nv14za
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 2009.
SECURITIES ACT FILE NO. 333-161674
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. þ
POST-EFFECTIVE AMENDMENT NO. o
TRANSAMERICA FUNDS
(Exact Name of Registrant as Specified in Charter)
570 Carillon Parkway, St. Petersburg, Florida 33716
(Address of Principal Executive Offices) (Zip Code)
(727) 299-1800
(Registrants Area Code and Telephone Number)
Dennis P. Gallagher, Esq.
570 Carillon Parkway, St. Petersburg, Florida 33716
(Name and Address of Agent for Service)
With Copies To:
Roger P. Joseph, Esq.
Lea Anne Copenhefer, Esq.
Bingham McCutchen LLP
One Federal Street, Boston, Massachusetts 02110
Approximate Date of Proposed Public Offering: As soon as practicable after this Registration
Statement is declared effective.
Title of Securities Being Registered:
Class I shares and Class P shares
The Registrant has registered an indefinite amount of securities under the Securities Act of 1933,
as amended, pursuant to Section 24(f) under the Investment Company Act of 1940, as amended;
accordingly, no fee is payable herewith because of reliance upon Section 24(f).
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary
to delay its effective date until the Registrant shall file a further amendment, which specifically
states that this Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall be effective
on such date as the Commission, acting pursuant to Section 8(a), may determine.
COMBINED
PROXY STATEMENT
OF
TRANSAMERICA
INVESTORS, INC.
on behalf of its Series:
TRANSAMERICA
PREMIER HIGH YIELD BOND FUND
TRANSAMERICA PREMIER CASH RESERVE FUND
(each, a Target Fund and together, the
Target Funds)
AND
PROSPECTUS
OF
TRANSAMERICA
FUNDS
on behalf of its Series:
TRANSAMERICA
HIGH YIELD BOND
TRANSAMERICA MONEY MARKET
(each, a Destination Fund and together, the
Destination Funds)
The address
and telephone number of each Target Fund and each Destination
Fund is:
570 Carillon
Parkway
St. Petersburg, Florida 33716
(Toll free) 1-888-233-4339
TRANSAMERICA
ASSET MANAGEMENT GROUP
Transamerica Investors, Inc.
Transamerica Premier Funds
570 Carillon Parkway
St. Petersburg, Florida 33716
October 6, 2009
Dear Shareholder:
You are being asked to vote on a proposed reorganization of your
Transamerica Premier fund into another Transamerica fund.
Detailed information about the proposal is contained in the
enclosed combined proxy statement/prospectus.
The Board of your Transamerica Premier fund has called a Special
Meeting of Shareholders for your fund to be held on
November 16, 2009, at the offices of Transamerica Asset
Management, Inc., 570 Carillon Parkway, St. Petersburg,
Florida 33716, at 11:00 a.m., Eastern Time, in order to
vote on the proposed reorganization. The enclosed combined proxy
statement/prospectus asks for your approval of the proposed
Agreement and Plan of Reorganization that provides for the
reorganization of your fund into another Transamerica fund.
After careful consideration, the Board of your fund recommends
that you vote FOR the reorganization.
The reorganization of your fund is one of a number of
reorganizations and other initiatives recently approved by the
Boards of the Transamerica funds. The initiatives are designed
to streamline the Transamerica fund complex, to promote
operating efficiencies, and to result in a more cohesive fund
platform. Two of the reorganizations are described in the
enclosed combined proxy statement/prospectus. It is anticipated
that all of the initiatives will be accomplished by mid-2010.
The Board of your fund has unanimously approved your funds
reorganization and believes the reorganization is in the best
interests of your fund and its shareholders.
If you have any questions, please call
1-888-456-7566
between 8 a.m. and 5 p.m., Eastern Time, Monday
through Friday. Thank you for your investment in the
Transamerica funds.
Sincerely,
/s/ John
K. Carter
John K. Carter
President and Chief Executive Officer
Chairman of the Board
Transamerica Asset Management Group
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
Transamerica
Investors, Inc.
Transamerica Premier Funds
SCHEDULED FOR NOVEMBER 16,
2009
To the
Shareholders of the Target Funds:
This is the formal agenda for a Special Meeting of Shareholders
of each Target Fund (the meeting). It tells you what
matters will be voted on by your Target Fund and the time and
place of the meeting, in case you want to attend in person.
The meeting will be held at the offices of Transamerica Asset
Management, Inc., 570 Carillon Parkway, St. Petersburg,
Florida 33716, at 11:00 a.m., Eastern Time, to consider the
following:
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PROPOSAL 1:
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To approve an Agreement and Plan of Reorganization, providing
for (i) the acquisition of all of the assets of
Transamerica Premier High Yield Bond Fund, in exchange for
shares of Transamerica High Yield Bond to be distributed to the
shareholders of Transamerica Premier High Yield Bond Fund and
the assumption of all of the liabilities of Transamerica Premier
High Yield Bond Fund by Transamerica High Yield Bond, and
(ii) the subsequent liquidation of Transamerica Premier
High Yield Bond Fund;
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PROPOSAL 2:
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To approve an Agreement and Plan of Reorganization, providing
for (i) the acquisition of all of the assets of
Transamerica Premier Cash Reserve Fund, in exchange for shares
of Transamerica Money Market to be distributed to the
shareholders of Transamerica Premier Cash Reserve Fund and the
assumption of all of the liabilities of Transamerica Premier
Cash Reserve Fund by Transamerica Money Market, and
(ii) the subsequent liquidation of Transamerica Premier
Cash Reserve Fund; and
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PROPOSAL 3:
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Any other business that may properly come before the meeting.
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YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF
ALL PROPOSALS UPON WHICH YOU ARE BEING ASKED TO VOTE.
Shareholders of record as of the close of business on
September 24, 2009 are entitled to vote at the meeting and
any related
follow-up
meetings.
Your vote is very important regardless of the number of votes
that you hold. Shareholders who do not expect to attend the
meeting are requested to complete, sign, date and return the
accompanying proxy card in the enclosed envelope, which needs no
postage if mailed in the United States. It is important that
your proxy card be returned promptly. For your convenience, you
may also authorize your proxy by telephone or via the internet
by following the enclosed instructions. If you authorize your
proxy by telephone or via the internet, please do not
return your proxy card unless you elect to change your
vote.
If shareholders do not return their proxies in sufficient
numbers, the Target Funds may be required to make additional
solicitations.
By Order of the Board of Directors,
/s/ Dennis
P. Gallagher
Dennis P. Gallagher
Vice President, General Counsel and Secretary
St. Petersburg, Florida
October 6, 2009
COMBINED PROXY STATEMENT
OF
TRANSAMERICA INVESTORS, INC.
on behalf of its Series:
TRANSAMERICA PREMIER HIGH YIELD
BOND FUND
TRANSAMERICA PREMIER CASH RESERVE FUND
(each, a Target Fund and together, the Target
Funds)
AND
PROSPECTUS
OF
TRANSAMERICA FUNDS
on behalf of its Series:
TRANSAMERICA HIGH YIELD BOND
TRANSAMERICA MONEY MARKET
(each, a Destination Fund and together, the
Destination Funds)
The address and telephone number of each Target Fund and each
Destination Fund is:
570 Carillon Parkway
St. Petersburg, Florida 33716
(Toll free) 1-888-233-4339
Shares of the Destination Funds have not been approved or
disapproved by the Securities and Exchange Commission (the
SEC). The SEC has not passed upon the accuracy or
adequacy of this Proxy Statement/Prospectus. Any representation
to the contrary is a criminal offense.
An investment in any Target Fund or Destination Fund (each
sometimes referred to herein as a Fund) is not a
bank deposit and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency,
except as described herein.
This Proxy Statement/Prospectus sets forth information about
the Destination Funds that an investor needs to know before
investing. Please read this Proxy Statement/Prospectus carefully
before investing and keep it for future reference.
INTRODUCTION
This combined Proxy Statement/Prospectus, dated October 6,
2009 (this Proxy Statement/Prospectus), is being
furnished to shareholders of the Target Funds in connection with
the solicitation by the Target Funds Board of Directors
(the Target Board or the Target
Directors) of proxies to be used at a Special Meeting of
Shareholders of the Target Funds to be held at the offices of
Transamerica Asset Management, Inc., 570 Carillon Parkway, St.
Petersburg, Florida 33716, on November 16, 2009 at
11:00 a.m., Eastern Time. This Proxy Statement/Prospectus
is being mailed to shareholders of the Target Funds on or about
October 12, 2009.
Each Target Fund is a series of Transamerica Investors, Inc., an
open-end management investment company organized as a Maryland
corporation (the Target Company). Each Destination
Fund is a series of Transamerica Funds, an open-end management
investment company organized as a Delaware statutory trust (the
Destination Trust).
This Proxy Statement/Prospectus contains information you should
know before voting on the proposed Agreement and Plan of
Reorganization (each, a Plan) that provides for the
reorganization of your Target Fund into a corresponding
Destination Fund (each, a Reorganization). A copy of
the form of the Plan is attached to this Proxy
Statement/Prospectus as Exhibit A.
The following table indicates (a) which Proposal relates to
which Target Fund and corresponding Destination Fund,
(b) the corresponding Destination Fund shares that each
Target Fund shareholder would receive if the Plan relating to
such Target Fund is approved, (c) which Target Fund
shareholders may vote on which Proposal, and (d) on what
page of this Proxy Statement/Prospectus the discussion regarding
each Proposal begins. The Proposals are numbered for
convenience. The consummation of one Reorganization is not
contingent on the consummation of the other Reorganization.
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Proposal
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Target Fund & Shares
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Destination Fund & Shares
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Shareholders Entitled to Vote
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Page
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Proposal 1
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Transamerica Premier High Yield Bond Fund
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Transamerica High Yield Bond
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Transamerica Premier High Yield Bond Fund
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3
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Investor Class
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Class P
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Institutional Class
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Class I
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Proposal 2
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Transamerica Premier Cash Reserve Fund
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Transamerica Money Market
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Transamerica Premier Cash Reserve Fund
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Investor Class
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Class P
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Please read this Proxy Statement/Prospectus, including
Exhibit A and Exhibit B, carefully. Although each
Reorganization is similar in structure, you should read
carefully the specific discussion regarding your Target
Funds Reorganization.
The date
of this Proxy Statement/Prospectus is October 6,
2009.
ii
For more complete information about each Fund, please read the
Funds prospectus and statement of additional information,
as they may be amended
and/or
supplemented. Each Funds prospectus and statement of
additional information, and other additional information about
each Fund, has been filed with the SEC
(http://www.sec.gov)
and is available upon oral or written request and without
charge. See Where to Get More Information below.
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Where to Get More Information
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Each Funds current prospectus and statement of additional
information, including any applicable supplements thereto.
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On file with the SEC
(http://www.sec.gov)
and available at no charge by calling the Funds toll-free
number:
1-888-233-4339
or by visiting the Funds website at
www.transamericafunds.com (select Transamerica Premier
Funds for the Target Funds and Transamerica
Funds for the Destination Funds).
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Each Funds most recent annual and semi-annual reports to
shareholders.
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On file with the SEC
(http://www.sec.gov)
and available at no charge by calling the Funds toll-free
number:
1-888-233-4339
or by visiting the Funds website at
www.transamericafunds.com (select Transamerica Premier
Funds for the Target Funds and Transamerica
Funds for the Destination Funds). See Available
Information.
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A statement of additional information for this Proxy
Statement/Prospectus, dated October 6, 2009 (the
SAI). The SAI contains additional information about
the Target Funds and the Destination Funds.
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On file with the SEC
(http://www.sec.gov)
and available at no charge by calling the Funds toll-free
number:
1-888-233-4339
or by visiting the Funds website at
www.transamericafunds.com (select Transamerica Premier
Funds for the Target Funds and Transamerica
Funds for the Destination Funds). The SAI is incorporated
by reference into this Proxy Statement/Prospectus.
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To ask questions about this Proxy Statement/Prospectus.
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Call the following toll-free telephone number:
1-888-456-7566.
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The Target Funds prospectus and statement of additional
information, each dated May 1, 2009, as supplemented, are
incorporated by reference into this Proxy Statement/Prospectus.
iii
TABLE OF
CONTENTS
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Page
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1
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3
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19
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30
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31
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31
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33
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34
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35
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39
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45
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59
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63
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64
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66
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66
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A-1
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B-1
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iv
SUMMARY
This Summary section is qualified in its entirety by
reference to the additional information contained elsewhere in
this Proxy Statement/Prospectus and the Agreement and Plan of
Reorganization relating to each Reorganization, a form of which
is attached to this Proxy Statement/Prospectus as
Exhibit A. Shareholders should read this entire Proxy
Statement/Prospectus, including Exhibit A and
Exhibit B, and the Funds prospectuses carefully for
more complete information.
How Will
the Reorganizations Work?
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Each Target Fund will transfer all of its property and assets to
the corresponding Destination Fund. In exchange, each
Destination Fund will assume all of the liabilities of the
corresponding Target Fund and issue shares, as described below.
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In the Reorganization involving Transamerica Premier High Yield
Bond Fund, Transamerica High Yield Bond will issue a number of
its Class P and Class I shares, as applicable, to
Transamerica Premier High Yield Bond Fund on the closing date of
the Reorganization (the Closing Date) having an
aggregate net asset value equal to the aggregate net asset value
of Transamerica Premier High Yield Bond Funds Investor
Class and Institutional Class shares, respectively. In the
Reorganization involving Transamerica Premier Cash Reserve Fund,
Transamerica Money Market will issue a number of its
Class P shares to Transamerica Premier Cash Reserve Fund on
the Closing Date having an aggregate net asset value equal to
the aggregate net asset value of Transamerica Premier Cash
Reserve Funds Investor Class shares.
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Shares of the corresponding class of each Destination Fund will
then be distributed on the Closing Date to the corresponding
Target Funds shareholders in complete liquidation of the
Target Fund in proportion to the relative net asset value of
their holdings of the applicable class of shares of the Target
Fund. Therefore, on the Closing Date, upon completion of the
applicable Reorganization, each Target Fund shareholder will
hold shares of the corresponding class of the corresponding
Destination Fund with the same aggregate net asset value as its
holdings of the applicable class of shares of the Target Fund
immediately prior to the Reorganization. The net asset value
attributable to a class of shares of a Target Fund will be
determined using the Target Funds valuation policies and
procedures and the net asset value attributable to a class of
shares of a Destination Fund will be determined using the
Destination Funds valuation policies and procedures. The
portfolio assets of each Target Fund and corresponding
Destination Fund are valued using the same valuation policies
and procedures.
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Each Target Fund will be terminated after the Closing Date.
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The consummation of one Reorganization is not contingent on the
consummation of the other Reorganization.
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No sales load, contingent deferred sales charge, commission,
redemption fee or other transactional fee will be charged as a
result of the Reorganizations. Following a Reorganization,
shareholders of the applicable Target Fund will be subject to
the fees and expenses of the corresponding Destination Fund
which, as is further discussed in this Proxy
Statement/Prospectus, could be higher than those of the Target
Fund, in the case of Transamerica High Yield Bond, and will be
higher than those of the Target Fund, in the case of
Transamerica Money Market.
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Following the Reorganizations, Transamerica Asset Management,
Inc. (TAM) will continue to act as investment
adviser to each Destination Fund, AEGON USA Investment
Management, LLC (AUIM) will continue to serve as
sub-adviser to Transamerica High Yield Bond and Transamerica
Investment Management, LLC (TIM) will continue to
serve as sub-adviser to Transamerica Money Market.
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The exchange of Target Fund shares for Destination Fund shares
in a Reorganization will not result in income, gain or loss
being recognized for federal income tax purposes by an
exchanging shareholder. The Reorganizations generally will not
result in the recognition of gain or loss for federal income tax
purposes by any Target Fund or Destination Fund.
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In addition to the Class I and Class P shares, as
applicable, to be issued in the Reorganizations, each
Destination Fund also offers Class A, Class B and
Class C shares. This Proxy Statement/Prospectus relates
only to the Destination Funds Class I and
Class P shares, as applicable, to be issued to Target Fund
shareholders in the Reorganizations.
1
Why did
the Target Directors Recommend the Reorganizations?
In recommending the Reorganization of your Target Fund, the
Target Board, including all of the Target Directors who are not
interested persons (as defined in the Investment
Company Act of 1940, as amended (the 1940 Act)) of
the Target Funds, the Destination Funds, TAM or Transamerica
Capital, Inc. (TCI), the Funds principal
underwriter and distributor (the Independent Target
Directors), after careful consideration, has determined
that the Reorganization is in the best interest of your Target
Fund and will not dilute the interests of the existing
shareholders of your Target Fund. The Board has made this
determination based on various factors, which include those that
are discussed in this Proxy Statement/Prospectus under each
Proposal in the section entitled Reasons for the Proposed
Reorganization.
Similarly, the Board of Trustees of each corresponding
Destination Fund (the Destination Board), including
all of the Trustees who are not interested persons
(as defined in the 1940 Act) of the Target Funds, the
Destination Funds, TAM or TCI (the Independent Destination
Trustees), has approved the Reorganization with respect to
the Destination Fund. The Destination Board has determined that
the Reorganization is in the best interests of such Destination
Fund and that the interests of the Destination Funds
shareholders would not be diluted as a result of the
Reorganization.
Who Bears
the Expenses Associated with the Reorganizations?
It is anticipated that the total cost of preparing, printing and
mailing this Proxy Statement/Prospectus will be approximately
$194,000. This cost will be shared equally by TAM, on the one
hand, and, subject to certain limitations, the Target Funds and
Destination Funds (and ultimately the shareholders of the Target
Funds and Destination Funds), on the other. The share of the
cost that is borne by the Funds will be allocated among the
Funds on the basis of certain benefits resulting from the
Reorganizations. This allocation may result in TAM bearing in
excess of 50% of the cost of the Reorganizations and, in the
case of the Reorganization discussed in Proposal 2, all of
the cost of the Reorganization, but in no event will the
Funds share exceed 50% of such cost.
What are
the Federal Income Tax Consequences of the
Reorganizations?
As a condition to the closing of each Reorganization, the
applicable Target Fund and corresponding Destination Fund must
receive an opinion of Bingham McCutchen LLP to the effect that
the Reorganization will constitute a reorganization
within the meaning of Section 368 of the Internal Revenue
Code of 1986, as amended (the Code). Accordingly, it
is expected that neither you nor in general your Target Fund
will recognize gain or loss as a direct result of the
Reorganization of your Target Fund, and that the aggregate tax
basis of the Destination Fund shares that you receive in the
Reorganization will equal the aggregate tax basis of the Target
Fund shares that you surrender in the Reorganization. However,
in order to maintain its qualification for tax treatment as a
regulated investment company, each Target Fund will declare and
pay a distribution of its realized net capital gains, if any,
its undistributed investment company taxable income (computed
without regard to the dividends-paid deduction), if any, and its
net tax-exempt income, if any, for the taxable year ending on
the Closing Date, to its shareholders shortly before the
applicable Reorganization. If you hold shares in a Target Fund
at that time, any such distribution may affect the amount,
timing and character of taxable income that you realize in
respect of your Target Fund shares. For more information, see
Tax Status of Each Reorganization on page 33 of
this Proxy Statement/Prospectus.
What
Happens if the Reorganization is Not Approved?
If your Target Fund shareholders do not approve the applicable
Reorganization, the meeting may be adjourned as to your Target
Fund as more fully described in this Proxy Statement/Prospectus,
and your Target Fund will continue to engage in business as a
separate investment management company and the Target Board will
consider what further action, if any, may be appropriate. The
consummation of one Reorganization is not contingent on the
consummation of the other Reorganization.
Who is
Eligible to Vote?
Shareholders of record of your Target Fund on September 24,
2009 (the Record Date) are entitled to attend and
vote at the meeting or any adjourned meeting. On each Proposal
with respect to a Target Fund, all shareholders of the Target
Fund, regardless of the class of shares held, will vote together
as a single class. Each shareholder of record of your Target
Fund at the close of business on the Record Date is entitled to
one vote for each share of the Target Fund held (with
proportional fractional votes for fractional shares). Shares
represented by properly executed proxies, unless revoked before
or at the meeting, will be voted according to shareholders
instructions. If you sign a proxy but do not fill in a vote,
your shares will not be voted to approve the applicable Plan. If
any other business comes before the meeting, your shares will be
voted at the discretion of the persons named as proxies.
2
TRANSAMERICA
PREMIER HIGH YIELD BOND FUND
AND
TRANSAMERICA HIGH YIELD BOND
PROPOSAL
1
APPROVAL
OF AGREEMENT AND PLAN OF REORGANIZATION
SUMMARY
The following is a summary of more complete information
appearing later in this Proxy Statement/Prospectus or
incorporated herein. You should read carefully the entire Proxy
Statement/Prospectus, including the exhibits, which include
additional information that is not included in the summary and
is a part of this Proxy Statement/Prospectus. Exhibit A is
the form of Agreement and Plan of Reorganization. For a
discussion of the terms of the Agreement and Plan of
Reorganization, please see the section entitled Terms of
Each Agreement and Plan of Reorganization in the back of
this Proxy Statement/Prospectus, after the discussion of the
Proposals.
If Proposal 1 is approved, Transamerica Premier High Yield
Bond Fund (the Target Fund) will be reorganized into
Transamerica High Yield Bond (the Destination Fund
and, together with the Target Fund, the Funds), and
the Destination Fund will issue a number of its Class P and
Class I shares, as applicable, to the Target Fund having an
aggregate net asset value equal to the aggregate net asset value
of the Target Funds Investor Class and Institutional Class
shares, respectively.
Both the Target Fund and the Destination Fund are advised by
Transamerica Asset Management, Inc. (TAM) and have
similar investment objectives, principal investment strategies
and policies and related risks. The tables below provide a
comparison of certain features of the two Funds. In the tables
below, if a row extends across the entire table, the information
disclosed applies to both the Destination Fund and the Target
Fund.
Comparison
of Transamerica Premier High Yield Bond Fund to Transamerica
High Yield Bond
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Transamerica Premier High Yield Bond Fund
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Transamerica High Yield Bond
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Investment objective
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The Fund seeks to achieve a high total return (income plus
capital appreciation) by investing primarily in debt instruments
and convertible securities, with an emphasis on lower- quality
securities.
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The Fund seeks a high level of current income by investing in
high-yield debt securities.
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Principal investment strategies and policies
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The Fund generally invests at least 80% of its assets in a
diversified selection of lower-rated bonds (below investment
grade), commonly known as junk bonds. These are
bonds rated below Baa by Moodys or below BBB by Standard
& Poors. The Funds sub-adviser, Transamerica
Investment Management, LLC (TIM), selects bonds that
it believes are likely to be upgraded, return high current
income, rise in value, and are unlikely to default on payments.
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The Funds sub- adviser, AEGON USA Investment Management,
LLC (AUIM), seeks to achieve this objective by
principally investing at least 80% of the Funds net assets
in a diversified portfolio of high-yield/high- risk bonds
(commonly known as junk bonds).
These
junk bonds are high risk debt securities rated in medium or
lower rating categories or determined by AUIM to be of
comparable quality.
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TIM uses a bottom- up approach to investing. TIM
studies industry and economic trends, but focuses on researching
individual issuers. The Funds portfolio is constructed one
company at a time. Each company passes through a research
process and stands on its own merits as a viable investment in
TIMs opinion.
To
achieve the Funds goal, TIMs fixed-
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AUIMs strategy is to achieve yields as high as possible
while managing risk. AUIM uses a top-down/bottom- up
approach in managing the Funds assets. The top-
down approach is to adjust the risk profile of the Fund.
AUIM analyzes four factors that affect the movement of
fixed-income bond prices which include: economic indicators;
technical indicators that are specific to the high-yield market;
investor sentiment and valuation. Analysis of these
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3
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Transamerica Premier High Yield Bond Fund
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Transamerica High Yield Bond
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income management team:
Seeks to achieve price appreciation and minimize
price volatility by identifying bonds that are likely to be
upgraded by qualified rating organizations
Employs research and credit analysts who seek to
minimize purchasing bonds that default by assessing the
likelihood of timely payment of interest and principal
Invests Fund assets in convertible and other
securities consistent with the objective of high total return
The
interest rates on short-term obligations held in the Funds
portfolio will vary, rising or falling with short-term interest
rates generally. The Funds yield will tend to lag behind
general changes in interest rates.
The
ability of the Funds yield to reflect current market rates
will depend on how quickly the obligations in its portfolio
mature and how much money is available for investment at current
market rates.
Consistent with the Funds objective and other policies,
TIM may, but need not, invest in derivatives, including futures,
forwards, options and swaps, and also in foreign securities.
The
Fund may invest its assets in cash, cash equivalent securities
or short term debt securities, repurchase agreements and money
market instruments. Under adverse or unstable market, economic
or political conditions, the Fund may do so without limit.
Although the Fund would do this only in seeking to avoid losses,
the Fund may be unable to pursue its investment objective during
that time, and it could reduce the benefit from any upswing in
the market. To the extent that the Fund has any uninvested cash,
the Fund would also be subject to risk with respect to the
depository institution holding the cash.
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factors assists AUIM in its decisions regarding the Funds
portfolio allocations.
AUIM
has developed a proprietary credit model that is the foundation
of its bottom- up analysis. The model tracks
historical cash flow numbers and calculates credit financial
ratios. Because high-yield companies are of higher financial
risk, AUIM does a thorough credit analysis of all companies in
the Funds portfolio, as well as all potential
acquisitions.
Each
potential buy and sell candidate is analyzed by AUIM from both
the top- down and bottom- up strategies.
An industry may look attractive in one area, but not the other.
They can review the results of their analysis and decide whether
or not to proceed with a transaction.
AUIM
may sell Fund securities when it determines there are changes in
economic indicators, technical indicators or valuation.
The
Fund may invest its assets in cash, cash equivalent securities
or short-term debt securities, repurchase agreements and money
market instruments. Under adverse or unstable market, economic
or political conditions, the Fund may do so without limit.
Although the Fund would do this only in seeking to avoid losses,
the Fund may be unable to pursue its investment objective during
that time, and it could reduce the benefit from any upswing in
the market. To the extent that the Fund has any uninvested cash,
the Fund would also be subject to risk with respect to the
depository institution holding the cash.
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Investment adviser
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TAM
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Sub-adviser
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TIM
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AUIM
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Portfolio managers
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Brian W. Westhoff, CFA
Portfolio Manager (co-lead)
Brian W. Westhoff is a Portfolio Manager at TIM. Prior to
joining TIM in 2003,
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David R. Halfpap, CFA
Senior Vice President Portfolio Manager
Iowa State University, B.S. 1974. Mr. Halfpap joined AUIM
in 1975. He is
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4
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Transamerica Premier High Yield Bond Fund
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Transamerica High Yield Bond
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Mr. Westhoff worked as an Equity Research Intern with
Credit Suisse Asset Management, as a Fixed Income Investment
Analyst at St. Paul Companies, and as an Argentine/Oil and Gas
Equity Research Intern with Merrill Lynch in Argentina. He holds
an M.B.A. from Thunderbird, the Garvin Graduate School of
International Management, and received a B.S. in business
administration from Drake University. Mr. Westhoff has earned
the right to use the Chartered Financial Analyst designation and
has 11 years of investment experience.
Kirk
J. Kim
Portfolio Manager (co-lead)
Kirk J. Kim is Principal and Portfolio Manager at TIM. He
manages sub-advised funds and institutional separate accounts in
TIMs Convertible Securities discipline and is a member of
TIMs Concentrated All Cap Growth Equity investment team.
Prior to joining TIM in 1997, Mr. Kim worked as a securities
analyst for The Franklin Templeton Group. Mr. Kim holds a B.S.
in Finance from the University of Southern California and has
13 years of investment experience.
Peter
O. Lopez
Portfolio Manager (co-lead)
Peter O. Lopez is Principal and Director of Research at
TIM. He co-manages sub- advised funds and institutional accounts
in the Large Growth Equity and Convertible Securities
disciplines. Prior to joining TIM in 2003, he was Managing
Director at Centre Pacific, LLC. Mr. Lopez also previously
served as a Senior Fixed Income Analyst for Transamerica
Investment Services, Inc. from 1997 to 2000. He holds an M.B.A.
in Finance and Accounting from The University of Michigan and
received a B.A. in economics from Arizona State University. Mr.
Lopez has 17 years of investment experience.
Derek
S. Brown, CFA
Portfolio Manager (co)
Derek S. Brown is a Portfolio Manager and Director of Fixed
Income at TIM. He
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responsible for formulating and directing portfolio strategy
and management for the Fund, the fixed-income portfolio of the
AEGON USA Inc. Pension Trust and AEGON Financial Partners. He is
a member of the Portfolio Managers Group and the Pension
Investment Policy Committee with asset management experience
spanning equities, high-yield bonds and investment-grade
corporate bonds. Mr. Halfpap is a member of the CFA Institute
and a former director of the Iowa Society of the Institute.
Bradley J. Beman, CFA, CPA
Senior Vice President, Director High Yield
University of Northern Iowa, B.A. 1987; University of Iowa,
M.B.A. 1991. Mr. Beman joined AUIM in 1988 after working in
various capacities with AEGON USA and Life Investors. Prior to
his current role, Mr. Beman held various investment
responsibilities ranging from Fixed Income Analyst to Director
of Credit Research. Mr. Beman currently manages the Public
High Yield Portfolio and is co-portfolio manager of the Fund. He
also provides oversight for additional asset classes within the
Public Fixed Income area.
Benjamin D. Miller, CFA
High Yield Portfolio Manager
University of Northern Iowa, B.A.; University of Iowa, M.B.A.
Mr. Miller joined AUIM in 1993 working as a Private
Placement research analyst. Prior to his current role,
Mr. Miller worked in various credit research roles in the
corporate bond department at AUIM. His current responsibilities
include high yield trading and portfolio management for the
AEGON USA High Yield General Portfolio, as well as the Fund.
The
Funds statement of additional information provides
additional information about the portfolio managers
compensation, other accounts managed by the portfolio managers,
and the portfolio managers ownership of securities in the
Fund.
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5
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Transamerica Premier High Yield Bond Fund
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Transamerica High Yield Bond
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manages mutual funds, sub-advised funds and institutional
accounts in TIMs Fixed Income discipline. Prior to joining
TIM in 2005, he served in the portfolio management and fixed
income trading departments at Bradford & Marzec, Inc. Mr.
Brown also previously worked in the trading departments of Back
Bay Advisors and The Boston Company Asset Management. He holds
an M.B.A. from Boston College and received a B.A. in
Communications Studies from University of Maine. Mr. Brown has
earned the right to use the Chartered Financial Analyst
designation and has 17 years of investment experience.
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Greg
D. Haendel, CFA
Portfolio Manager (co)
Greg D. Haendel is a Portfolio Manager at TIM. Prior to joining
TIM in 2003, he worked as a High Yield Intern for Metropolitan
West Asset Management, as a Fixed Income Intern for Lehman
Brothers in London, as a Mortgage-Backed Portfolio Manager for
Co-Bank in Colorado, and as a Global Debt Analyst for Merrill
Lynch in New York. Mr. Haendel holds an M.B.A. in Finance
and Accounting from The Anderson School at UCLA and received a
B.A. in economics from Amherst College. Mr. Haendel has
earned the right to use the Chartered Financial Analyst
designation and has 11 years of investment experience.
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The Funds statement of additional information provides
additional information about the portfolio managers
compensation, other accounts managed by the portfolio managers,
and the portfolio managers ownership of securities in
the Fund.
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Business
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The Fund is a diversified series of Transamerica Investors, Inc.
(the Target Company), an open-end management
investment company organized as a Maryland corporation.
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The Fund is a diversified series of Transamerica Funds (the
Destination Trust), an open-end management
investment company organized as a Delaware statutory trust.
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Net assets (as of June 30, 2009)
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$86,633,109
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$457,640,177
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6
Classes
of Shares, Fees and Expenses
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Transamerica Premier High Yield Bond Fund
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Transamerica High Yield Bond
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Investor Class and Class P sales charges and fees
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Investor Class/Class P shares are offered without an
initial sales
charge.
Investor Class/Class P shares are not subject to a
contingent
deferred sales charge.
Investor Class/Class P shares pay a distribution and
service (12b-1) fee, which is used to pay distribution and
service fees for the sale and distribution of the Funds
shares and to pay for non-distribution activities and services
provided to shareholders. These services include compensation to
financial intermediaries that sell Fund shares and/or service
shareholder accounts. The annual 12b-1 fee is 0.25% of the
average daily net assets of the Fund. The fee accrues daily and
is based on an annual percentage of the daily average net assets.
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Institutional Class and Class I sales charges and fees
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Institutional Class/Class I shares are offered without an
initial sales charge.
Institutional Class/Class I shares are not subject to a
contingent deferred sales charge.
Institutional Class/Class I shares are not subject to
distribution and service (12b-1) fees.
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Advisory fees
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TAM receives compensation, calculated daily and paid monthly,
from the Fund at an annual rate (expressed as a specified
percentage of the Funds average daily net assets) of
0.53%.
For the fiscal year ended December 31, 2008, the Fund paid
advisory fees of 0.53% and 0.53% of average daily net assets
attributable to Investor Class shares and Institutional Class
shares, respectively, after reimbursement and/or fee waivers.
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TAM receives compensation, calculated daily and paid monthly, from the Fund at the indicated annual rates (expressed as a specified percentage of the Funds average daily net assets):
0.59% for the first $400 million of assets in the Fund;
0.575% of assets over $400 million up to $750 million; and
0.55% of assets over $750 million.
For the fiscal year ended October 31, 2008, the Fund paid advisory fees of 0.59% of the Funds average daily net assets.
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Sub-adviser fees
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The sub-adviser receives compensation from TAM, calculated daily
and paid monthly, at an annual rate of 0.53% of the Funds
average daily net assets. TAM pays TIM out of the advisory fee
it receives with respect to the Fund (net of any fees waived by
TAM), and only to the extent thereof.
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The sub-adviser receives compensation, calculated daily and paid
monthly, from TAM at the indicated annual rates (expressed as a
specified percentage of the Funds average daily net
assets):
0.28% for the first $400 million of assets in the
Fund;
0.25% of assets over $400 million up to $750
million; and
0.20% of assets over $750 million.
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7
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Transamerica Premier High Yield Bond Fund
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Transamerica High Yield Bond
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Fee waiver and expense limitations
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Through an expense limitation agreement, TAM has contractually
agreed, through April 30, 2010, to waive part of its
advisory fee and/or to reimburse any other operating expenses to
ensure that annualized expenses for the Fund (other than
interest, taxes, brokerage commissions and extraordinary
expenses) will not exceed 0.90% and 0.65% of the average daily
net assets attributable to Investor Class shares and
Institutional Class shares, respectively. To the extent that TAM
waives fees or reduces fees, TIM will reimburse TAM for the
total amount of such waiver or reduction. TAM is entitled to
reimbursement by the Fund of fees waived or expenses reduced
during any of the previous 36 months beginning on the date
of the expense limitation agreement on any day the estimated
annualized Fund operating expenses are less than 0.90% or 0.65%,
as applicable (other than interest, taxes, brokerage commissions
and extraordinary expenses).
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Contractual arrangements have been made with TAM through March 1, 2011, to waive fees and/or reimburse fund expenses to the extent that the Funds total expenses exceed 1.24% of average daily net assets attributable to Class I shares, excluding 12b-1 fees and certain extraordinary expenses. TAM is entitled to reimbursement by the Fund of fees waived or expenses reduced during any of the previous 36 months beginning on the date of the expense limitation agreement if on any day the estimated annualized Fund operating expenses are less than 1.24% of average daily net assets, excluding certain extraordinary expenses.
TAM has contractually agreed to limit ordinary operating expense to the extent required to reduce the combined Destination Funds net expenses to 0.90% of the average daily net assets attributable to Class P shares of the combined Destination Fund, excluding certain extraordinary expenses. Assuming the shareholders of your Target Fund approve the Reorganization, this expense limitation will be in effect for the combined Destination Fund through March 1, 2011.
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For a comparison of the gross and net expenses of both Funds,
please see the class fee tables in the The Funds
Fees and Expenses section starting on page 13.
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Comparison
of Principal Risks of Investing in the Funds
Because the Funds have similar investment objectives and
principal investment strategies and policies, they are subject
to similar principal risks. Risk is inherent in all investing.
The value of your investment in a Fund, as well as the amount of
return you receive on your investment, may fluctuate
significantly from day to day and over time. You may lose part
or all of your investment in a Fund or your investment may not
perform as well as other similar investments.
Your primary risk in investing in the Funds is you could lose
money. The value of a Fund can fall if interest rates go up, or
if the issuer fails to pay the principal or interest payments
when due. Since each Fund invests in lower-rated bonds, it is
subject to a greater risk of loss of principal due to an
issuers non-payment of principal or interest; and its
performance is subject to more variance due to market
conditions, than a fund investing in higher-rated bonds. You
should carefully assess the risks associated with an investment
in the Funds.
Each Fund is subject to the following principal risks:
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Market. The value of securities owned by a
Fund may go up or down, sometimes rapidly or unpredictably. If
the market prices of the securities owned by a Fund fall, the
value of your investment in the Fund will decline. The value of
a security may fall due to factors affecting securities markets
generally or a particular sector of the securities markets or
factors affecting particular industries or issuers. The equity
and debt capital markets in the United States and
internationally have experienced unprecedented volatility. This
financial crisis has caused a significant decline in the value
and liquidity of many securities. This environment could make
identifying investment risks and opportunities especially
difficult. These market
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8
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conditions may continue or get worse. Changes in market
conditions will not have the same impact on all types of
securities.
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High-Yield Debt Securities. High-yield debt
securities, or junk bonds, are securities which are rated below
investment grade or, if unrated, are considered by
the sub-adviser to be of equivalent quality. High-yield debt
securities range from those for which the prospect for repayment
of principal and interest is predominantly speculative to those
which are currently in default on principal or interest payments
or in bankruptcy. A fund, like the Funds, with high-yield debt
securities may be more susceptible to credit risk and market
risk than a fund that invests only in higher quality debt
securities because these lower-rated debt securities are less
secure financially and more sensitive to downturns in the
economy. In addition, the secondary market for such securities
may not be as liquid as that for more highly rated debt
securities. As a result, a Funds sub-adviser may find it
more difficult to sell these securities or may have to sell them
at lower prices. High-yield securities are not generally meant
for short-term investing.
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Fixed-Income Securities. The value of
fixed-income securities may change daily based on changes in
interest rates, and other market conditions and factors. Risks
include, without limitation:
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market risk: fluctuations in market value.
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interest rate risk: the value of a fixed-income security
generally decreases as interest rates rise. This may also be the
case for dividend paying stocks. Increases in interest rates may
cause the value of your investment to go down. The longer the
maturity or duration, the more sensitive the value of a
fixed-income security is to fluctuations in interest rates.
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prepayment or call risk: declining interest rates may cause
issuers of securities held by a Fund to pay principal earlier
than scheduled or to exercise a right to call the securities,
forcing the Fund to reinvest in lower yielding securities.
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extension risk: rising interest rates may result in slower than
expected principal prepayments, which effectively lengthens the
maturity of affected securities, making them more sensitive to
interest rate changes.
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default or credit risk: issuers (or guarantors) defaulting on
their obligations to pay interest or return principal, being
perceived as being less creditworthy or having a credit rating
downgraded, or the credit quality or value of any underlying
asset declines. A Fund may incur expenses to protect the
Funds interest in securities experiencing these events. If
a Fund invests in securities that are subordinated to other
securities, or which represent interests in pools of such
subordinated securities, those investments may be
disproportionately affected by a default or even a perceived
decline in creditworthiness of the issuer. If, after purchase,
the credit rating on a security is downgraded or the credit
quality deteriorates, or if the maturity is extended, a
Funds sub-adviser will decide whether the security should
be held or sold. Upon the occurrence of certain triggering
events or defaults on a security held by a Fund, or if an issuer
of such a security has difficulty meeting its obligations, the
Fund may become the holder of a restructured security or of
underlying assets. In that case, the Fund may become the holder
of securities or other assets that it could not otherwise
purchase at a time when those assets may be difficult to sell or
can be sold only at a loss.
