its peer group and above the median for its peer universe and the total expenses of the Transamerica Partners Institutional Fund were below the median for its peer group and in line with the median for its peer universe. Based on their review, the Trustees determined that the management and sub-advisory fees of the Portfolio generally are appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio, TAM and its affiliates, and the Sub-Adviser. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was

171

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM and fees paid to the Sub-Adviser, in the future.

Benefits to TAM, its affiliates, or the Sub-Adviser from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Adviser from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Adviser. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement and the Sub-Advisory Agreement, including the fees payable thereunder, were fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement for the Portfolio.

Balanced.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners Balanced Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), as well as the renewal of the investment sub-advisory agreement (the “Sub-Advisory Agreements”) of the Portfolio between TAM and the following sub-advisers: Goldman Sachs Asset Management, L.P., Western Asset Management Company and Western Asset Management Company Ltd. (each a “Sub-Adviser” and collectively the “Sub-Advisers”), to determine whether the agreements should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreements would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement and Sub-Advisory Agreements through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Advisers such information as they deemed reasonably necessary to evaluate the agreements, including information about fees and performance of comparable funds managed by the Sub-Advisers. The Trustees also carefully considered information they had previously received from TAM and the Sub-Advisers as part of their regular oversight of the Portfolio, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory and Sub-Advisory Agreements, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review,

172

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM and the Sub-Advisers to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed the Sub-Advisers’ investment approaches for the Portfolio. The Trustees noted that they receive, on a quarterly basis, an execution analysis from Capital Institutional Services, Inc. (CAPIS), an independent provider of trade analyses, for the Sub-Advisers and a comparison of trading results against a peer universe of managers. The Board concluded that TAM and the Sub-Adviser are capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM and the Sub-Advisers for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM and the Sub-Advisers, TAM’s management oversight process and the professional qualifications of the portfolio management team of the Sub-Adviser. The Trustees determined that TAM and the Sub-Advisers can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008. The Board noted that the Transamerica Partners Fund’s performance was above the median for its peer universe for the past 1-year period and below the median for the past 3- and 5-year periods and that the Transamerica Partners Institutional Fund’s performance was above the median for its peer universe for the past 1-year period, in line with the median for the past 3-year period and below the median for the past 5-year period. The Trustees discussed the reasons for the underperformance with TAM, and agreed that they would continue to monitor the performance of the Portfolio closely. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Advisers, the Board concluded that TAM and the Sub-Advisers are capable of generating a level of investment performance that is appropriate in light of the Portfolio’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management and sub-advisory fees for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was in line with the median for its peer group and above the median for its peer universe and the Transamerica Partners Institutional Fund’s contractual management fee was below the medians for its peer group and peer universe. The total expenses of the Transamerica Partners Fund were below the median for its peer group and above the median for its peer universe and the total expenses of the Transamerica Partners Institutional Fund were below the medians for its peer group and peer universe. Based on their review, the Trustees determined that the management and sub-advisory fees of the Portfolio generally are appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio, TAM and its affiliates, and the Sub-Advisers. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

173

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM and fees paid to the Sub-Advisers, in the future.

Benefits to TAM, its affiliates, or the Sub-Advisers from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Advisers from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Advisers. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement and the Sub-Advisory Agreements, including the fees payable thereunder, were fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreements for the Portfolio.

Large Value.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners Large Value Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), to determine whether the agreement should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM such information as they deemed reasonably necessary to evaluate the agreement. The Trustees also carefully considered information they had previously received from TAM as part of their regular oversight of the Fund, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory Agreement, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review, the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its

174

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Board concluded that TAM is capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM, and the professional qualifications of the portfolio management team of TAM. The Trustees determined that TAM can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008. The Board noted that the Transamerica Partners Fund’s performance was below the median for its peer universe for the past 1-, 3- and 5-year periods and that the Transamerica Partners Institutional Fund’s performance was below the median for its peer universe for the past 1-, 3- and 5-year periods. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM, the Board concluded that TAM is capable of generating a level of investment performance that is appropriate in light of the Fund’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management fee for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the median for its expense group and in line with the median for its expense universe and the Transamerica Partners Institutional Fund’s contractual management fee was below the medians for its expense group and universe. The total expenses of the Transamerica Partners Fund were below the median for its expense group and in line with the median for its expense universe and the total expenses of the Transamerica Partners Institutional Fund were below the medians for its expense group and universe. Based on their review, the Trustees determined that the management fee of the Portfolio generally is appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio and TAM and its affiliates. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM, in the future.

Benefits to TAM and its affiliates from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM and its affiliates from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio.

175

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement, including the fees payable thereunder, was fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement for the Portfolio.