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The Target Fund is also subject to the following additional
principal risks:
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Derivatives. The use of derivative instruments
may involve risks and costs different from, and possibly greater
than, the risks and costs associated with investing directly in
securities or other traditional investments. The Target
Funds use of certain derivatives may in some cases involve
forms of financial leverage, which involves risk and may
increase the volatility of the Target Funds net asset
value. Even a small investment in derivatives can have a
disproportionate impact on the Target Fund. Using derivatives
can increase losses and reduce opportunities for gains when
market prices, interest rates or currencies, or the derivative
instruments themselves, behave in a way not anticipated by the
Target Fund. The other parties to certain derivative contracts
present the same types of default or credit risk as issuers of
fixed-income securities. Certain derivatives may be illiquid,
which may reduce the return of the Target Fund if it cannot sell
or terminate the derivative instrument at an advantageous time
or price. Some derivatives may be difficult to value, or the
risk that changes in the value of the instrument may not
correlate well with the
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9
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underlying asset, rate or index. In addition, derivatives may be
subject to market risk, interest rate risk and credit risk. The
Target Fund could lose the entire amount of its investment in a
derivative and, in some cases, could lose more than the
principal amount invested. Also, suitable derivative instruments
may not be available in all circumstances or at reasonable
prices. The Target Funds sub-adviser may not make use of
derivatives for a variety of reasons.
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Convertible Securities. Convertible securities
may include corporate notes or preferred stock, but ordinarily
are a long-term debt obligation of the issuer convertible at a
stated exchange rate into common stock of the issuer. As with
most debt securities, the market value of convertible securities
tends to decline as interest rates increase, and conversely, to
increase as interest rates decline. Convertible securities
generally offer lower interest or dividend yields than
non-convertible securities of similar quality. However, when the
market price of the common stock underlying a convertible
security exceeds the conversion price, the price of the
convertible security tends to reflect the value of the
underlying common stock.
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Foreign Securities. Investments in foreign
securities, including American Depositary Receipts
(ADRs), Global Depositary Receipts
(GDRs), and European Depositary Receipts
(EDRs), involve risks relating to political, social
and economic developments abroad, as well as risks resulting
from the differences between the regulations to which
U.S. and foreign issuer markets are subject. These risks
may include, without limitation:
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different accounting and reporting practices
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less information available to the public
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less (or different) regulation of securities markets
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more complex business negotiations
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less liquidity
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more fluctuations in prices
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delays in settling foreign securities transactions
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higher costs for holding shares (custodial fees)
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higher transaction costs
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vulnerability to seizure and taxes
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political or financial instability and small markets
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different market trading days
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Currency. When the Target Fund invests in
securities denominated in foreign currencies, it is subject to
the risk that those currencies will decline in value relative to
the U.S. dollar, or, in the case of hedging positions, that
the U.S. dollar will decline in value relative to the
currency being hedged. Currency rates in foreign countries may
fluctuate significantly over short periods of time for reasons
such as changes in interest rates, government intervention or
political developments. As a result, the Target Funds
investments in foreign currency denominated securities may
reduce the returns of the Target Fund.
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Focused Investing. To the extent the Target
Fund invests in a limited number of issuers, its performance may
be more volatile than funds that hold a greater variety of
securities.
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The
Funds Past Performance
The bar charts and tables below provide some indication of the
risks of investing in each Fund by showing you how the
performance of the Target Funds Institutional Class shares
and the Destination Funds Class I shares has varied
from year to year for 10 years or since inception, as
applicable, and how the average total returns of each
Funds applicable class of shares for different periods
compare to the returns of a broad measure of market performance.
Absent any applicable limitation of or cap on the Funds
expenses, performance would have been
10
lower. The Target Funds Investor Class shares and the
Destination Funds Class P shares will have different
performance because they have different expenses than the Target
Funds Institutional Class shares and the Destination
Funds Class I shares. No performance information is
presented for the Destination Funds Class P shares
because Class P shares are newly offered. A Funds
past performance (before and after taxes) is not necessarily an
indication of how the Fund will perform in the future.
Each Fund makes updated information available (available at no
charge by calling the Funds toll-free number:
1-888-233-4339
or by visiting the Funds website at
www.transamericafunds.com (select Transamerica Premier
Funds for the Target Fund and Transamerica
Funds for the Destination Fund)).
Transamerica
Premier High Yield Bond Funds Annual Returns
Institutional Class Shares
(years ended December 31)
Best calendar quarter: 6.60% for quarter ended
6/30/2003
Worst calendar quarter: (18.29)% for quarter ended
12/31/2008
The year-to-date return as of the most recent calendar quarter,
which ended
6/30/2009,
was 25.33%.
Transamerica
High Yield Bonds Annual Returns Class I
Shares
(years ended December 31)
Best calendar quarter: 4.19% for quarter ended
12/31/2006
Worst calendar quarter: (16.73)% for quarter ended
12/31/2008
The year-to-date return as of the most recent calendar quarter,
which ended
6/30/2009,
was 28.17%.
11
Transamerica
Premier High Yield Bond Funds Average Annual Total
Returns
(for periods ended December 31, 2008)(1)
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1 Year
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5 Years
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10 Years
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Investor Class
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Return before taxes
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(25.19
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)%
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(1.40
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)%
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1.53
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%
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Return after taxes on distributions(2)
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(27.51
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)%
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(3.86
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)%
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(1.42
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)%
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Return after taxes on distributions and sale of Fund shares(2)
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(16.06
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)%
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(2.34
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)%
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(0.31
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)%
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Institutional Class
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Return before taxes
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(25.13
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)%
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(1.17
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)%
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1.74
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%
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Return after taxes on distributions(2)
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(27.53
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)%
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(3.75
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)%
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(1.32
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)%
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Return after taxes on distributions and sale of Fund shares(2)
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(16.01
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)%
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(2.20
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)%
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(0.20
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)%
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Merrill Lynch U.S. High Yield, Cash Pay, BB-B Rated
Index(3)
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(23.63
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)%
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(0.28
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)%
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2.47
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%
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Merrill Lynch U.S. High Yield Cash Pay Index(4)
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(26.21
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)%
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(0.84
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)%
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2.27
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%
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(1) |
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Actual after-tax returns may depend on the investors
individual tax situation and may differ from those shown.
After-tax returns may not be relevant if the investment is made
through a tax-exempt or tax-deferred account. |
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(2) |
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The after-tax returns are calculated using the historic highest
individual federal marginal income tax rates and do not reflect
the impact of state and local taxes. |
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(3) |
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Merrill Lynch U.S. High Yield, Cash Pay, BB-B Rated Index is an
unmanaged index comprised of the
value-weighted
measure of approximately 1,500 BB and B rated bonds. The index
does not reflect any commissions, fees or taxes which would be
incurred by an investor purchasing the securities it represents. |
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(4) |
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Merrill Lynch U.S. High Yield Cash Pay Index is an unmanaged
portfolio constructed to mirror the public
high-yield
debt market. The index does not reflect any commissions, fees or
taxes which would be incurred by an investor purchasing the
securities it represents. |
Transamerica
High Yield Bonds Average Annual Total Returns
(for periods ended December 31, 2008)(1)
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1 Year
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Life of Class(2)
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Class I
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Return before taxes
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(24.98
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)%
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(2.94
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)%
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Return after taxes on distributions(3)
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(27.35
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)%
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(5.43
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)%
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Return after taxes on distributions and sale of Fund shares(3)
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|
(15.97
|
)%
|
|
|
(3.65
|
)%
|
Merrill Lynch U.S. High Yield Cash Pay Index(4)
|
|
|
(26.21
|
)%
|
|
|
(3.01
|
)%
|
|
|
|
(1) |
|
Actual after-tax returns may depend on the investors
individual tax situation and may differ from those shown.
After-tax returns may not be relevant if the investment is made
through a tax-exempt or tax-deferred account, such as a 401(k)
plan. |
|
(2) |
|
Class I commenced operations on November 8, 2004. |
|
(3) |
|
The after-tax returns are calculated using the historic highest
individual federal marginal income tax rates and do not reflect
the impact of state and local taxes. |
|
(4) |
|
Merrill Lynch U.S. High Yield Cash Pay Index is a widely
recognized, unmanaged index of market performance that is a
market value-weighted index of all domestic and Yankee
high-yield bonds. Issues included in the index have maturities
of one year or more and have a credit rating lower than
Baa3/BBB, but are not in default. The index does not reflect any
commissions, fees or taxes which would be incurred by an
investor purchasing the securities it represents. |
The portfolio management discussion of each Funds
performance for its last fiscal year is attached as
Exhibit B.
12
The
Funds Fees and Expenses
Shareholders of both Funds pay various fees and expenses, either
directly or indirectly. The table below shows the fees and
expenses that you would pay if you were to buy and hold shares
of each Fund. The fees and expenses in the table appearing below
are based on the expenses of the Funds for the twelve-month
period ended April 30, 2009. The table also shows the pro
forma expenses of the combined Destination Fund after giving
effect to the Reorganization based on pro forma net assets as of
April 30, 2009. Pro forma numbers are estimated in good
faith and are hypothetical. Actual expenses may vary
significantly.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
|
Transamerica
|
|
|
|
|
|
Transamerica
|
|
|
|
Transamerica
|
|
|
|
|
|
Transamerica
|
|
|
|
Premier High
|
|
|
Transamerica
|
|
|
High Yield
|
|
|
|
Premier High
|
|
|
Transamerica
|
|
|
High Yield
|
|
|
|
Yield Bond
|
|
|
High Yield
|
|
|
Bond
|
|
|
|
Yield Bond
|
|
|
High Yield
|
|
|
Bond
|
|
|
|
Fund
|
|
|
Bond
|
|
|
(Pro Forma)
|
|
|
|
Fund
|
|
|
Bond
|
|
|
(Pro Forma)
|
|
|
|
Investor
|
|
|
|
|
|
|
|
|
|
Institutional
|
|
|
|
|
|
|
|
|
|
Class
|
|
|
Class P(1)
|
|
|
Class P
|
|
|
|
Class
|
|
|
Class I
|
|
|
Class I
|
|
Shareholder Fees (fees paid directly from your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum sales charge (load) imposed on purchases (as a % of
offering price)
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Maximum deferred sales charge (load) (as a % of offering price)
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Redemption fee (as a % of amount redeemed)
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Annual Fund Operating Expenses (expenses that you pay
each year as a % of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Fees
|
|
|
0.53
|
%
|
|
|
N/A
|
|
|
|
0.59
|
%
|
|
|
|
0.53
|
%
|
|
|
0.59
|
%
|
|
|
0.59
|
%
|
Distribution and Service (12b-1) Fees
|
|
|
0.25
|
%
|
|
|
N/A
|
|
|
|
0.25
|
%
|
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
Other Expenses
|
|
|
0.64
|
%
|
|
|
N/A
|
|
|
|
0.28
|
%
|
|
|
|
0.14
|
%
|
|
|
0.07
|
%
|
|
|
0.08
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Annual Fund Operating Expenses
|
|
|
1.42
|
%
|
|
|
N/A
|
|
|
|
1.12
|
%
|
|
|
|
0.67
|
%
|
|
|
0.66
|
%
|
|
|
0.67
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense Reduction
|
|
|
0.52
|
%(2)
|
|
|
N/A
|
|
|
|
0.22
|
%(3)
|
|
|
|
0.02
|
%(2)
|
|
|
0.00
|
%(4)
|
|
|
0.00
|
%(4)
|
Net Operating Expenses
|
|
|
0.90
|
%
|
|
|
N/A
|
|
|
|
0.90
|
%
|
|
|
|
0.65
|
%
|
|
|
0.66
|
%
|
|
|
0.67
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Because Class P shares are newly offered, no fee and
expense information is available for Class P shares for the
twelve-month period ended April 30, 2009. |
|
(2) |
|
Through an expense limitation agreement, TAM has contractually
agreed, through April 30, 2010, to waive part of its
advisory fee and/or to reimburse any other operating expenses to
ensure that annualized expenses for the Fund (other than
interest, taxes, brokerage commissions and extraordinary
expenses) will not exceed 0.90% and 0.65% of the average daily
net assets attributable to Investor Class shares and
Institutional Class shares, respectively. To the extent that TAM
waives fees or reduces fees, TIM will reimburse TAM for the
total amount of such waiver or reduction. TAM is entitled to
reimbursement by the Fund of fees waived or expenses reduced
during any of the previous 36 months beginning on the date
of the expense limitation agreement on any day the estimated
annualized Fund operating expenses are less than 0.90% or 0.65%,
as applicable (other than interest, taxes, brokerage commissions
and extraordinary expenses). |
|
(3) |
|
TAM has contractually agreed to limit ordinary operating expense
to the extent required to reduce the Funds net expenses to
0.90% of the average daily net assets attributable to
Class P shares of the Fund, excluding |
13
|
|
|
|
|
certain extraordinary expenses. Assuming the Reorganization
occurs, this expense limitation will be in effect for the
combined Fund through March 1, 2011. |
|
(4) |
|
Contractual arrangements have been made with TAM through
March 1, 2011, to waive fees and/or reimburse fund expenses
to the extent that the funds total expenses exceed 1.24%
of average daily net assets, excluding 12b-1 fees and certain
extraordinary expenses. TAM is entitled to reimbursement by the
fund of fees waived or expenses reduced during any of the
previous 36 months beginning on the date of the expense
limitation agreement if on any day the estimated annualized fund
operating expenses are less than 1.24% of average daily net
assets, excluding certain extraordinary expenses. The fund may
not recapture any fees waived and/or reimbursed prior to
March 1, 2008. |
The hypothetical example below helps you compare the cost of
investing in each Fund. The example assumes that:
|
|
|
|
|
you invest $10,000 in each Fund;
|
|
|
|
you reinvest all dividends and distributions without a sales
charge;
|
|
|
|
you hold your shares for the time periods shown and then redeem
all of your shares at the end of those periods;
|
|
|
|
your investment has a 5% annual return (this assumption is
required by the SEC and is not a prediction of the Funds
future performance); and
|
|
|
|
each Funds operating expenses remain the same.
|
The example also assumes no fees for IRA accounts, if
applicable. Costs are the same whether you redeem at the end of
any period or not. Pro forma expenses are included assuming the
Reorganization of the Funds. The example is for comparison
purposes only and is not a representation of either Funds
actual expenses or returns, either past or future. Because
actual return and expenses will be different, the example is for
comparison only.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
|
|
|
|
|
|
|
Transamerica
|
|
Number of Years
|
|
Transamerica Premier
|
|
|
Transamerica High
|
|
|
High Yield Bond
|
|
You Own your Shares
|
|
High Yield Bond Fund
|
|
|
Yield Bond
|
|
|
(Pro Forma)
|
|
|
Investor Class/Class P
|
|
|
|
|
|
|
|
|
|
|
|
|
Year 1
|
|
$
|
92
|
|
|
|
N/A
|
|
|
$
|
92
|
|
Year 3
|
|
$
|
398
|
|
|
|
N/A
|
|
|
$
|
334
|
|
Year 5
|
|
$
|
727
|
|
|
|
N/A
|
|
|
$
|
596
|
|
Year 10
|
|
$
|
1,657
|
|
|
|
N/A
|
|
|
$
|
1,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Class/Class I
|
|
|
|
|
|
|
|
|
|
|
|
|
Year 1
|
|
$
|
66
|
|
|
$
|
67
|
|
|
$
|
68
|
|
Year 3
|
|
$
|
212
|
|
|
$
|
211
|
|
|
$
|
214
|
|
Year 5
|
|
$
|
371
|
|
|
$
|
368
|
|
|
$
|
373
|
|
Year 10
|
|
$
|
833
|
|
|
$
|
822
|
|
|
$
|
835
|
|
Portfolio
Turnover
Each Fund pays transaction costs, such as commissions, when it
buys and sells securities (or turns over its
portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not
reflected in annual fund operating expenses or in the example
above, affect a Funds performance. During the Target
Funds most recent fiscal year ended December 31,
2008, the Target Funds portfolio turnover rate was 82% of
the average value of its portfolio. During the Destination
Funds most recent fiscal year ended October 31, 2008,
the Destination Funds portfolio turnover rate was 38% of
the average value of its portfolio.
14
Reasons
for the Proposed Reorganization
The Board of the Target Fund, including its Independent
Directors, have unanimously determined that the proposed
Reorganization would be in the best interests of the Target Fund
and would not dilute the interests of the existing shareholders
of the Target Fund. The Board of the Destination Fund, including
the Independent Trustees, have unanimously determined that the
Reorganization would be in the best interests of the Destination
Fund and would not dilute the interests of the existing
shareholders of the Destination Fund. Each Board believes that
the proposed Reorganization will be advantageous to the
shareholders of the Fund it oversees. In determining whether to
approve the Reorganization and, in the case of the Target Fund,
to recommend their approval to shareholders of the Target Fund,
the Board Members considered the potential impact of the
proposed Reorganization on the Funds shareholders and a
variety of related factors, including, among others:
General
Considerations
|
|
|
|
|
The Board Members considered that the Reorganization presents an
opportunity for the shareholders of the Target Fund to become
investors in a combined fund that has a larger asset size
without the obligation to pay commissions or other transaction
costs that a fund normally incurs when purchasing securities.
The Board Members considered TAMs belief that this
opportunity may give the combined Destination Fund the ability
to diversify further its holdings and effect larger portfolio
trading transactions, for the benefit of shareholders.
|
|
|
|
The Board Members considered that the Reorganization could
eliminate any confusion in the marketplace caused by having two
funds with similar investment mandates and enhance the potential
for the combined Destination Fund to achieve growth in assets.
The Board Members noted that TAM believes that the combined
Destination Fund may be better positioned to attract assets than
the Target Fund, and that the larger size of the combined
Destination Fund may offer the potential for greater economies
of scale by enabling the combined Destination Fund to obtain
better net prices on securities trades and by reducing per share
expenses as fixed expenses are shared over a larger asset base.
|
|
|
|
The Board Members considered that the Reorganization could
eliminate certain redundancies and inefficiencies in the
Transamerica fund complex product line offerings, which could
strengthen TAMs ability to pursue investment and marketing
opportunities on behalf of the Transamerica funds. The Board
Members also considered that the Reorganization is one of a
number of reorganizations and other initiatives recently
approved by the Board Members of the Transamerica funds. The
Board Members noted that the initiatives are designed to
streamline the Transamerica fund complex, to promote operating
efficiencies, and to result in a more cohesive fund platform.
|
Fees
and Expenses
|
|
|
|
|
The Board Members considered that the investment advisory fees
payable by the Destination Fund are higher than the advisory
fees payable by the Target Fund but that, based on the pro forma
expense information provided by TAM, gross expense ratios of the
combined Destination Fund are expected to be the same or lower
for each class of shares of the combined Destination Fund as the
corresponding class of shares of the Target Fund. Furthermore,
the Board Members considered that TAM has contractually
undertaken through March 1, 2011 to waive fees
and/or
reimburse expenses on behalf of the Destination Fund to the
extent that the total expenses of Class I of the
Destination Fund exceed certain operating expense levels. The
Board Members noted that the fees and net expenses of the Target
Fund are lower than those of the Destination Fund. The Board
Members further noted that the predecessor adviser to the Target
Fund had kept fees and expenses low in an attempt to attract
assets. Management determined that this business strategy is not
economically viable in the long run and, thus, recommends the
proposed Reorganization, subject to the approval of the Target
Funds shareholders. After taking into consideration these
factors, as well as the other factors discussed herein, the
Board Members determined that the proposed Reorganization would
be in the best interests of the Target Fund.
|
|
|
|
|
|
The Board Members considered that, given the anticipated costs
and benefits of the Reorganization, the expenses associated with
the preparation, printing and mailing of any shareholder
communications,
|
15
|
|
|
|
|
including this Proxy Statement/Prospectus, and any regulatory
filings in connection with the Reorganization, would be shared
by TAM, and, subject to certain limits, the Target Fund and the
Destination Fund.
|
Investment
Performance
|
|
|
|
|
The Board Members noted that the performance of the Funds was
generally comparable over the 1-, 3-, 5- and
10-year
periods ended February 28, 2009. The Board Members noted
that the Destination Funds performance was higher than the
Target Funds performance for that
10-year
period and that the Target Funds performance was higher
than the Destination Funds performance for the 1-, 3- and
5-year
periods ended February 28, 2009.
|
Tax
|
|
|
|
|
The Board Members considered the expected tax-free nature of the
Reorganization for U.S. federal income tax purposes.
|
Investment
Program
|
|
|
|
|
The Board Members considered the investment objective and
policies of the Destination Fund and their compatibility with
those of the Target Fund.
|
Other
Considerations
|
|
|
|
|
The Board Members considered the terms and conditions of the
Agreement and Plan of Reorganization.
|
|
|
|
|
|
The Board Members considered that the portfolio managers of the
combined Destination Fund may conclude that a significant number
of holdings of the Target Fund may not be consistent with the
combined Destination Funds long-term investment strategy,
and may dispose of such positions, but that TAM represented that
portfolio transition should not have a material adverse effect
on the Funds and their shareholders and, furthermore,
represented that, as of April 30, 2009, all securities held
by each Target Fund would comply with the investment policies
and restrictions of the Destination Fund.
|
16
CAPITALIZATION
The following table sets forth the capitalization of the Target
Fund and the Destination Fund as of August 7, 2009 and the
pro forma combined capitalization of the combined Destination
Fund as if the Reorganization had occurred on that date. If the
Reorganization is consummated, the actual exchange ratios on the
Closing Date may vary from the exchange ratios used in the
computation below. This is due to changes in the market value of
the portfolio securities of both Funds between August 7,
2009 and the Closing Date, changes in the amount of
undistributed net investment income and net realized capital
gains of both Funds during that period resulting from income and
distributions, and changes in the accrued liabilities of both
Funds during the same period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
|
Transamerica
|
|
|
|
|
|
Transamerica High
|
|
|
|
Premier High Yield
|
|
|
Transamerica High
|
|
|
Yield Bond
|
|
|
|
Bond Fund
|
|
|
Yield Bond
|
|
|
(Pro Forma)
|
|
|
Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
53,006,943.50
|
|
|
$
|
53,006,943.50
|
|
Class B
|
|
|
|
|
|
$
|
11,667,282.35
|
|
|
$
|
11,667,282.35
|
|
Class C
|
|
|
|
|
|
$
|
17,810,794.31
|
|
|
$
|
17,810,794.31
|
|
Investor Class/Class P
|
|
$
|
63,744,863.75
|
|
|
|
|
|
|
$
|
63,744,863.75
|
|
Institutional Class/Class I
|
|
$
|
38,036,270.28
|
|
|
$
|
427,193,541.94
|
|
|
$
|
465,229,812.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Assets of Fund
|
|
$
|
101,781,134.03
|
|
|
$
|
509,678,562.10
|
|
|
$
|
611,459,696.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
8.02
|
|
|
$
|
8.02
|
|
Class B
|
|
|
|
|
|
$
|
8.02
|
|
|
$
|
8.02
|
|
Class C
|
|
|
|
|
|
$
|
8.00
|
|
|
$
|
8.00
|
|
Investor Class/Class P
|
|
$
|
6.39
|
|
|
|
|
|
|
$
|
6.39
|
|
Institutional Class/Class I
|
|
$
|
6.32
|
|
|
$
|
8.08
|
|
|
$
|
8.08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
|
6,605,823.434
|
|
|
|
6,605,823.434
|
|
Class B
|
|
|
|
|
|
|
1,455,186.829
|
|
|
|
1,455,186.83
|
|
Class C
|
|
|
|
|
|
|
2,226,074.335
|
|
|
|
2,226,074.34
|
|
Investor Class/Class P
|
|
|
9,972,486.343
|
|
|
|
|
|
|
|
9,972,486.343
|
|
Institutional Class/Class I
|
|
|
6,019,466.160
|
|
|
|
52,894,648.821
|
|
|
|
57,606,401.637
|
|
It is impossible to predict with any certainty how many shares
of the Destination Fund will actually be received and
distributed by your Target Fund on the Closing Date. The
foregoing table should not be relied upon to determine the
amount of Destination Fund shares that will actually be received
and distributed.
17
ADDITIONAL
INFORMATION
For information relating to each Fund and the Reorganization,
including tax capital loss carryforwards, voting rights and
required vote from the Target Fund shareholders and information
concerning the meeting of your Target Fund shareholders, the tax
status of the Reorganization, a comparison of the fundamental
investment policies of the Funds, how to buy, sell or exchange
Fund shares, how each Fund values its securities, financial
highlights information for each Fund and ownership of shares of
the Funds, please see the sections immediately following the
discussion of Proposal 2.
TARGET
BOARDS EVALUATION AND RECOMMENDATION
For the reasons described above, the Target Board, including the
Independent Target Directors, has approved the Reorganization.
In particular, the Target Directors has determined that the
Reorganization is in the best interest of the Target Fund and
that the interests of the Target Funds shareholders would
not be diluted as a result of the Reorganization. Similarly, the
Destination Board, including all of the Independent Destination
Trustees, has approved the Reorganization with respect to the
Destination Fund. They have determined that the Reorganization
is in the best interests of the Destination Fund and that the
interests of the Destination Funds shareholders would not
be diluted as a result of the Reorganization.
The Target Board and the Destination Board evaluated the
considerations described above, among others, which they
believed, in light of the legal advice furnished to them by fund
counsel and independent legal counsel and their own business
judgment, to be relevant. The Target Board and the Destination
Board based their respective determinations on such
considerations, although the Target Board and the Destination
Board did not identify any consideration or particular
information that was controlling of their respective
determinations.
THE TARGET DIRECTORS RECOMMEND THAT THE SHAREHOLDERS OF YOUR
TARGET FUND VOTE FOR PROPOSAL 1 TO APPROVE
THE AGREEMENT AND PLAN OF REORGANIZATION.
18
TRANSAMERICA
PREMIER CASH RESERVE FUND
AND
TRANSAMERICA MONEY MARKET
PROPOSAL 2
APPROVAL
OF AGREEMENT AND PLAN OF REORGANIZATION
SUMMARY
The following is a summary of more complete information
appearing later in this Proxy Statement/Prospectus or
incorporated herein. You should read carefully the entire Proxy
Statement/Prospectus, including the exhibits, which include
additional information that is not included in the summary and
is a part of this Proxy Statement/Prospectus. Exhibit A is
the form of Agreement and Plan of Reorganization. For a
discussion of the terms of the Agreement and Plan of
Reorganization, please see the section entitled Terms of
Each Agreement and Plan of Reorganization in the back of
this Proxy Statement/Prospectus, after the discussion of the
Proposals.
If Proposal 2 is approved, Transamerica Premier Cash
Reserve Fund (the Target Fund) will be reorganized
into Transamerica Money Market (the Destination Fund
and, together with the Target Fund, the Funds), and
the Destination Fund will issue a number of its Class P
shares to the Target Fund having an aggregate net asset value
equal to the aggregate net asset value of the Target Funds
Investor Class shares.
Both the Target Fund and the Destination Fund are advised by
Transamerica Asset Management, Inc. (TAM), have the
same sub-adviser and have the same investment objective and
similar principal investment strategies and policies and related
risks. The tables below provide a comparison of certain features
of the two Funds. In each table below, if a row extends across
the entire table, the information disclosed applies to both the
Destination Fund and the Target Fund.
Comparison
of Transamerica Premier Cash Reserve Fund to Transamerica Money
Market
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|
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Transamerica Premier Cash Reserve Fund
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|
Transamerica Money Market
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Investment
objective
|
|
The Fund seeks to maximize current income from money market
securities consistent with liquidity and preservation of
principal.
|
Principal
investment
strategies and
policies
|
|
The Fund is a money market fund. It invests primarily in a diversified selection of high-quality U.S. dollar-denominated money market instruments with remaining maturities of 13 months or less. The sub-adviser, Transamerica Investment Management, LLC (TIM), looks for securities with minimal credit risk. The Fund maintains an average maturity of 90 days or less.
To achieve its goal, the Fund invests primarily in:
Short-term corporate obligations, including commercial paper, notes and bonds
Obligations issued or guaranteed by the U.S. and foreign governments and their agencies or instrumentalities
Obligations of U.S. and foreign banks or their foreign branches, and U.S. savings banks
Repurchase agreements involving any of the securities mentioned above
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|
The Funds sub-adviser, TIM, seeks to achieve this objective by investing substantially all of the Funds assets in accordance with Rule 2a-7 under the 1940 Act in the following U.S. dollar-denominated instruments:
Short-term corporate obligations, including commercial paper, notes and bonds
Obligations issued or guaranteed by the U.S. and foreign governments and their agencies and instrumentalities
Obligations of U.S. and foreign banks, or their foreign branches, and U.S. savings banks
Repurchase agreements involving any of the securities mentioned above
TIM also seeks to maintain a stable net asset value of $1.00 per share by:
Investing in securities which TIM believes present minimal credit risk; and
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19
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Transamerica Premier Cash Reserve Fund
|
|
Transamerica Money Market
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|
The Fund seeks to maintain a stable net asset value of $1.00 per
share by:
Investing in securities which present minimal credit
risk
Maintaining the average maturity of obligations held
in the Funds portfolio at 90 days or less
There can be no assurance that the Fund will maintain a net
asset value of $1.00 per share.
Bank obligations purchased for the Fund are limited to U.S. or
foreign banks with total assets of $1.5 billion or more.
Similarly, savings association obligations purchased for the
Fund are limited to U.S. savings banks with total assets of $1.5
billion or more. Foreign securities purchased for the Fund must
be issued by foreign governments, agencies or instrumentalities,
or banks that meet the minimum $1.5 billion capital requirement.
These foreign obligations must also meet the same quality
requirements as U.S. obligations. The commercial paper and other
short-term corporate obligations TIM buys for the Fund are
determined by TIM to present minimal credit risks.
To the extent that the portfolio has any uninvested cash, the
Fund would also be subject to risk with respect to the
depository institution holding the cash.
|
|
Maintaining the average maturity of obligations held in the funds portfolio at 90 days or less.
Bank obligations purchased for the Fund are limited to U.S. or foreign banks with total assets of $1.5 billion or more. Similarly, savings association obligations purchased for the Fund are limited to U.S. savings association obligations issued by U.S. savings banks with total assets of $1.5 billion or more. Foreign securities purchased for the Fund must be U.S. dollar-denominated and issued by foreign governments, agencies or instrumentalities, or banks that meet the minimum $1.5 billion capital requirement. These foreign obligations must also meet the same quality requirements as U.S. obligations. The commercial paper and other short-term corporate obligations TIM buys for the Fund are determined by the fund manager to present minimal credit risks.
To the extent that the Fund has any uninvested cash, the Fund would also be subject to risk with respect to the depository institution holding the cash.
|
Investment
adviser
|
|
TAM
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Sub-adviser
|
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TIM
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Business
|
|
The Fund is a diversified series of Transamerica Investors, Inc.
(the Target Company), an open-end management
investment company organized as a Maryland corporation.
|
|
The Fund is a diversified series of Transamerica Funds (the
Destination Trust), an open-end management
investment company organized as a Delaware statutory trust.
|
Net assets (as of
June 30, 2009)
|
|
$52,699,701
|
|
$283,102,651
|
Classes
of Shares, Fees and Expenses
|
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|
|
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|
|
Transamerica Premier Cash Reserve Fund
|
|
Transamerica Money Market
|
|
Investor Class and
Class P sales
charges and fees
|
|
Investor Class/Class P shares are offered without an initial
sales charge.
Investor Class/Class P shares are not subject to a contingent
deferred sales charge.
Investor Class/Class P shares pay a distribution and service
(12b-1) fee, which is used to pay distribution and service fees
for the sale and distribution of the Funds shares and to
pay for non-distribution activities and services provided to
shareholders. These services include compensation to financial
intermediaries that sell Fund shares and/or service shareholder
accounts. The annual 12b-1 fee is 0.10% of the average daily net
assets of the Fund. The fee accrues daily and is based on an
annual percentage of the daily average net assets.
Investor Class/Class P shares do not currently pay 12b-1 fees
because the Funds distributor has agreed to waive the
distribution fees for the Fund until at least April 30, 2010.
This fee waiver may be terminated at any time without notice
after April 30, 2010.
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20
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|
|
|
|
|
|
Transamerica Premier Cash Reserve Fund
|
|
Transamerica Money Market
|
|
Advisory
fees
|
|
TAM receives compensation, calculated daily and paid monthly, from the Fund at an annual rate (expressed as a specified percentage of the Funds average daily net assets) of 0.33%.
For the fiscal year ended December 31, 2008, the Fund paid an advisory fee of 0.01% of the Funds average daily net assets, after reimbursement and/or fee waivers.
|
|
TAM receives compensation, calculated daily and paid monthly, from the Fund at an annual rate (expressed as a specified percentage of the Funds average daily net assets) of 0.40%.
For the fiscal year ended October 31, 2008, the Fund paid an advisory fee of 0.40% of the Funds average daily net assets.
|
Sub-adviser
fees
|
|
The sub-adviser receives compensation from TAM, calculated daily
and paid monthly, at an annual rate of 0.33% of the Funds
average daily net assets. TAM pays TIM out of the advisory fee
it receives with respect to the Fund (net of any fees waived by
TAM), and only to the extent thereof.
|
|
The sub-adviser receives compensation, calculated daily and paid
monthly, from TAM at an annual rate (expressed as a specified
percentage of the Funds average daily net assets) of 0.15%.
|
Fee waiver and expense limitations
|
|
Through an expense limitation agreement, TAM has contractually agreed, through April 30, 2010, to waive part of its advisory fee and/or to reimburse any other operating expenses to ensure that annualized expenses for the Fund (other than interest, taxes, brokerage commissions and extraordinary expenses) will not exceed 0.25%. To the extent that TAM waives fees or reduces fees, TIM will reimburse TAM for the total amount of such waiver or reduction. TAM is entitled to reimbursement by the Fund of fees waived or expenses reduced during any of the previous 36 months beginning on the date of the expense limitation agreement on any day the estimated annualized Fund operating expenses are less than 0.25% (other than interest, taxes, brokerage commissions and extraordinary expenses).
In order to avoid a negative yield, TAM or any of its affiliates may waive fees or reimburse expenses of one or more classes of the Fund. Any such waiver or expense reimbursement would be voluntary, could be discontinued at any time, and is subject in certain circumstances to reimbursement by the Fund to TAM or its affiliates. There is no guarantee that the Fund will be able to avoid a negative yield.
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|
Contractual arrangements have been made with TAM through March 1, 2011 to waive fees and/or reimburse Fund expenses to the extent that the Funds total expenses exceed 0.48%, excluding 12b-1 fees and extraordinary expenses. TAM is entitled to reimbursement by the Fund of fees waived or expenses reduced during any of the previous 36 months beginning on the date of the expense limitation agreement if on any day the estimated annualized fund operating expenses are less than 0.48%, excluding 12b-1 fees and extraordinary expenses.
In order to avoid a negative yield, TAM or any of its affiliates may waive fees or reimburse expenses of one or more classes of the Fund. Any such waiver or expense reimbursement would be voluntary, could be discontinued at any time, and is subject in certain circumstances to reimbursement by the Fund to TAM or its affiliates. There is no guarantee that the Fund will be able to avoid a negative yield.
|
For a comparison of the gross and net expenses of both Funds,
please see the class fee tables in the The Funds
Fees and Expenses section starting on page 24.
Comparison
of Principal Risks of Investing in the Funds
Because the Funds have the same investment objective and similar
principal investment strategies and policies, they are subject
to similar principal risks. An investment in the Target Fund or
the Destination Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation
(FDIC) or any other government agency. Although each
Fund seeks to preserve the value of your investment at $1.00 per
share, there can
21
be no assurance that this will be the case, and it is possible
to lose money by investing in the Funds. Each Fund could
underperform other short-term debt instruments or money market
funds.
Each Fund is subject to the following principal risks:
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Market. A decline in the market value of a
Fund investment, lack of liquidity in the bond markets or other
market events, including the ongoing global financial crisis,
could cause the value of your investment in the Fund, or its
yield, to decline.
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|
|
|
Interest Rates. The interest rates on
short-term obligations held in a Funds portfolio will
vary, rising or falling with short-term interest rates
generally. A Funds yield will tend to lag behind general
changes in interest rates.
|
Each Fund could lose money or underperform other short-term debt
instruments or money market funds. When interest rates increase,
the value of a Funds investments will decline. A decrease
in interest rates will result in a lower yield and, when
interest rates are very low, a Funds expenses could absorb
all or a significant portion of the Funds income.
The ability of a Funds yield to reflect current market
rates will depend on how quickly the obligations in its
portfolio mature and how much money is available for investment
at current market rates.
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Default or Credit Risk. Each Fund is also
subject to the risk that the issuer of a security in which it
invests (or a guarantor) may fail to pay the principal or
interest payments when due. Debt securities also fluctuate in
value based on the perceived creditworthiness of issuers. If an
obligor for a security held by a Fund fails to pay, otherwise
defaults or is perceived to be less creditworthy, the
securitys credit rating is downgraded, or the credit
quality or value of any underlying assets declines, the value of
your investment in the Fund could decline significantly.
|
A Fund may incur expenses to protect the Funds interest in
securities experiencing these events. If a Fund invests in
securities that are subordinated to other securities, or which
represent interests in pools of such subordinated securities,
those investments may be disproportionately affected by a
default or even a perceived decline in creditworthiness of the
issuer.
The credit quality of a Funds securities may change
rapidly, particularly during periods of market turmoil. If,
after purchase, the credit rating on a security is downgraded or
the credit quality deteriorates, or if the maturity is extended,
a Funds sub-adviser will decide whether the security
should be held or sold. Upon the occurrence of certain
triggering events or defaults on a security held by a Fund, or
if an issuer of such a security has difficulty meeting its
obligations, the Fund may become the holder of a restructured
security or of underlying assets. In that case, the Fund may
become the holder of securities or other assets that it could
not otherwise purchase at a time when those assets may be
difficult to sell or can be sold only at a loss. Any of these
events may cause the portfolios share price to go down.
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Bank Obligations. If a Fund concentrates in
U.S. bank obligations, the Fund will be particularly
sensitive to adverse events affecting U.S. banks. Banks are
sensitive to changes in money market and general economic
conditions, as well as decisions by regulators that can affect
banks profitability.
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Yield Fluctuations. Each Fund invests in
short-term money market instruments. As a result, the amount of
income paid to you by your Fund will go up or down depending on
day-to-day variations in short-term interest rates. Investing in
high quality, short-term instruments may result in a lower yield
(the income on your investment) than investing in lower quality
or longer-term instruments. When interest rates are very low, a
Funds expenses could absorb all or a significant portion
of the Funds income, and, if a Funds expenses exceed
the Funds income, the Fund may be unable to maintain its
$1.00 net asset value per share.
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Redemption. Each Fund may experience periods
of heavy redemptions that could cause the Fund to liquidate its
assets at inopportune times or at a loss or depressed value
particularly during periods of declining or illiquid markets.
Redemption risk is greater to the extent that a Fund has
investors with large shareholdings, short investment horizons,
or unpredictable cash flow needs. The redemption by one or more
large shareholders of their holdings in a Fund could have an
adverse impact on the remaining shareholders in the Fund.
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22
The
Funds Past Performance
The bar charts and tables below provide some indication of the
risks of investing in each Fund by showing you how the
performance of the Target Funds Investor Class shares and
the Destination Funds Class A shares has varied from
year to year for 10 years or since inception, as
applicable, and demonstrate the average total returns of each
Funds applicable class of shares for different periods.
Absent any applicable limitation of or cap on the Funds
expenses, performance would have been lower. The Destination
Funds Class P shares will have different performance
because they have different expenses than the Destination
Funds Class A shares. No performance information is
presented for the Destination Funds Class P shares
because Class P shares are newly offered. A Funds
past performance (before and after taxes) is not necessarily an
indication of how the Fund will perform in the future.
Each Fund makes updated information available (available at no
charge by calling the Funds toll-free number:
1-888-233-4339
or by visiting the Funds website at
www.transamericafunds.com (select Transamerica Premier
Funds for the Target Fund and Transamerica
Funds for the Destination Fund)).
Transamerica
Premier Cash Reserve Funds Annual Returns
Investor Class Shares
(years ended December 31)
Best calendar quarter: 1.63% for quarter ended
9/30/2000
Worst calendar quarter: 0.20% for quarter ended
3/31/2004
The year-to-date return as of the most recent calendar quarter,
which ended
6/30/2009,
was 0.22%.
Transamerica
Money Markets Annual Returns Class A
Shares
(years ended December 31)
Best calendar quarter: 1.15% for quarter ended
9/30/2006
Worst calendar quarter: 0.06% for quarter ended
9/30/2003
The year-to-date return as of the most recent calendar quarter,
which ended
6/30/2009,
was 0.03%.
Transamerica
Premier Cash Reserve Funds Average Annual Total Returns
(for periods ended December 31, 2008)(1)
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1 Year
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5 Years
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10 Years
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Investor Class
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Return before taxes
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2.57
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%
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3.35
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%
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3.47
|
%
|
23
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(1) |
|
Actual returns may depend on the investors individual tax
situation. After-tax returns may not be relevant if the
investment is made through a tax-exempt or tax-deferred account. |
|
Note: |
|
The current day and
seven-day
effective yields were 1.73% and 1.63% for the Investor Class,
respectively, as of December 31, 2008. You can get current
yield information for the Target Fund by calling
1-800-89-ASK-US. |
Transamerica
Money Markets Average Annual Total Returns
(for periods ended December 31,
2008)(1)
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1 Year
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5 Years
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Life of Class(2)
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Class A
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Return before taxes
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1.98
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%
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|
2.77
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%
|
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|
2.16
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%
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|
|
(1) |
|
Actual returns may depend on the investors individual tax
situation. |
|
(2) |
|
Class A commenced operations on March 1, 2002. |
|
Note: |
|
The
seven-day
effective yield was 1.92% for the Class A shares as of
October 31, 2008. Call Customer Service (1-888-233-4339)
for the current
7-day yield. |
The
Funds Fees and Expenses
Shareholders of both Funds pay various fees and expenses, either
directly or indirectly. The table below shows the fees and
expenses that you would pay if you were to buy and hold shares
of each Fund. The fees and expenses in the table appearing below
are based on the expenses of the Funds for the twelve-month
period ended April 30, 2009. The table also shows the pro
forma expenses of the combined Destination Fund after giving
effect to the Reorganization based on pro forma net assets as of
April 30, 2009. Pro forma numbers are estimated in good
faith and are hypothetical. Actual expenses may vary
significantly.
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Combined
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Transamerica
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Transamerica
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Premier Cash
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Transamerica
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Money Market
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Reserve Fund
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Money Market
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(Pro Forma)
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Investor Class
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Class P(1)
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Class P
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Shareholder Fees (fees paid directly from your investment)
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Maximum sales charge (load) imposed on purchases (as a % of
offering price)
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None
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None
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None
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Maximum deferred sales charge (load) (as a % of offering price)
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None
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None
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None(2
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)
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Redemption fee (as a % of amount redeemed)
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None
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None
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None
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Annual Fund Operating Expenses (expenses that you pay
each year as a % of the value of your investment)
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Management Fees
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0.33
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%
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N/A
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0.40
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%
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Distribution and Service (12b-1) Fees
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0.00
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%(2)
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N/A
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0.00
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%(2)
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Other Expenses
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0.28
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%(3)
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N/A
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0.20
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%
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Total Annual Fund Operating Expenses
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0.61
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%(3)
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N/A
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0.60
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%
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Expense Reduction
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0.33
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%(4)(5)
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N/A
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0.12
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%(4)(6)
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Net Operating Expenses
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0.28
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%(3)
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N/A
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0.48
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%
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(1) |
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Because Class P shares are newly offered, no fee and
expense information is available for Class P shares for the
twelve-month period ended April 30, 2009. |
24
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(2) |
|
The annual 12b-1 fee is 0.10% of the average daily net assets of
each Fund. The Funds distributor has agreed to waive the
12b-1 fees for the Fund until at least April 30, 2010. This
fee waiver may be terminated at any time without notice after
April 30, 2010. |
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(3) |
|
Inclusive of additional costs associated with participating in
the U.S. Department of the Treasurys Temporary Guarantee
Program for Money Market Funds (the Program). The
impact of this expense is 0.03%, which is not reimbursed by TAM.
The Program was in effect through September 18, 2009. |
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|
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(4) |
|
In order to avoid a negative yield, TAM or any of its affiliates
may waive fees or reimburse expenses of one or more classes of
each Fund. Any such waiver or expense reimbursement would be
voluntary, could be discontinued at any time, and is subject in
certain circumstances to reimbursement by a Fund to TAM or its
affiliates. There is no guarantee that a Fund will be able to
avoid a negative yield. |
|
(5) |
|
Through an expense limitation agreement, TAM has contractually
agreed, through April 30, 2010, to waive part of its
advisory fee and/or to reimburse any other operating expenses to
ensure that annualized expenses for the Fund (other than
interest, taxes, brokerage commissions and extraordinary
expenses) will not exceed 0.25%. To the extent that TAM waives
fees or reduces fees, TIM will reimburse TAM for the total
amount of such waiver or reduction. TAM is entitled to
reimbursement by the Fund of fees waived or expenses reduced
during any of the previous 36 months beginning on the date
of the expense limitation agreement on any day the estimated
annualized Fund operating expenses are less than 0.25% (other
than interest, taxes, brokerage commissions and extraordinary
expenses). |
|
(6) |
|
Contractual arrangements have been made with TAM through
March 1, 2011 to waive fees and/or reimburse Fund expenses
to the extent that the Funds total expenses exceed 0.48%,
excluding 12b-1 fees and extraordinary expenses. TAM is entitled
to reimbursement by the Fund of fees waived or expenses reduced
during any of the previous 36 months beginning on the date
of the expense limitation agreement if on any day the estimated
annualized fund operating expenses are less than 0.48%,
excluding 12b-1 fees and extraordinary expenses. |
The hypothetical example below helps you compare the cost of
investing in each Fund. The example assumes that:
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you invest $10,000 in each Fund;
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you reinvest all dividends and distributions without a sales
charge;
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you hold your shares for the time periods shown and then redeem
all of your shares at the end of those periods;
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your investment has a 5% annual return (this assumption is
required by the SEC and is not a prediction of the Funds
future performance); and
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each Funds operating expenses remain the same.
|
The example also assumes no fees for IRA accounts, if
applicable. Costs are the same whether you redeem at the end of
any period or not. Pro forma expenses are included assuming the
Reorganization of the Funds. The example is for comparison
purposes only and is not a representation of either Funds
actual expenses or returns, either past or future. Because
actual return and expenses will be different, the example is for
comparison only. The example assumes that the expense of the
Program will only be in effect for Year 1.
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Combined
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Transamerica Money
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|
Number of Years
|
|
Transamerica Premier
|
|
|
Transamerica Money
|
|
|
Market
|
|
You Own your Shares
|
|
Cash Reserve Fund
|
|
|
Market
|
|
|
(Pro Forma)
|
|
|
Investor Class/Class P
|
|
|
|
|
|
|
|
|
|
|
|
|
Year 1
|
|
$
|
29
|
|
|
|
N/A
|
|
|
$
|
52
|
|
Year 3
|
|
$
|
153
|
|
|
|
N/A
|
|
|
$
|
180
|
|
Year 5
|
|
$
|
291
|
|
|
|
N/A
|
|
|
$
|
323
|
|
Year 10
|
|
$
|
694
|
|
|
|
N/A
|
|
|
$
|
737
|
|
25
Reasons
for the Proposed Reorganization
The Board of the Target Fund, including its Independent
Directors, have unanimously determined that the proposed
Reorganization would be in the best interests of the Target Fund
and would not dilute the interests of the existing shareholders
of the Target Fund. The Board of the Destination Fund, including
the Independent Trustees, have unanimously determined that the
Reorganization would be in the best interests of the Destination
Fund and would not dilute the interests of the existing
shareholders of the Destination Fund. Each Board believes that
the proposed Reorganization will be advantageous to the
shareholders of the Fund it oversees. In determining whether to
approve the Reorganization and, in the case of the Target Fund,
to recommend their approval to shareholders of the Target Fund,
the Board Members considered the potential impact of the
proposed Reorganization on the Funds shareholders and a
variety of related factors, including, among others:
General
Considerations
|
|
|
|
|
The Board Members considered that the Reorganization presents an
opportunity for the shareholders of the Target Fund to become
investors in a combined fund that has a larger asset size
without the obligation to pay transaction costs that a fund
normally incurs when purchasing securities. The Board Members
considered TAMs belief that this opportunity may give the
combined Destination Fund the ability to diversify further its
holdings and effect larger portfolio trading transactions, for
the benefit of shareholders.
|
|
|
|
The Board Members considered that the Reorganization could
eliminate any confusion in the marketplace caused by having two
funds with similar investment mandates and enhance the potential
for the combined Destination Fund to achieve growth in assets.
The Board Members noted that TAM believes that the combined
Destination Fund may be better positioned to attract assets than
the Target Fund, and that the larger size of the combined
Destination Fund may offer the potential for greater economies
of scale by enabling the combined Destination Fund to obtain
better conditions and prices on trades and by reducing per share
expenses as fixed expenses are shared over a larger asset base.
|
|
|
|
The Board Members considered that the Reorganization could
eliminate certain redundancies and inefficiencies in the
Transamerica fund complex product line offerings, which could
strengthen TAMs ability to pursue investment and marketing
opportunities on behalf of the Transamerica funds. The Board
Members also considered that the Reorganization is one of a
number of reorganizations and other initiatives recently
approved by the Board Members of the Transamerica funds. The
Board Members noted that the initiatives are designed to
streamline the Transamerica fund complex, to promote operating
efficiencies, and to result in a more cohesive fund platform.
|
Fees
and Expenses
|
|
|
|
|
The Board Members considered that the pro forma net expense
ratio of the combined Destination Fund is expected to be higher
for Class P shares of the combined Destination Fund as
compared to the corresponding class of shares of the Target
Fund. The Board Members noted that the lower historical net
expense ratio of the Target Fund Investor Class shares was due
to a below market contractual expense limitation agreement with
TAM that has been in place for a number of years, and that TAM
did not intend to continue to subsidize the Target Fund beyond
April 30, 2010 because such undertaking is not economically
viable for TAM. The Board Members considered TAMs
expectation that gross expense levels would generally remain the
same and that TAM has contractually undertaken through
March 1, 2011 to waive fees
and/or
reimburse expenses on behalf of the Destination Fund to the
extent that the total operating expenses of Class P of the
Destination Fund exceed certain operating expense levels. The
Board Members noted that the fees and expenses of the Target
Fund are lower than those of the Destination Fund. The Board
Members further noted that the predecessor adviser to the Target
Fund had kept fees and expenses below market in an attempt to
attract assets. Management determined that this business
strategy is not economically viable in the long run and, thus,
recommends the proposed Reorganization, subject to the approval
of the Target Funds shareholders. After taking into
consideration these factors, as well as the other factors
discussed herein, the Board Members determined that the proposed
Reorganization would be in the best interests of the Target Fund.
|
|
|
|
|
|
The Board Members considered TAMs belief that the embedded
losses in each Fund were immaterial.
|
26
|
|
|
|
|
The Board Members considered that, given the anticipated costs
and benefits of the Reorganization, the expenses associated with
the preparation, printing and mailing of any shareholder
communications, including this Proxy Statement/Prospectus, and
any regulatory filings in connection with the Reorganization,
would be borne by TAM, and not by the Target Fund or the
Destination Fund.
|
Investment
Performance
|
|
|
|
|
The Board Members noted that the performance of the Funds was
generally comparable over the 1-, 3- and
5-year
periods February 28, 2009. The Board Members noted that the
Target Funds performance was higher than the Destination
Funds performance for those 1-, 3- and
5-year
periods. However, the Board Members noted that the current
investment adviser and sub-adviser of the Target Fund will
continue to provide investment advisory services to the combined
Destination Fund. In addition, the Board Members noted that the
Target Funds higher performance is due, in part, to the
below market contractual expense limitation agreement with TAM
that is not expected to be extended beyond April 30, 2010.
The Board Members also considered TAMs belief that the
combined Destination Fund is well-positioned for improved
performance, benefiting from the long-term economies of scale
that may result from consummation of the Reorganization.
|
Tax
|
|
|
|
|
The Board Members considered the expected tax-free nature of the
Reorganization for U.S. federal income tax purposes.
|
Investment
Program
|
|
|
|
|
The Board Members considered the investment objective and
policies of the Destination Fund and their compatibility with
those of the Target Fund.
|
Other
Considerations
|
|
|
|
|
The Board Members considered the terms and conditions of the
Agreement and Plan of Reorganization.
|
|
|
|
|
|
The Board Members considered that the portfolio managers of the
combined Destination Fund may conclude that a significant number
of holdings of the Target Fund may not be consistent with the
combined Destination Funds long-term investment strategy,
and may dispose of such positions, but that TAM represented that
portfolio transition should not have a material adverse effect
on the Funds and their shareholders and, furthermore,
represented that, as of April 30, 2009, all securities held
by each Target Fund would comply with the investment policies
and restrictions of the Destination Fund.
|
27
CAPITALIZATION
The following table sets forth the capitalization of the Target
Fund and the Destination Fund as of August 7, 2009 and the
pro forma combined capitalization of the combined Destination
Fund as if the Reorganization had occurred on that date. If the
Reorganization is consummated, the actual exchange ratios on the
Closing Date may vary from the exchange ratios used in the
computation below. This is due to changes in the market value of
the portfolio securities of both Funds between August 7,
2009 and the Closing Date, changes in the amount of
undistributed net investment income and net realized capital
gains of both Funds during that period resulting from income and
distributions, and changes in the accrued liabilities of both
Funds during the same period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined
|
|
|
|
Transamerica
|
|
|
|
|
|
Transamerica
|
|
|
|
Premier Cash
|
|
|
Transamerica
|
|
|
Money Market
|
|
|
|
Reserve Fund
|
|
|
Money Market
|
|
|
(Pro Forma)
|
|
|
Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
141,273,070.55
|
|
|
$
|
141,273,070.55
|
|
Class B
|
|
|
|
|
|
$
|
38,948,693.73
|
|
|
$
|
38,948,693.73
|
|
Class C
|
|
|
|
|
|
$
|
56,997,830.70
|
|
|
$
|
56,997,830.70
|
|
Investor Class/Class P
|
|
$
|
51,157,817.56
|
|
|
|
|
|
|
$
|
51,157,817.56
|
|
Class I
|
|
|
|
|
|
$
|
36,989,628.89
|
|
|
$
|
36,989,628.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Assets of Fund
|
|
$
|
51,157,817.56
|
|
|
$
|
274,209,223.87
|
|
|
$
|
325,367,041.43
|
|
Net Asset Value Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
Class B
|
|
|
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
Class C
|
|
|
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
Investor Class/Class P
|
|
$
|
1.00
|
|
|
|
|
|
|
$
|
1.00
|
|
Class I
|
|
|
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
Shares Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
|
141,281,316.186
|
|
|
|
141,281,316.186
|
|
Class B
|
|
|
|
|
|
|
38,949,369.612
|
|
|
|
38,949,369.612
|
|
Class C
|
|
|
|
|
|
|
56,993,604.386
|
|
|
|
56,993,604.386
|
|
Investor Class/Class P
|
|
|
51,159,094.630
|
|
|
|
|
|
|
|
51,159,094.630
|
|
Class I
|
|
|
|
|
|
|
36,990,553.440
|
|
|
|
36,990,553.440
|
|
It is impossible to predict with any certainty how many shares
of the Destination Fund will actually be received and
distributed by your Target Fund on the Closing Date. The
foregoing table should not be relied upon to determine the
amount of Destination Fund shares that will actually be received
and distributed.
28
ADDITIONAL
INFORMATION
Each of the Funds was a participant in the Treasurys
Temporary Guarantee Program for Money Market Funds (the
Program). The Program seeks to guarantee the
$1.00 net asset value of amounts invested in participating
money market funds as of September 19, 2008. The Program
was effect through September 18, 2009. Each Fund previously
paid fees in the combined amount of 0.040% of the Funds
net asset value as of the close of business on
September 19, 2008 to participate in the Program through
September 18, 2009. These expenses were borne by each Fund
without regard to any expense limitation agreement in effect.
For information relating to each Fund and the Reorganization,
including tax capital loss carryforwards, voting rights and
required vote from the Target Fund shareholders and information
concerning the meeting of your Target Fund shareholders, the tax
status of the Reorganization, a comparison of the fundamental
investment policies of the Funds, how to buy, sell or exchange
Fund shares, how each Fund values its securities, financial
highlights information for each Fund and ownership of shares of
the Funds, please see the sections immediately following the
discussion of this Proposal 2.
TARGET
BOARDS EVALUATION AND RECOMMENDATION
For the reasons described above, the Target Board, including the
Independent Target Directors, has approved the Reorganization.
In particular, the Target Directors has determined that the
Reorganization is in the best interest of the Target Fund and
that the interests of the Target Funds shareholders would
not be diluted as a result of the Reorganization. Similarly, the
Destination Board, including all of the Independent Destination
Trustees, has approved the Reorganization with respect to the
Destination Fund. They have determined that the Reorganization
is in the best interests of the Destination Fund and that the
interests of the Destination Funds shareholders would not
be diluted as a result of the Reorganization.
The Target Board and the Destination Board evaluated the
considerations described above, among others, which they
believed, in light of the legal advice furnished to them by fund
counsel and independent legal counsel and their own business
judgment, to be relevant. The Target Board and the Destination
Board based their respective determinations on such
considerations, although the Target Board and the Destination
Board did not identify any consideration or particular
information that was controlling of their respective
determinations.
THE TARGET DIRECTORS RECOMMEND THAT THE SHAREHOLDERS OF YOUR
TARGET FUND VOTE FOR PROPOSAL 2 TO APPROVE THE
AGREEMENT AND PLAN OF REORGANIZATION.
29
OTHER
IMPORTANT INFORMATION
CONCERNING THE REORGANIZATIONS
Tax Capital Loss Carryforwards
Federal income tax law permits a regulated investment company to
carry forward its net capital losses for a period of up to eight
taxable years. Each Target Fund is presently entitled to net
capital loss carryforwards for federal income tax purposes in
the amounts set forth below. Each Reorganization is expected to
result in limitations on the applicable Destination Funds
ability to use carryforwards of the corresponding Target Fund
and potentially, in the case of the Reorganization involving
Transamerica Premier High Yield Bond Fund, on Transamerica High
Yield Bonds ability to use unrealized capital losses
inherent in the tax basis of the assets acquired. Those
limitations, imposed by Section 382 of the Code, will apply
if the shareholders of the Target Fund own less than 50% of the
corresponding Destination Fund immediately after the applicable
Reorganization, and will be imposed on an annual basis. Losses
in excess of the limitation may be carried forward, subject to
the overall eight-year limit. The annual Section 382
limitation for periods following a Reorganization that is
subject to such a limitation generally will equal the product of
the net asset value of the applicable Target Fund immediately
prior to the Reorganization and the long-term tax-exempt
rate, published by the Internal Revenue Service
(IRS), in effect at the time of the Reorganization.
As of December 31, 2008, the Target Funds had the following
unused capital loss carryforwards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiring
|
|
Expiring in
|
|
Expiring
|
|
Expiring
|
|
Expiring
|
|
Expiring
|
|
Expiring
|
|
Expiring
|
|
|
Fund
|
|
in 2009
|
|
2010
|
|
in 2011
|
|
in 2012
|
|
in 2013
|
|
in 2014
|
|
in 2015
|
|
in 2016
|
|
Total
|
|
Transamerica Premier High Yield Bond Fund
|
|
$
|
2,692,605
|
|
|
$
|
17,818,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
441,234
|
|
|
$
|
6,194,341
|
|
|
$
|
27,146,900
|
|
Transamerica Premier Cash Reserve Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
121
|
|
|
$
|
40
|
|
|
$
|
1,266
|
|
|
$
|
1,427
|
|
The Reorganization would affect the use of these loss
carryforwards in the following manner: (1) the loss
carryforwards, to the extent utilizable, will benefit the
shareholders of the combined Destination Fund, rather than only
the shareholders of the applicable Target Fund; (2) if
limited by the Section 382 rules described above, the
amount of a Target Funds capital loss carryforwards (and,
in the case of the Reorganization involving Transamerica Premier
High Yield Bond Fund, potentially any unrealized capital losses,
to the extent realized within five years) that can be utilized
in any taxable year will be limited to the product of the
long-term tax-exempt rate at the time of the Reorganization and
the aggregate net asset value of the Target Fund at the time of
Reorganization (approximately $4,556,005 per year for
Transamerica Premier High Yield Bond Fund and $2,291,870 (an
amount that substantially exceeds the applicable carryforwards)
per year for Transamerica Premier Cash Reserve Fund based on
data as of August 6, 2009); and (3) if your Target
Funds Reorganization closes on a date other than its
regular year end, it will cause the Target Funds capital
loss carryforwards to expire earlier than the time they
otherwise would have expired. These rules may cause a
significant percentage of Transamerica Premier High Yield Bond
Funds tax capital loss carryforwards to expire unutilized.
If a Destination Fund or Target Fund has a net unrealized gain
inherent in its assets at the time of the applicable
Reorganization, then, under certain circumstances, the combined
Fund may not offset that gain, to the extent realized within
five years of the applicable Reorganization, by a carryforward
of pre-Reorganization losses (other than a carryforward or net
operating loss of that Destination Fund or Target Fund, as
applicable) or, in certain cases, by a net unrealized loss
inherent at the time of the applicable Reorganization in the
assets of the other Fund involved in the Reorganization.
By reason of the foregoing rules, you may pay more taxes, or pay
taxes sooner, than you otherwise would if your Target
Funds Reorganization did not occur.
Since the Reorganizations are not expected to close until
November 20, 2009, the capital loss carryforwards and
limitations described above may change between now and the
completion of the Reorganizations. Further, the ability of each
Destination Fund to use these losses (even in the absence of a
Reorganization) also depends on factors other than loss
limitations, such as the future realization of capital gains or
losses.
30
PORTFOLIO
SECURITIES
If a Reorganization is effected, management will analyze and
evaluate the portfolio securities of the Target Fund being
transferred to the corresponding Destination Fund. Consistent
with each Destination Funds investment objective and
investment strategies and policies, any restrictions imposed by
the Code and in the best interests of each Destination
Funds shareholders (including former shareholders of the
corresponding Target Fund), management will influence the extent
and duration to which the portfolio securities of the
corresponding Target Fund will be maintained by the Target Fund.
It is possible that there may be dispositions of some of the
portfolio securities of one or both Target Funds following the
Reorganizations. Subject to market conditions at the time of any
such disposition, the disposition of the portfolio securities by
each combined Destination Fund may result in a capital gain or
loss. The actual tax consequences of any disposition of
portfolio securities will vary depending upon the specific
security(ies) being sold and the combined Destination
Funds ability to use any available tax loss carryforwards.
The disposition of portfolio securities also may result in
significant brokerage expense to the combined Destination Fund.
TERMS OF
EACH AGREEMENT AND PLAN OF REORGANIZATION
The
Reorganizations
|
|
|
|
|
The Reorganizations are scheduled to occur as of the close of
business on November 20, 2009, but may occur on such later
date as the parties may agree to in writing.
|
|
|
|
On the Closing Date, each Target Fund will transfer all of its
property and assets to the corresponding Destination Fund. In
exchange, each Destination Fund will assume all of the
liabilities of the corresponding Target Fund and issue shares,
as described below.
|
|
|
|
In the Reorganization involving Transamerica Premier High Yield
Bond Fund, Transamerica High Yield Bond will issue a number of
its Class P and Class I shares, as applicable, to
Transamerica Premier High Yield Bond Fund on the Closing Date
having an aggregate net asset value equal to the aggregate net
asset value of Transamerica Premier High Yield Bond Funds
Investor Class and Institutional Class shares, respectively. In
the Reorganization involving Transamerica Premier Cash Reserve
Fund, Transamerica Money Market will issue a number of its
Class P shares to Transamerica Premier Cash Reserve Fund on
the Closing Date having an aggregate net asset value equal to
the aggregate net asset value of Transamerica Premier Cash
Reserve Funds Investor Class shares.
|
|
|
|
Shares of the corresponding class of each Destination Fund will
then be distributed on the Closing Date to the corresponding
Target Funds shareholders in complete liquidation of the
Target Fund in proportion to the relative net asset value of
their holdings of the applicable class of shares of the Target
Fund. Therefore, on the Closing Date, upon completion of the
applicable Reorganization, each Target Fund shareholder will
hold shares of the corresponding class of the corresponding
Destination Fund with the same aggregate net asset value as its
holdings of the applicable class of shares of the Target Fund
immediately prior to the Reorganization. The net asset value
attributable to a class of shares of a Target Fund will be
determined using the Target Funds valuation policies and
procedures and the net asset value attributable to a class of
shares of a Destination Fund will be determined using the
Destination Funds valuation policies and procedures. The
portfolio assets of each Target Fund and corresponding
Destination Fund are valued using the same valuation policies
and procedures.
|
|
|
|
Each Target Fund will be terminated after the Closing Date.
|
|
|
|
The consummation of one Reorganization is not contingent on the
consummation of the other Reorganization.
|
|
|
|
|
|
No sales load, contingent deferred sales charge, commission,
redemption fee or other transactional fee will be charged as a
result of the Reorganizations. Following a Reorganization,
shareholders of the applicable Target Fund will be subject to
the fees and expenses of the corresponding Destination Fund
which, as is further discussed in this Proxy
Statement/Prospectus, could be higher than those of the Target
Fund, in the
|
31
|
|
|
|
|
case of Transamerica High Yield Bond, and will be higher than
those of the Target Fund, in the case of Transamerica Money
Market.
|
|
|
|
|
|
Following the Reorganizations, TAM will continue to act as
investment adviser to each Destination Fund, AUIM will continue
to serve as sub-adviser to Transamerica High Yield Bond and TIM
will continue to serve as sub-adviser to Transamerica Money
Market.
|
|
|
|
The exchange of Target Fund shares for Destination Fund shares
in a Reorganization will not result in income, gain or loss
being recognized for federal income tax purposes by an
exchanging shareholder. The Reorganizations generally will not
result in the recognition of gain or loss for federal income tax
purposes by any Target Fund or Destination Fund.
|
Agreement
and Plan of Reorganization
The shareholders of each Target Fund are being asked to approve
an Agreement and Plan of Reorganization (each, a
Plan) substantially in the form attached as
Exhibit A to this Proxy Statement/Prospectus, which is
incorporated herein by this reference. The description of the
Plans contained herein, which includes the material provisions
of the Plans, is qualified in its entirety by the attached copy.
Determination of Net Asset Value. If a
Reorganization is approved, the applicable Destination Fund will
deliver to the corresponding Target Fund a number of full and
fractional Destination Fund shares of each class with an
aggregate net asset value equal to the net asset value of the
Target Fund attributable to the corresponding class of the
Target Funds shares. The net asset value per share of each
class of such Destination Fund shall be computed using the
Destination Funds valuation procedures and the net asset
value per share of each class of such Target Fund shall be
computed using the Target Funds valuation policies and
procedures. The number of full and fractional Destination Fund
shares shall be determined, with respect to each class, by
dividing the value of the Target Funds net assets with
respect to that class of the Target Funds shares by the
net asset value of one share of the corresponding class of the
Destination Funds shares (see Section 1.1 of the form
of Plan attached as Exhibit A).
Conditions to Closing a Reorganization. The
obligation of each Fund to consummate a given Reorganization is
subject to the satisfaction of certain conditions, including the
Funds performance of all its obligations under the Plan,
the receipt of certain documents and financial statements from
the subject Target Fund and the receipt of all consents, orders
and permits necessary to consummate the Reorganization (see
Sections 6 and 7 of the form of Plan attached as
Exhibit A). The consummation of one Reorganization is not
contingent on the consummation of the other Reorganization.
The obligations of a Destination Fund and a corresponding Target
Fund are subject to the approval of the applicable Plan by the
necessary vote of the outstanding shares of the Target Fund with
respect to the Reorganization of that Target Fund, in accordance
with the provisions of the Target Companys charter and
bylaws and applicable state law (see Section 8.1 of the
form of Plan attached as Exhibit A). The Funds
obligations are also subject to the receipt of a favorable
opinion of Bingham McCutchen LLP as to the United States federal
income tax consequences of the Reorganizations (see
Section 8.5 of the form of Plan attached as Exhibit A).
Termination of a Plan. The Target Board or the
Destination Board may terminate a Plan (even if the shareholders
of the relevant Target Fund have already approved it) at any
time before the Closing Date, if such Board believes that
proceeding with the Plan is inadvisable with respect to the
subject Target Fund or Destination Fund, respectively. Any such
termination will be effective when communicated to the other
party (see Section 12 of the form of Plan attached as
Exhibit A).
Expenses of the Reorganizations. The expenses
incurred in connection with the Reorganizations will be shared
equally by TAM, on the one hand, and, subject to certain
limitations, the Target Funds and Destination Funds, on the
other, provided that expenses will be paid by the party directly
incurring such expenses (without reimbursement by another
person) if and to the extent that the payment by another person
of such expenses would prevent such party from being treated as
a regulated investment company under the Code or
would prevent the Reorganization from qualifying as a tax-free
reorganization (see Section 10.2 of the form of Plan
attached as Exhibit A).
32
TAX
STATUS OF EACH REORGANIZATION
Each Reorganization is conditioned upon the receipt by the
Target Company and the Destination Trust of an opinion from
Bingham McCutchen LLP, counsel to the Funds, substantially to
the effect that, for federal income tax purposes:
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The transfer of all of the applicable Target Funds assets
to the Destination Fund in exchange solely for the issuance of
the Destination Fund shares to the Target Fund and the
assumption of the Target Funds liabilities by the
Destination Fund, followed by the distribution of the
Destination Fund shares to the Target Fund shareholders in
complete liquidation of the Target Fund, will constitute a
reorganization within the meaning of
Section 368(a) of the Code, and each of the Funds will be a
party to a reorganization within the meaning of
Section 368(b) of the Code;
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No gain or loss will be recognized by the applicable Destination
Fund upon receipt of the assets of the corresponding Target Fund
and the assumption by such Destination Fund of all of the
liabilities of the Target Fund;
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The tax basis of the assets of the applicable Target Fund in the
hands of the corresponding Destination Fund will be the same as
the tax basis of such assets in the hands of the Target Fund
immediately before the transfer of the assets, increased by the
amount of gain (or decreased by the amount of loss), if any,
recognized by the Target Fund upon the transfer;
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The holding period of each asset of the applicable Target Fund
in the hands of the corresponding Destination Fund will include
the period during which the asset was held by the Target Fund
(except where investment activities of the Destination Fund have
the effect of reducing or eliminating the holding period with
respect to an asset);
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No gain or loss will be recognized by the applicable Target Fund
upon the transfer of its assets to the corresponding Destination
Fund in exchange for the Destination Fund shares and the
assumption by such Destination Fund of all of the liabilities of
the Target Fund, or upon the distribution of the Destination
Fund shares by the Target Fund to its shareholders in complete
liquidation, except for (1) any gain or loss that may be
recognized with respect to contracts subject to
Section 1256 of the Code, (2) any gain that may be
recognized on the transfer of stock in a passive foreign
investment company as defined in Section 1297(a) of
the Code, or (3) any other gain or loss that may be
required to be recognized as a result of the closing of the
Target Funds taxable year or upon transfer of an asset
regardless of whether the transfer would otherwise be a
non-taxable transaction under the Code;
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No gain or loss will be recognized by the applicable Target Fund
shareholders upon the exchange of their Target Fund shares
solely for the shares of the corresponding Destination Fund as
part of the Reorganization;
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The aggregate tax basis of the applicable Destination Fund
shares received by each shareholder of the corresponding Target
Fund in connection with the Reorganization will be the same as
the aggregate tax basis of the shares of the Target Fund
surrendered in exchange therefor; and
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The holding period of applicable Destination Fund shares
received by a Target Fund shareholder will include the holding
period of the shares of the Target Fund that were surrendered in
exchange therefor, provided that the shareholder held the Target
Fund shares as capital assets on the date of the exchange.
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In rendering such opinion, counsel shall rely upon, among other
things, certain facts, assumptions and representations of the
Target Company, on behalf of the applicable Target Fund, and of
the Destination Trust, on behalf of the applicable Destination
Fund.
No tax ruling has been or will be received from the IRS in
connection with each Reorganization. An opinion of counsel is
not binding on the IRS or a court, and no assurance can be given
that the IRS would not assert, or a court would not sustain, a
contrary position.
Immediately prior to the Reorganization, each Target Fund will
declare and pay a dividend, which, together with all previous
dividends, is intended to have the effect of distributing to the
Target Fund shareholders all of the Target Funds
investment company taxable income for taxable years ending on or
prior to the Closing Date
33
(computed without regard to any deduction for dividends paid),
all of its net tax-exempt income and all of its net capital
gain, if any, realized in taxable years ending on or prior to
the Closing Date (after reduction for any available capital loss
carryover). The amount of such distributions to the shareholders
of each Target Fund is estimated as of August 7, 2009 to be
as set forth in the table below. The amounts set forth in the
table below are estimates of the applicable Target Funds
investment company taxable income (computed without regard to
any deduction for dividends paid), net tax-exempt income and net
capital gain as if its taxable year ended on the Closing Date.
Any amount actually distributed to a Target Funds
shareholders immediately prior to the applicable Reorganization
may be higher or lower than the amount set forth in the table
below.
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Distribution Amount
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Fund
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(per Share)
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Transamerica Premier High Yield Bond Fund
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$
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0.034720000
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Transamerica Premier Cash Reserve Fund
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$
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0.000000440
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Such distributions may result in taxable income to a Target Fund
shareholder.
The foregoing discussion is very general. The foregoing
consequences may not apply to certain classes of taxpayers who
are subject to special circumstances, such as shareholders who
are not citizens or residents of the United States, insurance
companies, tax-exempt organizations, financial institutions,
dealers in securities or foreign currencies, or persons who hold
their shares as part of a straddle or conversion transaction.
Except as expressly set forth above, this discussion does not
address any state, local or foreign tax consequences of the
Reorganizations. You should consult your tax adviser for the
particular tax consequences to you of the applicable
transaction, including the applicability of any state, local or
foreign tax laws.
VOTING
RIGHTS AND REQUIRED VOTE
Each shareholder of record of a Target Fund at the close of
business on the Record Date is entitled to one vote for each
share of the Target Fund held (with proportional fractional
votes for fractional shares). A quorum is required to conduct
business at the meeting. With respect to each Target Fund,
presence in person or by proxy of shareholders entitled to cast
a majority in number of votes entitled to be cast shall be
necessary to constitute a quorum for the transaction of
business. With respect to a Target Fund, approval of each of
Proposals 1 and 2, as applicable, requires, if a quorum is
present at the meeting, the vote of a majority of the
outstanding voting securities of that Target Fund within
the meaning of the 1940 Act, which is defined as the affirmative
vote of the lesser of (a) 67% or more of the voting power
of the voting securities present at the meeting, if the holders
of more than 50% of the outstanding voting securities of the
Target Fund are present at the meeting or represented by proxy,
or (b) more than 50% of the voting power of the outstanding
voting securities of the Target Fund.
34
The table below shows how Target Fund shares will be treated for
the purposes of quorum and voting requirements.
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Shares
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Quorum
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Voting
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In General
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All shares present in person or by proxy are counted
toward a quorum.
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Shares present in person will be voted in person at
the meeting. Shares present by proxy will be voted in accordance
with instructions.
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Signed Proxy with No Voting Instruction (other than Broker
Non-Vote)
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Considered present at meeting for purposes of quorum.
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Voted for the proposal.
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Broker Non-Vote (where the underlying holder had not voted and
the broker does not have discretionary authority to vote the
shares)
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Considered present at meeting for purposes of quorum.
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Broker non-votes do not count as a vote for the
proposal and have the same effect as a vote against
the proposal.
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Vote to Abstain
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Considered present at meeting for purposes of quorum.
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Abstentions do not constitute a vote for the
proposal and have the same effect as a vote against
the proposal.
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Target Fund shareholders may continue to vote, and votes will be
included in the tabulation, up until the date and time of the
meeting, 11:00 a.m., Eastern Time, on November 16,
2009.
If the required approval of shareholders of a Target Fund is not
obtained, the meeting may be adjourned as to that Target Fund as
more fully described in this Proxy Statement/Prospectus, and the
Target Fund will continue to engage in business as a separate
investment management company and the Target Board will consider
what further action, if any, may be appropriate.
FUNDAMENTAL
INVESTMENT POLICIES OF THE FUNDS
Each Fund has adopted certain fundamental investment policies
which may not be changed without the affirmative vote of the
holders of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund. Under
the 1940 Act, the vote of a majority of the outstanding voting
securities of a Fund means the affirmative vote of the lesser of
(a) 67% or more of the voting power of the voting
securities present at the meeting, if the holders of more than
50% of the outstanding voting securities of the Fund are present
at the meeting or represented by proxy, or (b) more than
50% of the voting power of the outstanding voting securities of
the Fund. The following table lists the fundamental investment
restrictions for each Target Fund and each Destination Fund. For
a more complete discussion of each Funds other investment
policies and fundamental and non-fundamental investment
restrictions, please see the statement of additional information
for this Proxy Statement/Prospectus.
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Transamerica Premier High Yield Bond Fund
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Transamerica High Yield Bond
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Transamerica Premier Cash Reserve Fund
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Transamerica Money Market
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Borrowing
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Each Target Fund may not borrow money, except as permitted under
the 1940 Act, and as interpreted, modified or otherwise
permitted by regulatory authority having jurisdiction, from time
to time.
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Each Destination Fund may not borrow money, except as permitted
under the 1940 Act, and as interpreted, modified or otherwise
permitted by regulatory authority having jurisdiction, from time
to time.
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Senior Securities
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Each Target Fund may not issue any senior security, except as
permitted under the 1940 Act, and as interpreted, modified or
otherwise permitted by regulatory authority having jurisdiction,
from time to time.
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Each Destination Fund may not issue any senior security, except
as permitted under the 1940 Act, and as interpreted, modified or
otherwise permitted by regulatory authority having jurisdiction,
from time to time.
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35
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Transamerica Premier High Yield Bond Fund
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Transamerica High Yield Bond
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Transamerica Premier Cash Reserve Fund
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Transamerica Money Market
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Underwriting
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Each Target Fund may not act as an underwriter of securities,
within the meaning of the Securities Act of 1933, as amended
(the Securities Act) except as permitted under the
Securities Act and as interpreted, modified or otherwise
permitted by regulatory authority having jurisdiction, from time
to time. Among other things, to the extent that the Target Fund
may be deemed to be an underwriter within the meaning of the
Securities Act, each Target Fund may act as an underwriter of
securities in connection with the purchase and sale of its
portfolio securities in the ordinary course of pursuing its
investment objective, investment policies and investment program.
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Each Destination Fund may not act as an underwriter of
securities within the meaning of the 1933 Act, except as
permitted under the 1933 Act, and as interpreted, modified
or otherwise permitted by regulatory authority having
jurisdiction, from time to time. Among other things, to the
extent that the Destination Fund may be deemed to be an
underwriter within the meaning of the 1933 Act, each
Destination Fund may act as an underwriter of securities in
connection with the purchase and sale of its portfolio
securities in the ordinary course of pursuing its investment
objective, investment policies and investment program.
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Real Estate
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Each Target Fund may not purchase or sell real estate or any
interests therein, except as permitted under the 1940 Act, and
as interpreted, modified or otherwise permitted by regulatory
authority having jurisdiction, from time to time.
Notwithstanding this limitation, a Target Fund may, among other
things, (i) acquire or lease office space for its own use, (ii)
invest in securities of issuers that invest in real estate or
interests therein, (iii) invest in mortgage-related securities
and other securities that are secured by real estate or
interests therein, or (iv) hold and sell real estate acquired by
the portfolio as a result of the ownership of securities.
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Each Destination Fund may not purchase or sell real estate or
any interests therein, except as permitted under the 1940 Act,
and as interpreted, modified or otherwise permitted by
regulatory authority having jurisdiction, from time to time.
Notwithstanding this limitation, a Destination Fund may, among
other things, (i) acquire or lease office space for its own use;
(ii) invest in securities of issuers that invest in real estate
or interests therein; (iii) invest in mortgage-related
securities and other securities that are secured by real estate
or interests therein; or (iv) hold and sell real estate acquired
by the fund as a result of the ownership of securities.
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Lending
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Each Target Fund may make loans only as permitted under the 1940
Act, and as interpreted, modified or otherwise permitted by
regulatory authority having jurisdiction, from time to time.
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Each Destination Fund may not make loans, except as permitted
under the 1940 Act, and as interpreted, modified or otherwise
permitted by regulatory authority having jurisdiction, from time
to time.
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36
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Transamerica Premier High Yield Bond Fund
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Transamerica High Yield Bond
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Transamerica Premier Cash Reserve Fund
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Transamerica Money Market
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Concentration
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For Transamerica Premier High Yield Bond Fund only:
The Fund may not concentrate its investments in a particular industry or group of industries, except as permitted under the 1940 Act, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time, provided that, without limiting the generality of the foregoing, this limitation will not apply to securities issued or guaranteed as to principal and/or interest by the U.S. government, its agencies or instrumentalities.
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Each Destination Fund may not concentrate its
investments in a particular industry or group of industries,
except as permitted under the 1940 Act, and as interpreted,
modified or otherwise permitted by regulatory authority having
jurisdiction from time to time, provided that, without limiting
the generality of the foregoing, this limitation will not apply
to securities issued or guaranteed as to principal and/or
interest by the U.S. government, its agencies or
instrumentalities.