Value.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners Value Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), as well as the renewal of the investment sub-advisory agreement (the “Sub-Advisory Agreement”) of the Portfolio between TAM and Hotchkis and Wiley Capital Management, LLC (the “Sub-Adviser”), to determine whether the agreements should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement and Sub-Advisory Agreement through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Adviser such information as they deemed reasonably necessary to evaluate the agreements, including information about fees and performance of comparable funds managed by the Sub-Adviser. The Trustees also carefully considered information they had previously received from TAM and the Sub-Adviser as part of their regular oversight of the Portfolio, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory and Sub-Advisory Agreements, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review, the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM and the Sub-Adviser to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed the Sub-Adviser’s investment approach for the Portfolio. The Trustees noted that they receive, on a quarterly basis, an execution analysis from Capital Institutional Services, Inc. (CAPIS), an independent provider of trade analyses, for the Sub-Adviser and a comparison of trading results against a peer universe of managers. The Board concluded that TAM and the Sub-Adviser are capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM and the Sub-Adviser for this Portfolio and the experience, capability and

176

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

integrity of TAM’s senior management, the financial resources of TAM and the Sub-Adviser, TAM’s management oversight process and the professional qualifications of the portfolio management team of the Sub-Adviser. The Trustees determined that TAM and the Sub-Adviser can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008, noting that the Portfolio’s inception date was in May 2005. The Board noted that the Transamerica Partners Fund’s performance was below the median for its peer universe for the past 1- and 3-year periods and that the Transamerica Partners Institutional Fund’s performance was below the median for its peer universe for the past 1- and 3-year periods. The Trustees discussed the reasons for the underperformance with TAM, noting the deeper value bias inherent in the Portfolio’s strategy and its impact on performance. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Adviser, the Board concluded that TAM and the Sub-Adviser are capable of generating a level of investment performance that is appropriate in light of the Portfolio’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management and sub-advisory fees for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was in line with the median for its peer group and above the median for its peer universe and the Transamerica Partners Institutional Fund’s contractual management fee was below the medians for its peer group and peer universe. The total expenses of the Transamerica Partners Fund were below the median for its peer group and above the median for its peer universe and the total expenses of the Transamerica Partners Institutional Fund were below the medians for its peer group and peer universe. Based on their review, the Trustees determined that the management and sub-advisory fees of the Portfolio generally are appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio, TAM and its affiliates, and the Sub-Adviser. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM and fees paid to the Sub-Adviser, in the future.

Benefits to TAM, its affiliates, or the Sub-Adviser from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Adviser from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio.

177

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Adviser. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement and the Sub-Advisory Agreement, including the fees payable thereunder, were fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement for the Portfolio.

Large Core.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners Large Core Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), as well as the renewal of the investment sub-advisory agreement (the “Sub-Advisory Agreements”) of the Portfolio between TAM and the following sub-advisers: Aronson+Johnson+Ortiz, LP and BlackRock Financial Management, Inc. (each a “Sub-Adviser” and collectively the “Sub-Advisers”), to determine whether the agreements should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreements would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement and Sub-Advisory Agreements through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Advisers such information as they deemed reasonably necessary to evaluate the agreements, including information about fees and performance of comparable funds managed by the Sub-Advisers. The Trustees also carefully considered information they had previously received from TAM and the Sub-Advisers as part of their regular oversight of the Portfolio, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory and Sub-Advisory Agreements, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review, the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM and the Sub-Advisers to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed the Sub-Advisers’ investment approaches for the Portfolio. The Trustees noted that they receive, on a quarterly basis, an execution analysis from Capital Institutional Services, Inc. (CAPIS), an independent provider of trade analyses, for the Sub-Advisers and a comparison of trading results against a peer universe of managers. The Board concluded that TAM and the Sub-

178

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

Advisers are capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM and the Sub-Advisers for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM and the Sub-Advisers, TAM’s management oversight process and the professional qualifications of the portfolio management team of the Sub-Advisers. The Trustees determined that TAM and the Sub-Advisers can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008. The Board noted that the Transamerica Partners Fund’s performance was in line with the median for its peer universe for the past 1-year period and below the median for the past 3- and 5-year periods and that the Transamerica Partners Institutional Fund’s performance was in line with the median for its peer universe for the past 1-year period and below the median for the past 3- and 5-year periods. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Advisers, the Board concluded that TAM and the Sub-Advisers are capable of generating a level of investment performance that is appropriate in light of the Portfolio’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management and sub-advisory fees for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the medians for its peer group and peer universe and the Transamerica Partners Institutional Fund’s that the contractual management fee was below the medians for its peer group and peer universe. The total expenses of the Transamerica Partners Fund were in line with the median for its peer group and above the median for its peer universe and the total expenses of the Transamerica Partners Institutional Fund were below the median for its peer group and in line with the median for its peer universe. Based on their review, the Trustees determined that the management and sub-advisory fees of the Portfolio generally are appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio, TAM and its affiliates, and the Sub-Advisers. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM and fees paid to the Sub-Advisers, in the future.

Benefits to TAM, its affiliates, or the Sub-Advisers from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Advisers from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio.

179

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Advisers. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement and the Sub-Advisory Agreements, including the fees payable thereunder, were fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreements for the Portfolio.

Large Growth.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners Large Growth Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), as well as the renewal of the investment sub-advisory agreement (the “Sub-Advisory Agreements”) of the Portfolio between TAM and the following sub-advisers: Marsico Capital Management, LLC, OFI Institutional Asset Management, Inc. and Wellington Management Company, LLP (each a “Sub-Adviser” and collectively the “Sub-Advisers”), to determine whether the agreements should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreements would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement and Sub-Advisory Agreements through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Advisers such information as they deemed reasonably necessary to evaluate the agreements, including information about fees and performance of comparable funds managed by the Sub-Advisers. The Trustees also carefully considered information they had previously received from TAM and the Sub-Advisers as part of their regular oversight of the Portfolio, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory and Sub-Advisory Agreements, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review, the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM and the Sub-Advisers to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed the Sub-Adviser’s investment approaches for the Portfolio. The Trustees noted that they receive, on a quarterly basis, an execution analysis from Capital Institutional Services, Inc. (CAPIS), an independent provider of trade analyses, for the Sub-Advisers and a

180

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

comparison of trading results against a peer universe of managers. The Board concluded that TAM and the Sub-Advisers are capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM and the Sub-Advisers for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM and the Sub-Advisers, TAM’s management oversight process and the professional qualifications of the portfolio management team of the Sub-Advisers. The Trustees determined that TAM and the Sub-Advisers can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008. The Board noted that the Transamerica Partners Fund’s performance was in line with the median for its peer universe for the past 1-year period and below the median for the past 3- and 5-year periods and that the Transamerica Partners Institutional Fund’s performance was in line with the median for its peer universe for the past 1- and 5-year periods and below the median for the past 3-year period. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Advisers, the Board concluded that TAM and the Sub-Advisers are capable of generating a level of investment performance that is appropriate in light of the Portfolio’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management and sub-advisory fees for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the medians for its peer group and peer universe and the Transamerica Partners Institutional Fund’s contractual management fee was below the medians for its peer group and peer universe. The total expenses of the Transamerica Partners Fund were in line with median for its peer group and above the median for its peer universe and the total expenses of the Transamerica Partners Institutional Fund were below medians for its peer group and peer universe. Based on their review, the Trustees determined that the management and sub-advisory fees of the Portfolio generally are appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio, TAM and its affiliates, and the Sub-Advisers. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM and fees paid to the Sub-Advisers, in the future.

Benefits to TAM, its affiliates, or the Sub-Advisers from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Advisers from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio. The Board also noted that the Sub-Advisers are participating in a brokerage program pursuant to which a portion of brokerage commissions paid by the Portfolio is recaptured for the benefit

181

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

of the Portfolio and its shareholders, thus limiting the amount of soft dollar arrangements the Sub-Advisers may engage in with respect to the Portfolio’s brokerage transactions.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Advisers. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement and the Sub-Advisory Agreements, including the fees payable thereunder, were fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreements for the Portfolio.

Growth.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners Growth Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), as well as the renewal of the investment sub-advisory agreement (the “Sub-Advisory Agreement”) of the Portfolio between TAM and Turner Investment Partners, Inc. (the “Sub-Adviser”), to determine whether the agreements should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement and Sub-Advisory Agreement through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Adviser such information as they deemed reasonably necessary to evaluate the agreements, including information about fees and performance of comparable funds managed by the Sub-Adviser. The Trustees also carefully considered information they had previously received from TAM and the Sub-Adviser as part of their regular oversight of the Portfolio, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory and Sub-Advisory Agreements, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review, the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM and the Sub-Adviser to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed the Sub-Adviser’s investment approach for the Portfolio. The Trustees noted that they receive, on a quarterly basis, an execution analysis from Capital

182

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

Institutional Services, Inc. (CAPIS), an independent provider of trade analyses, for the Sub-Adviser and a comparison of trading results against a peer universe of managers. The Board concluded that TAM and the Sub-Adviser are capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM and the Sub-Adviser for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM and the Sub-Adviser, TAM’s management oversight process and the professional qualifications of the portfolio management team of the Sub-Adviser. The Trustees determined that TAM and the Sub-Adviser can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008. The Board noted that the Transamerica Partners Fund’s performance was below the median for its peer universe for the past 1-, 3- and 5- year periods and that the Transamerica Partners Institutional Fund’s performance was below the median for its peer universe for the past 1-, 3- and 5- year periods. The Trustees discussed the reasons for the underperformance with TAM, and agreed to continue to monitor the performance of the Portfolio closely. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Adviser, the Board concluded that TAM and the Sub-Adviser are capable of generating a level of investment performance that is appropriate in light of the Portfolio’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management and sub-advisory fees for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the medians for its peer group and universe and the Transamerica Partners Institutional Fund’s contractual management fee was above the median for its peer group and in line with median for its peer universe. The total expenses of the Transamerica Partners Fund were below the median for its peer group and above the median for its peer universe and the total expenses of the Transamerica Partners Institutional Fund were below the median for its peer group and in line with the median for its peer universe. Based on their review, the Trustees determined that the management and sub-advisory fees of the Portfolio generally are appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio, TAM and its affiliates, and the Sub-Adviser. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM and fees paid to the Sub-Adviser, in the future.