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For Transamerica Premier Cash Reserve Fund only:
The Fund may not concentrate its investments in a particular industry or group of industries, except as permitted under the 1940 Act, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time, provided that, without limiting the generality of the foregoing, this limitation will not apply to securities issued or guaranteed as to principal and/or interest by the U.S. government, its agencies or instrumentalities, except that the Fund may invest without limitation in obligations issued by banks.
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Commodities
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Each Target Fund may not purchase physical commodities or
contracts relating to physical commodities, except as permitted
under the 1940 Act, and as interpreted or otherwise permitted by
regulatory authority having jurisdiction, from time to time.
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Each Destination Fund may not purchase physical commodities or
contracts relating to physical commodities, except as permitted
under the 1940 Act, and as interpreted, modified or otherwise
permitted by regulatory authority having jurisdiction, from time
to time.
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Transamerica Premier High Yield Bond Fund
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Transamerica High Yield Bond
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Transamerica Premier Cash Reserve Fund
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Transamerica Money Market
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Diversification
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No stated policy. However, each Target Fund is currently
classified as a diversified fund under the 1940 Act. This means
that each Target Fund may not purchase securities of any one
issuer (other than cash, cash items, securities issued or
guaranteed by the U.S. government, its agencies or
instrumentalities or any certificate of deposit thereof, and
securities of other investment companies) if, as a result, with
respect to 75% of the value of its total assets, (a) more than
5% of the value of each Target Funds total assets would be
invested in securities of that issuer, or (b) each Target Fund
would hold more than 10% of the outstanding voting securities of
that issuer. The 1940 Act requires any change from diversified
to non-diversified status of a Fund to be approved in advance by
Fund shareholders.
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Each Destination Fund shall be a diversified company
as that term is defined in the 1940 Act and as interpreted or
modified by regulatory authority having jurisdiction, from time
to time.
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38
BUYING,
SELLING AND EXCHANGING OF FUND SHARES
The following is a comparison of how shareholders may buy, sell
and exchange shares of the Target Funds and the Destination
Funds and how each Fund determines its net asset value.
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Target Funds
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Destination Funds
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Buying Shares
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Purchase requests initiated through an automated service that exceed $50,000 per day are not permitted and must be submitted in writing.
Target Fund shares may be purchased by check, by Automatic Investment Plan, by telephone, through an authorized dealer, by the internet, by payroll deduction and by wire transfer.
If your check, draft or electronic transfer is returned unpaid by your bank, you will be charged a fee of $20 for each item that has been returned.
The Target Company reserves the right to terminate your electronic draft privileges if the drafts are returned unpaid by your bank.
The Target Company or its agents may reject a request for purchase of shares at any time, in whole or in part, including any purchase under the exchange privilege.
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Investors may purchase shares of the Destination Funds at the offering price of the shares, which is the net asset value per share plus any applicable initial sales charge. Purchase requests initiated through an automated service that exceed $50,000 per day are not permitted and must be submitted in writing.
Destination Fund shares may be purchased by check, by Automatic Investment Plan, by telephone, through an authorized dealer, by the internet, by payroll deduction and by wire transfer.
Class P shares of the Destination Funds are available only to former investors in Investor Class shares of the Transamerica Premier Funds.
Class I shares of the Destination Funds are currently primarily offered for investment in certain affiliated funds of funds (also referred to as strategic asset allocation funds). Shares of the Destination Funds are also made available to other investors, including institutional investors such as foreign insurers, domestic insurance companies, and their separate accounts, and eligible retirement plans whose recordkeepers or financial service firm intermediaries have entered into agreements with the Destination Trust or its agents.
If your check, draft or electronic transfer is returned unpaid by your bank, you will be charged a fee of $20 for each item that has been returned.
The Destination Trust reserves the right to terminate your electronic draft privileges if the drafts are returned unpaid by your bank.
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39
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Target Funds
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Destination Funds
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The Destination Trust or its agents may reject a request for
purchase of shares at any time, in whole or in part, including
any purchase under the exchange privilege and any purchase
request that does not include an investment representative or an
approved broker-dealer. To the extent authorized by law, the
Destination Trust and each of the Destination Funds reserves the
right to discontinue offering shares at any time or to cease
operating entirely.
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Minimum
Initial Investment
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Investor Class shares: The minimum initial investment (per fund account) must be $1,000 for regular accounts, $250 for IRAs (traditional and Roth) and Coverdell ESAs, $250 for Uniform Gift to Minors (UGMA) or Transfer to Minors (UTMA) accounts, and $50 for payroll deduction and automatic investment plan accounts.
The Target Company reserves the right to change the amount of these minimums from time to time or to waive them in whole or in part.
Institutional Class shares: The minimum investment is $1,000,000. The minimum initial investment may be waived from time to time by Transamerica Premier Funds at its discretion.
The minimum initial investment requirements have been waived for wrap programs at broker-dealer firms having applicable selling and wrap agreements with the Target Company and certain qualified retirement plans, excluding IRAs.
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Class A, Class B, Class C and Class P shares: The minimum initial investment (per fund account) must be $1,000 for regular accounts, $1,000 for IRAs (traditional and Roth) and Coverdell ESAs, $1,000 for employer-sponsored retirement plans (includes 403(b), SEP and SIMPLE IRA plans), $1,000 for UGMA or UTMA accounts, and $500 for payroll deduction and automatic investment plan accounts.
The Destination Trust reserves the right to change the amount of these minimums from time to time or to waive them in whole or in part. Omnibus accounts maintained on behalf of certain 401(k) and other retirement plans are not subject to these account minimum requirements. The minimums may be waived for certain employer-sponsored retirement plans under which the employee limits his or her salary deferral purchase to one fund account. There are no minimums for wrap accounts for the benefit of clients of certain broker-dealers, financial institutions, or financial planners who have entered into arrangements with the Destination Trust or TCI, and for investments made by a retirement plan described in Section 401(a), 401(k), 401(m), 403(b) or 457 of the Code.
Class I shares: No minimum initial investment requirements.
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40
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Target Funds
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Destination Funds
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Minimum
Subsequent Investment
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Investor Class shares: The minimum subsequent investment (per fund account) must be $50 for regular accounts, $50 for IRAs (traditional and Roth) and Coverdell ESAs, $50 for Uniform Gift to Minors (UGMA) or Transfer to Minors (UTMA) accounts, and $50 (minimum per monthly fund account investment) for payroll deduction and automatic investment plan accounts.
The minimum subsequent investment requirements have been waived for wrap programs at broker-dealer firms having applicable selling and wrap agreements with the Target Company and certain qualified retirement plans, excluding IRAs.
Institutional Class shares: No minimum subsequent investment requirements.
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Class A, Class B, Class C and Class P shares: The minimum subsequent investment (per fund account) must be $50 for regular accounts, $50 for IRAs (traditional and Roth) and Coverdell ESAs, $50 for employer-sponsored retirement plans (includes 403(b), SEP and SIMPLE IRA plans), $50 for Uniform Gift to Minors (UGMA) or Transfer to Minors (UTMA) accounts, and $50 (minimum per monthly fund account investment) for payroll deduction and automatic investment plan accounts.
Omnibus accounts maintained on behalf of certain 401(k) and other retirement plans are not subject to these account minimum requirements. The minimums may be waived for certain employer-sponsored retirement plans under which the employee limits his or her salary deferral purchase to one fund account. There are no minimums for wrap accounts for the benefit of clients of certain broker-dealers, financial institutions, or financial planners who have entered into arrangements with the Destination Trust or TCI, and for investments made by a retirement plan described in Section 401(a), 401(k), 401(m), 403(b) or 457 of the Code.
Class I shares: No minimum subsequent investment requirements.
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41
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Target Funds
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Destination Funds
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Selling Shares
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Selling shares is also referred to as redeeming shares. You can redeem your Target Fund shares on any day the Target Funds are open for business.
Proceeds from the redemption of your Target Fund shares will usually be sent within three business days after receipt in good order of your request for redemption (unless you request to receive payment by wire or another option described below). However, the Target Company has the right to take up to seven days to pay your redemption proceeds, and may postpone payment under certain circumstances, as authorized by law. In cases where Target Fund shares have recently been purchased and the purchase money is not yet available, redemption proceeds will be withheld for 15 calendar days from the date of purchase for funds to clear. Certain exceptions may apply. Target Fund shares purchased by wire are immediately available and are not subject to the 15 day holding period.
Redemption requests greater than $50,000 per day must be submitted in writing. In addition, amounts greater than $50,000 cannot be sent via Automated Clearing House (ACH) (check or federal funds wire only). Additionally, requests totaling more than $100,000 must be in writing with an original signature guarantee by all shareholders.
The electronic bank link option must be established in advance for payments made electronically to a shareholders bank such as ACH or expedited wire redemptions.
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Selling shares is also referred to as redeeming shares. You can redeem your Destination Fund shares on any day the Destination Funds are open for business.
Proceeds from the redemption of your Destination Fund shares will usually be sent within three business days after receipt in good order of your request for redemption (unless you request to receive payment by wire or another option described below). However, the Destination Trust has the right to take up to seven days to pay your redemption proceeds, and may postpone payment under certain circumstances, as authorized by law. In cases where Destination Fund shares have recently been purchased and the purchase money is not yet available, redemption proceeds will be withheld for 15 calendar days from the date of purchase for funds to clear. Certain exceptions may apply. Destination Fund shares purchased by wire are immediately available and are not subject to the 15 day holding period.
Redemption requests greater than $50,000 per day must be submitted in writing. In addition, amounts greater than $50,000 cannot be sent via Automated Clearing House (ACH) (check or federal funds wire only). Additionally, requests totaling more than $100,000 must be in writing with an original signature guarantee by all shareholders.
The electronic bank link option must be established in advance for payments made electronically to a shareholders bank such as ACH or expedited wire redemptions.
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42
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Target Funds
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Destination Funds
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Exchanging Shares
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You may request an exchange in writing, by phone or by accessing your account through the internet. You can exchange shares in one Target Fund for shares of another fund offered in the same prospectus as a Target Fund.
For Investor Class shares, the minimum exchange to a new fund account is $1,000, unless your account is a UGMA, UTMA, or IRA, in which event it is $250. If you want to exchange between existing fund accounts, the required minimum will be $50.
An exchange is treated as a redemption of a Target Funds shares, followed by a purchase of the shares of the fund into which you exchanged. Prior to making exchanges into a fund that you do not own, please read that funds prospectus carefully.
If you exchange all your Target Fund shares to a new fund, any active systematic plan that you maintain with the Target Company will also carry over to this new fund unless otherwise instructed.
The Target Company reserves the right to modify or terminate the exchange privilege at any time upon 60 days written notice. The Target Company reserves the right to deny any request involving transactions between classes of Target Fund shares.
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You may request an exchange in writing, by phone or by accessing your account through the internet. You can exchange shares in one Destination Fund for shares of another fund offered in the same prospectus as a Destination Fund.
For Class A, Class B, Class C and Class P shares, the minimum exchange to a new fund account is $1,000. This minimum is reduced to $500 per fund account if you elect to establish an AIP and invest a minimum of $50 per month, per fund account. If you want to exchange between existing fund accounts, the required minimum will be $50 per fund account.
An exchange is treated as a redemption of a Destination Funds shares, followed by a purchase of the shares of the fund into which you exchanged. Prior to making exchanges into a fund that you do not own, please read that funds prospectus carefully.
If you exchange all your Destination Fund shares to a new fund, any active systematic plan that you maintain with the Destination Trust will also carry over to this new fund unless otherwise instructed.
The Destination Trust reserves the right to modify or terminate the exchange privilege at any time upon 60 days written notice. The Destination Trust reserves the right to deny any request involving transactions between classes of Destination Fund shares.
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43
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Target Funds
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Destination Funds
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Net Asset Value
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The net asset value of the Target Funds is determined on each day the New York Stock Exchange (NYSE) is open for business.
The net asset value of each Target Fund is calculated by taking the value of its net assets and dividing by the number of shares of the Target Fund that are then outstanding.
In general, securities and other investments are valued based on market prices at the close of regular trading on the NYSE. Fund securities listed or traded on domestic securities exchanges or the NASDAQ/NMS, including dollar-dominated foreign securities or ADRs, are valued at the closing price on the exchange or system where the security is principally traded.
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The net asset value of the Destination Funds is determined on each day the New York Stock Exchange (NYSE) is open for business.
The net asset value of each Destination Fund is calculated by taking the value of its net assets and dividing by the number of shares of the Destination Fund that are then outstanding.
In general, securities and other investments are valued based on market prices at the close of regular trading on the NYSE. Fund securities listed or traded on domestic securities exchanges or the NASDAQ/NMS, including dollar-dominated foreign securities or ADRs, are valued at the closing price on the exchange or system where the security is principally traded.
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Distributions
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Each Target Fund will distribute all or substantially all of its net investment income and net capital gains to its shareholders each year. Although a Target Fund will not have to pay income tax on amounts it distributes to shareholders, shareholders that are not generally tax-exempt will be taxed on amounts they receive. Shareholders who are not subject to tax on their income, such as qualified retirement accounts and other tax-exempt investors, generally will not be required to pay any tax on distributions. If a Target Fund declares a dividend in October, November, or December, payable to shareholders of record in such a month, and pays it in January of the following year, shareholders will be taxed on the dividend as if they received it in the year in which it was declared.
Each Target Fund pays its dividend distributions monthly.
You normally will be taxed on distributions you receive from a Target Fund, regardless of whether they are paid to you in cash or are reinvested in additional Target Fund shares.
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Each Destination Fund will distribute all or substantially all of its net investment income and net capital gains to its shareholders each year. Although a Destination Fund will not have to pay income tax on amounts it distributes to shareholders, most shareholders will be taxed on amounts they receive. If a Destination Fund declares a dividend in October, November, or December payable to shareholders of record in such a month, but pays it in the following January, shareholders will be taxed on the dividend as if they received it in the year in which it was declared.
Each Destination Fund pays its dividend distributions monthly. If necessary, each Destination Fund may make distributions at other times as well.
You normally will be taxed on distributions you receive from a Destination Fund, regardless of whether they are paid to you in cash or are reinvested in additional Destination Fund shares.
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44
ADDITIONAL
INFORMATION ABOUT THE DESTINATION FUNDS
Investment
Adviser
TAM, located at 570 Carillon Parkway, St. Petersburg, Florida
33716, serves as investment adviser for the Destination Funds.
The investment adviser hires investment sub-advisers to furnish
investment advice and recommendations and has entered into
sub-advisory agreements with each Destination Funds
sub-adviser. The investment adviser also monitors the
sub-advisers buying and selling of portfolio securities
and administration of the funds. For these services, TAM is paid
investment advisory fees. These fees are calculated on the
average daily net assets of each Destination Fund, and are paid
at the rates previously shown in this Proxy Statement/Prospectus.
TAM is directly owned by Western Reserve Life Assurance Co. of
Ohio (77%) and AUSA Holding Company (23%) (AUSA),
both of which are indirect, wholly owned subsidiaries of AEGON
NV. AUSA is wholly owned by AEGON USA, LLC (AEGON
USA), a financial services holding company whose primary
emphasis is on life and health insurance, and annuity and
investment products. AEGON USA is owned by AEGON US Holding
Corporation, which is owned by Transamerica Corporation (DE).
Transamerica Corporation (DE) is owned by The AEGON Trust, which
is owned by AEGON International B.V., which is owned by AEGON
NV, a Netherlands corporation, and a publicly traded
international insurance group.
AUIM and TIM are affiliates of TAM and the Destination Trust.
The Destination Funds may rely on an Order from the SEC (Release
IC-23379 dated August 5, 1998) that permits the
Destination Trust and its investment adviser, TAM, subject to
certain conditions, and without the approval of shareholders to:
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(1)
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employ a new unaffiliated sub-adviser for a fund pursuant to the
terms of a new investment sub-advisory agreement, either as a
replacement for an existing sub-adviser or as an additional
sub-adviser;
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(2)
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materially change the terms of any sub-advisory
agreement; and
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(3)
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continue the employment of an existing sub-adviser on
sub-advisory contract terms where a contract has been assigned
because of a change of control of the sub-adviser.
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In such circumstances, shareholders would receive notice and
information about the new sub-adviser within ninety
(90) days after the hiring of any new sub-adviser.
As of June 30, 2009, TAMs assets under management
were approximately $37,346,326,030.
Sub-Advisers
AUIM, located at 4333 Edgewood Road NE, Cedar Rapids, Iowa
52499-5338,
serves as sub-adviser for Transamerica High Yield Bond.
TIM, 11111 Santa Monica Blvd., Suite 820, Los Angeles,
California 90025, serves as sub-adviser for Transamerica Money
Market.
A discussion regarding the basis of the Destination Boards
approval of the advisory arrangements with AUIM and TIM is
available in the Destination Funds semi-annual report for
the fiscal period ended April 30, 2009.
Distributor
and Transfer Agent
TCI is each Destination Funds distributor. Transamerica
Fund Services, Inc. (TFS) is each Destination
Funds transfer agent, withholding agent and dividend
disbursing agent. Each Destination Fund compensates TCI and TFS
for their services. TCI and TFS are affiliates of AEGON USA.
Certain officers and Trustees of the Destination Funds are also
officers
and/or
directors of TAM, TFS and TCI.
Disclosure
of Portfolio Holdings
A detailed description of each Destination Funds policies
and procedures with respect to the disclosure of the Destination
Funds portfolio securities is available in the statement
of additional information. Each Destination
45
Fund publishes its top ten holdings on its website at
www.transamericafunds.com within two weeks after the end of each
month. In addition, each Destination Fund publishes all holdings
on its website at approximately 25 days after the end of
each calendar quarter. Such information will generally remain
online for six months, or as otherwise consistent with
applicable regulations.
Buying,
Selling and Exchanging Destination Fund Shares
Buying Shares. Investors may purchase shares
of the Destination Funds at the offering price of
the shares, which is the net asset value per share plus any
applicable initial sales charge. Please note that purchase
requests initiated through an automated service that exceed
$50,000 per day may be rejected and must be submitted in writing.
Class P shares of the Destination Funds are available only
to former investors in Investor Class shares of the Transamerica
Premier Funds.
Class I shares of the Destination Funds are currently
primarily offered for investment in certain affiliated funds of
funds (also referred to as strategic asset allocation
funds). Class I shares of the Destination Funds are
also made available to other investors, including institutional
investors such as foreign insurers, domestic insurance
companies, and their separate accounts, and eligible retirement
plans whose recordkeepers or financial service firm
intermediaries have entered into agreements with the Destination
Trust or its agents.
By
Check
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Make your check payable and send to Transamerica
Fund Services, Inc.
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If you are opening a new account, send your completed
application along with your check.
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If you are purchasing shares in an existing account(s), please
reference your account number(s) and the Destination Fund(s) you
wish to invest in. If you do not specify the Destination Fund(s)
in which you wish to invest, and your referenced account is
invested in one Fund, your check will be deposited into such
Fund.
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Redemption proceeds will be withheld for 15 calendar days from
the date of purchase for funds to clear. Certain exceptions may
apply.
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The Destination Trust does not accept money orders,
travelers checks, starter checks, credit card convenience
checks or cash. Cashier checks and third-party checks may be
accepted, subject to approval by the Destination Trust.
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By
Automatic Investment Plan
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With an Automatic Investment Plan (AIP), a level
dollar amount is invested monthly and payment is deducted
electronically from your bank account. Due to your banks
requirements, please allow up to 30 days for your AIP to
begin. Investments may be made between the
3rd and
28th of
each month only, and will occur on the
15th if
no selection is made. Call Customer Service for information on
how to establish an AIP or visit the Destination Funds
website to obtain an AIP request form.
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By
Telephone
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You may request an electronic transfer of funds from your bank
account to your Destination Funds account. The electronic bank
link option must be established in advance before Automated
Clearing House (ACH) purchases will be accepted.
Call Customer Service or visit the Destination Funds
website for information on how to establish an electronic bank
link. Due to your banks requirements, please allow up to
30 days to establish this option.
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46
Through
an Authorized Dealer
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If your dealer has already established your account for you, no
additional documentation is needed. Call your dealer to place
your order. The Destination Trust must receive your payment
within three business days after your order is accepted.
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By
the Internet
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You may request an electronic transfer of funds from your bank
account to your Destination Trust account. The electronic bank
link option must be established in advance before ACH purchases
will be accepted. Call Customer Service or visit the Destination
Funds website for information on how to establish an
electronic bank link.
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By
Payroll Deduction
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You may have money transferred regularly from your payroll to
your Destination Trust account. Call Customer Service to
establish this deduction.
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By
Wire Transfer
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You may request that your bank wire funds to your Destination
Trust account (note that your bank may charge a fee for such
service). You must have an existing account to make a payment by
wire transfer. Ask your bank to send your payment to:
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Bank of America, NA, Charlotte, NC, ABA# 026009593, Credit:
Transamerica Funds Acct # 3600622064, Ref: Shareholder
name, Destination Fund and account numbers.
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Shares will be purchased at the next determined net asset value
after receipt of your wire if you have supplied all other
required information.
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Other
Information
If your check, draft or electronic transfer is returned unpaid
by your bank, you will be charged a fee of $20 for each item
that has been returned.
The Destination Trust reserves the right to terminate your
electronic draft privileges if the drafts are returned unpaid by
your bank.
The Destination Trust or its agents may reject a request for
purchase of shares at any time, in whole or in part, including
any purchase under the exchange privilege and any purchase
request that does not include an investment representative or an
approved broker-dealer. To the extent authorized by law, the
Destination Trust and each of the Destination Funds reserves the
right to discontinue offering shares at any time or to cease
operating entirely.
Selling Shares. Selling shares is also
referred to as redeeming shares. You can redeem your
Destination Fund shares at any time.
Proceeds from the redemption of your Destination Fund shares
will usually be sent within three business days after receipt in
good order of your request for redemption (unless you request to
receive payment by wire or another option described below).
However, the Destination Trust has the right to take up to seven
days to pay your redemption proceeds, and may postpone payment
under certain circumstances, as authorized by law. In cases
where shares have recently been purchased and the purchase money
is not yet available, redemption proceeds will be withheld for
15 calendar days from the date of purchase for funds to clear.
Certain exceptions may apply. Destination Fund shares purchased
by wire are immediately available and not subject to the
15 day holding period.
Please note that redemption requests greater than $50,000 per
day must be submitted in writing. In addition, amounts greater
than $50,000 cannot be sent via ACH (check or federal funds wire
only). Additionally, requests totaling more than $100,000 must
be in writing with an original signature guarantee by all
shareholders.
47
The electronic bank link option must be established in advance
for payments made electronically to your bank such as ACH or
expedited wire redemptions. Call Customer Service to verify this
feature is in place on your account or to obtain information on
how to establish the electronic bank link.
To request your redemption and receive payment by:
Direct
Deposit ACH
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You may request an ACH redemption in writing, by
phone or by internet access to your account. Payment should
usually be received by your bank account 2-4 banking days after
your request is received in good order. The Destination Trust
does not charge for this payment option. Certain IRAs and
qualified retirement plans may not be eligible via the internet.
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Direct
Deposit Wire
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You may request an expedited wire redemption in writing, or by
phone. The electronic bank link must be established in advance.
Otherwise, an original signature guarantee will be required.
Wire redemptions have a minimum of $1,000 per wire. Payment
should be received by your bank account the next banking day
after your request is received in good order. The Destination
Trust charges $10 for this service. Your bank may charge a fee
as well.
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Check
to Address of Record
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Written Request: Send a letter requesting a
withdrawal to the Destination Trust. Specify the Destination
Fund, account number, and dollar amount or number of shares you
wish to redeem. Be sure to include all shareholders
signatures and any additional documents, as well as an original
signature guarantee(s) if required. If you are requesting a
distribution from an IRA, federal tax withholding of 10% will
apply unless you elect otherwise. If you elect to withhold, the
minimum tax withholding rate is 10%.
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Telephone or Internet Request: You may request
your redemption by phone or internet. Certain IRAs and qualified
retirement plans may not be eligible.
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Check
to Another Party/Address
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This request must be in writing, regardless of amount, signed by
all account owners with an original signature guarantee.
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Systematic
Withdrawal Plan (by Direct Deposit ACH or
Check)
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You can establish a Systematic Withdrawal Plan (SWP)
either at the time you open your account or at a later date.
Call Customer Service for information on how to establish an SWP
or visit the Destination Funds website to obtain the
appropriate form to complete.
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Through
an Authorized Dealer
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You may redeem your Destination Fund shares through an
authorized dealer (they may impose a service charge). Contact
your Registered Representative or call Customer Service for
assistance.
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Your
Request to Sell Your Destination Fund Shares and Receive
Payment May Be Subject to:
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The type of account you have and if there is more than one
shareholder.
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The dollar amount you are requesting; redemptions over $50,000
must be in writing and those redemptions totaling more than
$100,000 require a written request with an original signature
guarantee for all shareholders on the account.
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A written request and original signature guarantee may be
required if there have been recent changes made to your account
(such as an address change) or other such circumstances. For
your protection, if an address
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48
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change was made in the last 10 days, the Destination Trust
requires a redemption request in writing, signed by all account
owners with an original signature guarantee.
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When redeeming all shares from an account with an active AIP,
your AIP will automatically be stopped. Please contact Customer
Service if you wish to re-activate your AIP.
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Each Destination Fund reserves the right to refuse a telephone
redemption request if it is believed it is advisable to do so.
The telephone redemption option may be suspended or terminated
at any time without advance notice.
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Redemption proceeds will be withheld for 15 calendar days from
the date of purchase for funds to clear. Certain exceptions may
apply.
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Destination Fund shares will normally be redeemed for cash,
although each Destination Fund retains the right to redeem its
shares in kind. Please see the statement of additional
information of the Destination Funds for more details.
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If you request that a withdrawal check be delivered overnight, a
$20 overnight fee will be charged; for Saturday delivery, a $30
overnight fee will be charged.
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Please see additional information relating to original signature
guarantee later in this Proxy Statement/Prospectus.
Involuntary
Redemptions
Each Destination Fund reserves the right to close your account
if the account value falls below the Destination Funds
minimum account balance, or you are deemed to engage in
activities that are illegal (such as late trading) or otherwise
believed to be detrimental to the Destination Fund (such as
market timing or frequent small redemptions), to the fullest
extent permitted by law.
Exchanging Shares. You may request an exchange
in writing, by phone, or by accessing your account through the
internet.
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You can exchange shares in one fund for shares in the same class
of another fund offered in the same prospectus as the
Destination Funds.
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The minimum exchange to a new fund account is $1,000. This
minimum is reduced to $500 per fund account if you elect to
establish an AIP and invest a minimum of $50 per month, per fund
account. If you want to exchange between existing fund accounts,
the required minimum will be $50 per fund account.
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An exchange is treated as a redemption of a Destination
Funds shares, followed by a purchase of the shares of the
fund into which you exchanged. Prior to making exchanges into a
fund that you do not own, please read the prospectus of that
fund carefully.
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If you exchange all your Destination Fund shares to a new fund,
any active systematic plan that you maintain with the
Destination Trust will also carry over to this new fund unless
otherwise instructed.
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The Destination Trust reserves the right to modify or terminate
the exchange privilege at any time upon 60 days
written notice.
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The Destination Trust reserves the right to deny any exchange
request involving transactions between classes of shares. Please
review your individual circumstances with your financial
professional.
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The minimum exchange amount may be waived with respect to
transactions in omnibus accounts maintained on behalf of certain
401(k) and other retirement plans.
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49
Features and Policies.
Check
writing Service (For Class A shares of Transamerica Money
Market only)
If you would like to use the check writing service, mark the
appropriate box on the application or authorization form. Your
Transamerica Money Market fund account must have a minimum
balance of $1,000 to establish check writing privileges.
Transamerica Money Market will send you checks when it receives
these properly completed documents and your check has cleared
the 15 day holding period. Checks must be written for at
least $250, and investments made by check or ACH must have been
in your account for at least 15 calendar days before you can
write checks against them. A service fee of $10 applies for
those checks written under $250. When the check is presented for
payment, Transamerica Money Market will redeem a sufficient
number of full and fractional shares in your account at that
days net asset value to cover the amount of the check.
Checks presented against your account in an amount that exceeds
your available balance will be returned for insufficient
funds and your account will incur a $20 service fee. Due
to dividends accruing on your account, it is not possible to
determine your accounts value in advance so you should not
write a check for the entire value or try to close your account
by writing a check. A stop payment on a check may be requested
for a $20 service fee. The payment of funds is authorized by the
signature(s) appearing on the Destination Trusts
application or authorization form. Each signatory guarantees the
genuineness of the other signatures.
The use of checks is subject to the rules of the Destination
Trust designated bank for its check writing service. The
Destination Trust has chosen UMB Bank, N.A. as its designated
bank for this service. UMB Bank, N.A., or its bank affiliate
(the Bank), is appointed agent by the person(s)
signing the Destination Trust application or authorization form
(the Investor(s)) and, as agent, is authorized and
directed upon presentment of checks to the Bank to transmit such
checks to the Destination Trust as requests to redeem shares
registered in the name of the Investor(s) in the amounts of such
checks.
This check writing service is subject to the applicable terms
and restrictions, including charges, set forth in this Proxy
Statement/Prospectus. The Investor(s) agrees that
he/she is
subject to the rules, regulations, and laws governing check
collection including the Uniform Commercial Code as enacted in
the state of Missouri, pertaining to this check writing service,
as amended from time to time. The Bank
and/or
Transamerica Funds has the right not to honor checks presented
to it and the right to change, modify or terminate this check
writing service at any time.
The check writing service is not available for IRAs, Coverdell
ESAs, qualified retirement plans or Class B or Class C
shares of Transamerica Money Market.
Customer
Service
Occasionally, the Destination Trust experiences high call volume
due to unusual market activity or other events that may make it
difficult for you to reach a Customer Service Representative by
telephone. If you are unable to reach the Destination Trust by
telephone, please consider visiting the Destination Funds
website at www.transamericafunds.com. You may also send
instructions by mail, by fax, or by using the In-Touch line
(automated phone system).
Uncashed
Checks Issued on Your Account
If any check the Destination Trust issues is returned by the
Post Office as undeliverable, or remains outstanding (uncashed)
for six months, the Destination Trust reserves the right to
reinvest check proceeds back into your account at the net asset
value next calculated after reinvestment. If applicable, the
Destination Trust will also change your account distribution
option from cash to reinvest. Interest does not accrue on
amounts represented by uncashed checks. In case the Destination
Trust is unable to reinvest check proceeds in the original funds
that you held, for example, if a fund has been liquidated or is
closed to new investments, the Destination Trust reserves the
right to reinvest the proceeds in Transamerica Money Market.
50
Minimum
Dividend Check Amounts
To control costs associated with issuing and administering
dividend checks, the Destination Trust reserves the right not to
issue checks under a specified amount. For accounts with the
cash by check dividend distribution option, if the dividend
payment total is less than $10, the distribution will be
reinvested into the account and no check will be issued.
Minimum
Account Balance
Due to the proportionately higher cost of maintaining customer
fund accounts with balances below the stated minimums for each
class of shares, the Destination Trust reserves the right to
close such accounts or assess an annual fee on such fund
accounts to help offset the costs associated with maintaining
the account. The Destination Trust generally provides a
60-day
notification to the address of record prior to assessing a
minimum fund account fee, or closing any fund account. The
following describes the fees assessed against fund accounts with
balances below the stated minimum:
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Account Balance
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Fee Assessment
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(per Fund Account)
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(per Fund Account)
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If your balance is below $1,000 per fund account
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$25 annual fee assessed, until balance reaches $1,000
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No fees will be charged on:
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accounts opened within the preceding 12 months for each
class of shares, except Class P shares for which no fees
will be charged on accounts opened within the preceding
24 months
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accounts with an active monthly AIP or payroll deduction ($50
minimum per fund account)
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accounts owned by an individual which, when combined by Social
Security Number, have a balance of $5,000 or more
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accounts owned by individuals in the same household (by address)
that have a combined balance of $5,000 or more
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accounts for which the Destination Trust in its discretion has
waived the minimum account balance requirements
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UTMA/UGMA accounts (held at the Destination Trust)
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State Street Custodial Accounts (held at the Destination Trust)
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Coverdell ESA accounts (held at the Destination Trust)
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Omnibus and Network Level 3 accounts
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B-share accounts whose shares have started to convert to A-share
accounts (as long as combined value of both accounts is at least
$1,000)
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Telephone
Transactions
The Destination Trust and its transfer agent, TFS, are not
liable for complying with telephone instructions that are deemed
by them to be genuine. The Destination Trust and TFS will employ
reasonable procedures to help ensure telephone instructions are
genuine. In situations where the Destination Trust or TFS
reasonably believe they were acting on genuine telephone
instructions, you bear the risk of loss. These procedures may
include requiring personal identification, providing written
confirmation of transactions, and tape recording conversations.
The Destination Trust reserves the right to modify the telephone
redemption privilege at any time.
Retirement
and ESA State Street Account Maintenance Fees
Retirement plan and Coverdell ESA State Street accounts are
subject to an annual custodial fee of $15 per fund account, with
a maximum fee of $30 per Social Security Number. For example, an
IRA in two fund accounts would normally be subject to a $30
annual custodial fee. An A share account which holds shares
converted from a B share
51
account shall be considered as part of the original B share
account for purposes of this fee. The fee is waived if the total
of the retirement plan and ESA account(s) value per Social
Security Number is more than $50,000.
Professional
Fees
Your financial professional may charge a fee for his or her
services. This fee will be in addition to any fees charged by
the Destination Trust. Your financial professional will answer
any questions that you may have regarding such fees.
Signature
Guarantee
An original signature guarantee assures that a signature is
genuine so that you are protected from unauthorized account
transactions. Notarization is not an acceptable substitute.
Acceptable guarantors only include participants in the
Securities Transfer Agents Medallion Program
(STAMP2000). Participants in STAMP2000 may include
financial institutions such as banks, savings and loan
associations, trust companies, credit unions, broker-dealers,
and member firms of a national securities exchange.
An original signature guarantee is required if any of the
following is applicable:
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You request a redemption or distribution transaction totaling
more than $100,000 or, in the case of an IRA with a market value
in excess of $100,000, you request a custodian to custodian
transfer.
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You would like a check made payable to anyone other than the
shareholder(s) of record.
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You would like a check mailed to an address which has been
changed within 10 days of the redemption request.
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You would like a check mailed to an address other than the
address of record.
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You would like your redemption proceeds wired to a bank account
other than a bank account of record.
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You are adding or removing a shareholder from an account.
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You are changing ownership of an account.
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When establishing an electronic bank link, if the Destination
Trust account holders name does not appear on the check.
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The Destination Funds reserve the right to require an original
signature guarantee under other circumstances or to reject or
delay a redemption on certain legal grounds.
An original signature guarantee may be refused if any of the
following is applicable:
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It does not appear valid or in good form.
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The transaction amount exceeds the surety bond limit of the
original signature guarantee.
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The guarantee stamp has been reported as stolen, missing or
counterfeit.
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Employer
Sponsored Accounts
If you participate in an employer sponsored retirement plan and
wish to make an allocation change to your current fund
selection, you or your financial professional must notify the
Destination Trust by phone or in writing. Please also remember
to inform your employer of the change(s) to your fund
allocation. Documentation for allocations submitted online or in
writing from your employer will be used to allocate your
contributions. This documentation will supersede all other prior
instructions received from you or your financial professional.
(Note: If you perform a partial or complete exchange to a new
fund selection, your current fund allocation will remain
unchanged for future contributions unless specified otherwise.)
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E-Mail
Communication
As e-mail
communications may not be secure, and because the Destination
Trust is unable to take reasonable precautions to verify your
shareholder and transaction information, the Destination Trust
cannot respond to account-specific requests received via
e-mail. For
your protection, the Destination Trust asks that all transaction
requests be submitted only via telephone, mail or through the
secure link on the Destination Funds website.
Reinvestment
Privilege
Within a
90-day
period after you sell your Destination Fund shares, you have the
right to reinvest your money in any fund of the same
class. You will not incur a new sales charge if you use this
privilege within the allotted time frame. Any contingent
deferred sales charge you paid on your Destination Fund shares
will be credited to your account. You may reinvest the proceeds
of a Class B share sale (less the contingent deferred sales
charge) in Class A shares without paying the up-front sales
charge. To take advantage of the
90-day
reinvestment privilege, a written request must accompany your
investment check.
Statements
and Reports
The Destination Trust will send you a confirmation statement
after every transaction that affects your account balance or
registration, with the exception of systematic transactions or
transactions necessary to assess account fees. Systematic
transactions and fees will be shown on your next regularly
scheduled quarterly statement. Information regarding these fees
are disclosed in the Destination Funds prospectus. Please
review the confirmation statement carefully and promptly notify
the Destination Trust of any error. Information about the tax
status of the prior years income dividends and capital
gains distributions will be mailed to Destination Fund
shareholders early each year.
Please retain your statements. If you require historical
statements, the Destination Trust may charge $10 per statement
year up to a maximum of $50 per Social Security Number.
Financial reports for the Destination Funds, which include a
list of the holdings, will be mailed twice a year to all
shareholders.
e-Delivery
The Destination Trust offers
e-Delivery,
a fast and secure way of receiving statements and other
shareholder documents electronically. Subscribers to
e-Delivery
are notified by
e-mail when
shareholder materials, such as prospectuses, financial
transaction confirmations and financial reports, become
available on the Destination Funds website.
Once your account is established, visit the Destination
Funds website at www.transamericafunds.com, choose
Transamerica Funds and then click on Manage My
Account for more information and to subscribe. Then, once
you have logged in to your account, select the Electronic
Delivery option and follow the simple enrollment steps
provided.
Share Price. The price at which Destination
Fund shares are purchased or redeemed is the net asset value
that is next calculated following receipt and acceptance of a
purchase order in good order or receipt of a redemption order in
good order by the relevant Destination Fund or an authorized
intermediary.
The net asset value of each Destination Fund (or class thereof)
is determined on each day the NYSE is open for business. The net
asset value is not determined on days when the NYSE is closed
(generally New Years Day, Martin Luther King, Jr. Day,
Presidents Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas). Foreign securities
may trade in their primary markets on weekends or other days
when a Destination Fund does not price its shares (therefore,
the net asset value of a Destination Fund holding foreign
securities may change on days when shareholders will not be able
to buy or sell shares of the Destination Fund).
Purchase orders received in good order and accepted, and
redemption orders received in good order, before the close of
business on the NYSE, usually 4:00 p.m. Eastern Time,
receive the net asset value determined as of the close of the
NYSE that day (plus or minus applicable sales charges). Purchase
and redemption requests received after the NYSE is closed
receive the net asset value at the close of the NYSE the next
day the NYSE is open.
Purchase orders for shares of the Transamerica asset allocation
funds that are received in good order and accepted before the
close of business on the NYSE receive the net asset value
determined as of the close of the NYSE that day. For direct
purchases, corresponding orders for shares of the underlying
constituent funds are priced
53
on the same day that orders for shares of the asset allocation
funds are received and accepted. For purchases of shares of the
Transamerica asset allocation funds through the National
Securities Clearing Corporation, orders for shares of the
underlying constituent funds will be placed after the receipt
and acceptance of the settled purchase order for shares of the
asset allocation funds.
Net Asset Value. The net asset value of each
Destination Fund (or class thereof) is calculated by taking the
value of its net assets and dividing by the number of shares of
the Destination Fund (or class) that are then outstanding.
The Destination Board has approved procedures to be used to
value the Destination Funds securities for the purposes of
determining the Destination Funds net asset value. The
valuation of the securities of the Destination Funds is
determined in good faith by or under the direction of the
Destination Board. The Destination Board has delegated certain
valuation functions for the Destination Funds to TAM.
In general, securities and other investments are valued based on
market prices at the close of regular trading on the NYSE.
Destination Fund securities listed or traded on domestic
securities exchanges or the NASDAQ/NMS, including
dollar-dominated foreign securities or ADRs, are valued at the
closing price on the exchange or system where the security is
principally traded. With respect to securities traded on the
NASDAQ/NMS, such closing price may be the last reported sale
price or the NASDAQ Official Closing Price (NOCP).
If there have been no sales for that day on the exchange or
system where the security is principally traded, then the value
should be determined with reference to the last sale price, or
the NOCP, if applicable, on any other exchange or system. If
there have been no sales for that day on any exchange or system,
a security is valued at the closing bid quotes on the exchange
or system where the security is principally traded, or at the
NOCP, if applicable. Foreign securities traded on
U.S. exchanges are generally priced using last sale price
regardless of trading activity. Securities traded
over-the-counter are valued at the mean of the last bid and
asked prices. The market price for debt obligations is generally
the price supplied by an independent third party pricing service
approved by the Destination Board, which may use a matrix,
formula or other objective method that takes into consideration
market indices, yield curves and other specific adjustments.
Investments in securities maturing in 60 days or less may
be valued at amortized cost. Foreign securities generally are
valued based on quotations from the primary market in which they
are traded, and are converted from the local currency into
U.S. dollars using current exchange rates. Market
quotations for securities prices may be obtained from automated
pricing services. Shares of open-end investment companies are
generally valued at the net asset value per share reported by
that investment company.
When a market quotation for a security is not readily available
(which may include closing prices deemed to be unreliable
because of the occurrence of a subsequent event), a valuation
committee appointed by the Board of Trustees may, in good faith,
establish a value for the security in accordance with fair
valuation procedures adopted by the Board. The types of
securities for which such fair value pricing may be required
include, but are not limited to: foreign securities, where a
significant event occurs after the close of the foreign market
on which such security principally trades that is likely to have
changed the value of such security, or the closing value is
otherwise deemed unreliable; securities of an issuer that has
entered into a restructuring; securities whose trading has been
halted or suspended; fixed-income securities that have gone into
default and for which there is no current market value
quotation; and securities that are restricted as to transfer or
resale. The Destination Funds use a fair value model developed
by an independent third party pricing service to price foreign
equity securities on days when there is a certain percentage
change in the value of a domestic equity security index, as such
percentage may be determined by TAM from time to time.
Valuing securities in accordance with fair value procedures
involves greater reliance on judgment than valuing securities
based on readily available market quotations. The valuation
committee makes fair value determinations in good faith in
accordance with Destination Funds valuation procedures.
Fair value determinations can also involve reliance on
quantitative models employed by a fair value pricing service.
There can be no assurance that a Destination Fund could obtain
the fair value assigned to a security if it were to sell the
security at approximately the time at which the Destination Fund
determines its net asset value per share.
Distribution
Arrangements
Distribution and Service Plans. The
Destination Board has adopted a plan pursuant to
Rule 12b-1
under the 1940 Act (the
12b-1
Plan) for the Class P shares of each Destination
Fund. The
12b-1 Plan
provides for payments
54
of distribution and service
(12b-1)
fees, based on annualized percentages of daily net assets
attributable to Class P shares, to TCI, broker-dealers,
financial intermediaries and others. The annual
12b-1 fees
are 0.25% of the average daily net assets of Transamerica High
Yield Bond attributable to Class P shares and 0.10% of the
average daily net assets of Transamerica Money Market
attributable to Class P shares. Class P shares of
Transamerica Money Market do not pay
12b-1 fees
because TCI has agreed to waive the
12b-1 fees
for Transamerica Money Market until at least April 30,
2010. This fee waiver may be terminated at any time without
notice after April 30, 2010. The
12b-1 fee
accrues daily and is based on an annual percentage of the daily
average net assets.
In general, because
12b-1 Plan
fees are paid on an ongoing basis, these fees will increase the
cost of your investment and may cost more than other types of
sales charges.
Other Distribution or Service
Arrangements. TCI engages in wholesaling
activities designed to support and maintain, and increase the
number of, the financial intermediaries who sell Destination
Fund shares. Wholesaling activities include, but are not limited
to, recommending and promoting, directly or through
intermediaries, Destination Fund shares to financial
intermediaries and providing sales training, retail broker
support and other services. Such activities are financed by TAM
and TCI, and not the Destination Funds.
TCI (in connection with, or in addition to, wholesaling
services), TAM, TIM and other fund sub-advisers, directly or
through TCI, out of their past profits and other available
sources, provide cash payments or non-cash compensation to some,
but not all, brokers and other financial intermediaries who have
sold shares of the Destination Funds or sell shares of other
series of the Destination Trust or render investor services to
Destination Fund shareholders. Such payments and compensation
are in addition to the sales charges,
12b-1 Plan
fees, service fees and other fees that may be paid, directly or
indirectly, to such brokers and other financial intermediaries.
These arrangements are sometimes referred to as revenue
sharing arrangements. Revenue sharing is not an expense of
the Destination Funds, does not result in increased fund
expenses, is not reflected in the fees and expenses sections of
the Destination Funds prospectus and does not change the
price paid by investors for the purchase of a Destination
Funds shares or the amount received by a shareholder as
proceeds from the redemption of fund shares.
Such additional cash payments may be made to brokers and other
financial intermediaries that provide services to the
Destination Funds
and/or
shareholders in the Destination Fund, including (without
limitation) shareholder servicing, marketing support
and/or
access to sales meetings, sales representatives and management
representatives of the broker or other financial intermediaries.
Cash compensation may also be paid to brokers and other
financial intermediaries for inclusion of a Destination Fund on
a sales list, including a preferred or select sales list, in
other sales programs, or as an expense reimbursement or
compensation in cases where the broker or other financial
intermediary provides services to fund shareholders. To the
extent permitted by applicable law, TCI and other parties may
pay or allow other incentives and compensation to brokers and
other financial intermediaries. TCI and the other parties making
these payments generally assess the advisability of continuing
making these payments periodically.
These cash payments may take a variety of forms, including
(without limitation) reimbursement of ticket charges, additional
compensation for sales, trail fees for shareholder
servicing and maintenance of investor accounts, and
finders fees that vary depending on the fund or share
class and the dollar amount of shares sold. Revenue sharing
payments can be calculated: (i) as a percentage of gross or
net sales; (ii) as a percentage of gross or net assets
under management;
and/or
(iii) as a fixed or negotiated dollar amount.
As of December 31, 2008, TCI had such revenue sharing
arrangements, with over 25 brokers and other financial
intermediaries, of which some of the more significant include:
Compass Group, Hantz Financial Services, Merrill Lynch, Morgan
Stanley, Natcity Investments, Inc., PNC Financial Services
Group, CUNA, CUSO, Eagle One, Fintegra, InterSecurities, Inc.,
Morgan Keegan, Transamerica Financial Advisors, World Group
Securities, Raymond James Financial Services, Raymond James and
Associates, LPL Financial, CCO Investments, CitiGroup/Smith
Barney, UBS Financial, U.S. Bancorp and Wachovia Securities.
In addition, while TCI typically pays most of the sales charge
applicable to the sale of Destination Fund shares to brokers and
other financial intermediaries through which purchases are made,
TCI may, on occasion, pay the entire sales charge.
From time to time, TCI, its affiliates
and/or TAM
and/or
Destination Fund sub-advisers may also pay non-cash compensation
to brokers and other financial intermediaries and their sales
representatives in the form of, for example:
55
(i) occasional gifts; (ii) occasional meals, tickets
or other entertainment;
and/or
(iii) sponsorship support of broker marketing events. For
example, representatives of TCI visit brokers and other
financial intermediaries and their sales representatives on a
regular basis to educate them about the Destination Funds and to
encourage the sale of Destination Fund shares to their clients.
The costs and expenses associated with these efforts may include
travel, lodging, sponsorship at educational seminars, meetings
and conferences, entertainment and meals to the extent permitted
by law.
The non-cash compensation to sales representatives and
compensation or reimbursement received by brokers and other
financial intermediaries through sales charges, other fees
payable from the Destination Funds,
and/or
revenue sharing arrangements for selling shares of the
Destination Funds may be more or less than the overall
compensation or reimbursement on similar or other products and
may influence your broker or other financial intermediary to
present and recommend the Destination Funds over other
investment options available in the marketplace. In addition,
depending on the arrangements in place at any particular time,
your broker or other financial intermediary may have a financial
incentive for recommending a particular class of Destination
Fund shares over other share classes. These payments may create
a conflict of interest by influencing the broker-dealer or other
intermediary and your sales person to recommend the Destination
Fund over another investment.
Shareholders may obtain more information about these
arrangements, including the conflicts of interests that such
arrangements may create, from their brokers and other financial
intermediaries, and should so inquire if they would like
additional information. A shareholder may ask
his/her
broker or financial intermediary how
he/she will
be compensated for investments made in the Destination Funds.
Although a Destination Fund may use financial firms that sell
Destination Fund shares to effect transactions for the
Destination Funds portfolio, the Destination Fund and its
investment adviser or sub-adviser will not consider the sale of
Destination Fund shares as a factor when choosing financial
firms to effect those transactions.
Distributions
and Taxes
Taxes on Distributions in General. Each
Destination Fund will distribute all or substantially all of its
net investment income and net capital gains to its shareholders
each year. Although a Destination Fund will not have to pay
income tax on amounts it distributes to shareholders, most
shareholders will be taxed on amounts they receive. If a
Destination Fund declares a dividend in October, November, or
December payable to shareholders of record in such a month, and
pays it in the following January, shareholders will be taxed on
the dividend as if they received it in the year in which it was
declared.
Each Destination Fund pays dividend distributions monthly. If
necessary, each Destination Fund may make distributions at other
times as well.
You normally will be taxed on distributions you receive from a
Destination Fund, regardless of whether they are paid to you in
cash or are reinvested in additional Destination Fund shares.
Current U.S. federal income tax law generally provides for
a maximum tax rate for individual taxpayers of 15% on long-term
capital gains and on qualified dividend income. These rates do
not apply to corporate taxpayers or certain
non-U.S. investors.
The following are guidelines for how certain distributions by a
Destination Fund are generally taxed to individual taxpayers:
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Distributions of net capital gain (i.e., the excess of net
long-term capital gain over net short-term capital loss) will be
taxed at a maximum rate of 15% (5% for individuals in the 10%
and 15% federal tax brackets).
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Distributions designated by a Destination Fund as
qualified dividend income will also be taxed at a
maximum rate of 15% (5% for individuals in the 10% and 15%
federal tax brackets). Qualified dividend income generally is
income derived from dividends from U.S. corporations or
certain foreign corporations that are either incorporated in a
U.S. possession or eligible for tax benefits under certain
U.S. income tax treaties. In addition, dividends that a
Destination Fund receives in respect of stock of certain foreign
corporations will be qualified dividend income if that stock is
readily tradable on an established U.S. securities market.
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Other distributions generally will be taxed at the ordinary
income tax rate applicable to the shareholder.
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56
Each Destination Fund will send you a tax report annually
summarizing the amount of and the tax aspects of your
distributions.
If you buy shares of Transamerica High Yield Bond shortly before
it makes a distribution, the distribution will be taxable to you
even though it may actually be a return of a portion of your
investment. This is known as buying a dividend.
Investors who invest through tax-deferred accounts, such as
IRAs, 403(b) accounts, and qualified retirement plans, will
ordinarily not be subject to tax until a distribution is made
from the account, at which time such distribution is generally
taxed as ordinary income. These accounts are subject to complex
tax rules and a tax-deferred account investor should consult
their tax advisers regarding their investments in a tax-deferred
account.
You must provide your taxpayer identification number to a
Destination Fund along with certifications required by the IRS
upon your investment in that Destination Funds shares.
Taxes on the Sale or Exchange of Shares. If
you sell shares of a Destination Fund or exchange them for
shares of another fund, you generally will have a capital gain
or loss, which generally will be a long-term capital gain or
loss if you held the shares for more than one year; otherwise it
will generally be a short-term capital gain or loss. Any loss
recognized on shares held for six months or less will be treated
as a long-term capital loss to the extent of any amounts treated
as distributions of long-term capital gain that were received
with respect to the shares, including distributions of net
capital gain and any amounts credited to you as undistributed
capital gain.
Any gain or loss on the sale or exchange of shares is computed
by subtracting your tax basis in the shares from the redemption
proceeds in the case of a sale or the value of the shares
received in the case of an exchange. Because your tax basis
depends on the original purchase price and on the price at which
any dividends may have been reinvested, you should be sure to
keep account statements so that you or your tax return preparer
will be able to determine whether a sale will result in a
taxable gain or loss.
Note that money market funds typically maintain a stable net
asset value of $1.00 per share. Assuming Transamerica Money
Market maintains a stable net asset value, you will typically
not recognize gain or loss upon the sale, redemption, or
exchange of shares of this Destination Fund.
Withholding Taxes. The Destination Funds may
be required to apply backup withholding of U.S. federal
income tax at the fourth lowest tax rate applicable to unmarried
individuals (currently, 28%) on all distributions payable to you
if you fail to provide the Destination Funds with your correct
taxpayer identification number or to make required
certifications, or if you have been notified by the IRS that you
are subject to backup withholding. Backup withholding is not an
additional tax, but is a method by which the IRS ensures that it
will collect taxes otherwise due. Any amounts withheld may be
credited against your U.S. federal income tax liability.
Non-Resident Alien Withholding. If you are a
non-U.S. investor,
you must provide a U.S. mailing address to establish an
account unless your broker-dealer firm submits your account
through the National Securities Clearing Corporation. Your
broker-dealer will be required to submit a foreign certification
form. Investors changing a mailing address to a
non-U.S. address
will be required to have a foreign certification form completed
by their broker-dealer and returned to us before future
purchases can be accepted. Shareholders that are not
U.S. investors under the federal tax laws may be subject to
U.S. withholding taxes on certain distributions and are
generally subject to U.S. tax certification requirements.
Additionally, you will need to provide the appropriate tax form
(generally,
Form W-8BEN)
and documentary evidence if you are not a U.S. citizen or
U.S. resident alien.
Other Tax Information. This tax discussion is
for general information only. In addition to federal income
taxes, a Destination Fund shareholder may be subject to state,
local or foreign taxes on payments received from, and
investments made in shares of, a Destination Fund. More
information is provided in the statement of additional
information of the Destination Funds. You should also consult
your own tax adviser for information regarding all tax
consequences applicable to your investments in Transamerica
Funds.
Market
Timing/Excessive Trading
Some investors try to profit from various short-term or frequent
trading strategies known as market timing. Examples of market
timing include switching money into funds when their share
prices are expected to rise and taking money out when their
share prices are expected to fall, and switching from one fund
to another and then back again after a short period
57
of time. As money is shifted in and out, a fund may incur
expenses for buying and selling securities. Excessive purchases,
redemptions or exchanges of fund shares may disrupt portfolio
management, hurt fund performance and drive fund expenses
higher. For example, a fund may be forced to liquidate
investments as a result of short-term trading and incur
increased brokerage costs or realize taxable capital gains
without attaining any investment advantage. These costs are
generally borne by all shareholders, including long-term
investors who do not generate these costs.
The Destination Board has approved policies and procedures
that are designed to discourage market timing or excessive
trading which include limitations on the number of transactions
in Destination Fund shares. If you intend to engage in such
practices, please do not purchase shares of any of the
Destination Funds. Each Destination Fund reserves the right
to reject any request to purchase shares, including purchases in
connection with an exchange transaction, which the Destination
Fund reasonably believes to be in connection with market timing
or excessive trading. The Destination Funds generally will
consider four or more exchanges between funds, or frequent
purchases and redemptions having a similar effect, during any
rolling
90-day
period to be evidence of market timing or excessive trading by a
shareholder or by accounts under common control (for example,
related shareholders, or a financial adviser with discretionary
trading authority over multiple accounts). However, the
Destination Funds reserve the right to determine less active
trading to be excessive or related to market timing.
While the Destination Funds discourage market timing and
excessive short-term trading, the Destination Funds cannot
always recognize or detect such trading, particularly if it is
facilitated by financial intermediaries or done through Omnibus
Account arrangements. TCI has entered into agreements with
intermediaries requiring the intermediaries to provide certain
information to help identify harmful trading activity and to
prohibit further purchases or exchanges by a shareholder
identified as having engaged in excessive trading. There is no
guarantee that the procedures used by financial intermediaries
will be able to curtail frequent, short-term trading activity.
For example, shareholders who seek to engage in frequent,
short-term trading activity may use a variety of strategies to
avoid detection, and the financial intermediaries ability
to deter such activity may be limited by operational and
information systems capabilities. Due to the risk that the
Destination Funds and financial intermediaries may not detect
all harmful trading activity, it is possible that shareholders
may bear the risks associated with such activity.
Further, with respect to Class I shares of the Destination
Funds, because such Class I shares may be sold to strategic
asset allocation funds, other investors (including institutional
investors such as foreign insurers, domestic insurance
companies, and their separate accounts), and eligible retirement
plans whose recordkeepers or financial service firm
intermediaries have entered into agreements with the Destination
Trust or its agents, the Destination Funds policies and
procedures to discourage market timing or excessive trading are
enforced by those entities, as appropriate, rather than the
Destination Funds.
Orders to purchase, redeem or exchange shares forwarded by
certain omnibus accounts with the Destination Trust will not be
considered to be market timing or excessive trading for purposes
of the Destination Trusts policies. However, the market
timing and excessive trading policies of these omnibus firms or
plans may apply to transactions by the underlying shareholders.
Similarly, orders to purchase, redeem or exchange shares
forwarded by accounts maintained on behalf of institutional
investors or insurers (for example, separate accounts of
insurance companies) with respect to their accounts with
Destination Trust will not be considered to be market timing or
excessive trading for purposes of Destination Trusts
policies. However, the market timing and excessive trading
policies of these investors/insurers (or their accounts) may
apply to transactions by persons who, in turn, invest through
these investors/insurers (or through their accounts).
Temporary
Defensive Strategies
For temporary defensive purposes, a Destination Fund may, at
times, choose to hold some or all of its assets in cash, or to
invest that cash in a variety of debt securities. This may be
done as a defensive measure at times when desirable risk/reward
characteristics are not available in stocks or to earn income
from otherwise uninvested cash. When a Destination Fund
increases its cash or debt investment position, its income may
increase while its ability to participate in stock market
advances or declines decrease. Furthermore, when a Destination
Fund assumes a temporary defensive position it may not be able
to achieve its investment objective.
58
FINANCIAL
HIGHLIGHTS
The following tables show the financial performance of the
applicable class of shares of each Fund for the past five fiscal
years and, if applicable, for any recent semi-annual period (or
periods during which a Fund has been in operation, if less than
five years). Certain information reflects financial results for
a single Fund share. The total returns in the tables represent
the rate that you would have earned or lost on an investment in
a Fund (assuming reinvestment of all dividends and
distributions). No financial highlights are provided for
Class P shares of the Destination Funds because
Class P shares are newly offered. The information presented
with respect to Transamerica High Yield Bond through
October 31, 2008 has been derived from financial statements
audited by PricewaterhouseCoopers LLP, independent registered
certified public accounting firm, whose report, along with
Transamerica High Yield Bonds financial statements, is
included in the Destination Funds 2008 Annual Report,
which is available to you upon request by calling
1-888-233-4339. The information presented with respect to each
Target Fund through the period ended December 31, 2008 has
been derived from financial statements audited by
Ernst & Young LLP, independent registered public
accounting firm, whose report, along with the Target Funds
financial statements, is included in the Target Funds 2008
Annual Report, which is available by request by calling
1-888-233-4339.
For a
share outstanding throughout each
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Transamerica High Yield Bond
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Class I
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Period
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Year Ended
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Year Ended
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Year Ended
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Year Ended
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April 30, 2009
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October 31,
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October 31,
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October 31,
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October 31,
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(Unaudited)
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2008
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2007
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2006
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2005*
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Net Asset Value
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Beginning of period/year
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$
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6.35
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$
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9.17
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$
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9.24
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$
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9.02
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$
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9.39
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Investment Operations
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Net investment income(a)
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0.35
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0.69
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0.65
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0.67
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0.59
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Net realized and unrealized gain (loss) on investments
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0.62
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(2.85
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(0.07
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0.18
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(0.37
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Total from investment operations
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0.97
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(2.16
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0.58
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0.85
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0.22
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Distributions
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|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.37
|
)
|
|
|
(0.66
|
)
|
|
|
(0.65
|
)
|
|
|
(0.63
|
)
|
|
|
(0.59
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.37
|
)
|
|
|
(0.66
|
)
|
|
|
(0.65
|
)
|
|
|
(0.63
|
)
|
|
|
(0.59
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of period/year
|
|
$
|
6.95
|
|
|
$
|
6.35
|
|
|
$
|
9.17
|
|
|
$
|
9.24
|
|
|
$
|
9.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return(b)
|
|
|
16.25
|
%(c)
|
|
|
(25.05
|
)%
|
|
|
6.39
|
%
|
|
|
9.81
|
%
|
|
|
2.33
|
%(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets End of Period/Year (in thousands)
|
|
$
|
344,447
|
|
|
$
|
418,923
|
|
|
$
|
331,300
|
|
|
$
|
315,252
|
|
|
$
|
40,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio and Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses to average net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After reimbursement/fee waiver
|
|
|
0.66
|
%(d)
|
|
|
0.65
|
%
|
|
|
0.65
|
%
|
|
|
0.66
|
%
|
|
|
0.66
|
%(d)
|
Before reimbursement/fee waiver
|
|
|
0.66
|
%(d)
|
|
|
0.65
|
%
|
|
|
0.65
|
%
|
|
|
0.66
|
%
|
|
|
0.66
|
%(d)
|
Net investment income, to average net assets(e)
|
|
|
11.43
|
%(d)
|
|
|
8.34
|
%
|
|
|
6.96
|
%
|
|
|
7.29
|
%
|
|
|
6.60
|
%(d)
|
Portfolio Turnover Rate
|
|
|
18
|
%(c)
|
|
|
38
|
%
|
|
|
80
|
%
|
|
|
73
|
%
|
|
|
71
|
%(c)
|
|
|
|
* |
|
Commenced operations November 8, 2004. |
|
(a) |
|
Calculation is based on average number of shares outstanding. |
|
(b) |
|
Total return has been calculated for the applicable period
without deduction of a sales load, if any, on an initial
purchase. |
59
|
|
|
(c) |
|
Not annualized. |
|
(d) |
|
Annualized. |
|
(e) |
|
Includes Redemption Fees, if any. |
For a
share outstanding throughout each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Premier High Yield Bond Fund
|
|
|
|
Investor Class
|
|
|
|
Period Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
June 30, 2009
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
(Unaudited)
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Net Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period/year
|
|
$
|
5.03
|
|
|
$
|
7.36
|
|
|
$
|
7.86
|
|
|
$
|
7.71
|
|
|
$
|
8.00
|
|
|
$
|
7.76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income(a)
|
|
|
0.28
|
|
|
|
0.57
|
|
|
|
0.55
|
|
|
|
0.53
|
|
|
|
0.50
|
|
|
|
0.52
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
0.96
|
|
|
|
(2.32
|
)
|
|
|
(0.50
|
)
|
|
|
0.14
|
|
|
|
(0.28
|
)
|
|
|
0.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations
|
|
|
1.24
|
|
|
|
(1.75
|
)
|
|
|
0.05
|
|
|
|
0.67
|
|
|
|
0.22
|
|
|
|
0.77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.26
|
)
|
|
|
(0.58
|
)
|
|
|
(0.55
|
)
|
|
|
(0.52
|
)
|
|
|
(0.51
|
)
|
|
|
(0.53
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.26
|
)
|
|
|
(0.58
|
)
|
|
|
(0.55
|
)
|
|
|
(0.52
|
)
|
|
|
(0.51
|
)
|
|
|
(0.53
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of period/year
|
|
$
|
6.01
|
|
|
$
|
5.03
|
|
|
$
|
7.36
|
|
|
$
|
7.86
|
|
|
$
|
7.71
|
|
|
$
|
8.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return(b)
|
|
|
25.10
|
%(c)
|
|
|
(25.19
|
)%
|
|
|
0.59
|
%
|
|
|
9.01
|
%
|
|
|
2.93
|
%
|
|
|
10.38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio and Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses to average net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After reimbursement/fee waiver
|
|
|
0.90
|
%(d)
|
|
|
0.90
|
%
|
|
|
0.90
|
%
|
|
|
0.90
|
%
|
|
|
0.90
|
%
|
|
|
0.90
|
%
|
Before reimbursement/fee waiver
|
|
|
1.14
|
%(d)
|
|
|
1.37
|
%
|
|
|
1.32
|
%
|
|
|
1.19
|
%
|
|
|
1.34
|
%
|
|
|
1.43
|
%
|
Net investment income, to average net assets
|
|
|
9.81
|
%(d)
|
|
|
8.36
|
%
|
|
|
7.04
|
%
|
|
|
6.81
|
%
|
|
|
6.46
|
%
|
|
|
6.75
|
%
|
Portfolio Turnover Rate
|
|
|
26
|
%(c)
|
|
|
82
|
%
|
|
|
89
|
%
|
|
|
127
|
%
|
|
|
93
|
%
|
|
|
152
|
%
|
Net assets End of Period/Year (in thousands)
|
|
$
|
51,452
|
|
|
$
|
6,087
|
|
|
$
|
8,209
|
|
|
$
|
16,418
|
|
|
$
|
12,062
|
|
|
$
|
8,227
|
|
|
|
|
(a) |
|
Calculation based on average number of shares outstanding during
the period. |
|
(b) |
|
Total Return represents aggregate total return for each period. |
|
(c) |
|
Not annualized. |
|
(d) |
|
Annualized. |
60
For a
share outstanding throughout each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Premier High Yield Bond Fund
|
|
|
|
Institutional Class
|
|
|
|
Period Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
June 30, 2009
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
(Unaudited)
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Net Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period/year
|
|
$
|
4.97
|
|
|
$
|
7.29
|
|
|
$
|
7.79
|
|
|
$
|
7.65
|
|
|
$
|
7.95
|
|
|
$
|
7.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income(a)
|
|
|
0.27
|
|
|
|
0.57
|
|
|
|
0.57
|
|
|
|
0.55
|
|
|
|
0.52
|
|
|
|
0.54
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
0.96
|
|
|
|
(2.30
|
)
|
|
|
(0.49
|
)
|
|
|
0.13
|
|
|
|
(0.29
|
)
|
|
|
0.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations
|
|
|
1.23
|
|
|
|
(1.73
|
)
|
|
|
0.08
|
|
|
|
0.68
|
|
|
|
0.23
|
|
|
|
0.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.26
|
)
|
|
|
(0.59
|
)
|
|
|
(0.58
|
)
|
|
|
(0.54
|
)
|
|
|
(0.53
|
)
|
|
|
(0.55
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.26
|
)
|
|
|
(0.59
|
)
|
|
|
(0.58
|
)
|
|
|
(0.54
|
)
|
|
|
(0.53
|
)
|
|
|
(0.55
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of period/year
|
|
|
5.94
|
|
|
$
|
4.97
|
|
|
$
|
7.29
|
|
|
$
|
7.79
|
|
|
$
|
7.65
|
|
|
$
|
7.95
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return(b)
|
|
|
25.33
|
%(c)
|
|
|
(25.13
|
)%
|
|
|
0.86
|
%
|
|
|
9.23
|
%
|
|
|
3.08
|
%
|
|
|
10.88
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio and Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses to average net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After reimbursement/fee waiver
|
|
|
0.64
|
%(d)
|
|
|
0.65
|
%
|
|
|
0.65
|
%
|
|
|
0.64
|
%
|
|
|
0.65
|
%
|
|
|
0.63
|
%
|
Before reimbursement/fee waiver
|
|
|
0.64
|
%(d)
|
|
|
0.65
|
%
|
|
|
0.66
|
%
|
|
|
0.64
|
%
|
|
|
0.70
|
%
|
|
|
0.63
|
%
|
Net investment income, to average net assets
|
|
|
9.91
|
%(d)
|
|
|
8.77
|
%
|
|
|
7.30
|
%
|
|
|
7.09
|
%
|
|
|
6.65
|
%
|
|
|
7.06
|
%
|
Portfolio Turnover Rate
|
|
|
26
|
%(c)
|
|
|
82
|
%
|
|
|
89
|
%
|
|
|
127
|
%
|
|
|
93
|
%
|
|
|
152
|
%
|
Net assets End of Period/Year (in thousands)
|
|
$
|
35,181
|
|
|
$
|
26,582
|
|
|
$
|
48,509
|
|
|
$
|
105,597
|
|
|
$
|
97,480
|
|
|
$
|
135,161
|
|
|
|
|
(a) |
|
Calculation based on average number of shares outstanding during
the period. |
|
(b) |
|
Total Return represents aggregate total return for each period. |
|
(c) |
|
Not annualized. |
|
(d) |
|
Annualized. |
61
For a
share outstanding throughout each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Premier Cash Reserve Fund
|
|
|
|
Investor Class
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
Period Ended
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
June 30, 2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period/year
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income(a)
|
|
|
|
(b)
|
|
|
0.03
|
|
|
|
0.05
|
|
|
|
0.05
|
|
|
|
0.03
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations
|
|
|
|
(b)
|
|
|
0.03
|
|
|
|
0.05
|
|
|
|
0.05
|
|
|
|
0.03
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
(b)
|
|
|
(0.03
|
)
|
|
|
(0.05
|
)
|
|
|
(0.05
|
)
|
|
|
(0.03
|
)
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
|
(b)
|
|
|
(0.03
|
)
|
|
|
(0.05
|
)
|
|
|
(0.05
|
)
|
|
|
(0.03
|
)
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of period/year
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return(c)
|
|
|
0.22
|
%(d)
|
|
|
2.57
|
%
|
|
|
5.12
|
%
|
|
|
4.91
|
%
|
|
|
3.06
|
%
|
|
|
1.16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio and Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses to average net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After reimbursement/fee waiver
|
|
|
0.30
|
%(e)(f)
|
|
|
0.26
|
%(f)
|
|
|
0.25
|
%
|
|
|
0.25
|
%
|
|
|
0.25
|
%
|
|
|
0.25
|
%
|
Before reimbursement/fee waiver
|
|
|
0.67
|
%(e)(f)
|
|
|
0.58
|
%(f)
|
|
|
0.60
|
%
|
|
|
0.68
|
%
|
|
|
0.74
|
%
|
|
|
0.63
|
%
|
Net investment income, to average net assets
|
|
|
0.45
|
%(e)
|
|
|
2.58
|
%
|
|
|
5.01
|
%
|
|
|
4.87
|
%
|
|
|
3.02
|
%
|
|
|
1.13
|
%
|
Net assets End of Period/Year (in thousands)
|
|
$
|
52,700
|
|
|
$
|
69,585
|
|
|
$
|
89,417
|
|
|
$
|
72,834
|
|
|
$
|
39,405
|
|
|
$
|
37,038
|
|
|
|
|
(a) |
|
Calculation based on average number of shares outstanding during
the period. |
|
(b) |
|
Rounds to less than $0.01 or $(0.01) per share. |
|
(c) |
|
Total Return represents aggregate total return for each period. |
|
(d) |
|
Not annualized. |
|
(e) |
|
Annualized. |
|
(f) |
|
Includes Money Market Guarantee expense. The impact of the Money
Market Guarantee expense is 0.01% and 0.05% for 2008 and 2009,
respectively. |
62
INFORMATION
CONCERNING THE MEETING
Solicitation
of Proxies
The principal solicitation of proxies will be by mailing of this
Proxy Statement/Prospectus, but proxies may be solicited by
telephone or in person by the representatives of the Target
Board, regular employees of TFS, their affiliates, or
Computershare Fund Services, a private proxy services firm. The
estimated costs of retaining Computershare is approximately
$32,350, which will be paid by your Fund. If the Target Fund has
not received your vote as the date of the meeting approaches,
you may receive a call from these parties to ask for your vote.
Arrangements will be made with brokerage houses and other
custodians, nominees and fiduciaries to forward proxies and
proxy materials to their principals.
The cost of the meeting, including the preparation and mailing
of the notice, Proxy Statement/Prospectus and the solicitation
of proxies, including reimbursement to broker-dealers and others
who forwarded proxy materials to their clients, with respect to
the Reorganizations will be shared equally by TAM, on the one
hand, and, subject to certain limits, the Target Funds and
Destination Funds, on the other.
Revoking
Proxies
Each Target Fund shareholder signing and returning a proxy has
the power to revoke it at any time before it is exercised:
|
|
|
|
|
By filing a written notice of revocation with the Secretary of
the Target Company;
|
|
|
|
|
|
By returning a duly executed proxy bearing a later date;
|
|
|
|
|
|
By voting by telephone or over the Internet at a later date; or
|
|
|
|
|
|
By attending the meeting and voting in person at the meeting and
giving oral notice of revocation to the chairman of the meeting.
|
However, attendance in-person at the meeting, by itself, will
not revoke a previously executed and returned proxy.
If a Target Fund shareholder holds Target Fund shares through a
bank or other intermediary, the bank or intermediary should be
consulted regarding the shareholders ability to revoke
voting instructions after such instructions have been provided.
Outstanding
Shares
Only shareholders of record of each Target Fund at the close of
business on the Record Date, September 24, 2009, are
entitled to notice of and to vote at the meeting. As of the
close of business on the Record Date, the following shares of
each Target Fund were outstanding:
|
|
|
|
|
|
|
Shares Outstanding
|
|
|
|
(as of September 24, 2009)
|
|
|
Transamerica Premier High Yield Bond Fund
|
|
|
|
|
Investor Class
|
|
|
8,351,641.865
|
|
Institutional Class
|
|
|
6,184,939.526
|
|
Transamerica Premier Cash Reserve Fund
|
|
|
|
|
Investor Class
|
|
|
47,983,740.910
|
|
Other
Business
Your Target Board knows of no business to be presented for
consideration at the meeting other than Proposals 1 and 2
set forth in this Proxy Statement/Prospectus. If other business
is properly brought before the meeting, proxies will be voted in
accordance with the discretion of the persons named as proxies.
63
Adjournments
If, by the time scheduled for the meeting, a quorum of
shareholders of a Target Fund is not present, or if a quorum is
present but sufficient votes for a Proposal have not
been received, the chairperson of the meeting may adjourn the
meeting or the persons named as proxies may propose an
adjournment of the meeting to another date and time, and the
meeting may be held as adjourned as to the Target Fund or the
Proposal, as applicable, within a reasonable time after the
original meeting date without further notice. If submitted to
shareholders, any such adjournment will require the affirmative
vote of a majority of the shares present in person or
represented by proxy at the meeting (or a majority of votes cast
if a quorum is present). The persons named as proxies, at their
discretion, vote those proxies in favor of an adjournment of the
meeting. A shareholder vote may be taken on any proposal prior
to any such adjournment if sufficient votes have been received
and it is otherwise appropriate. The persons named in the
enclosed proxy may also move for an adjournment of the meeting
to permit further solicitation of proxies with respect to any of
the Proposals if they determine that adjournment and further
solicitation are reasonable and in the best interests of
shareholders.
Telephone
and Internet Voting
In addition to soliciting proxies by mail or in person, the
Target Funds have also arranged to have votes recorded by
telephone, the Internet or other electronic means by following
the enclosed instructions. The voting procedures used in
connection with such voting methods are designed to authenticate
shareholders identities, to allow shareholders to
authorize the voting of their shares in accordance with their
instructions and to confirm that their instructions have been
properly recorded. If you authorize your proxy by telephone or
Internet, please do not return your proxy card, unless you later
elect to change your vote.
Shareholders
Proposals
As a general matter, the Target Funds do not hold annual
shareholder meetings. Shareholders wishing to submit proposals
for inclusion in a proxy statement for a subsequent meeting (if
any) should send their written proposals to Dennis P. Gallagher,
Secretary, 570 Carillon Parkway, St. Petersburg, Florida 33716.
Proposals must be received a reasonable time prior to the date
of a meeting of shareholders of the applicable Fund to be
considered for inclusion in the proxy materials for the meeting.
Timely submission of a proposal does not, however, necessarily
mean that the proposal will be included. Persons named as
proxies for any subsequent shareholder meeting will vote in
their discretion with respect to proposals submitted on an
untimely basis.
OWNERSHIP
OF SHARES OF THE FUNDS
To the knowledge of each Target Fund, as of August 7, 2009,
the Directors and officers of the Target Fund owned in the
aggregate less than 1% of the outstanding shares of the Target
Fund.
To the knowledge of each Destination Fund, as of August 7,
2009, the Trustees and officers of the Destination Fund owned in
the aggregate less than 1% of the outstanding shares of the
Destination Fund.
64
To the knowledge of each Target Fund, as of August 7, 2009,
the following persons owned of record or beneficially 5% or more
of the outstanding shares of the indicated classes of the Target
Fund.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficially
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Percent of
|
|
|
or of
|
|
Fund
|
|
Share Class
|
|
|
Name and Address
|
|
Shares
|
|
|
Class
|
|
|
Record?
|
|
|
Transamerica Premier High Yield Bond Fund
|
|
|
Investor
|
|
|
National Financial Services
1 World Financial Ctr.
200 Liberty St., 5th Fl.
New York, NY 10281-5503
|
|
|
7,517,371
|
|
|
|
75.31
|
%
|
|
|
Beneficially
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ameritrade Inc For The
Exclusive Benefit Of Our Customers
P.O. Box 2226
Omaha, NE 68103-2226
|
|
|
550,404
|
|
|
|
5.51
|
%
|
|
|
Beneficially
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Schwab & Co. Inc.
Mutual Funds Dept.
101 Montgomery St.
San Francisco, CA 94104-4151
|
|
|
533,894
|
|
|
|
5.35
|
%
|
|
|
Beneficially
|
|
To the knowledge of each Destination Fund, as of August 7,
2009, the following persons owned of record or beneficially 5%
or more of the outstanding shares of the indicated classes of
the Destination Fund.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficially
|
|
|
|
|
|
|
Number of
|
|
|
Percent of
|
|
|
or of
|
Fund
|
|
Share Class
|
|
Name and Address
|
|
Shares
|
|
|
Class
|
|
|
Record?
|
|
Transamerica Money Market
|
|
C
|
|
Citigroup Global Markets Inc.
House Account
Attn: Peter Booth
333 W 34th St., Fl. 7
New York, NY
10001-2402
|
|
|
4,427,054
|
|
|
|
7.82
|
%
|
|
Beneficially
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frontier Trust Company FBO
Bills Volume Sales 401(k) Plan 14
P.O. Box 10758
Fargo, ND
58106-0758
|
|
|
3,418,548
|
|
|
|
6.04
|
%
|
|
Beneficially
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I
|
|
Transamerica Multi-Manager
Alternative Strategies Portfolio Investment Account
Attn: Fund Admin. Mailstop 305E
570 Carillon Pkwy
St Petersburg, FL
33716-1294
|
|
|
10,024,679
|
|
|
|
27.11
|
%
|
|
Beneficially
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Asset Allocation Moderate Growth
Portfolio
Investment Account
Attn: Fund Admin Mailstop 515E610
570 Carillon Pkwy
St Petersburg, FL
33716-1294
|
|
|
7,463,470
|
|
|
|
20.18
|
%
|
|
Beneficially
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Asset Allocation Conservative
Portfolio
Investment Account
Attn: Fund Admin Mailstop 305E
570 Carillon Pkwy
St Petersburg, FL
33716-1294
|
|
|
5,993,118
|
|
|
|
16.21
|
%
|
|
Beneficially
|
65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficially
|
|
|
|
|
|
|
Number of
|
|
|
Percent of
|
|
|
or of
|
Fund
|
|
Share Class
|
|
Name and Address
|
|
Shares
|
|
|
Class
|
|
|
Record?
|
|
|
|
|
|
Transamerica Asset Allocation Moderate Portfolio
Investment Account
Attn: Fund Admin Mailstop 305E
570 Carillon Pkwy
St Petersburg, FL
33716-1294
|
|
|
5,310,772
|
|
|
|
14.36
|
%
|
|
Beneficially
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Asset Allocation Growth Portfolio
Investment Account
Attn: Fund Admin Mailstop 305E
570 Carillon Pkwy
St Petersburg, FL
33716-1294
|
|
|
4,551,512
|
|
|
|
12.31
|
%
|
|
Beneficially
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Universal Life Insurance Company Omnibus Money Market Account
P.O. Box 2145
San Juan, PR
00922-2145
|
|
|
3,375,533
|
|
|
|
9.13
|
%
|
|
Beneficially
|
Class P shares of each Destination Fund are newly offered.
Therefore, no Class P shares were outstanding as of the
date of this Proxy Statement/Prospectus.
EXPERTS
Target
Funds
The financial statements and financial highlights of each Target
Fund for the past five fiscal years are incorporated by
reference into this Proxy Statement/Prospectus. The financial
statements and financial highlights of each Target Fund for its
most recent fiscal year end December 31, 2008 have been
audited by Ernst & Young LLP, independent registered
public accounting firm, as set forth in their report thereon
incorporated by reference into this Proxy Statement/Prospectus.
Such financial statements and financial highlights are
incorporated by reference herein in reliance upon such report
given on the authority of such firm as experts in accounting and
auditing.
Destination
Funds
The financial statements and financial highlights of each
Destination Fund for the past five fiscal years or since
inception of the Destination Fund and any semi-annual period, as
applicable, are incorporated by reference into this Proxy
Statement/Prospectus. The financial statements and financial
highlights of each Destination Fund for its most recent fiscal
year end October 31, 2008 have been audited by
PricewaterhouseCoopers LLP, independent registered certified
public accounting firm, as set forth in their report thereon
incorporated by reference into this Proxy Statement/Prospectus.