Benefits to TAM, its affiliates, or the Sub-Adviser from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Adviser from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its

183

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

relationship with the Portfolio. The Board also noted that the Sub-Adviser is participating in a brokerage program pursuant to which a portion of brokerage commissions paid by the Portfolio is recaptured for the benefit of the Portfolio and its shareholders, thus limiting the amount of soft dollar arrangements the Sub-Adviser may engage in with respect to the Portfolio’s brokerage transactions.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Adviser. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement and the Sub-Advisory Agreement, including the fees payable thereunder, were fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement for the Portfolio.

Mid Value.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners Mid Value Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), as well as the renewal of the investment sub-advisory agreement (the “Sub-Advisory Agreements”) of the Portfolio between TAM and the following sub-advisers: Cramer Rosenthal McGlynn, LLC, LSV Asset Management and RiverSource Investments, LLC (each a “Sub-Adviser” and collectively the “Sub-Advisers”), to determine whether the agreements should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement and each Sub-Advisory Agreement would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement and Sub-Advisory Agreements through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Advisers such information as they deemed reasonably necessary to evaluate the agreements, including information about fees and performance of comparable funds managed by the Sub-Advisers. The Trustees also carefully considered information they had previously received from TAM and the Sub-Advisers as part of their regular oversight of the Portfolio, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory and Sub-Advisory Agreements, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review, the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among

184

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM and the Sub-Advisers to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed the Sub-Advisers’ investment approaches for the Portfolio. The Trustees noted that they receive, on a quarterly basis, an execution analysis from Capital Institutional Services, Inc. (CAPIS), an independent provider of trade analyses, for the Sub-Advisers and a comparison of trading results against a peer universe of managers. The Board concluded that TAM and the Sub-Advisers are capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM and the Sub-Advisers for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM and the Sub-Advisers, TAM’s management oversight process and the professional qualifications of the portfolio management team of the Sub-Advisers. The Trustees determined that TAM and the Sub-Advisers can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008. The Board noted that the Transamerica Partners Fund’s performance was in line with the median for its peer universe for the past 1- and 3-year periods and above the median for the past 5-year period and that the Transamerica Partners Institutional Fund’s performance was in line with the median for its peer universe for the past 1- year period and above the median for the past 3- and 5-year periods. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Advisers, the Board concluded that TAM and the Sub-Advisers are capable of generating a level of investment performance that is appropriate in light of the Portfolio’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management and sub-advisory fees for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the medians for its peer group and peer universe and the Transamerica Partners Institutional Fund’s contractual management fee was below the medians for its peer group and peer universe. The total expenses of the Transamerica Partners Fund were in line with the median for its peer group and above the median for its peer universe and the total expenses of the Transamerica Partners Institutional Fund were below the median for its peer group and peer universe. Based on their review, the Trustees determined that the management and sub-advisory fees of the Portfolio generally are appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio, TAM and its affiliates, and the Sub-Advisers. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine

185

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM and fees paid to the Sub-Advisers, in the future.

Benefits to TAM, its affiliates, or the Sub-Advisers from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Advisers from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio. The Board also noted that two of the Sub-Advisers (Cramer Rosenthal McGlynn, LLC and RiverSource Investments, LLC) are participating in a brokerage program pursuant to which a portion of brokerage commissions paid by the Portfolio is recaptured for the benefit of the Portfolio and its shareholders, thus limiting the amount of soft dollar arrangements the Sub-Advisers may engage in with respect to the Portfolio’s brokerage transactions.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Advisers. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement and the Sub-Advisory Agreements, including the fees payable thereunder, were fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreements for the Portfolio.

Mid Growth.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners Mid Growth Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), as well as the renewal of the investment sub-advisory agreement (the “Sub-Advisory Agreement”) of the Portfolio between TAM and Columbus Circle Investors (the “Sub-Adviser”), to determine whether the agreements should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement and Sub-Advisory Agreement through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Adviser such information as they deemed reasonably necessary to evaluate the agreements, including information about fees and performance of comparable funds managed by the Sub-Adviser. The Trustees also carefully considered information they had previously received from TAM and the Sub-Adviser as part of their regular oversight of the Portfolio, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory and Sub-Advisory Agreements, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review, the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at

186

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM and the Sub-Adviser to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed the Sub-Adviser’s investment approach for the Portfolio. The Trustees noted that they receive, on a quarterly basis, an execution analysis from Capital Institutional Services, Inc. (CAPIS), an independent provider of trade analyses, for the Sub-Adviser and a comparison of trading results against a peer universe of managers. The Board concluded that TAM and the Sub-Adviser are capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM and the Sub-Adviser for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM and the Sub-Adviser, TAM’s management oversight process and the professional qualifications of the portfolio management team of the Sub-Adviser. The Trustees determined that TAM and the Sub-Adviser can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008. The Board noted that the Transamerica Partners Fund’s performance was above the median for its peer universe for the past 1-, 3- and 5-year periods and that the Transamerica Partners Institutional Fund’s performance was above the median for its peer universe for the past 1-, 3- and 5-year periods. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Adviser, the Board concluded that TAM and the Sub-Adviser are capable of generating a level of investment performance that is appropriate in light of the Portfolio’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management and sub-advisory fees for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the medians for its peer group and peer universe and the Transamerica Partners Institutional Fund’s contractual management fee was below the median for its peer group and in line with the median for its peer universe. The total expenses of the Transamerica Partners Fund were above the medians for its peer group and peer universe and the total expenses of the Transamerica Partners Institutional Fund were below the medians for its peer group and peer universe. Based on their review, the Trustees determined that the management and sub-advisory fees of the Portfolio generally are appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio, TAM and its affiliates, and the Sub-Adviser. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the

187

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM and fees paid to the Sub-Adviser, in the future.