Such financial statements and financial highlights are
incorporated by reference herein in reliance upon such report
given on the authority of such firm as experts in accounting and
auditing.
AVAILABLE
INFORMATION
You can obtain more free information about each Fund from your
investment firm or by writing to your Fund at 570 Carillon
Parkway, St. Petersburg, Florida 33716. You may also call
1-888-233-4339.
Each Funds statement of additional information and
shareholder reports are available free of charge on the
Funds website at www.transamericafunds.com (select
Transamerica Premier Funds for the Target Funds and
Transamerica Funds for the Destination Funds).
66
Shareholder reports. Annual and semi-annual
reports to shareholders, and quarterly reports filed with the
SEC, provide information about each Funds investments. An
annual report discusses market conditions and investment
strategies that significantly affected each Funds
performance during its last fiscal year.
Each Fund is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and the 1940 Act
and files reports, proxy statements and other information with
the SEC. These reports, proxy statements and other information
filed by the Funds and their predecessors can be inspected and
copied (for a duplication fee) at the public reference
facilities of the SEC at 100 F Street, N.E.,
Washington, DC 20549. Copies of these materials can also be
obtained by mail from the Public Reference Branch, Office of
Consumer Affairs and Information Services, Securities and
Exchange Commission, Washington, DC 20549, at prescribed rates.
In addition, copies of these documents may be viewed on-screen
or downloaded from the SECs Internet site at www.sec.gov.
TO ENSURE THE PRESENCE OF A QUORUM AT THE MEETING, PLEASE
PROMPTLY EXECUTE AND RETURN THE ENCLOSED PROXY CARD. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE.
By Order of the Board of Directors,
/s/ Dennis
P. Gallagher
Dennis P. Gallagher, Esq., Secretary
Transamerica Investors, Inc.
St. Petersburg, Florida
October 6, 2009
67
EXHIBIT A
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION
(Agreement) is made as of this
[ ] day of
[ ],
2009, by and among Transamerica Funds, a Delaware statutory
trust (the Acquiring Entity), with its principal
place of business at 570 Carillon Parkway, St. Petersburg,
Florida 33716, on behalf of each of its series listed on
Exhibit A attached hereto (each, an Acquiring
Fund), and Transamerica Investors, Inc., a Maryland
corporation (the Acquired Entity), with its
principal place of business at 570 Carillon Parkway, St.
Petersburg, Florida 33716, on behalf of each of its series
listed on Exhibit A attached hereto (each, an
Acquired Fund), and, solely for purposes of
paragraph 10.2 hereof, Transamerica Asset Management, Inc.
(TAM).
WHEREAS, each Acquired Fund and Acquiring Fund is a series of an
open-end management investment company registered pursuant to
the Investment Company Act of 1940, as amended (the 1940
Act);
WHEREAS, it is intended that, for United States federal income
tax purposes (i) each transaction contemplated by this
Agreement constitute a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of
1986, as amended (the Code), and (ii) this
Agreement constitute a plan of reorganization within the meaning
of Section 368 of the Code and Treasury Regulations
Section 1.368-2(g);
WHEREAS, each reorganization of an Acquired Fund listed on
Exhibit A will consist of (1) the sale,
assignment, conveyance, transfer and delivery of all of the
property and assets of the Acquired Fund to the corresponding
Acquiring Fund listed on Exhibit A (as to each
Acquired Fund, the corresponding Acquiring Fund) in
exchange solely for (a) shares of the classes of shares of
beneficial interest of that Acquiring Fund (the Acquiring
Fund Shares) corresponding to the classes of
outstanding shares of the Acquired Fund (the Acquired
Fund Shares), as described herein, and (b) the
assumption by the Acquiring Fund of all liabilities of the
Acquired Fund, and (2) the subsequent distribution of the
Acquiring Fund Shares (which shall then constitute all of
the assets of the Acquired Fund) to the shareholders of the
Acquired Fund in complete redemption of the Acquired
Fund Shares and the liquidation of the Acquired Fund, as
provided herein (each, a Reorganization), all upon
the terms and conditions hereinafter set forth in this Agreement;
WHEREAS, the Board of Trustees of the Acquiring Entity (the
Acquiring Entity Board) has determined, with respect
to each Acquiring Fund listed on Exhibit A, that the
sale, assignment, conveyance, transfer and delivery of all of
the property and assets of the corresponding Acquired Fund
listed on Exhibit A (as to each Acquiring Fund, the
corresponding Acquired Fund) for Acquiring
Fund Shares and the assumption of all liabilities of that
Acquired Fund by the Acquiring Fund is in the best interests of
the Acquiring Fund and its shareholders and that the interests
of the existing shareholders of the Acquiring Fund will not be
diluted as a result of this transaction; and
WHEREAS, the Board of Directors of the Acquired Entity (the
Acquired Entity Board) has determined, with respect
to each Acquired Fund, that the sale, assignment, conveyance,
transfer and delivery of all of the property and assets of the
Acquired Fund for Acquiring Fund Shares and the assumption
of all liabilities of the Acquired Fund by the corresponding
Acquiring Fund is in the best interests of the Acquired Fund and
its shareholders and that the interests of the existing
shareholders of the Acquired Fund will not be diluted as a
result of this transaction;
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements hereinafter set forth, the parties
hereto covenant and agree as follows:
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1. |
TRANSFER OF ASSETS OF EACH ACQUIRED FUND TO THE
CORRESPONDING ACQUIRING FUND IN EXCHANGE FOR ACQUIRING
FUND SHARES IN SUCH ACQUIRING FUND, ASSUMPTION OF ALL
LIABILITIES OF THAT ACQUIRED FUND AND LIQUIDATION OF THAT
ACQUIRED FUND
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1.1 Subject to requisite approvals and the other terms and
conditions herein set forth and on the basis of the
representations and warranties contained herein, the Acquired
Entity, on behalf of each Acquired Fund listed on
Exhibit A, agrees to sell, assign, convey, transfer
and deliver all of its property and assets attributable to that
Acquired Fund, as set forth in paragraph 1.2, to the
corresponding Acquiring Fund, and the Acquiring Entity, on
behalf of that Acquiring Fund, agrees in exchange therefor:
(a) to deliver to the corresponding Acquired Fund the
number of full and fractional shares of each class of Acquiring
Fund Shares of that Acquiring Fund corresponding to
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each class of Acquired Fund Shares of the corresponding
Acquired Fund as of the time and date set forth in
paragraph 3.1, determined by dividing the value of the
Acquired Entitys net assets with respect to each class of
Acquired Fund Shares of the corresponding Acquired Fund
(computed in the manner and as of the time and date set forth in
paragraph 2.1) by the net asset value of one share of the
corresponding class of Acquiring Fund Shares of that
Acquiring Fund (computed in the manner and as of the time and
date set forth in paragraph 2.2); and (b) to assume
all liabilities of the corresponding Acquired Fund as set forth
in paragraph 1.2. Such transactions shall take place on a
closing date as provided for in paragraph 3.1 (the
Closing Date). Exhibit A attached hereto
shows each Acquiring Fund and its classes of shares and the
corresponding Acquired Fund and its classes of shares. For
purposes of this Agreement, each class of shares of each
Acquired Fund as set forth on Exhibit A corresponds
to the class of shares of the corresponding Acquiring Fund as
set forth on such Exhibit, the term Acquiring
Fund Shares should be read to include each such class
of shares of such Acquiring Fund, and the term Acquired
Fund Shares should be read to include each such class
of shares of such Acquired Fund.
1.2 The property and assets of the Acquired Entity
attributable to each Acquired Fund to be sold, assigned,
conveyed, transferred and delivered to and acquired by the
Acquiring Entity, on behalf of the corresponding Acquiring Fund,
shall consist of all assets and property of every kind and
nature of the Acquired Fund, including, without limitation, all
rights, receivables (including dividend, interest and other
receivables), cash, cash equivalents, claims (whether absolute
or contingent, known or unknown), securities, commodities and
futures interests, good will and other intangible property, any
deferred or prepaid expenses and all interests, rights,
privileges and powers, the Acquired Fund owns at the Valuation
Date (as defined in paragraph 2.1) (collectively,
Assets). The Acquiring Entity, on behalf of each
Acquiring Fund, shall assume all of the liabilities and
obligations of the corresponding Acquired Fund, including,
without limitation, all indemnification obligations of such
Acquired Fund with respect to the current and former members of
the Acquired Entity Board and officers of the Acquired Entity,
whether accrued or contingent, known or unknown, existing at the
Valuation Date (collectively, Liabilities). Each
Acquired Fund will promptly assign, convey, transfer and deliver
to the Acquiring Entity, on behalf of the corresponding
Acquiring Fund, any rights, stock dividends, cash dividends or
other securities received by the Acquired Fund after the Closing
Date as stock dividends, cash dividends or other distributions
on or with respect to the property and assets transferred, which
rights, stock dividends, cash dividends and other securities
shall be deemed included in the property and assets transferred
to the Acquiring Entity, on behalf of the corresponding
Acquiring Fund, at the Closing Date and shall not be separately
valued, in which case any such distribution that remains unpaid
as of the Closing Date shall be included in the determination of
the value of the assets of the Acquired Fund acquired by the
Acquiring Entity on behalf of the corresponding Acquiring Fund.
1.3 Immediately following the actions contemplated by
paragraph 1.1, the Acquired Entity shall take such actions
as may be necessary or appropriate to complete the liquidation
of each Acquired Fund. To complete the liquidation, the Acquired
Entity, on behalf of each Acquired Fund, shall
(a) distribute to the shareholders of record with respect
to each class of the applicable Acquired Fund Shares of
each Acquired Fund as of the Closing Date (Acquired
Fund Shareholders), on a pro rata basis, the
Acquiring Fund Shares of the corresponding class of the
corresponding Acquiring Fund received by the Acquired Entity, on
behalf of that Acquired Fund, pursuant to paragraph 1.1, in
complete redemption of such Acquired Fund Shares, and (b)
terminate the Acquired Fund in accordance with applicable state
law. Such distribution and redemption shall be accomplished,
with respect to each class of Acquired Fund Shares, by the
transfer of the corresponding class of Acquiring
Fund Shares then credited to the account of the Acquired
Fund on the books of the corresponding Acquiring Fund to open
accounts on the share records of the Acquiring Fund in the names
of the Acquired Fund Shareholders. The aggregate net asset
value of each class of Acquiring Fund Shares to be so
credited to each of the corresponding Acquired
Fund Shareholders holding Acquired Fund Shares of the
corresponding class shall be equal to the aggregate net asset
value of the Acquired Fund Shares of that class owned by
those Acquired Fund Shareholders on the Closing Date. All
issued Acquired Fund Shares will be canceled on the books
of the Acquired Fund. The Acquiring Fund shall not issue
certificates representing any class of Acquiring
Fund Shares in connection with such exchange.
1.4 Ownership of Acquiring Fund Shares will be shown
on the books of the Acquiring Fund as maintained by the
Acquiring Funds transfer agent.
1.5 Any reporting responsibility of an Acquired Fund,
including, but not limited to, the responsibility for filing
regulatory reports, tax returns, or other documents with the
Securities and Exchange Commission
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(Commission), any state securities commission, and
any federal, state or local tax authorities or any other
relevant regulatory authority, is and shall remain the
responsibility of the Acquired Entity, on behalf of such
Acquired Fund. The Acquiring Entity shall fully cooperate to the
extent necessary or desirable for these responsibilities to be
discharged.
2.1 The value of the Assets and the amount of the
Liabilities of each Acquired Fund, and the amounts thereof
attributable to each class of shares of that Acquired Fund,
shall be determined as of the time for calculation of its net
asset value as set forth in the then-current prospectus for the
Acquired Fund, and after the declaration of any dividends by the
Acquired Fund, on the applicable Closing Date (such time and
date being hereinafter called the Valuation Date),
computed using the valuation procedures established by the
Acquired Entity Board and the Acquiring Entity Board. All
computations of value and amounts shall be subject to
confirmation by the independent registered public accounting
firm for the applicable Acquired Fund.
2.2 The net asset value per share of each class of the
Acquiring Fund Shares of each Acquiring Fund shall be
determined as of the time for calculation of the applicable
Acquiring Funds net asset value as set forth in the
then-current prospectus for the Acquiring Fund on the Valuation
Date, computed using the valuation procedures established by the
Acquiring Entity Board. All computations of value and amounts
shall be made by the independent registered public accounting
for the Acquiring Fund.
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3.
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CLOSING
AND CLOSING DATE
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3.1 Subject to the terms and conditions set forth herein,
the Closing Date shall be [November 20], 2009, or such other
date as the parties may agree. All acts taking place at the
closing of the transactions provided for in this Agreement
(Closing) shall be deemed to take place
simultaneously as of the close of business on the
Closing Date unless otherwise agreed to by the parties. The
close of business on the Closing Date shall be as of
4:00 p.m., Eastern Time, or, as to any Reorganization, such
later time on that date as the applicable Acquired Funds
net asset value
and/or the
net asset value per share of the class of shares of the
corresponding Acquiring Fund is calculated in accordance with
Article 2 and after the declaration of any dividends. The
Closing shall be held at the offices of TAM, 570 Carillon
Parkway, St. Petersburg, Florida 33716, or at such other time
and/or place
as the parties may agree.
3.2 At the Closing of each Reorganization, the Acquired
Entity shall direct State Street Bank and Trust Company
(the Custodian) to transfer ownership of the Assets
from the accounts of the applicable Acquired Fund that the
Custodian maintains as custodian for the Acquired Fund to the
accounts of the corresponding Acquiring Fund that the Custodian
maintains as custodian for the Acquiring Fund. The Acquired
Entity shall, within one business day after the Closing for each
Reorganization, deliver to the applicable Acquiring Entity a
certificate of an authorized officer stating that (i) the
Assets of the corresponding Acquired Fund have been so
transferred as of the Closing Date, and (ii) all necessary
taxes in connection with the delivery of the Assets of that
Acquired Fund, including all applicable federal and state stock
transfer stamps, if any, have been paid or provision for payment
has been made.
3.3 The Acquired Entity shall direct Transamerica
Fund Services, Inc., in its capacity as transfer agent for
each Acquired Fund (Transfer Agent), to deliver to
the Acquiring Entity, within one business day after the Closing
of each Reorganization, a certificate of an authorized officer
stating that its records contain the name and address of each
Acquired Fund Shareholder of the applicable Acquired Fund
and the class, number and percentage ownership of the
outstanding Acquired Fund Shares owned by each such
shareholder immediately prior to the Closing. At the Closing of
each Reorganization, the applicable Acquiring Fund shall deliver
to the Secretary of the corresponding Acquired Fund a
confirmation evidencing that (a) the appropriate number of
Acquiring Fund Shares of the appropriate class or classes
have been credited to the Acquired Funds account on the
books of such Acquiring Fund pursuant to paragraph 1.1
prior to the actions contemplated by paragraph 1.3 and
(b) the appropriate number of Acquiring Fund Shares of
the appropriate class or classes have been credited to the
accounts of the Acquired Fund Shareholders on the books of
such Acquiring Fund pursuant to paragraph 1.3. At the
applicable Closing, each
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party shall deliver to the other party such bills of sale,
checks, assignments, share certificates, if any, receipts or
other documents as the other party or its counsel may reasonably
request.
3.4 In the event that on the Valuation Date (a) the
New York Stock Exchange or another primary trading market for
portfolio securities of an Acquiring Fund or an Acquired Fund
(each, an Exchange) shall be closed to trading or
trading thereupon shall be restricted, or (b) trading or
the reporting of trading on such Exchange or elsewhere shall be
disrupted so that accurate appraisal of the value of the net
assets of such Acquired Fund or such Acquiring Fund is
impracticable (in the judgment of the Acquiring Entity Board
with respect to such Acquiring Fund and the Acquired Entity
Board with respect to such Acquired Fund), the Closing Date for
the applicable Reorganization shall be postponed until the first
Friday (that is also a business day) after the day when trading
shall have been fully resumed and reporting shall have been
restored.
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4.
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REPRESENTATIONS
AND WARRANTIES
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4.1 Except as has been fully disclosed to the Acquiring
Entity in Schedule 4.1 of this Agreement, the
Acquired Entity, on behalf of each Acquired Fund, represents and
warrants to the Acquiring Entity and the corresponding Acquiring
Fund as follows:
(a) Such Acquired Fund is duly established as a series of
the Acquired Entity, which is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Maryland, with power under its charter, as amended (the
Acquired Entity Charter), to own all of its assets
and to carry on its business as it is being conducted as of the
date hereof. The Acquired Entity is duly qualified to do
business as a foreign corporation in each jurisdiction in which
the conduct of its business makes such qualification necessary
except where the failure to so qualify would not have a material
adverse effect on the condition (financial or otherwise),
business, properties, net assets or results of operations of the
Acquired Entity. The Acquired Entity has all necessary federal,
state and local authorization to carry on its business as now
being conducted and to fulfill the terms of this Agreement,
except as set forth in paragraph 4.1(c).
(b) The Acquired Entity is a registered open-end management
investment company, and its registration with the Commission as
an investment company under the 1940 Act, and the registration
of each class of Acquired Fund Shares under the Securities
Act of 1933, as amended (the 1933 Act), is in
full force and effect.
(c) No consent, approval, authorization, or order of any
court or governmental authority is required for the consummation
by the Acquired Fund of the transactions contemplated herein,
except such as may be required under the 1933 Act, the
Securities Exchange Act of 1934 (the 1934 Act),
the 1940 Act, state securities laws and the
Hart-Scott-Rodino
Act.
(d) The current prospectus and statement of additional
information of such Acquired Fund (true and correct copies of
which have been delivered to the Acquiring Entity) and each
prospectus and statement of additional information of the
Acquired Fund used during the three (3) years prior to the
date of this Agreement conforms or conformed at the time of its
use in all material respects to the applicable requirements of
the 1933 Act and the 1940 Act and the rules and regulations
of the Commission thereunder and does not or did not at the time
of its use include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not materially
misleading.
(e) On the Closing Date, the Acquired Entity, on behalf of
such Acquired Fund, will have good and marketable title to such
Acquired Funds Assets and full right, power and authority
to sell, assign, convey, transfer and deliver such Assets
hereunder free of any liens or other encumbrances, and upon
delivery and payment for the Assets, the Acquiring Entity, on
behalf of the corresponding Acquiring Fund, will acquire good
and marketable title thereto, subject to no restrictions on the
full transfer thereof, excluding such restrictions as might
arise under the 1933 Act.
(f) The Acquired Fund is not engaged currently, and the
execution, delivery and performance of this Agreement by the
Acquired Entity, on behalf of such Acquired Fund, will not
result, in a material violation of Maryland law or of the
Acquired Entity Charter or the bylaws of the Acquired Entity, or
of any agreement,
A-4
indenture, instrument, contract, lease or other undertaking to
which the Acquired Entity, on behalf of such Acquired Fund, is a
party or by which it is bound, and the execution, delivery and
performance of this Agreement by the Acquired Entity, on behalf
of such Acquired Fund, will not result in the acceleration of
any material obligation, or the imposition of any material
penalty, under any agreement, indenture, instrument, contract,
lease, judgment or decree to which the Acquired Entity, on
behalf of such Acquired Fund, is a party or by which it is bound.
(g) All material contracts or other commitments of such
Acquired Fund (other than this Agreement, certain investment
contracts, including options, futures, swaps and forward
contracts, the indemnification agreements of the current and
former members of the Acquired Entity Board, and those contracts
listed in Schedule 4.1) will terminate without
liability to such Acquired Fund on or prior to the Closing Date.
Each contract listed in Schedule 4.1 is a valid,
binding and enforceable obligation of such Acquired Fund and, to
the Acquired Funds knowledge, the other parties thereto
(assuming due authorization, execution and delivery by the other
parties thereto) and the assignment by such Acquired Fund to the
corresponding Acquiring Fund of each such contract will not
result in the termination of such contract, any breach or
default thereunder by such Acquired Fund or the imposition of
any penalty thereunder.
(h) No litigation or administrative proceeding or
investigation of or before any court or governmental body is
pending or, to the Acquired Entitys knowledge, threatened
against the Acquired Entity, with respect to such Acquired Fund
or any of its properties or assets, that, if adversely
determined, would materially and adversely affect its financial
condition or the conduct of such Acquired Funds business.
The Acquired Entity, on behalf of such Acquired Fund, is not a
party to or subject to the provisions of any order, decree or
judgment of any court or governmental body that materially and
adversely affects such Acquired Funds business or the
Acquired Entitys ability to consummate the transactions
herein contemplated on behalf of such Acquired Fund.
(i) The Statement of Assets and Liabilities, Statements of
Operations and Changes in Net Assets and Schedule of Investments
of such Acquired Fund as at the last day of and for the most
recently completed fiscal year of such Acquired Fund prior to
the date of this Agreement have been audited by
Ernst & Young LLP, independent registered public
accounting firm, and are in accordance with accounting
principles generally accepted in the United States of America
(GAAP) consistently applied, and such statements
(true and correct copies of which have been furnished to the
Acquiring Entity) present fairly, in all material respects, the
financial condition of such Acquired Fund as of such date and
for such period in accordance with GAAP, and there are no known
contingent, accrued or other liabilities of such Acquired Fund
required to be reflected on a balance sheet (including the notes
thereto) in accordance with GAAP as of such date that are not
disclosed therein.
(j) Since the last day of the most recently completed
fiscal year of such Acquired Fund prior to the date of this
Agreement, there has not been any material adverse change in
such Acquired Funds financial condition, assets,
liabilities or business, or any incurrence by the Acquired Fund
of indebtedness for money borrowed maturing more than one year
from the date such indebtedness was incurred. For the purposes
of this subparagraph (j), a decline in net asset value per share
of Acquired Fund Shares due to declines in market values of
securities held by such Acquired Fund, the discharge of Acquired
Fund liabilities, or the redemption of Acquired Fund Shares
by shareholders of such Acquired Fund shall not constitute a
material adverse change.
(k) All federal and other tax returns, dividend reporting
forms and other tax-related reports of such Acquired Fund
required by law to have been filed (taking into account any
extensions) shall have been timely filed (taking such extensions
into account) and shall be correct in all material respects, and
all federal and other taxes shown as due or required to be shown
as due from the Acquired Fund on such tax returns, forms and
reports shall have been paid or provision shall have been made
for the payment thereof and, to the best of the Acquired
Entitys knowledge, no such return is currently under audit
and no outstanding assessment of any tax has been asserted with
respect to such returns.
(l) Such Acquired Fund is a separate series of the Acquired
Entity that is treated as a corporation separate from any and
all other series of the Acquired Entity under
Section 851(g) of the Code. For each taxable year of
A-5
its operation (including the current taxable year, assuming such
year ends on the Closing Date), such Acquired Fund has met (or
will meet) the requirements of Subchapter M of Chapter 1 of
the Code for qualification and treatment as a regulated
investment company, has elected to be treated as such, and
has been (or will be) eligible to compute and has computed (or
will compute) its federal income tax under Section 852 of
the Code. For each taxable year of its operation (including the
current taxable year, assuming such year ends on the Closing
Date), such Acquired Fund will have distributed, on or before
the Closing Date, substantially all of (a) its investment
company taxable income (as defined in the Code) (computed
without regard to any deduction for dividends paid),
(b) the excess of its interest income excludable from gross
income under Section 103(a) of the Code, if any, over its
deductions disallowed under Section 265 and
Section 171(a)(2) of the Code, and (c) any net capital
gain (as defined in the Code) (after reduction for any allowable
capital loss carryover) that has accrued or been recognized,
respectively, through the Closing Date such that for all tax
periods ending on or before the Closing Date (and treating the
current taxable year as ending on the Closing Date) such
Acquired Fund will not have any unpaid tax liability under
Section 852 of the Code. For each calendar year of its
operation (including the calendar year that includes the Closing
Date), such Acquired Fund will have made such distributions, on
or before the Closing Date, as are necessary so that for all
calendar years ending on or before the Closing Date, and for the
calendar year that includes the Closing Date, such Acquired Fund
will not have any unpaid tax liability under Section 4982
of the Code.
(m) All issued and outstanding Acquired Fund Shares of
such Acquired Fund are, and on the Closing Date will be, duly
authorized and validly and legally issued and outstanding, fully
paid and non-assessable by the Acquired Entity and have been
offered and sold in any state, territory or the District of
Columbia in compliance in all material respects with applicable
registration requirements of all applicable federal and state
securities laws. All of the issued and outstanding Acquired
Fund Shares of such Acquired Fund will, at the time of
Closing, be held by the persons and in the amounts set forth in
the records of the Transfer Agent, on behalf of such Acquired
Fund, as provided in paragraph 3.3. Such Acquired Fund does
not have outstanding any options, warrants or other rights to
subscribe for or purchase any of the Acquired Fund Shares
of such Acquired Fund, nor is there outstanding any security
convertible into any of the Acquired Fund Shares of such
Acquired Fund.
(n) The execution, delivery and performance of this
Agreement, and the transactions contemplated herein, have been
duly authorized by all necessary action on the part of the
Acquired Entity Board, on behalf of such Acquired Fund, and this
Agreement constitutes a valid and binding obligation of the
Acquired Entity, on behalf of such Acquired Fund, enforceable in
accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors rights and to
general equity principles.
(o) The information to be furnished by the Acquired Entity,
on behalf of such Acquired Fund, for use in any documents filed
or to be filed with any federal, state or local regulatory
authority, which may be necessary in connection with the
transactions contemplated hereby, shall be accurate and complete
in all material respects and shall comply in all material
respects with federal securities and other laws and regulations
thereunder applicable thereto.
(p) The Registration Statement (as defined in
paragraph 5.9), insofar as it relates to such Acquired
Fund, from the effective date of the Registration Statement
through the date of the meeting of shareholders of the Acquired
Fund contemplated herein and on the Closing Date, will
(i) not contain any statement which, at the time and in the
light of the circumstances under which it is made, is false or
misleading with respect to any material fact, or which omits to
state any material fact necessary in order to make the
statements therein not false or misleading (provided that this
representation and warranty shall not apply to statements in or
omissions from the Registration Statement made in reliance upon
and in conformity with information that was furnished by the
Acquiring Entity, on behalf of the corresponding Acquiring Fund,
for use therein), and (ii) comply in all material respects
with the provisions of the 1934 Act and the 1940 Act and
the rules and regulations thereunder.
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4.2 Except as has been fully disclosed to the Acquired
Entity in Schedule 4.2 to this Agreement, the
Acquiring Entity, on behalf of each Acquiring Fund, represents
and warrants to the Acquired Entity and the corresponding
Acquired Fund as follows:
(a) Such Acquiring Fund is duly established as a series of
the Acquiring Entity, which is a statutory trust duly organized,
validly existing and in good standing under the laws of the
State of Delaware, with the power under the Acquiring
Entitys Declaration of Trust, as amended (the
Acquiring Entity Charter), to own all of the assets
of such Acquiring Fund and to carry on its business as it is
being conducted as of the date hereof. The Acquiring Entity is
duly qualified to do business as a foreign trust in each
jurisdiction in which the conduct of its business makes such
qualification necessary except where the failure to so qualify
would not have a material adverse effect on the condition
(financial or otherwise), business, properties, net assets or
results of operations of the Acquiring Entity. The Acquiring
Entity has all necessary federal, state and local authorization
to carry on its business as now being conducted and to fulfill
the terms of this Agreement except as described in
paragraph 4.2(c).
(b) The Acquiring Entity is a registered open-end
management investment company, and its registration with the
Commission as an investment company under the 1940 Act, and the
registration of each class of Acquiring Fund Shares under
the 1933 Act, is in full force and effect or will be in
full force and effect as of the Closing Date.
(c) No consent, approval, authorization, or order of any
court or governmental authority is required for the consummation
by the Acquiring Fund of the transactions contemplated herein,
except such as may be required under the 1933 Act, the
1934 Act, the 1940 Act, state securities laws and the
Hart-Scott-Rodino
Act.
(d) The current prospectus and statement of additional
information of such Acquiring Fund (true and correct copies of
which have been delivered to the Acquired Entity) and each
prospectus and statement of additional information of such
Acquiring Fund used during the three (3) years prior to the
date of this Agreement conforms or conformed at the time of its
use in all material respects to the applicable requirements of
the 1933 Act and the 1940 Act and the rules and regulations
of the Commission thereunder and does not or did not at the time
of its use include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not materially
misleading.
(e) Such Acquiring Fund is not engaged currently, and the
execution, delivery and performance of this Agreement by the
Acquiring Entity, on behalf of such Acquiring Fund, will not
result, in a material violation of Delaware law or the Acquiring
Entity Charter or the bylaws of the Acquiring Entity, or of any
agreement, indenture, instrument, contract, lease or other
undertaking to which the Acquiring Entity, on behalf of such
Acquiring Fund, is a party or by which it is bound, and the
execution, delivery and performance of this Agreement by the
Acquiring Entity, on behalf of such Acquiring Fund, will not
result in the acceleration of any material obligation, or the
imposition of any material penalty, under any agreement,
indenture, instrument, contract, lease, judgment or decree to
which the Acquiring Entity, on behalf of such Acquiring Fund, is
a party or by which it is bound.
(f) No litigation or administrative proceeding or
investigation of or before any court or governmental body is
pending or, to the Acquiring Entitys knowledge, threatened
against the Acquiring Entity, with respect to such Acquiring
Fund, or any of its properties or assets, that, if adversely
determined, would materially and adversely affect its financial
condition or the conduct of such Acquiring Funds business.
The Acquiring Entity, on behalf of such Acquiring Fund, is not a
party to or subject to the provisions of any order, decree or
judgment of any court or governmental body that materially and
adversely affects such Acquiring Funds business or the
Acquiring Entitys ability to consummate the transactions
herein contemplated on behalf of such Acquiring Fund.
(g) The Statement of Assets and Liabilities, Statements of
Operations and Changes in Net Assets and Schedule of Investments
of such Acquiring Fund as at the last day of and for the most
recently completed fiscal year of such Acquiring Fund prior to
the date of this Agreement have been audited by
PricewaterhouseCoopers LLP, independent registered certified
public accounting firm, and are in accordance with GAAP
consistently
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applied, and such statements (true and correct copies of which
have been furnished to the Acquired Entity) present fairly, in
all material respects, the financial condition of such Acquiring
Fund as of such date and for such period in accordance with
GAAP, and there are no known contingent, accrued or other
liabilities of such Acquiring Fund required to be reflected on a
balance sheet (including the notes thereto) in accordance with
GAAP as of such date that are not disclosed therein.
(h) Since the last day of the most recently completed
fiscal year of such Acquiring Fund prior to the date of this
Agreement, there has not been any material adverse change in
such Acquiring Funds financial condition, assets,
liabilities or business, or any incurrence by such Acquiring
Fund of indebtedness for money borrowed maturing more than one
year from the date such indebtedness was incurred. For the
purposes of this subparagraph (h), a decline in net asset value
per share of Acquiring Fund Shares due to declines in
market values of securities held by such Acquiring Fund, the
discharge of Acquiring Fund liabilities, or the redemption of
Acquiring Fund Shares by shareholders of such Acquiring
Fund shall not constitute a material adverse change.
(i) All federal and other tax returns, dividend reporting
forms and other tax-related reports of such Acquiring Fund
required by law to have been filed (taking into account any
extensions) shall have been timely filed (taking such extensions
into account) and shall be correct in all material respects, and
all federal and other taxes shown as due or required to be shown
as due from the Acquiring Fund on such tax returns, forms and
reports shall have been paid or provision shall have been made
for the payment thereof and, to the best of the Acquiring
Entitys knowledge, no such return is currently under audit
and no outstanding assessment of any tax has been asserted with
respect to such returns.
(j) Such Acquiring Fund is a separate series of the
Acquiring Entity that is treated as a corporation separate from
any and all other series of the Acquiring Entity under
Section 851(g) of the Code. For each taxable year of its
operation (including the taxable year that includes the Closing
Date), such Acquiring Fund has met (or will meet) the
requirements of Subchapter M of Chapter 1 of the Code for
qualification and treatment as a regulated investment
company, has elected to be treated as such, and has been
(or will be) eligible to compute and has computed (or will
compute) its federal income tax under Section 852 of the
Code. For each taxable year of its operation ending prior to the
Closing Date, such Acquiring Fund will have distributed (or will
distribute pursuant to the provisions of Section 855 of the
Code) substantially all of (a) its investment company
taxable income (as defined in the Code) (computed without regard
to any deduction for dividends paid), (b) the excess of its
interest income excludable from gross income under
Section 103(a) of the Code, if any, over its deductions
disallowed under Section 265 and Section 171(a)(2) of
the Code, and (c) any net capital gain (as defined in the
Code) (after reduction for any capital loss carryover) such that
for all tax periods ending prior to the Closing Date such
Acquiring Fund will not have any unpaid tax liability under
Section 852 of the Code. For each calendar year of its
operation ending prior to the Closing Date, such Acquiring Fund
will have made such distributions as are necessary so that for
all calendar years ending prior to the Closing Date such
Acquiring Fund will not have any unpaid tax liability under
Section 4982 of the Code.
(k) All issued and outstanding Acquiring Fund Shares
are, and on the Closing Date will be, duly authorized and
validly and legally issued and outstanding, fully paid and
non-assessable by the Acquiring Entity and will have been
offered and sold in any state, territory or the District of
Columbia in compliance in all material respects with applicable
registration requirements of all applicable federal and state
securities laws. Such Acquiring Fund does not have outstanding
any options, warrants or other rights to subscribe for or
purchase any Acquiring Fund Shares, nor is there
outstanding any security convertible into any Acquiring
Fund Shares. All of the Acquiring Fund Shares to be
issued and delivered to the Acquired Entity, for the account of
the Acquired Fund Shareholders, pursuant to this Agreement,
will on the Closing Date have been duly authorized and, when so
issued and delivered, will be duly and validly and legally
issued Acquiring Fund Shares and be fully paid and
non-assessable by the Acquiring Entity.
(l) The execution, delivery and performance of this
Agreement, and the transactions contemplated herein, have been
duly authorized by all necessary action on the part of the
Acquiring Entity Board, on behalf of such Acquiring Fund, and
this Agreement constitutes a valid and binding obligation of the
Acquiring Entity, on behalf of such Acquiring Fund, enforceable
in accordance with its terms, subject, as to enforcement, to
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bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors rights and to
general equity principles.
(m) The information to be furnished by the Acquiring
Entity, on behalf of such Acquiring Fund, for use in any
documents filed or to be filed with any federal, state or local
regulatory authority, which may be necessary in connection with
the transactions contemplated hereby, shall be accurate and
complete in all material respects and shall comply in all
material respects with federal securities and other laws and
regulations applicable thereto.
(n) The Registration Statement (as defined in
paragraph 5.9), insofar as it relates to such Acquiring
Fund, from the effective date of the Registration Statement
through the date of the meeting of shareholders of the
corresponding Acquired Fund contemplated therein and on the
Closing Date, will (i) not contain any statement which, at
the time and in the light of the circumstances under which it is
made, is false or misleading with respect to any material fact,
or which omits to state any material fact necessary to make the
statements therein not false or misleading (provided that this
representation and warranty shall not apply to statements in or
omissions from the Registration Statement made in reliance upon
and in conformity with information that was furnished by the
Acquired Entity for use therein) and (ii) comply in all
material respects with the provisions of the 1933 Act, the
1934 Act and the 1940 Act and the rules and regulations
thereunder.
(o) The Post-Effective Amendments (as defined in
paragraph 5.10) to be filed by the Acquiring Entity,
insofar as they relate to such Acquiring Fund, pursuant to this
Agreement will, on the effective date of the Post-Effective
Amendments, comply in all material respects with the 1940 Act
and the rules and regulations thereunder.
The Acquired Entity, on behalf of each Acquired Fund, and the
Acquiring Entity, on behalf of each Acquiring Fund,
respectively, hereby further covenant as follows:
5.1 The Acquired Fund and the Acquiring Fund each will
operate its business in the ordinary course and shall comply in
all material respects with all applicable laws, rules and
regulations between the date hereof and the Closing Date, it
being understood that such ordinary course of business will
include the declaration and payment of customary dividends and
other distributions, and any other distribution that may be
advisable.
5.2 The Acquiring Fund Shares to be acquired by such
Acquired Fund hereunder are not being acquired for the purpose
of making any distribution thereof, other than in accordance
with the terms of this Agreement.
5.3 The Acquired Entity, on behalf of each Acquired Fund,
will assist the Acquiring Entity in obtaining such information
as the Acquiring Entity reasonably requests concerning the
beneficial ownership of the Acquired Fund Shares.
5.4 Subject to the provisions of this Agreement, the
Acquiring Entity, on behalf of each Acquiring Fund, and the
Acquired Entity, on behalf of each Acquired Fund, each will
take, or cause to be taken, all action, and do or cause to be
done, all things reasonably necessary, proper or advisable to
consummate and make effective the transactions contemplated by
this Agreement.
5.5 Each of the Acquiring Entity, on behalf of each
Acquiring Fund, and the Acquired Entity, on behalf of each
Acquired Fund, will use all reasonable efforts to fulfill or
obtain the fulfillment of the conditions precedent to effect the
transactions contemplated by this Agreement as promptly as
practicable.
5.6 The Acquired Entity, on behalf of each Acquired Fund,
will, from time to time, as and when reasonably requested by the
Acquiring Entity, execute and deliver or cause to be executed
and delivered all such assignments and other instruments and
will take or cause to be taken such further action as the
Acquiring Entity, on behalf of the corresponding Acquiring Fund,
may reasonably deem necessary or desirable in order to vest in
and confirm (a) the Acquired Entitys title to and
possession of the Acquiring Fund Shares to be delivered
hereunder and (b) the Acquiring Entitys title to and
possession of all the Assets, and to otherwise to carry out the
intent and purpose of this Agreement.
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5.7 The Acquiring Entity, on behalf of each Acquiring Fund,
will use all reasonable efforts to obtain the approvals and
authorizations required by the 1933 Act, the 1940 Act and
such of the state blue sky or securities laws as may be
necessary in order to continue its operations after the Closing
Date.
5.8 The Acquired Entity will call a meeting of the
shareholders of such Acquired Fund to consider and act upon this
Agreement and to take all other action necessary to obtain
approval of the transactions contemplated herein.
5.9 The Acquiring Entity, on behalf of such Acquiring Fund,
shall prepare and file a registration statement on
Form N-14
in compliance with the 1933 Act, the 1934 Act and the
1940 Act and the rules and regulations thereunder with respect
to the Reorganization (the Registration Statement).
The Acquired Entity, on behalf of such Acquired Fund, will
provide to the Acquiring Entity such information regarding the
Acquired Fund as may be reasonably necessary for the preparation
of the Registration Statement.
5.10 The Acquiring Entity, on behalf of each Acquiring
Fund, shall prepare and file one or more post-effective
amendments to its registration statement on
Form N-1A
(the Post-Effective Amendments) to become effective
on or before the Closing Date to register new Class P
Acquiring Fund Shares under the 1933 Act and the 1940
Act.
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6.
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CONDITIONS
PRECEDENT TO OBLIGATIONS OF EACH ACQUIRED FUND
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The obligations of the Acquired Entity, on behalf of each
Acquired Fund, to consummate the Reorganization of such Acquired
Fund shall be subject, at the Acquired Entitys election,
to the following conditions with respect to the applicable
Acquired Fund:
6.1 All representations and warranties of the Acquiring
Entity, on behalf of such Acquiring Fund, contained in this
Agreement shall be true and correct in all material respects as
of the date hereof and, except as they may be affected by the
transactions contemplated by this Agreement, as of the Closing
Date, with the same force and effect as if made on and as of the
Closing Date.
6.2 The Acquiring Entity, on behalf of such Acquiring Fund,
shall have performed all of the covenants and complied with all
of the provisions required by this Agreement to be performed or
complied with by the Acquiring Entity, on behalf of such
Acquiring Fund, on or before the Closing Date.
6.3 The Acquiring Entity, on behalf of such Acquiring Fund,
shall have executed and delivered an assumption of the
Liabilities of the corresponding Acquired Fund and all such
other agreements and instruments as the Acquired Entity may
reasonably deem necessary or desirable in order to vest in and
confirm (a) such Acquired Funds title to and
possession of the Acquiring Fund Shares to be delivered
hereunder and (b) the Acquiring Entitys assumption of
all of the Liabilities, and to otherwise to carry out the intent
and purpose of this Agreement.
6.4 The Acquiring Entity, on behalf of such Acquiring Fund,
shall have delivered to such Acquired Fund a certificate
executed in the name of the Acquiring Entity, on behalf of such
Acquiring Fund, by the Acquiring Entitys President or Vice
President and its Treasurer or Assistant Treasurer, in a form
reasonably satisfactory to the Acquired Entity and dated as of
the Closing Date, as to the matters set forth in
paragraphs 6.1 and 6.2 and as to such other matters as the
Acquired Entity shall reasonably request.