Benefits to TAM, its affiliates, or the Sub-Adviser from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Adviser from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio. The Board also noted that the Sub-Adviser is participating in a brokerage program pursuant to which a portion of brokerage commissions paid by the Portfolio is recaptured for the benefit of the Portfolio and its shareholders, thus limiting the amount of soft dollar arrangements the Sub-Adviser may engage in with respect to the Portfolio’s brokerage transactions.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Adviser. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement and the Sub-Advisory Agreement, including the fees payable thereunder, were fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement for the Portfolio.

Small Value.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners Small Value Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), as well as the renewal of the investment sub-advisory agreement (the “Sub-Advisory Agreements”) of the Portfolio between TAM and the following sub-advisers: Mesirow Financial Investment Management, Inc. and OFI Institutional Asset Management, Inc. (each a “Sub-Adviser” and collectively the “Sub-Advisers”), to determine whether the agreements should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreements would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement and Sub-Advisory Agreements through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Advisers such information as they deemed reasonably necessary to evaluate the agreements, including information about fees and performance of comparable funds managed by the Sub-Advisers. The Trustees also carefully considered information they had previously received from TAM and the Sub-Advisers as part of their regular oversight of the Portfolio, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory and Sub-Advisory Agreements, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review,

188

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM and the Sub-Advisers to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed the Sub-Advisers’ investment approaches for the Portfolio. The Trustees noted that they receive, on a quarterly basis, an execution analysis from Capital Institutional Services, Inc. (CAPIS), an independent provider of trade analyses, for the Sub-Advisers and a comparison of trading results against a peer universe of managers. The Board concluded that TAM and the Sub-Advisers are capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM and the Sub-Advisers for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM and the Sub-Advisers, TAM’s management oversight process and the professional qualifications of the portfolio management team of the Sub-Advisers. The Trustees determined that TAM and the Sub-Advisers can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008. The Board noted that the Transamerica Partners Fund’s performance was above the median for its peer universe for the past 1-year period and below the median for the past 3- and 5-year periods and that the Transamerica Partners Institutional Fund’s performance was above the median for its peer universe for the past 1-year period, in line with the median for the past 3-year period and below the median for the past 5-year period. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Advisers, the Board concluded that TAM and the Sub-Advisers are capable of generating a level of investment performance that is appropriate in light of the Portfolio’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management and sub-advisory fees for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the medians for its peer group and peer universe and the Transamerica Partners Institutional Fund’s contractual management fee was below the median for its peer group and in line with the median for its peer universe. The total expenses of the Transamerica Partners Fund were below the median for its peer group and above the median for its peer universe and the total expenses of the Transamerica Partners Institutional Fund were below the median for its peer group and in line with the median for its peer universe. Based on their review, the Trustees determined that the management and sub-advisory fees of the Portfolio generally are appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio, TAM and its affiliates, and the Sub-Advisers. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the

189

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM and fees paid to the Sub-Advisers, in the future.

Benefits to TAM, its affiliates, or the Sub-Advisers from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Advisers from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio. The Board also noted that one of the Sub-Advisers (Mesirow Financial Investment Management, Inc.) is participating in a brokerage program pursuant to which a portion of brokerage commissions paid by the Portfolio is recaptured for the benefit of the Portfolio and its shareholders, thus limiting the amount of soft dollar arrangements the Sub-Adviser may engage in with respect to the Portfolio’s brokerage transactions.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Advisers. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement and the Sub-Advisory Agreements, including the fees payable thereunder, were fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreements for the Portfolio.

Small Core.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners Small Core Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), as well as the renewal of the investment sub-advisory agreement (the “Sub-Advisory Agreements”) of the Portfolio between TAM and the following sub-advisers: INVESCO Institutional (N.A.), Inc. and Wellington Management Company, LLP (each a “Sub-Adviser” and collectively the “Sub-Advisers”), to determine whether the agreements should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreements would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement and Sub-Advisory Agreements through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Advisers such information as they deemed reasonably necessary to evaluate the agreements, including information about fees and performance of comparable funds managed by the Sub-Advisers. The Trustees also carefully considered information they had previously received from TAM and the Sub-Advisers as part of their regular oversight of the Portfolio, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund

190

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory and Sub-Advisory Agreements, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review, the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM and the Sub-Advisers to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed the Sub-Advisers’ investment approaches for the Portfolio. The Trustees noted that they receive, on a quarterly basis, an execution analysis from Capital Institutional Services, Inc. (CAPIS), an independent provider of trade analyses, for the Sub-Advisers and a comparison of trading results against a peer universe of managers. The Board concluded that TAM and the Sub-Advisers are capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM and the Sub-Advisers for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM and the Sub-Advisers, TAM’s management oversight process and the professional qualifications of the portfolio management team of the Sub-Advisers. The Trustees determined that TAM and the Sub-Advisers can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008. The Board noted that the Transamerica Partners Fund’s performance was in line with the median for its peer universe for the past 1-year period and below the median for the past 3- and 5-year periods and that the Transamerica Partners Institutional Fund’s performance was in line with the median for its peer universe for the past 1-year period and below the median for the past 3- and 5-year periods. The Trustees agreed that they would continue to monitor the performance of the Portfolio closely. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Advisers, the Board concluded that TAM and the Sub-Advisers are capable of generating a level of investment performance that is appropriate in light of the Portfolio’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management and sub-advisory fees for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the median for its peer group and peer universe and the Transamerica Partners Institutional Fund’s contractual management fee was in line with the median for its peer group and below the median for its peer universe. The total expenses of the Transamerica Partners Fund were in line with the median for its peer group and above the median for its peer universe and the total expenses of the Transamerica Partners Institutional Fund were below the median for its peer group and in line with median for its peer universe. Based on their review, the Trustees determined that the management and sub-advisory fees of the Portfolio generally are appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the

191

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

Portfolio, TAM and its affiliates, and the Sub-Advisers. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM and fees paid to the Sub-Advisers, in the future.

Benefits to TAM, its affiliates, or the Sub-Advisers from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Advisers from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio. The Board also noted that one of the Sub-Advisers (Wellington Management Company, LLP) is participating in a brokerage program pursuant to which a portion of brokerage commissions paid by the Portfolio is recaptured for the benefit of the Portfolio and its shareholders, thus limiting the amount of soft dollar arrangements the Sub-Adviser may engage in with respect to the Portfolio’s brokerage transactions.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Advisers. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement and the Sub-Advisory Agreements, including the fees payable thereunder, were fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreements for the Portfolio.

Small Growth.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners Small Growth Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), as well as the renewal of the investment sub-advisory agreement (the “Sub-Advisory Agreement”) of the Portfolio between TAM and Perimeter Capital Partners LLC (the “Sub-Adviser”), to determine whether the agreements should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement and Sub-Advisory Agreement through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM and the Sub-Adviser such information as they deemed reasonably necessary to evaluate the agreements, including information about fees and performance of comparable funds managed by the Sub-Adviser. The Trustees also carefully considered information they had previously received from TAM

192

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

and the Sub-Adviser as part of their regular oversight of the Portfolio, as well as comparative fee, expense, and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory and Sub-Advisory Agreements, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review, the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM and the Sub-Adviser to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Trustees also reviewed the Sub-Adviser’s investment approach for the Portfolio. The Trustees noted that they receive, on a quarterly basis, an execution analysis from Capital Institutional Services, Inc. (CAPIS), an independent provider of trade analyses, for the Sub-Adviser and a comparison of trading results against a peer universe of managers. The Board concluded that TAM and the Sub-Adviser are capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM and the Sub-Adviser for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM and the Sub-Adviser, TAM’s management oversight process and the professional qualifications of the portfolio management team of the Sub-Adviser. The Trustees determined that TAM and the Sub-Adviser can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008. The Board noted that the Transamerica Partners Fund’s performance was above the median for its peer universe for the past 1- and 3-year periods and in line with the median for its peer universe for the past 5-year period and that the Transamerica Partners Institutional Fund’s performance was above the median for its peer universe for the past 1- and 3-year periods and in line with the median for its peer universe for the past 5-year period. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM and the Sub-Adviser, the Board concluded that TAM and the Sub-Adviser are capable of generating a level of investment performance that is appropriate in light of the Portfolio’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management and sub-advisory fees for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the medians for its peer group and universe and the Transamerica Partners Institutional Fund’s contractual management fee was below the median for its peer group and in line with median for its peer universe. The total expenses of the Transamerica Partners Fund were in line with the median for its peer group and above the median for its peer universe and the total expenses of the Transamerica Partners Institutional Fund were below the median for its peer group and in line with the median for its peer universe. Based on their review, the Trustees

193

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

determined that the management and sub-advisory fees of the Portfolio generally are appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio, TAM and its affiliates, and the Sub-Adviser. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM and fees paid to the Sub-Adviser, in the future.

Benefits to TAM, its affiliates, or the Sub-Adviser from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM, its affiliates, and the Sub-Adviser from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio. The Board also noted that the Sub-Adviser is participating in a brokerage program pursuant to which a portion of brokerage commissions paid by the Portfolio is recaptured for the benefit of the Portfolio and its shareholders, thus limiting the amount of soft dollar arrangements the Sub-Adviser may engage in with respect to the Portfolio’s brokerage transactions.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations and oversee the portfolio management activities of the Sub-Adviser. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement and the Sub-Advisory Agreement, including the fees payable thereunder, were fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement and the Sub-Advisory Agreement for the Portfolio.