6.5 The Acquiring Entity, on behalf of such Acquiring Fund,
and the Acquired Entity, on behalf of the corresponding Acquired
Fund, shall have agreed on the number of full and fractional
Acquiring Fund Shares to be issued in connection with the
Reorganization after such number has been calculated in
accordance with paragraph 1.1.
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7.
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CONDITIONS
PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING FUND
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The obligations of the Acquiring Entity, on behalf of each
Acquiring Fund, to consummate the Reorganization of the
corresponding Acquiring Fund shall be subject, at the Acquiring
Entitys election, to the following conditions with respect
to the applicable Acquiring Fund:
7.1 All representations and warranties of the Acquired
Entity, on behalf of such Acquired Fund, contained in this
Agreement shall be true and correct in all material respects as
of the date hereof and, except as they may be affected by the
transactions contemplated by this Agreement, as of the Closing
Date, with the same force and effect as if made on and as of the
Closing Date.
7.2 The Acquired Entity, on behalf of such Acquired Fund,
shall have performed all of the covenants and complied with all
of the provisions required by this Agreement to be performed or
complied with by the Acquired Entity, on behalf of such Acquired
Fund, on or before the Closing Date.
7.3 The Acquired Entity shall have delivered to the
Acquiring Entity, on behalf of such Acquiring Fund, a Statement
of Assets and Liabilities of such Acquired Fund as of the
Closing Date, including a schedule of investments, certified by
the Treasurer of the Acquired Entity on behalf of such Acquired
Fund. The Acquired Entity, on behalf of such Acquired Fund,
shall have executed and delivered all such assignments and other
instruments of transfer as the Acquiring Entity may reasonably
deem necessary or desirable in order to vest in and confirm
(a) the Acquired Funds title to and possession of the
Acquiring Fund Shares to be delivered hereunder and
(b) the Acquiring Funds title to and possession of
all the Assets and to otherwise to carry out the intent and
purpose of this Agreement.
7.4 The Acquired Entity, on behalf of such Acquired Fund,
shall have delivered to the Acquiring Entity a certificate
executed in the name of the Acquired Entity, on behalf of such
Acquired Fund, by the Acquired Entitys President or Vice
President and its Treasurer or Assistant Treasurer, in a form
reasonably satisfactory to the Acquiring Entity and dated as of
the Closing Date, as to the matters set forth in
paragraphs 7.1 and 7.2 and as to such other matters as the
Acquiring Entity shall reasonably request.
7.5 The Acquired Entity, on behalf of such Acquired Fund,
and the Acquiring Entity, on behalf of such Acquiring Fund,
shall have agreed on the number of full and fractional Acquiring
Fund Shares to be issued by such Acquiring Fund in
connection with the Reorganization after such number has been
calculated in accordance with paragraph 1.1.
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8.
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FURTHER
CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING
FUND AND EACH CORRESPONDING ACQUIRED FUND
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If any of the conditions set forth below have not been satisfied
on or before the Closing Date with respect to the Acquired
Entity, on behalf of each Acquired Fund, or the Acquiring
Entity, on behalf of the corresponding Acquiring Fund, the other
party to this Agreement shall be entitled on behalf of the
corresponding Acquired Fund or Acquiring Fund, as applicable, at
its option, to (and shall, in the case of a failure to satisfy
the conditions set forth in paragraph 8.5) refuse to
consummate the transactions contemplated by this Agreement with
respect to the applicable Acquired Fund and its corresponding
Acquiring Fund:
8.1 This Agreement and the transactions contemplated herein
shall have been approved by the requisite vote of the holders of
the outstanding shares of such Acquired Fund, in accordance with
the provisions of the Acquired Entity Charter, the bylaws of the
Acquired Entity, and applicable state law, and certified copies
of the resolutions evidencing such approval shall have been
delivered to the Acquiring Entity. Notwithstanding anything
herein to the contrary, neither the Acquiring Entity nor the
Acquired Entity may waive the condition set forth in this
paragraph 8.1.
8.2 On the applicable Closing Date, no court or
governmental agency of competent jurisdiction shall have issued
any order that remains in effect and that restrains or enjoins
the Acquired Entity, with respect to such Acquired Fund, or the
Acquiring Entity, with respect to such Acquiring Fund, from
completing the transactions contemplated by this Agreement.
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8.3 All consents of other parties and all other consents,
orders and permits of federal, state and local regulatory
authorities deemed necessary by the Acquiring Entity or the
Acquired Entity to permit consummation, in all material
respects, of the transactions contemplated hereby shall have
been obtained, except where failure to obtain any such consent,
order or permit would not involve a risk of a material adverse
effect on the assets or properties of such Acquiring Fund or
such Acquired Fund, provided that either party hereto may for
itself waive any of such conditions.
8.4 The Registration Statement shall have become effective
under the 1933 Act and no stop orders suspending the
effectiveness thereof shall have been issued and, to the best
knowledge of the parties hereto, no investigation or proceeding
for that purpose shall have been instituted or be pending. The
Post-Effective Amendments shall have become effective, and no
stop orders suspending the effectiveness thereof shall have been
issued and, to the best knowledge of the parties hereto, no
investigation or proceeding for that purpose shall have been
instituted or be pending.
8.5 The parties shall have received the opinion of Bingham
McCutchen LLP, dated the Closing Date, substantially to the
effect that, based upon certain facts, assumptions and
representations and upon certifications made by the Acquired
Entity, on behalf of the applicable Acquired Fund, the Acquiring
Entity, on behalf of the applicable Acquiring Fund, and their
respective authorized officers, (i) the applicable
Reorganization will constitute a reorganization within the
meaning of Section 368(a) of the Code, and the applicable
Acquired Fund and the corresponding Acquiring Fund will each be
a party to a reorganization within the meaning of
Section 368(b) of the Code; (ii) no gain or loss will
be recognized by such Acquiring Fund upon receipt of the Assets
of the corresponding Acquired Fund solely in exchange for the
applicable Acquiring Fund Shares and the assumption by such
Acquiring Fund of the Liabilities of the applicable Acquired
Fund; (iii) the basis in the hands of such Acquiring Fund
of the Assets of the corresponding Acquired Fund will be the
same as the basis of such Assets in the hands of the Acquired
Fund immediately prior to the transfer, increased by the amount
of gain (or decreased by the amount of loss), if any, recognized
by the Acquired Fund upon the transfer; (iv) the holding
period of each Asset in the hands of such Acquiring Fund will
include the period during which the Asset was held by such
Acquired Fund (except where investment activities of the
Acquiring Fund have the effect of reducing or eliminating the
holding period with respect to an asset); (v) no gain or
loss will be recognized by such Acquired Fund upon the transfer
of its Assets to the corresponding Acquiring Fund in exchange
for the applicable Acquiring Fund Shares and the assumption
by the Acquiring Fund of the Liabilities of the Acquired Fund,
or upon the distribution of the Acquiring Fund Shares by
the Acquired Fund to its shareholders in complete liquidation,
except for (A) any gain or loss that may be recognized with
respect to contracts subject to Section 1256 of the Code,
(B) any gain that may be recognized on the transfer of
stock in a passive foreign investment company as
defined in Section 1297(a) of the Code and (C) any
other gain or loss that may be required to be recognized as a
result of the closing of the Acquired Funds taxable year
or upon the transfer of an Asset regardless of whether such
transfer would otherwise be a non-taxable transaction under the
Code; (vi) no gain or loss will be recognized by the
Acquired Fund Shareholders of such Acquired Fund upon the
exchange of their Acquired Fund Shares solely for the
Acquiring Fund Shares of the corresponding Acquiring Fund
as part of the Reorganization; (vii) the aggregate basis of
the Acquiring Fund Shares that each Acquired
Fund Shareholder of the applicable Acquired Fund receives
in connection with the transaction will be the same as the
aggregate basis of his or her Acquired Fund Shares
exchanged therefor; and (viii) an Acquired
Fund Shareholders holding period for his or her
Acquiring Fund Shares will include the period for which he
or she held the Acquired Fund Shares exchanged therefor,
provided that he or she held such Acquired Fund Shares as
capital assets on the date of the exchange. The delivery of such
opinion is conditioned upon the receipt by Bingham McCutchen LLP
of representations it shall request of the Acquiring Entity and
the Acquired Entity. Notwithstanding anything herein to the
contrary, neither the Acquiring Entity nor the Acquired Entity
may waive the condition set forth in this paragraph 8.5.
8.6 The Acquiring Entity, on behalf of each Acquiring Fund,
shall have received on the applicable Closing Date an opinion of
Venable LLP, in a form reasonably satisfactory to the Acquiring
Entity, and dated as of the Closing Date, substantially to the
effect that, based upon certain facts and certifications made by
the Acquired Entity, on behalf of the Acquired Fund, and its
authorized officers: (a) the Acquired Entity is a
corporation organized under the laws of the State of Maryland;
(b) the Acquired Entity, with respect to the
A-12
corresponding Acquired Fund, has the power as a corporation to
carry on its business as presently conducted in accordance with
the description thereof in the Acquired Entitys
registration statement as an open-end investment company
registered under the 1940 Act; (c) this Agreement has been
duly authorized, executed and delivered by the Acquired Entity,
on behalf of the corresponding Acquired Fund, and constitutes a
valid and legally binding obligation of the Acquired Entity, on
behalf of the corresponding Acquired Fund, enforceable against
the Acquired Entity in accordance with its terms; and
(d) the execution and delivery of this Agreement did not,
and the transfer of the Assets for Acquiring Fund Shares
and the assumption by the Acquiring Fund of the Liabilities
pursuant to this Agreement will not, violate the Acquired Entity
Charter or the bylaws of the Acquired Entity. Such opinion may
state that it is solely for the benefit of the Acquiring Entity
and the Acquiring Entity Board. Such opinion may contain such
assumptions and limitations as shall be in the opinion of
Venable LLP appropriate to render the opinions expressed therein.
8.7 The Acquired Entity, on behalf of each Acquired Fund,
shall have received on the applicable Closing Date an opinion of
Bingham McCutchen LLP, in a form reasonably satisfactory to the
Acquired Entity, and dated as of the Closing Date, substantially
to the effect that, based upon certain facts and certifications
made by the Acquiring Entity, on behalf of the corresponding
Acquiring Fund and its authorized officers: (a) the
Acquiring Entity is a statutory trust validly existing under the
laws of the State of Delaware; (b) the Acquiring Entity,
with respect to the corresponding Acquiring Fund, has the power
as a statutory trust to carry on its business as presently
conducted in accordance with the description thereof in the
Acquiring Entitys registration statement as an open-end
investment company registered under the 1940 Act; (c) this
Agreement has been duly authorized, executed and, so far as know
to such counsel, delivered by the Acquiring Entity, on behalf of
the corresponding Acquiring Fund, and constitutes a valid and
legally binding obligation of the Acquiring Entity, on behalf of
the corresponding Acquiring Fund, enforceable against the
Acquiring Entity in accordance with its terms; and (d) the
execution and delivery of this Agreement did not, and the
issuance of the Acquiring Fund Shares and the assumption of
the Liabilities in exchange for the transfer of the Assets
pursuant to this Agreement will not, violate the Acquiring
Entity Charter or the bylaws of the Acquiring Entity. Such
opinion may state that it is solely for the benefit of the
Acquired Entity and the Acquired Entity Board. Such opinion may
contain such assumptions and limitations as shall be in the
opinion of Bingham McCutchen LLP appropriate to render the
opinions expressed therein.
9.1 The Acquiring Entity, out of each Acquiring Funds
assets and property (including any amounts paid to the Acquiring
Fund pursuant to any applicable liability insurance policies or
indemnification agreements), agrees to indemnify and hold
harmless the Acquired Entity and the members of the Acquired
Entity Board and its officers from and against any and all
losses, claims, damages, liabilities or expenses (including,
without limitation, the payment of reasonable legal fees and
reasonable costs of investigation) to which the Acquired Entity
and those board members and officers may become subject, insofar
as such loss, claim, damage, liability or expense (or actions
with respect thereto) arises out of or is based on (a) any
breach by the Acquiring Entity, on behalf of an Acquiring Fund,
of any of its representations, warranties, covenants or
agreements set forth in this Agreement or (b) any act,
error, omission, neglect, misstatement, materially misleading
statement, breach of duty or other act wrongfully done or
attempted to be committed by the Acquiring Entity or the members
of the Acquiring Entity Board or its officers prior to the
Closing Date, provided that such indemnification by the
Acquiring Entity is not (i) in violation of any applicable
law or (ii) otherwise prohibited as a result of any
applicable order or decree issued by any governing regulatory
authority or court of competent jurisdiction.
9.2 The Acquired Entity, out of each Acquired Funds
assets and property (including any amounts paid to the Acquired
Fund pursuant to any applicable liability insurance policies or
indemnification agreements), agrees to indemnify and hold
harmless the Acquiring Entity and the members of the Acquiring
Entity Board and its officers from and against any and all
losses, claims, damages, liabilities or expenses (including,
without limitation, the payment of reasonable legal fees and
reasonable costs of investigation) to which the Acquiring Entity
and those board members and officers may become subject, insofar
as such loss, claim, damage, liability or expense (or actions
with respect thereto) arises out of or is based on (a) any
breach by the Acquired Entity, on behalf of an Acquired Fund, of
any of its representations, warranties, covenants or agreements
set forth in this Agreement or
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(b) any act, error, omission, neglect, misstatement,
materially misleading statement, breach of duty or other act
wrongfully done or attempted to be committed by the Acquired
Entity or the members of the Acquired Entity Board or its
officers prior to the Closing Date, provided that such
indemnification by the Acquired Entity is not (i) in
violation of any applicable law or (ii) otherwise
prohibited as a result of any applicable order or decree issued
by any governing regulatory authority or court of competent
jurisdiction.
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10.
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BROKER
FEES AND EXPENSES
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10.1 The Acquiring Entity, on behalf of each Acquiring
Fund, and the Acquired Entity, on behalf of each Acquired Fund,
represent and warrant to each other that there are no brokers or
finders entitled to receive any payments in connection with the
transactions provided for herein.
10.2 The costs of the Reorganizations will be shared by TAM
and the Acquiring Funds and Acquired Funds in accordance with an
allocation approved by the Acquired Entity and Acquiring Entity
Boards. Notwithstanding any of the foregoing, expenses will in
any event be paid by the party directly incurring such expenses
(without reimbursement by another person) if and to the extent
that the payment by another person of such expenses would
prevent such party from being treated as a regulated
investment company under the Code or would prevent the
Reorganization from qualifying as a tax-free reorganization.
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11.
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ENTIRE
AGREEMENT; SURVIVAL OF WARRANTIES
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11.1 The Acquiring Entity and the Acquired Entity agree
that neither party has made any representation, warranty or
covenant, on behalf of an Acquiring Fund or an Acquired Fund,
respectively, not set forth herein and that this Agreement
constitutes the entire agreement between the parties.
11.2 The covenants to be performed after the Closing by
both the Acquiring Entity and the Acquired Entity, and the
obligations of the Acquiring Entity, on behalf of each Acquiring
Fund, in Article 9, shall survive the Closing. All other
representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in
connection herewith shall not survive the consummation of the
transactions contemplated hereunder and shall terminate on the
Closing.
This Agreement may be terminated and the transactions
contemplated hereby may be abandoned with respect to any
Acquiring Fund or Acquired Fund at any time prior to the Closing
Date with respect to the applicable Reorganization by resolution
of either the Acquiring Entity Board or the Acquired Entity
Board, if circumstances should develop that, in the opinion of
that Board, make proceeding with the Agreement inadvisable with
respect to such Acquiring Fund or such Acquired Fund,
respectively. Any such termination resolution will be effective
when communicated to the other party. The termination of this
Agreement with respect to an Acquired Fund or its corresponding
Acquiring Fund shall not affect the continued effectiveness of
this Agreement with respect to any other Acquired Fund or
Acquiring Fund, nor shall it affect the rights and obligations
of any party in respect of any breach of this Agreement
occurring prior to such termination.
This Agreement may be amended, modified or supplemented in such
manner as may be deemed necessary or advisable by the authorized
officers of the Acquired Entity and the Acquiring Entity;
provided, however, that following the meeting of
the Acquired Fund Shareholders called by the Acquired Fund
pursuant to paragraph 5.8 of this Agreement, no such
amendment may have the effect of changing the provisions for
determining the number of Acquiring Fund Shares to be
issued to Acquired Fund Shareholders under this Agreement
to the detriment of such shareholders without their further
approval.
Any notice, report, statement or demand required or permitted by
any provisions of this Agreement shall be in writing and shall
be given by facsimile, electronic delivery (i.e.,
e-mail),
personal service or prepaid or certified
A-14
mail addressed to the Acquiring Entity or the Acquired Entity,
at its address set forth in the preamble to this Agreement, in
each case to the attention of its President.
|
|
15.
|
HEADINGS;
COUNTERPARTS; GOVERNING LAW; SEVERABILITY; ASSIGNMENT;
LIMITATION OF LIABILITY
|
15.1 The Article headings contained in this Agreement are
for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
15.2 This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
15.3 This Agreement shall be governed by and construed and
interpreted in accordance with the internal laws of the State of
New York.
15.4 This Agreement shall bind and inure to the benefit of
the parties hereto and their respective successors and assigns,
but no assignment or transfer hereof or of any rights or
obligations hereunder shall be made by any party without the
written consent of the other parties. Nothing herein expressed
or implied is intended or shall be construed to confer upon or
give any person, firm or corporation, other than the parties
hereto and their respective successors and assigns, any rights
or remedies under or by reason of this Agreement.
15.5 The warranties, representations and agreements
contained in this Agreement made by the Acquired Entity, on
behalf of each of the Acquired Funds, are made on a several (and
not joint, or joint and several) basis. Similarly, the
warranties, representations and agreements contained in this
Agreement made by the Acquiring Entity, on behalf of each of the
Acquiring Funds, are made on a several (and not joint, or joint
and several) basis.
[Rest of page intentionally left blank]
A-15
IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be executed by its duly authorized officer.
TRANSAMERICA FUNDS, on behalf of each of its series
listed in Exhibit A attached hereto
TRANSAMERICA INVESTORS, INC., on behalf of each of its
series listed in Exhibit A attached hereto
A-16
Exhibit A
|
|
|
Acquired Fund/Classes
|
|
Acquiring Fund/Classes
|
|
Transamerica Premier High Yield Bond Fund
|
|
Transamerica High Yield Bond
|
Investor Class
|
|
Class P
|
Institutional Class
|
|
Class I
|
Transamerica Premier Cash Reserve Fund
|
|
Transamerica Money Market
|
Investor Class
|
|
Class P
|
A-17
EXHIBIT B
PORTFOLIO
MANAGEMENT DISCUSSION
Transamerica
Premier High Yield Bond Fund (unaudited)
MARKET
ENVIRONMENT
The
sub-prime
mortgage meltdown of 2007 continued to create problems in 2008,
triggering unprecedented volatility in the financial markets and
escalating to a full-blown credit crisis. As the situation
deteriorated, several major financial institutions were either
forced into bankruptcy or into the arms of more stable
competitors.
In the second half of the year, it became apparent that the
credit crisis had spread to banking systems in Europe and Asia,
and fears of a global recession escalated. Governments around
the world responded by implementing a number of fiscal and
monetary programs. For example, both the U.K. and China
announced multi-billion dollar stimulus packages in an attempt
to revive their economies. In the U.S., these stimulative
measures included a $700 billion financial rescue package,
an unprecedented reduction in short-term interest rates, and
commercial paper and bank debt guarantee programs, among others.
During the final months of the year, however, unemployment
continued to rise, credit availability for both consumers and
businesses declined, consumer spending decelerated, and
manufacturing slowed, suggesting more time and more stimulus may
be necessary.
The poor market environment spawned a flight from higher-risk
assets such as stocks and corporate bonds to the relative safety
of U.S. government-backed securities. Within the
fixed-income markets, high-yield bonds bore the brunt of this
negative sentiment, as bank failures and illiquid credit markets
led to greater refinancing risk. These developments caused the
difference between Treasury and non-government yields (i.e.,
yield spreads) to reach record levels. In the final weeks of the
year, sentiment around high-yield bonds improved when the
federal government approved bank holding status for GMAC, the
financing arm of General Motors, allowing the company to receive
funding through the governments $700 billion bank
rescue package. Because the auto sector represents a large
segment of the high-yield market, the GMAC news was modestly
reassuring, but ultimately not significant enough to turn the
tide.
PERFORMANCE
For the year ended December 31, 2008, Transamerica Premier
High Yield Bond Fund, Investor Class returned (25.19)%. By
comparison its primary and secondary benchmarks, the
Merrill Lynch U.S. High Yield, Cash Pay, BB-B Rated Index
(ML High Yield BB-B) and the Merrill Lynch
U.S. High-Yield, Cash Pay Index (MLHYCP),
returned (23.63)% and (26.21)%, respectively.
STRATEGY
REVIEW
Because of the growing aversion to risk, high-yield bonds
particularly vulnerable to default suffered the sharpest
declines in value during the period. We consequently reduced the
portfolios allocation to lower-rated (i.e., CCC-rated)
bonds and increased our exposure to BB-rated securities that we
felt possessed greater cash flow and liquidity. While our
investment approach is to focus on individual companies rather
than ratings, the characteristics we look for in an issuer
generally tend to steer us into B-rated bonds.
In terms of individual holdings, the two largest contributors to
the portfolios relative performance were Merrill
Lynch & Co., Inc. and PNA Group, Inc. Specifically, we
purchased Merrill Lynch bonds that can be put (i.e., may be
redeemed before maturity and receive full face value)
30 days after the closing of the Bank of America Corp.
merger. Our holdings in steel distributor PNA Group benefited
when the company was purchased by Reliance Steel &
Aluminum Co. and the bonds were tendered.
The two most significant detractors from relative results were
Seitel, Inc. and Algoma Steel. Seitel is a provider of seismic
data and related geophysical expertise to the petroleum
industry. As natural gas prices fell during the year, the
companys prospects for additional seismic data sales began
to wane. Going forward, we believe an increased focus in the
U.S. on oil shale fields and high decline rates of natural
gas production will cause gas prices to stabilize and eventually
recover, benefiting Seitel. Algoma Steel is a fully integrated
steel producer. As the
B-1
economic outlook dimmed in the second half of the year, steel
prices tumbled. With an increased focus on infrastructure in
North America, we are confident that the outlook for steel will
improve.
To a lesser degree, the portfolios relative performance
was hindered by our lack of exposure to the automakers, which as
mentioned above, saw their bonds increase in value toward the
end of the period. These issuers account for roughly 5% of our
benchmark index.
Brian W. Westhoff, CFA
Kirk J. Kim
Peter O. Lopez
Derek S. Brown, CFA
Greg D. Haendel, CFA
Co-Portfolio Managers
Transamerica Investment Management, LLC
B-2
Transamerica
High Yield Bond (unaudited)
MARKET
ENVIRONMENT
The turmoil on Wall Street has now infected Main Street. What
began as a sell-off in the small
sub-prime
mortgage market has snowballed into a global de-leveraging
within the financial community. As underlying collateral erodes
in price, asset write-downs have called many financial
institutions capital adequacy into question. As these
institutions struggle to maintain their balance sheet, the
lifeline of credit to individuals and businesses alike has been
all but terminated. The result has been a rapidly deteriorating
real economy over the past few months with almost every economic
indicator registering clear signs of impending recession.
The authorities have not been oblivious to the
seizing-up
of financial markets. All stops have been pulled out as the
Federal Reserve Board (Fed) and US Treasury have
introduced numerous and massive liquidity measures into the
system to revive the ailing credit markets. The risk of a
significant recession and an increasing number of defaults pose
the most challenging risk to the portfolio over the next fiscal
year.
PERFORMANCE
For the year ended October 31, 2008, Transamerica High
Yield Bond Class A returned (25.46)%. By comparison, its
benchmark, the Merrill Lynch High Yield Cash Pay Index
(Merrill Lynch High Yield), returned (26.43)%.
STRATEGY
REVIEW
The portfolios out-performance for the fiscal year versus
Merrill Lynch High Yield was partially attributable to the
portfolios underweight in CCC securities. For the year, we
maintained the allocation to CCC securities in the range of 6-8%
of portfolio assets, versus an
18-20% range
of CCC securities for the benchmark. The Merrill Lynch CCC index
under-performed BBs by 15.5% and Single Bs by 12.0%
during the one year period ended October 31, 2008.
The benefit from our over-weighting in higher rated securities
was partially offset by underperformance of several sectors and
securities. Negative sector contributors for the previous fiscal
year include our over-weight in the gaming sector and
underweight in wireless telecommunications. On an individual
name basis, over-weight allocations to VeraSun Energy
Corporation, R.H. Donnelley Corporation, Nuveen Investments,
Inc., Idearc Inc., Smurfit-Stone Container Corporation, and The
Bon-Ton Stores, Inc. hurt performance. Positive sector
contributors include our underweight in automotive and banking,
as well as an overweight in aerospace / defense.
We believe fundamentals will remain challenging over the next
twelve months. Unemployment rates are increasing, consumers are
retrenching, and profits are declining. The tight credit markets
are forcing companies to re-evaluate all non-essential capital
spending as access to capital is expensive for high quality
companies and inaccessible for many lower quality high yield
issuers. In addition, technicals in the high yield market remain
very weak as aggressive selling by hedge funds and other levered
investors force prices lower.
These weak fundamentals and technicals present a challenging
backdrop for the high yield investing. However, the relentless
selling has pushed valuations to levels never seen before in the
high yield market. As of October 31, 2008, the high yield
market is trading approximately 350bps wider than any previous
time period.
Currently the portfolio is positioned relatively conservatively,
with a low (6.2%) allocation to CCC securities. We believe this
defensive positioning is prudent given the weak backdrop and
forecast for defaults to increase dramatically from a low 3.1%
trailing twelve month rate as of October 31, 2008. In
addition, the BB and Single B
sub-sectors
appear to be the cheapest on a historical basis.
We believe our current strategy has the portfolio set to
outperform in the current environment. However, we also believe
the recent forced selling is creating opportunities and will
look to capitalize on those opportunities as prices dramatically
overshoot fair value.
David R. Halfpap, CFA
Bradley J. Beman, CFA, CPA
Benjamin D. Miller, CFA
Co-Portfolio Managers
AEGON USA Investment Management, LLC
B-3
TRANSAMERICA FUNDS
on behalf of its Series:
TRANSAMERICA HIGH YIELD BOND
TRANSAMERICA MONEY MARKET
(each, a Destination Fund and together, the Destination Funds)
570 Carillon Parkway
St. Petersburg, Florida 33716
(Toll free) 1-888-233-4339
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information is not a prospectus and should be read in conjunction
with the combined Proxy Statement and Prospectus dated October 6, 2009 (the Proxy
Statement/Prospectus), which relates to the Class I and Class P shares, as applicable, of each
Destination Fund to be issued in exchange for shares of the corresponding class of the corresponding Transamerica Premier Fund
as shown below (each, a Target Fund and together, the Target Funds), each of which is a series
of Transamerica Investors, Inc. Please retain this Statement of Additional Information for further
reference.
To obtain a copy of the Proxy Statement/Prospectus, free of charge, please write to the
Destination Funds at the address set forth above or call the Destination Funds at the number set
forth above.
|
|
|
Target Funds: |
|
Destination Funds: |
Transamerica Premier High Yield Bond Fund
|
|
Transamerica High Yield Bond |
|
|
|
Investor Class
|
|
Class P |
Institutional Class
|
|
Class I |
|
|
|
Transamerica Premier Cash Reserve Fund
|
|
Transamerica Money Market |
|
|
|
Investor Class
|
|
Class P |
INTRODUCTION
This Statement of Additional Information is intended to supplement the Proxy
Statement/Prospectus relating specifically to (i) the proposed transfer of all of the assets of
each Target Fund to, and the assumption of the liabilities of each Target Fund by, the
corresponding Destination Fund in exchange for shares of the Destination Fund as shown in the table
above, and (ii) the solicitation by the Target Funds Board of Directors of proxies to be used at a
Special Meeting of Shareholders of the Target Funds to be held on November 16, 2009. Please
retain this Statement of Additional Information for further reference.
DOCUMENTS INCORPORATED BY REFERENCE
This Statement of Additional Information consists of these cover pages, the accompanying pro
forma financial statements and the following documents, each of which was filed electronically with
the Securities and Exchange Commission (the SEC) and is incorporated by reference herein.
1. |
|
The Destination Funds Statement of Additional Information, dated July 1, 2009 (File Nos.
033-02659; 811-04556), as filed with the SEC on July 1, 2009 (Accession No.
0000950123-09-019554) is incorporated herein by reference. |
2. |
|
The Destination Funds Annual Report for the fiscal year ended October 31, 2008 (File No.
811-04556), as filed with the SEC on January 9, 2009 (Accession No. 0001104659-09-001481) is
incorporated herein by reference. |
3. |
|
The Destination Funds Semi-Annual Report for the fiscal period ended April 30, 2009 (File
No. 811-04556), as filed with the SEC on June 26, 2009 (Accession No. 0001104659-09-040361) is
incorporated herein by reference. |
4. |
|
The Target Funds Statement of Additional Information, dated May 1, 2009 (File Nos.
033-90888; 811-09010), as filed with the SEC on April 29, 2009 (Accession No.
0000950144-09-003685) is incorporated herein by reference. |
5. |
|
The Target Funds Annual Report for the fiscal year ended December 31, 2008 (File No.
811-09010), as filed with the SEC on March 9, 2009 (Accession No. 0001104659-09-015539) is
incorporated herein by reference. |
6. |
|
The Target Funds Semi-Annual Report for the fiscal
period ended June 30, 2009 (File No.
811-09010), as filed with the SEC on August 28, 2009 (Accession
No. 0001104659-09-052356) is
incorporated herein by reference. |
PRO FORMA FINANCIAL STATEMENTS
Shown below are the financial statements for each Destination Fund and the corresponding
Target Fund and pro forma financial statements for the combined Destination Fund.
The pro forma financial statements are unaudited.
See Notes to Pro Forma Combined Financial Statements.
S-2
Pro Forma Schedule of Investments for Transamerica Premier High Yield Bond Fund and Transamerica High Yield Bond
At April 30, 2009
(all amounts except per share amounts in thousands)
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Premier High Yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond Fund |
|
|
|
Transamerica High Yield Bond |
|
|
|
Combined Pro Forma Fund |
|
|
|
|
|
|
|
Principal |
|
|
Value |
|
|
|
Principal |
|
|
Value |
|
|
|
Principal |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONVERTIBLE BOND (0.6%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auto Components |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Johnson Controls, Inc., 6.50%, 09/30/2012 |
|
|
|
|
|
$ |
400 |
|
|
$ |
720 |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
400 |
|
|
$ |
720 |
|
Diversified Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lucent Technologies, Inc., 2.88%, 06/15/2023 |
|
|
|
|
|
|
850 |
|
|
|
781 |
|
|
|
|
|
|
|
|
|
|
|
|
|
850 |
|
|
|
781 |
|
Oil, Gas & Consumable Fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quicksilver Resources, Inc., 1.88%, 11/01/2024 |
|
|
|
|
|
|
750 |
|
|
|
644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
750 |
|
|
|
644 |
|
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Symantec Corp., 0.75%, 06/15/2011 |
|
|
|
|
|
|
400 |
|
|
|
426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
400 |
|
|
|
426 |
|
Wireless Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SBA Communications Corp., 1.88%, 05/01/2013 |
|
|
-144A |
|
|
|
500 |
|
|
|
420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cost ($2,639 |
) |
|
|
Total Cost ($0 |
) |
|
|
Total Cost ($2,639 |
) |
CORPORATE DEBT SECURITY (91.8%) |
|
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|
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alliant Techsystems, Inc., 6.75%, 04/01/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,110 |
|
|
|
3,997 |
|
|
|
|
4,110 |
|
|
|
3,997 |
|
BE Aerospace, Inc., 8.50%, 07/01/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,800 |
|
|
|
1,629 |
|
|
|
|
1,800 |
|
|
|
1,629 |
|
L-3 Communications Corp., 6.13%, 01/15/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
950 |
|
|
|
|
1,000 |
|
|
|
950 |
|
Transdigm, Inc., 7.75%, 07/15/2014 |
|
|
|
|
|
|
750 |
|
|
|
733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
750 |
|
|
|
733 |
|
Auto Components |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lear Corp., 5.75%, 08/01/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,955 |
|
|
|
771 |
|
|
|
|
3,955 |
|
|
|
771 |
|
Tenneco, Inc., 8.13%, 11/15/2015 |
|
|
|
|
|
|
270 |
|
|
|
108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
270 |
|
|
|
108 |
|
TRW Automotive, Inc., 7.00%, 03/15/2014 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
1,110 |
|
|
|
|
2,000 |
|
|
|
1,110 |
|
Automobiles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Motors Corp., 7.13%, 07/15/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500 |
|
|
|
143 |
|
|
|
|
1,500 |
|
|
|
143 |
|
General Motors Corp., 7.20%, 01/15/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,265 |
|
|
|
579 |
|
|
|
|
5,265 |
|
|
|
579 |
|
General Motors Corp., 8.25%, 07/15/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,710 |
|
|
|
244 |
|
|
|
|
2,710 |
|
|
|
244 |
|
Beverages |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beverages & More, Inc., 9.25%, 03/01/2012 |
|
|
-144A |
|
|
|
500 |
|
|
|
350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
350 |
|
Constellation Brands, Inc., 7.25%, 09/01/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000 |
|
|
|
3,860 |
|
|
|
|
4,000 |
|
|
|
3,860 |
|
Constellation Brands, Inc., 7.25%, 05/15/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
900 |
|
|
|
869 |
|
|
|
|
900 |
|
|
|
869 |
|
Cott Beverages USA, Inc., 8.00%, 12/15/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,350 |
|
|
|
2,479 |
|
|
|
|
3,350 |
|
|
|
2,479 |
|
Biotechnology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FMC Finance III SA, 6.88%, 07/15/2017 |
|
|
|
|
|
|
1,000 |
|
|
|
980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
980 |
|
Building Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owens Corning, Inc., 7.00%, 12/01/2036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,690 |
|
|
|
2,272 |
|
|
|
|
3,690 |
|
|
|
2,272 |
|
Ply Gem Industries, Inc., 11.75%, 06/15/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,520 |
|
|
|
4,942 |
|
|
|
|
8,520 |
|
|
|
4,942 |
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntsman International LLC, 7.38%, 01/01/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,400 |
|
|
|
4,160 |
|
|
|
|
6,400 |
|
|
|
4,160 |
|
Ineos Group Holdings PLC, 8.50%, 02/15/2016 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
2,570 |
|
|
|
386 |
|
|
|
|
2,570 |
|
|
|
386 |
|
Lyondellbasell Industries AF SCA, 8.38%, 08/15/2015 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
5,230 |
|
|
|
105 |
|
|
|
|
5,230 |
|
|
|
105 |
|
Momentive Performance Materials, Inc., 9.75%, 12/01/2014 |
|
|
|
|
|
|
230 |
|
|
|
79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
230 |
|
|
|
79 |
|
Nova Chemicals Corp., 5.72%, 11/15/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,400 |
|
|
|
4,239 |
|
|
|
|
5,400 |
|
|
|
4,239 |
|
Nova Chemicals Corp., 6.50%, 01/15/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,700 |
|
|
|
3,367 |
|
|
|
|
3,700 |
|
|
|
3,367 |
|
Commercial Banks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo Capital XV, 9.75%, 12/29/2049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
1,700 |
|
|
|
|
2,000 |
|
|
|
1,700 |
|
Commercial Services & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ceridian Corp., 11.25%, 11/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,930 |
|
|
|
2,139 |
|
|
|
|
2,930 |
|
|
|
2,139 |
|
Ceridian Corp., 12.25%, 11/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
325 |
|
|
|
169 |
|
|
|
|
325 |
|
|
|
169 |
|
Iron Mountain, Inc., 7.75%, 01/15/2015 |
|
|
|
|
|
|
1,000 |
|
|
|
1,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
1,003 |
|
Communications Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nortel Networks, Ltd., 5.34%, 07/15/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,230 |
|
|
|
546 |
|
|
|
|
2,230 |
|
|
|
546 |
|
Nortel Networks, Ltd., 10.75%, 07/15/2016 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
1,820 |
|
|
|
482 |
|
|
|
|
1,820 |
|
|
|
482 |
|
Computers & Peripherals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seagate Technology International, 10.00%, 05/01/2014 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
450 |
|
|
|
443 |
|
|
|
|
450 |
|
|
|
443 |
|
Seagate Technology, Inc., 6.38%, 10/01/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,730 |
|
|
|
2,498 |
|
|
|
|
2,730 |
|
|
|
2,498 |
|
Seagate Technology, Inc., 6.80%, 10/01/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
950 |
|
|
|
684 |
|
|
|
|
950 |
|
|
|
684 |
|
Construction Materials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas Industries, Inc., 7.25%, 07/15/2013 |
|
|
|
|
|
|
1,000 |
|
|
|
813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
813 |
|
Consumer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cardtronics, Inc., 9.25%, 08/15/2013 |
|
|
|
|
|
|
1,000 |
|
|
|
725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
725 |
|
Ford Motor Credit Co. LLC, 7.88%, 06/15/2010 |
|
|
|
|
|
|
1,000 |
|
|
|
920 |
|
|
|
|
1,400 |
|
|
|
1,288 |
|
|
|
|
2,400 |
|
|
|
2,208 |
|
Ford Motor Credit Co. LLC, 9.88%, 08/10/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,575 |
|
|
|
7,504 |
|
|
|
|
8,575 |
|
|
|
7,504 |
|
Containers & Packaging |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Graham Packaging Co., Inc., 9.88%, 10/15/2014 |
|
|
|
|
|
|
1,000 |
|
|
|
809 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
809 |
|
Graphic Packaging International, Inc., 8.50%, 08/15/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,885 |
|
|
|
3,798 |
|
|
|
|
3,885 |
|
|
|
3,798 |
|
Graphic Packaging International, Inc., 9.50%, 08/15/2013 |
|
|
|
|
|
|
2,000 |
|
|
|
1,805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
1,805 |
|
Jefferson Smurfit Corp., 8.25%, 10/01/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,745 |
|
|
|
1,626 |
|
|
|
|
7,745 |
|
|
|
1,626 |
|
Owens-Brockway Glass Container, Inc., 6.75%, 12/01/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,535 |
|
|
|
3,438 |
|
|
|
|
3,535 |
|
|
|
3,438 |
|
Sealed Air Corp., 6.88%, 07/15/2033 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
2,100 |
|
|
|
1,384 |
|
|
|
|
2,100 |
|
|
|
1,384 |
|
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Education Management LLC, 8.75%, 06/01/2014 |
|
|
|
|
|
|
1,000 |
|
|
|
968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
968 |
|
Service Corp. International, 6.75%, 04/01/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
350 |
|
|
|
321 |
|
|
|
|
350 |
|
|
|
321 |
|
Service Corp. International, 6.75%, 04/01/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,300 |
|
|
|
3,870 |
|
|
|
|
4,300 |
|
|
|
3,870 |
|
Service Corp. International, 7.00%, 06/15/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
175 |
|
|
|
157 |
|
|
|
|
175 |
|
|
|
157 |
|
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AES Red Oak LLC, 9.20%, 11/30/2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,125 |
|
|
|
1,806 |
|
|
|
|
2,125 |
|
|
|
1,806 |
|
CDX North America High Yield, 8.88%, 06/29/2013 |
|
|
-144A |
|
|
|
5,600 |
|
|
|
4,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,600 |
|
|
|
4,872 |
|
Firekeepers Development Authority, 13.88%, 05/01/2015 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
2,800 |
|
|
|
2,016 |
|
|
|
|
2,800 |
|
|
|
2,016 |
|
GMAC LLC, 6.75%, 12/01/2014 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
6,240 |
|
|
|
4,618 |
|
|
|
|
6,240 |
|
|
|
4,618 |
|
GMAC LLC, 7.25%, 03/02/2011 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
3,150 |
|
|
|
2,772 |
|
|
|
|
3,150 |
|
|
|
2,772 |
|
THE NOTES TO THE PRO FORMA FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.