International Equity.  At a meeting of the Board of Trustees of Transamerica Partners Portfolios (the “Board”) held on June 4, 2009, the Board reviewed and considered the renewal of the investment advisory agreement (the “Investment Advisory Agreement”) between Transamerica Partners International Equity Portfolio (the “Portfolio”) and Transamerica Asset Management, Inc. (“TAM”), to determine whether the agreement should be renewed.

Following their review and consideration, the Trustees determined that the renewal of the Investment Advisory Agreement would enable shareholders of the Portfolio to obtain high quality services at a cost that is appropriate, fair, and in the best interests of Portfolio shareholders. The Board, including the independent members of the Board, unanimously approved the renewal of the Investment Advisory Agreement through June 30, 2010. In reaching their decision, the Trustees requested and obtained from TAM such information as they deemed reasonably necessary to evaluate the agreement. The Trustees also carefully considered information they had previously received from TAM as part of their regular oversight of the Fund, as well as comparative fee, expense,

194

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

and performance information prepared by Lipper Inc. (“Lipper”), an independent provider of mutual fund performance, and fee and expense information and profitability data prepared by management. In considering the proposed continuation of the Investment Advisory Agreement, the Trustees evaluated a number of considerations that they believed, in light of the legal advice furnished to them by independent legal counsel and their own business judgment, to be relevant. In conducting their review, the Trustees noted that the relevant analysis of investment performance, fees and expenses were better made at the level of the Funds that invest in the Portfolio (the Transamerica Partners Fund and Transamerica Partners Institutional Fund), since shareholders could not invest directly in the Portfolio and this is the manner in which Lipper provided its comparative information. They based their decisions on the following considerations, among others, although they did not identify any consideration or particular information that was controlling of their decisions:

The nature, extent and quality of the advisory services to be provided.  The Board considered the nature and quality of the services provided by TAM to the Portfolio in the past, as well as the services anticipated to be provided in the future. The Board concluded that TAM is capable of providing high quality services to the Portfolio, as indicated by the nature and quality of services provided in the past by TAM for this Portfolio and the experience, capability and integrity of TAM’s senior management, the financial resources of TAM, and the professional qualifications of the portfolio management team of TAM. The Trustees determined that TAM can provide investment and related services that are appropriate in scope and extent in light of the Portfolio’s operations, the competitive landscape of the investment company business and investor needs.

The investment performance of the Portfolio.  The Board examined the short and longer-term performance of the Portfolio, including relative performance against a peer universe of comparable mutual funds as prepared by Lipper for various trailing periods ended December 31, 2008. The Board noted that the Transamerica Partners Fund’s performance was below the median for its peer universe for the past 1-, 3- and 5-year periods and that the Transamerica Partners Institutional Fund’s performance was below the median for its peer universe for the past 1-, 3- and 5-year periods. On the basis of the Board’s assessment of the nature, extent and quality of advisory services to be provided or procured by TAM, the Board concluded that TAM is capable of generating a level of investment performance that is appropriate in light of the Fund’s investment objectives, policies and strategies and competitive with other investment companies.

The cost of advisory services provided and the level of profitability.  The Board reviewed profitability information of TAM’s cost of procuring fund management services, as well as the costs of provision of administration, fund accounting and other services, to the Portfolio and to Transamerica Partners Portfolios as a whole by TAM and its affiliates. The Board reviewed the management fee for the Portfolio. The Trustees noted that the Transamerica Partners Fund’s contractual management fee was above the medians for its expense group and universe and the Transamerica Partners Institutional Fund’s contractual management fee was above the median for its expense group and below the median for its expense universe. The total expenses of the Transamerica Partners Fund were above the medians for its expense group and universe and the total expenses of the Transamerica Partners Institutional Fund were below the median for its expense group and in line with the median for its expense universe. Based on their review, the Trustees determined that the management fee of the Portfolio generally is appropriate in light of the services expected to be provided or procured, and the anticipated profitability of the relationship between the Portfolio and TAM and its affiliates. In making these observations and determinations, the Board reviewed comparative information provided by Lipper.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Portfolio grows.  The Trustees considered the economies of scale with respect to the management of the Portfolio, whether the Portfolio had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees considered the absence of breakpoints in the management fee schedule, and concluded the absence of breakpoints was acceptable under the circumstances. The Trustees also concluded that they will have the opportunity to periodically reexamine

195

TRANSAMERICA PARTNERS PORTFOLIOS
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS — CONTRACT RENEWAL (Continued)

June 30, 2009
(Unaudited)

whether the Portfolio has achieved economies of scale, and the appropriateness of management fees payable to TAM, in the future.

Benefits to TAM and its affiliates from their relationship with the Portfolio.  The Board concluded that other benefits anticipated to be derived by TAM and its affiliates from their relationships with the Portfolio are expected to be consistent with industry practice and the best interests of the Portfolio and its shareholders. The Trustees noted that TAM would not realize soft dollar benefits from its relationship with the Portfolio.

Other considerations.  The Board determined that TAM has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Portfolio in a professional manner that is consistent with the best interests of the Portfolio and its shareholders. In this regard, the Trustees favorably considered the procedures and policies in place by TAM to enforce compliance with applicable laws and regulations. The Trustees also determined that TAM has made a significant entrepreneurial commitment to the management and success of the Portfolio, reflected by TAM’s expense limitation and fee waiver arrangements with the Portfolio, which may result in TAM waiving fees for the benefit of shareholders.

Conclusion.  After consideration of the factors described above as well as other factors, the Trustees, including all of the independent members of the Board, concluded that the Investment Advisory Agreement, including the fees payable thereunder, was fair and reasonable and voted to approve the renewal of the Investment Advisory Agreement for the Portfolio.

196

TRANSAMERICA PARTNERS HIGH QUALITY BOND PORTFOLIO

APPROVAL OF NEW INVESTMENT SUB-ADVISORY AGREEMENT

June 30, 2009

(Unaudited)

At a meeting of the Board of Trustees of Transamerica Partners Portfolios held on October 21, 2008, the Board considered approval of a new Investment Subadvisory Agreement with Merganser Capital Management LP (“Merganser”), on behalf of Transamerica Partners High Quality Bond Portfolio (the “New Subadvisory Agreement”) in light of Merganser’s impending acquisition by Annaly Capital Management, Inc. (the “Transaction”).

It was noted that the Transaction would constitute an “assignment” (within the meaning of the 1940 Act) which would result in the termination of the subadvisory agreement with Merganser (referred to as the Prior Subadvisory Agreement). At the Board meeting on October 21, 2008, prior to the close of the Transaction, the Board approved the New Subadvisory Agreement with Merganser. Discussed below are some of the material factors considered by the Board in approving the New Subadvisory Agreement.

The Board considered information with respect to Merganser, the rationale, structure and expected results of the Transaction and whether the New Subadvisory Agreement was in the best interests of the Portfolio and its holders of beneficial interests.

The Board considered that the Portfolio’s portfolio management team was not expected to change as a result of the Transaction. The Board also noted that, other than the effective and termination dates, the New Subadvisory Agreement was substantially identical to the Prior Subadvisory Agreement. In its deliberations, the Board also considered information that had been received by the Board in its most recent approval of the Prior Subadvisory Agreement, in addition to information provided in connection with the Board’s evaluation of the terms and conditions of the New Subadvisory Agreement.

Based upon its review and the representations made to it, the Board, including all of the Independent Board Members, concluded that (a) the terms of the New Subadvisory Agreement were reasonable, fair and in the best interests of the Portfolio and its holders of beneficial interests, and (b) the fees provided in the New Subadvisory Agreement were fair and reasonable in light of the usual and customary charges made for services of the same nature and quality. Accordingly, after consideration of the above factors, and such other factors and information as it deemed relevant, the Board, including all of the Independent Board Members, approved the New Subadvisory Agreement.

197

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY
4 Manhattanville Rd.
Purchase, New York 10577

2875 (8/09)

Item 1: Report(s) to Stockholders.

The Semi-Annual Report is attached.

Item 2: Code of Ethics.

Not applicable for semi-annual reports.

Item 3: Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4: Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5: Audit Committee of Listed Registrant.

Not applicable for semi-annual reports.

Item 6: Investments.

The schedules of investments are included in the Semi-Annual report to shareholders filed under Item 1 of this Form N-CSR.

Item 7: Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8: Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9: Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10: Submission of Matters to a Vote of Security Holders

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that have been implemented since the Registrant last provided disclosure in response to the requirements of this Item.

Item 11: Controls and Procedures.

(a) The Registrant’s principal executive officer and principal financial officer evaluated the Registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) are appropriately designed to ensure that information required to be disclosed by the Registrant in

2

the reports that it files on Form N-CSR (a) is accumulated and communicated to Registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

(b)

The Registrant’s principal executive officer and principal financial officer are aware of no change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12: Exhibits.

(a)	(1)	Not Applicable
	(2)	Separate certifications for Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(a) under the 1940 Act, are attached.
	(3)	Not Applicable

(b) A certification for Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(b) under the 1940 Act, is attached. The certification furnished pursuant to this paragraph is not deemed to be “filed” for purposes of Section 18 of the Securities Act of 1934, or otherwise subject to liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates it by reference.

3

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Transamerica Asset Allocation Variable Funds (Registrant)
By:	/s/ John K. Carter
	John K. Carter
	Chief Executive Officer
Date:  August 28, 2009

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ John K. Carter
	John K. Carter
	Chief Executive Officer
Date:  August 28, 2009
By:	/s/ Joseph P. Carusone
	Joseph P. Carusone
	Principal Financial Officer
Date:   August 28, 2009

4

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
12(a)(2)(i)	Section 302 N-CSR Certification of Chief Executive Officer
12(a)(2)(ii)	Section 302 N-CSR Certification of Principal Financial Officer
12(b)	Section 906 N-CSR Certification of Chief Executive Officer and Principal Financial Officer

5