S-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Premier High Yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond Fund |
|
|
|
Transamerica High Yield Bond |
|
|
|
Combined Pro Forma Fund |
|
|
|
|
|
|
|
Principal |
|
|
Value |
|
|
|
Principal |
|
|
Value |
|
|
|
Principal |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hawker Beechcraft Acquisition Company LLC, 8.50%, 04/01/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,740 |
|
|
|
1,262 |
|
|
|
|
3,740 |
|
|
|
1,262 |
|
Icahn Enterprises, LP, 8.13%, 06/01/2012 |
|
|
|
|
|
|
1,000 |
|
|
|
890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
890 |
|
JPMorgan Chase & Co., 7.90%, 04/30/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
1,522 |
|
|
|
|
2,000 |
|
|
|
1,522 |
|
Kar Holdings, Inc., 10.00%, 05/01/2015 |
|
|
|
|
|
|
1,000 |
|
|
|
580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
580 |
|
Nuveen Investments, Inc., 10.50%, 11/15/2015 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
4,310 |
|
|
|
2,177 |
|
|
|
|
4,310 |
|
|
|
2,177 |
|
Sensus Metering Systems, Inc., 8.63%, 12/15/2013 |
|
|
|
|
|
|
600 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
600 |
|
|
|
510 |
|
Diversified Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cincinnati Bell, Inc., 7.00%, 02/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
800 |
|
|
|
760 |
|
|
|
|
800 |
|
|
|
760 |
|
Fairpoint Communications, Inc., 13.13%, 04/01/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,020 |
|
|
|
1,374 |
|
|
|
|
5,020 |
|
|
|
1,374 |
|
Frontier Communications Corp., 6.63%, 03/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,360 |
|
|
|
1,244 |
|
|
|
|
1,360 |
|
|
|
1,244 |
|
Frontier Communications Corp., 9.00%, 08/15/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,915 |
|
|
|
4,702 |
|
|
|
|
5,915 |
|
|
|
4,702 |
|
Intelsat Jackson Holdings, Ltd., 11.25%, 06/15/2016 |
|
|
|
|
|
|
1,000 |
|
|
|
1,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
1,023 |
|
Quest Corp., 8.38%, 05/01/2016 |
|
|
|
|
|
|
1,000 |
|
|
|
995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
995 |
|
Qwest Communications International, Inc., 7.50%, 02/15/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,900 |
|
|
|
3,617 |
|
|
|
|
3,900 |
|
|
|
3,617 |
|
Qwest Communications International, Inc., 7.50%, 02/15/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,615 |
|
|
|
2,425 |
|
|
|
|
2,615 |
|
|
|
2,425 |
|
Sprint Capital Corp., 6.90%, 05/01/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,570 |
|
|
|
4,623 |
|
|
|
|
5,570 |
|
|
|
4,623 |
|
Sprint Capital Corp., 7.63%, 01/30/2011 |
|
|
|
|
|
|
1,000 |
|
|
|
964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
964 |
|
Telcordia Technologies, Inc., 4.88%, 07/15/2012 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
4,535 |
|
|
|
3,333 |
|
|
|
|
4,535 |
|
|
|
3,333 |
|
Windstream Corp., 8.63%, 08/01/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,250 |
|
|
|
3,234 |
|
|
|
|
3,250 |
|
|
|
3,234 |
|
Electric Utilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elwood Energy LLC, 8.16%, 07/05/2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,035 |
|
|
|
3,176 |
|
|
|
|
4,035 |
|
|
|
3,176 |
|
Energy Future Holdings Corp., 10.88%, 11/01/2017 |
|
|
|
|
|
|
725 |
|
|
|
495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
725 |
|
|
|
495 |
|
Intergen NV, 9.00%, 06/30/2017 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
5,100 |
|
|
|
4,845 |
|
|
|
|
5,100 |
|
|
|
4,845 |
|
Ipalco Enterprises, Inc., 7.25%, 04/01/2016 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
1,365 |
|
|
|
1,283 |
|
|
|
|
1,365 |
|
|
|
1,283 |
|
Texas Competitive Electric Holdings Co. LLC, 10.25%, 11/01/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,045 |
|
|
|
5,133 |
|
|
|
|
9,045 |
|
|
|
5,133 |
|
Electrical Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Belden, Inc., 7.00%, 03/15/2017 |
|
|
|
|
|
|
1,000 |
|
|
|
880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
880 |
|
Electronic Equipment & Instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NXP BV / NXP Funding LLC, 3.88%, 10/15/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,940 |
|
|
|
838 |
|
|
|
|
2,940 |
|
|
|
838 |
|
Energy Equipment & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seitel, Inc., 9.75%, 02/15/2014 |
|
|
|
|
|
|
1,000 |
|
|
|
490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
490 |
|
Food & Staples Retailing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Albertsons, Inc., 7.25%, 05/01/2013 |
|
|
|
|
|
|
1,000 |
|
|
|
955 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
955 |
|
Stater Brothers Holdings, Inc., 8.13%, 06/15/2012 |
|
|
|
|
|
|
1,000 |
|
|
|
988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
988 |
|
Supervalu, Inc., 7.50%, 05/15/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
400 |
|
|
|
392 |
|
|
|
|
400 |
|
|
|
392 |
|
Supervalu, Inc., 7.50%, 11/15/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,600 |
|
|
|
3,492 |
|
|
|
|
3,600 |
|
|
|
3,492 |
|
Food Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Del Monte Corp., 6.75%, 02/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,075 |
|
|
|
1,032 |
|
|
|
|
1,075 |
|
|
|
1,032 |
|
Del Monte Corp., 8.63%, 12/15/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
190 |
|
|
|
194 |
|
|
|
|
190 |
|
|
|
194 |
|
Michael Foods, Inc., 8.00%, 11/15/2013 |
|
|
|
|
|
|
1,000 |
|
|
|
945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
945 |
|
Smithfield Foods, Inc., 7.75%, 05/15/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
705 |
|
|
|
|
1,000 |
|
|
|
705 |
|
Smithfield Foods, Inc., 7.75%, 07/01/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,375 |
|
|
|
2,177 |
|
|
|
|
3,375 |
|
|
|
2,177 |
|
Tyson Foods, Inc., 7.00%, 05/01/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,400 |
|
|
|
1,748 |
|
|
|
|
2,400 |
|
|
|
1,748 |
|
Tyson Foods, Inc., 8.25%, 10/01/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
700 |
|
|
|
711 |
|
|
|
|
700 |
|
|
|
711 |
|
Health Care Equipment & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Biomet, Inc., 10.00%, 10/15/2017 |
|
|
|
|
|
|
500 |
|
|
|
520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
520 |
|
Boston Scientific Corp., 6.25%, 11/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,100 |
|
|
|
1,052 |
|
|
|
|
1,100 |
|
|
|
1,052 |
|
Boston Scientific Corp., 6.40%, 06/15/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,125 |
|
|
|
1,076 |
|
|
|
|
1,125 |
|
|
|
1,076 |
|
Cooper Cos., Inc., 7.13%, 02/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,495 |
|
|
|
4,203 |
|
|
|
|
4,495 |
|
|
|
4,203 |
|
Universal Hospital Services, Inc., 5.94%, 06/01/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500 |
|
|
|
1,151 |
|
|
|
|
1,500 |
|
|
|
1,151 |
|
Universal Hospital Services, Inc., 8.50%, 06/01/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,300 |
|
|
|
2,139 |
|
|
|
|
2,300 |
|
|
|
2,139 |
|
Health Care Providers & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Community Health Systems, Inc., 8.88%, 07/15/2015 |
|
|
|
|
|
|
1,000 |
|
|
|
995 |
|
|
|
|
6,250 |
|
|
|
6,219 |
|
|
|
|
7,250 |
|
|
|
7,214 |
|
HCA, Inc., 8.50%, 04/15/2019 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
1,100 |
|
|
|
1,107 |
|
|
|
|
1,100 |
|
|
|
1,107 |
|
HCA, Inc., 9.25%, 11/15/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,875 |
|
|
|
8,786 |
|
|
|
|
8,875 |
|
|
|
8,786 |
|
HCA, Inc., 9.88%, 02/15/2017 |
|
|
-144A |
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
1,000 |
|
Omnicare, Inc., 6.13%, 06/01/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,900 |
|
|
|
3,666 |
|
|
|
|
3,900 |
|
|
|
3,666 |
|
Omnicare, Inc., 6.88%, 12/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
600 |
|
|
|
563 |
|
|
|
|
600 |
|
|
|
563 |
|
US Oncology, Inc., 9.00%, 08/15/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,975 |
|
|
|
6,870 |
|
|
|
|
6,975 |
|
|
|
6,870 |
|
Hotels, Restaurants & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrols Corp., 9.00%, 01/15/2013 |
|
|
|
|
|
|
1,000 |
|
|
|
925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
925 |
|
Harrahs Operating Co., Inc., 10.00%, 12/15/2018 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
6,825 |
|
|
|
3,208 |
|
|
|
|
6,825 |
|
|
|
3,208 |
|
Mashantucket Western Pequot Tribe, 8.50%, 11/15/2015 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
6,000 |
|
|
|
1,290 |
|
|
|
|
6,000 |
|
|
|
1,290 |
|
MGM Mirage, Inc., 5.88%, 02/27/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
1,419 |
|
|
|
|
2,500 |
|
|
|
1,419 |
|
MGM Mirage, Inc., 6.00%, 10/01/2009 |
|
|
|
|
|
|
1,000 |
|
|
|
840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
840 |
|
MGM Mirage, Inc., 6.75%, 04/01/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000 |
|
|
|
1,575 |
|
|
|
|
3,000 |
|
|
|
1,575 |
|
MGM Mirage, Inc., 7.50%, 06/01/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,625 |
|
|
|
910 |
|
|
|
|
1,625 |
|
|
|
910 |
|
Mohegan Tribal Gaming Authority, 7.13%, 08/15/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,275 |
|
|
|
1,998 |
|
|
|
|
3,275 |
|
|
|
1,998 |
|
Mohegan Tribal Gaming Authority, 8.00%, 04/01/2012 |
|
|
|
|
|
|
1,650 |
|
|
|
1,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,650 |
|
|
|
1,073 |
|
Pokagon Gaming Authority, 10.38%, 06/15/2014 |
|
|
-144A |
|
|
|
250 |
|
|
|
231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
250 |
|
|
|
231 |
|
Royal Caribbean Cruises, Ltd., 7.00%, 06/15/2013 |
|
|
|
|
|
|
1,000 |
|
|
|
775 |
|
|
|
|
4,850 |
|
|
|
3,759 |
|
|
|
|
5,850 |
|
|
|
4,534 |
|
Royal Caribbean Cruises, Ltd., 7.25%, 06/15/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
333 |
|
|
|
|
500 |
|
|
|
333 |
|
Seminole Hard Rock Entertainment, Inc., 3.82%, 03/15/2014 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
5,955 |
|
|
|
3,930 |
|
|
|
|
5,955 |
|
|
|
3,930 |
|
Seneca Gaming Corp., 7.25%, 05/01/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
1,410 |
|
|
|
|
2,000 |
|
|
|
1,410 |
|
Starwood Hotels & Resorts Worldwide, Inc., 6.75%, 05/15/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,600 |
|
|
|
1,368 |
|
|
|
|
1,600 |
|
|
|
1,368 |
|
Station Casinos, Inc., 6.00%, 04/01/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,485 |
|
|
|
1,906 |
|
|
|
|
5,485 |
|
|
|
1,906 |
|
Station Casinos, Inc., 6.50%, 02/01/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,620 |
|
|
|
92 |
|
|
|
|
2,620 |
|
|
|
92 |
|
Station Casinos, Inc., 6.63%, 03/15/2018 |
|
|
|
|
|
|
1,000 |
|
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
40 |
|
Vail Resorts, Inc., 6.75%, 02/15/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,325 |
|
|
|
1,193 |
|
|
|
|
1,325 |
|
|
|
1,193 |
|
Wynn Las Vegas Capital Corp., 6.63%, 12/01/2014 |
|
|
|
|
|
|
1,500 |
|
|
|
1,245 |
|
|
|
|
2,200 |
|
|
|
1,826 |
|
|
|
|
3,700 |
|
|
|
3,071 |
|
Household Durables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Horton, Inc., 5.25%, 02/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,008 |
|
|
|
1,667 |
|
|
|
|
2,008 |
|
|
|
1,667 |
|
Dr. Horton, Inc., 5.63%, 01/15/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,900 |
|
|
|
1,568 |
|
|
|
|
1,900 |
|
|
|
1,568 |
|
Jarden Corp., 7.50%, 05/01/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,390 |
|
|
|
3,000 |
|
|
|
|
3,390 |
|
|
|
3,000 |
|
Meritage Homes Corp., 6.25%, 03/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,795 |
|
|
|
4,230 |
|
|
|
|
5,795 |
|
|
|
4,230 |
|
Mohawk Industries, Inc., 6.63%, 01/15/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
475 |
|
|
|
403 |
|
|
|
|
475 |
|
|
|
403 |
|
Pulte Homes, Inc., 5.20%, 02/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
1,680 |
|
|
|
|
2,000 |
|
|
|
1,680 |
|
THE NOTES TO THE PRO FORMA FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.
S-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Premier High Yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond Fund |
|
|
|
Transamerica High Yield Bond |
|
|
|
Combined Pro Forma Fund |
|
|
|
|
|
|
|
Principal |
|
|
Value |
|
|
|
Principal |
|
|
Value |
|
|
|
Principal |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pulte Homes, Inc., 7.88%, 08/01/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
2,494 |
|
|
|
|
2,500 |
|
|
|
2,494 |
|
Household Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealy Mattress Co., 8.25%, 06/15/2014 |
|
|
|
|
|
|
750 |
|
|
|
499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
750 |
|
|
|
499 |
|
Independent Power Producers & Energy Traders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AES Corp., 8.00%, 10/15/2017 |
|
|
|
|
|
|
1,000 |
|
|
|
915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
915 |
|
Edison Mission Energy, 7.50%, 06/15/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,725 |
|
|
|
3,166 |
|
|
|
|
3,725 |
|
|
|
3,166 |
|
Edison Mission Energy, 7.75%, 06/15/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
1,585 |
|
|
|
|
2,000 |
|
|
|
1,585 |
|
LSP Energy, LP/LSP Batesville Funding Corp., 7.16%, 01/15/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,346 |
|
|
|
3,204 |
|
|
|
|
3,346 |
|
|
|
3,204 |
|
NRG Energy, Inc., 7.25%, 02/01/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,020 |
|
|
|
3,879 |
|
|
|
|
4,020 |
|
|
|
3,879 |
|
NRG Energy, Inc., 7.38%, 01/15/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
1,910 |
|
|
|
|
2,000 |
|
|
|
1,910 |
|
Industrial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food Co., 13.88%, 03/15/2014 |
|
|
|
|
|
|
1,000 |
|
|
|
1,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
1,053 |
|
Hexion U S Finance Corp., 9.75%, 11/15/2014 |
|
|
|
|
|
|
1,000 |
|
|
|
385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
385 |
|
Industrial Conglomerates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susser Holdings LLC, 10.63%, 12/15/2013 |
|
|
|
|
|
|
852 |
|
|
|
861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
852 |
|
|
|
861 |
|
IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aramark Corp., 8.50%, 02/01/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,350 |
|
|
|
2,244 |
|
|
|
|
2,350 |
|
|
|
2,244 |
|
DI Finance/Dyncorp International, 9.50%, 02/15/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,005 |
|
|
|
1,955 |
|
|
|
|
2,005 |
|
|
|
1,955 |
|
SunGard Data Systems, Inc., 9.13%, 08/15/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,360 |
|
|
|
5,119 |
|
|
|
|
5,360 |
|
|
|
5,119 |
|
SunGard Data Systems, Inc., 10.25%, 08/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,200 |
|
|
|
3,654 |
|
|
|
|
4,200 |
|
|
|
3,654 |
|
Unisys Corp., 8.00%, 10/15/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,750 |
|
|
|
1,320 |
|
|
|
|
2,750 |
|
|
|
1,320 |
|
Unisys Corp., 12.50%, 01/15/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,200 |
|
|
|
1,656 |
|
|
|
|
3,200 |
|
|
|
1,656 |
|
Machinery |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Case New Holland, Inc., 7.13%, 03/01/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,225 |
|
|
|
2,822 |
|
|
|
|
3,225 |
|
|
|
2,822 |
|
Polypore, Inc., 8.75%, 05/15/2012 |
|
|
|
|
|
|
800 |
|
|
|
620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
800 |
|
|
|
620 |
|
Titan International, Inc., 8.00%, 01/15/2012 |
|
|
|
|
|
|
1,000 |
|
|
|
800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
800 |
|
Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCH I Capital Corp., 11.00%, 10/01/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,075 |
|
|
|
316 |
|
|
|
|
4,075 |
|
|
|
316 |
|
CSC Holdings, Inc., 7.63%, 07/15/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,650 |
|
|
|
4,464 |
|
|
|
|
4,650 |
|
|
|
4,464 |
|
CSC Holdings, Inc., 8.50%, 06/15/2015 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
925 |
|
|
|
937 |
|
|
|
|
925 |
|
|
|
937 |
|
DEX Media, Inc., 8.00%, 11/15/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
300 |
|
|
|
|
2,500 |
|
|
|
300 |
|
DIRECTV Financing Co., 8.38%, 03/15/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,080 |
|
|
|
2,111 |
|
|
|
|
2,080 |
|
|
|
2,111 |
|
Dish DBS Corp., 6.63%, 10/01/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,740 |
|
|
|
2,548 |
|
|
|
|
2,740 |
|
|
|
2,548 |
|
Dish DBS Corp., 7.75%, 05/31/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,080 |
|
|
|
2,926 |
|
|
|
|
3,080 |
|
|
|
2,926 |
|
Intelsat Corp., 9.25%, 06/15/2016 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
2,715 |
|
|
|
2,620 |
|
|
|
|
2,715 |
|
|
|
2,620 |
|
Intelsat Subsidiary Holding Co., Ltd., 8.50%, 01/15/2013 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
420 |
|
|
|
416 |
|
|
|
|
420 |
|
|
|
416 |
|
Kabel Deutschland GmbH, 10.63%, 07/01/2014 |
|
|
|
|
|
|
1,000 |
|
|
|
1,020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
1,020 |
|
Knight-Ridder, Inc., 5.75%, 09/01/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,675 |
|
|
|
235 |
|
|
|
|
1,675 |
|
|
|
235 |
|
Lamar Media Corp., 6.63%, 08/15/2015 |
|
|
|
|
|
|
1,000 |
|
|
|
785 |
|
|
|
|
2,025 |
|
|
|
1,549 |
|
|
|
|
3,025 |
|
|
|
2,334 |
|
Lamar Media Corp., 9.75%, 04/01/2014 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
750 |
|
|
|
754 |
|
|
|
|
750 |
|
|
|
754 |
|
Liberty Media Corp., 5.70%, 05/15/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
2,100 |
|
|
|
|
2,500 |
|
|
|
2,100 |
|
Medianews Group, Inc., 6.88%, 10/01/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500 |
|
|
|
15 |
|
|
|
|
1,500 |
|
|
|
15 |
|
Quebecor Media, Inc., 7.75%, 03/15/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,250 |
|
|
|
1,044 |
|
|
|
|
1,250 |
|
|
|
1,044 |
|
RH Donnelley, Inc., 11.75%, 05/15/2015 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
8,507 |
|
|
|
1,659 |
|
|
|
|
8,507 |
|
|
|
1,659 |
|
Univision Communications, Inc., 9.75%, 03/15/2015 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
2,325 |
|
|
|
360 |
|
|
|
|
2,325 |
|
|
|
360 |
|
Videotron Ltee, 6.88%, 01/15/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,825 |
|
|
|
1,773 |
|
|
|
|
1,825 |
|
|
|
1,773 |
|
Metals & Mining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Algoma Acquisition Corp., 9.88%, 06/15/2015 |
|
|
-144A |
|
|
|
1,000 |
|
|
|
400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
400 |
|
Falconbridge, Ltd., 7.35%, 06/05/2012 |
|
|
|
|
|
|
350 |
|
|
|
309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
350 |
|
|
|
309 |
|
FMG Finance Property, Ltd., 10.63%, 09/01/2016 |
|
|
-144A |
|
|
|
1,000 |
|
|
|
875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
875 |
|
Freeport-McMoRan Copper & Gold, Inc., 8.38%, 04/01/2017 |
|
|
|
|
|
|
1,000 |
|
|
|
980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
980 |
|
Noranda Aluminium Acquisition Corp., 6.60%, 05/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,800 |
|
|
|
630 |
|
|
|
|
1,800 |
|
|
|
630 |
|
Steel Dynamics, Inc., 7.38%, 11/01/2012 |
|
|
|
|
|
|
650 |
|
|
|
580 |
|
|
|
|
2,950 |
|
|
|
2,633 |
|
|
|
|
3,600 |
|
|
|
3,213 |
|
Teck Resources, Ltd., 6.13%, 10/01/2035 |
|
|
|
|
|
|
1,500 |
|
|
|
924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500 |
|
|
|
924 |
|
Misc. Shopping Goods Stores |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar General Corp., 10.63%, 07/15/2015 |
|
|
|
|
|
|
1,000 |
|
|
|
1,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
1,040 |
|
Multiline Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bon-Ton Department Stores, Inc., 10.25%, 03/15/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,125 |
|
|
|
1,602 |
|
|
|
|
5,125 |
|
|
|
1,602 |
|
JC Penney Corp., Inc., 7.65%, 08/15/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
1,810 |
|
|
|
|
2,000 |
|
|
|
1,810 |
|
Macys Retail Holdings, Inc., 5.35%, 03/15/2012 |
|
|
|
|
|
|
500 |
|
|
|
456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
456 |
|
Macys Retail Holdings, Inc., 7.45%, 07/15/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,100 |
|
|
|
3,530 |
|
|
|
|
4,100 |
|
|
|
3,530 |
|
Multi-Utilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMS Energy Corp., 6.55%, 07/17/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
840 |
|
|
|
732 |
|
|
|
|
840 |
|
|
|
732 |
|
CMS Energy Corp., 6.88%, 12/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,340 |
|
|
|
1,205 |
|
|
|
|
1,340 |
|
|
|
1,205 |
|
Oil, Gas & Consumable Fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chesapeake Energy Corp., 6.88%, 01/15/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
1,778 |
|
|
|
|
2,000 |
|
|
|
1,778 |
|
Chesapeake Energy Corp., 7.00%, 08/15/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,400 |
|
|
|
3,137 |
|
|
|
|
3,400 |
|
|
|
3,137 |
|
Chesapeake Energy Corp., 7.25%, 12/15/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
830 |
|
|
|
726 |
|
|
|
|
830 |
|
|
|
726 |
|
Chesapeake Energy Corp., 7.63%, 07/15/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
96 |
|
|
|
|
100 |
|
|
|
96 |
|
Chesapeake Energy Corp., 9.50%, 02/15/2015 |
|
|
|
|
|
|
1,250 |
|
|
|
1,263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,250 |
|
|
|
1,263 |
|
Connacher Oil And Gas, Ltd., 10.25%, 12/15/2015 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
2,480 |
|
|
|
1,104 |
|
|
|
|
2,480 |
|
|
|
1,104 |
|
Denbury Resources, Inc., 9.75%, 03/01/2016 |
|
|
|
|
|
|
500 |
|
|
|
508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
508 |
|
Dynegy Holdings, Inc., 7.50%, 06/01/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,975 |
|
|
|
2,335 |
|
|
|
|
2,975 |
|
|
|
2,335 |
|
Dynegy Holdings, Inc., 7.75%, 06/01/2019 |
|
|
|
|
|
|
2,000 |
|
|
|
1,470 |
|
|
|
|
4,440 |
|
|
|
3,263 |
|
|
|
|
6,440 |
|
|
|
4,733 |
|
Edison Mission Energy, 7.20%, 05/15/2019 |
|
|
|
|
|
|
1,500 |
|
|
|
1,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500 |
|
|
|
1,091 |
|
El Paso Corp., 7.25%, 06/01/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,100 |
|
|
|
2,829 |
|
|
|
|
3,100 |
|
|
|
2,829 |
|
Enterprise Products Operating, LP, 8.38%, 08/01/2066 |
|
|
|
|
|
|
1,000 |
|
|
|
690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
690 |
|
Forest Oil Corp., 7.25%, 06/15/2019 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
1,665 |
|
|
|
|
2,000 |
|
|
|
1,665 |
|
Forest Oil Corp., 7.75%, 05/01/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
275 |
|
|
|
259 |
|
|
|
|
275 |
|
|
|
259 |
|
Forest Oil Corp., 8.50%, 02/15/2014 |
|
|
-144A |
|
|
|
500 |
|
|
|
485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
485 |
|
Inergy, LP/Inergy Finance Corp., 8.75%, 03/01/2015 |
|
|
-144A |
|
|
|
250 |
|
|
|
251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
250 |
|
|
|
251 |
|
Kinder Morgan Finance Co., 5.70%, 01/05/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,810 |
|
|
|
5,040 |
|
|
|
|
5,810 |
|
|
|
5,040 |
|
Mariner Energy, Inc., 8.00%, 05/15/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,555 |
|
|
|
1,127 |
|
|
|
|
1,555 |
|
|
|
1,127 |
|
Markwest Energy Finance Corp., 8.50%, 07/15/2016 |
|
|
|
|
|
|
1,000 |
|
|
|
835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
835 |
|
Newfield Exploration Co., 6.63%, 09/01/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,175 |
|
|
|
2,001 |
|
|
|
|
2,175 |
|
|
|
2,001 |
|
Newfield Exploration Co., 7.13%, 05/15/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
295 |
|
|
|
267 |
|
|
|
|
295 |
|
|
|
267 |
|
Opti Canada, Inc., 7.88%, 12/15/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
1,344 |
|
|
|
|
2,500 |
|
|
|
1,344 |
|
THE NOTES TO THE PRO FORMA FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.
S-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Premier High Yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond Fund |
|
|
|
Transamerica High Yield Bond |
|
|
|
Combined Pro Forma Fund |
|
|
|
|
|
|
|
Principal |
|
|
Value |
|
|
|
Principal |
|
|
Value |
|
|
|
Principal |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opti Canada, Inc., 8.25%, 12/15/2014 |
|
|
|
|
|
|
1,500 |
|
|
|
825 |
|
|
|
|
2,100 |
|
|
|
1,155 |
|
|
|
|
3,600 |
|
|
|
1,980 |
|
Peabody Energy Corp., 6.88%, 03/15/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
98 |
|
|
|
|
100 |
|
|
|
98 |
|
Peabody Energy Corp., 7.38%, 11/01/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,230 |
|
|
|
1,202 |
|
|
|
|
1,230 |
|
|
|
1,202 |
|
PetroHawk Energy Corp., 9.13%, 07/15/2013 |
|
|
|
|
|
|
1,000 |
|
|
|
980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
980 |
|
Petroleum Development Corp., 12.00%, 02/15/2018 |
|
|
|
|
|
|
500 |
|
|
|
338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
338 |
|
Pioneer Natural Resources Co., 6.65%, 03/15/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,225 |
|
|
|
2,759 |
|
|
|
|
3,225 |
|
|
|
2,759 |
|
Plains Exploration & Production Co., 7.00%, 03/15/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,700 |
|
|
|
1,462 |
|
|
|
|
1,700 |
|
|
|
1,462 |
|
Plains Exploration & Production Co., 7.75%, 06/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000 |
|
|
|
2,745 |
|
|
|
|
3,000 |
|
|
|
2,745 |
|
Tennessee Gas Pipeline Co., 8.00%, 02/01/2016 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
1,020 |
|
|
|
|
1,000 |
|
|
|
1,020 |
|
Tesoro Corp., 6.25%, 11/01/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,275 |
|
|
|
2,980 |
|
|
|
|
3,275 |
|
|
|
2,980 |
|
Tesoro Corp., 6.63%, 11/01/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
675 |
|
|
|
567 |
|
|
|
|
675 |
|
|
|
567 |
|
Verasun Energy Corp., 9.38%, 06/01/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,325 |
|
|
|
238 |
|
|
|
|
4,325 |
|
|
|
238 |
|
Whiting Petroleum Corp., 7.00%, 02/01/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,380 |
|
|
|
2,907 |
|
|
|
|
3,380 |
|
|
|
2,907 |
|
Paper & Forest Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Abitibi-Consolidated, Inc., 8.55%, 08/01/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,460 |
|
|
|
92 |
|
|
|
|
1,460 |
|
|
|
92 |
|
Abitibi-Consolidated, Inc., 8.85%, 08/01/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,015 |
|
|
|
301 |
|
|
|
|
5,015 |
|
|
|
301 |
|
Abitibi-Consolidated, Inc., 13.75%, 04/01/2011 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
3,200 |
|
|
|
2,784 |
|
|
|
|
3,200 |
|
|
|
2,784 |
|
Boise Cascade LLC, 7.13%, 10/15/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
896 |
|
|
|
396 |
|
|
|
|
896 |
|
|
|
396 |
|
Domtar Corp., 7.88%, 10/15/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,720 |
|
|
|
3,311 |
|
|
|
|
3,720 |
|
|
|
3,311 |
|
Exopack Holding, Inc., 11.25%, 02/01/2014 |
|
|
|
|
|
|
1,000 |
|
|
|
700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
700 |
|
Georgia-Pacific LLC, 7.00%, 01/15/2015 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
3,825 |
|
|
|
3,634 |
|
|
|
|
3,825 |
|
|
|
3,634 |
|
Georgia-Pacific LLC, 7.13%, 01/15/2017 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
1,153 |
|
|
|
1,090 |
|
|
|
|
1,153 |
|
|
|
1,090 |
|
Westvaco Corp., 8.20%, 01/15/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,300 |
|
|
|
1,758 |
|
|
|
|
2,300 |
|
|
|
1,758 |
|
Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FTI Consulting, Inc., 7.75%, 10/01/2016 |
|
|
|
|
|
|
750 |
|
|
|
761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
750 |
|
|
|
761 |
|
Real Estate Investment Trusts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Host Hotels & Resorts, Inc., 6.38%, 03/15/2015 |
|
|
|
|
|
|
1,000 |
|
|
|
885 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
885 |
|
Host Hotels & Resorts, Inc., 7.13%, 11/01/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,155 |
|
|
|
2,965 |
|
|
|
|
3,155 |
|
|
|
2,965 |
|
iStar Financial, Inc., 5.88%, 03/15/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
|
1,599 |
|
|
|
|
5,000 |
|
|
|
1,599 |
|
Real Estate Management & Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realogy Corp., 10.50%, 04/15/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,305 |
|
|
|
1,750 |
|
|
|
|
5,305 |
|
|
|
1,750 |
|
Road & Rail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hertz Corp., 8.88%, 01/01/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,150 |
|
|
|
3,215 |
|
|
|
|
4,150 |
|
|
|
3,215 |
|
Hertz Corp., 10.50%, 01/01/2016 |
|
|
|
|
|
|
1,000 |
|
|
|
709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
709 |
|
Kansas City Southern de Mexico SA de CV, 7.63%, 12/01/2013 |
|
|
|
|
|
|
250 |
|
|
|
204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
250 |
|
|
|
204 |
|
Kansas City Southern de Mexico SA de CV, 12.50%, 04/01/2016 |
|
|
-144A |
|
|
|
1,000 |
|
|
|
964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
964 |
|
Semiconductors & Semiconductor Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freescale Semiconductor, Inc., 8.88%, 12/15/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,345 |
|
|
|
2,496 |
|
|
|
|
7,345 |
|
|
|
2,496 |
|
Spansion, Inc., 5.84%, 06/01/2013 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
3,960 |
|
|
|
1,583 |
|
|
|
|
3,960 |
|
|
|
1,583 |
|
Stats ChipPAC, Ltd., 6.75%, 11/15/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,750 |
|
|
|
2,447 |
|
|
|
|
2,750 |
|
|
|
2,447 |
|
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Data Corp., 9.88%, 09/24/2015 |
|
|
|
|
|
|
2,000 |
|
|
|
1,382 |
|
|
|
|
4,136 |
|
|
|
2,858 |
|
|
|
|
6,136 |
|
|
|
4,240 |
|
Specialty Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group 1 Automotive, Inc., 8.25%, 08/15/2013 |
|
|
|
|
|
|
1,000 |
|
|
|
829 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
829 |
|
Michaels Stores, Inc., 11.38%, 11/01/2016 |
|
|
|
|
|
|
1,450 |
|
|
|
717 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,450 |
|
|
|
717 |
|
Penske Auto Group, Inc., 7.75%, 12/15/2016 |
|
|
|
|
|
|
1,000 |
|
|
|
729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
729 |
|
Sally Holdings LLC, 9.25%, 11/15/2014 |
|
|
|
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
1,000 |
|
Textiles, Apparel & Luxury Goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Levi Strauss & Co., 8.88%, 04/01/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,200 |
|
|
|
1,062 |
|
|
|
|
1,200 |
|
|
|
1,062 |
|
Levi Strauss & Co., 9.75%, 01/15/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,480 |
|
|
|
5,179 |
|
|
|
|
5,480 |
|
|
|
5,179 |
|
Tobacco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alliance One International, Inc., 11.00%, 05/15/2012 |
|
|
|
|
|
|
1,000 |
|
|
|
975 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
975 |
|
Wireless Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metropcs Wireless, Inc., 9.25%, 11/01/2014 |
|
|
|
|
|
|
1,000 |
|
|
|
1,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
1,001 |
|
Nextel Communications, Inc., 6.88%, 10/31/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,125 |
|
|
|
2,398 |
|
|
|
|
3,125 |
|
|
|
2,398 |
|
Nextel Communications, Inc., 7.38%, 08/01/2015 |
|
|
|
|
|
|
1,000 |
|
|
|
714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,332 |
|
|
|
|
|
|
|
|
369,256 |
|
|
|
|
|
|
|
|
433,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cost ($67,674 |
) |
|
|
Total Cost ($494,213 |
) |
|
|
Total Cost ($561,887 |
) |
|
|
|
|
|
|
|
Shares |
|
|
Value |
|
|
|
Shares |
|
|
Value |
|
|
|
Shares |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONVERTIBLE PREFERRED STOCK (0.0%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Road & Rail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kansas City Southern, 5.13%, 02/20/2011 |
|
|
|
|
|
|
210 |
|
|
|
135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
210 |
|
|
|
135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cost ($179 |
) |
|
|
Total Cost ($0 |
) |
|
|
Total Cost ($179 |
) |
PREFERRED STOCK (0.1%) |
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Blocker, Inc., 7.00% |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
2,228 |
|
|
|
668 |
|
|
|
|
2,228 |
|
|
|
668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
668 |
|
|
|
|
|
|
|
|
668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cost ($0 |
) |
|
|
Total Cost ($701 |
) |
|
|
Total Cost ($701 |
) |
|
|
|
|
|
|
|
Principal |
|
|
Value |
|
|
|
Principal |
|
|
Value |
|
|
|
Principal |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REPURCHASE AGREEMENT (4.2%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State Street Repurchase Agreement |
|
|
|
|
|
$ |
5,042 |
|
|
|
5,042 |
|
|
|
$ |
14,626 |
|
|
|
14,626 |
|
|
|
$ |
19,668 |
|
|
|
19,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.01%, dated 04/30/09, to be repurchased at $19,668 on 05/01/2009 |
|
|
|
|
|
|
|
|
|
|
5,042 |
|
|
|
|
|
|
|
|
14,626 |
|
|
|
|
|
|
|
|
19,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cost ($5,042
|
) |
|
|
Total Cost ($14,626
|
) |
|
|
Total Cost ($19,668
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Securities Cost |
|
|
|
|
|
|
|
|
|
|
75,534 |
|
|
|
|
|
|
|
|
509,540 |
|
|
|
|
|
|
|
|
585,074 |
|
Total Investment Securities Value |
|
|
|
|
|
|
|
|
|
|
72,500 |
|
|
|
|
|
|
|
|
384,550 |
|
|
|
|
|
|
|
|
457,050 |
|
Other Assets and Liabilities, net |
|
|
|
|
|
|
|
|
|
|
849 |
|
|
|
|
|
|
|
|
14,567 |
|
|
|
|
|
|
|
|
15,416 |
|
Net Assets |
|
|
|
|
|
|
|
|
|
$ |
73,349 |
|
|
|
|
|
|
|
$ |
399,117 |
|
|
|
|
|
|
|
$ |
472,466 |
|
|
|
|
144A |
|
144A Securities are registered pursuant to Rule 144A of the Securities Act of 1933. These
securities are deemed to be liquid for purposes of compliance limitations on holdings of illiquid
securities
and may be resold as transactions exempt from registration, normally to qualified
institutional buyers. At April 30, 2009, these securities aggregated to $64,631, or 13.68%, of the
Funds net assets. |
As of
April 30, 2009, all securities held by the Target Fund would comply
with the investment restrictions of the Destination Fund.
THE NOTES TO THE PRO FORMA FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.
S-6
Pro Forma Combined Statement of Assets and Liabilities for Transamerica Premier High Yield Bond
Fund and Transamerica High Yield Bond
At April 30, 2009
(all amounts except per share amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica |
|
|
|
|
|
|
|
|
|
Combined |
|
|
|
Premier High |
|
|
Transamerica |
|
|
|
|
|
|
Pro Forma |
|
|
|
Yield Bond Fund |
|
|
High Yield Bond |
|
|
Adjustments |
|
|
Fund |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities, at value |
|
$ |
67,458 |
|
|
$ |
369,924 |
|
|
$ |
|
|
|
$ |
437,382 |
|
Repurchase agreement, at value |
|
|
5,042 |
|
|
|
14,626 |
|
|
|
|
|
|
|
19,668 |
|
Receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities sold |
|
|
|
|
|
|
7,464 |
|
|
|
|
|
|
|
7,464 |
|
Shares sold |
|
|
560 |
|
|
|
855 |
|
|
|
|
|
|
|
1,415 |
|
Interest |
|
|
2,023 |
|
|
|
12,033 |
|
|
|
|
|
|
|
14,056 |
|
Dividends |
|
|
3 |
|
|
|
38 |
|
|
|
|
|
|
|
41 |
|
Due from advisor |
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
7 |
|
Other |
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
75,093 |
|
|
$ |
404,966 |
|
|
$ |
|
|
|
$ |
480,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities purchased |
|
|
1,034 |
|
|
|
5,521 |
|
|
|
|
|
|
|
6,555 |
|
Shares redeemed |
|
|
216 |
|
|
|
19 |
|
|
|
|
|
|
|
235 |
|
Management and advisory fees |
|
|
|
|
|
|
180 |
|
|
|
|
|
|
|
180 |
|
Distribution and service fees |
|
|
7 |
|
|
|
24 |
|
|
|
|
|
|
|
31 |
|
Administration fees |
|
|
1 |
|
|
|
6 |
|
|
|
|
|
|
|
7 |
|
Trustees fees |
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
28 |
|
Transfer agent fees |
|
|
2 |
|
|
|
5 |
|
|
|
|
|
|
|
7 |
|
Dividends to shareholders |
|
|
473 |
|
|
|
|
|
|
|
|
|
|
|
473 |
|
Other |
|
|
11 |
|
|
|
66 |
|
|
|
|
|
|
|
77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,744 |
|
|
|
5,849 |
|
|
|
|
|
|
|
7,593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets |
|
$ |
73,349 |
|
|
$ |
399,117 |
|
|
$ |
|
|
|
$ |
472,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Consist of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of beneficial interest, unlimited shares authorized, no par value |
|
$ |
106,010 |
|
|
|
554,727 |
|
|
$ |
(29,678 |
)(a) |
|
$ |
631,059 |
|
Undistributed net investment income |
|
|
(94 |
) |
|
|
2,107 |
|
|
|
94 |
(a) |
|
|
2,107 |
|
Accumulated net realized loss from investment securities
and foreign currency transactions |
|
|
(29,584 |
) |
|
|
(32,715 |
) |
|
|
29,584 |
(a) |
|
|
(32,715 |
) |
Net unrealized depreciation on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities |
|
|
(2,983 |
) |
|
|
(125,002 |
) |
|
|
|
|
|
|
(127,985 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets |
|
$ |
73,349 |
|
|
$ |
399,117 |
|
|
$ |
|
|
|
$ |
472,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets by Class: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
$ |
|
|
|
$ |
33,996 |
|
|
$ |
|
|
|
$ |
33,996 |
|
Class B |
|
|
|
|
|
|
9,921 |
|
|
|
|
|
|
|
9,921 |
|
Class C |
|
|
|
|
|
|
10,753 |
|
|
|
|
|
|
|
10,753 |
|
Class I |
|
|
|
|
|
|
344,447 |
|
|
|
31,802 |
(b)(m) |
|
|
376,249 |
|
Class P |
|
|
|
|
|
|
|
|
|
|
41,501 |
(b)(m) |
|
|
41,501 |
|
Investor Class |
|
|
41,527 |
|
|
|
|
|
|
|
(41,527 |
)(b) |
|
|
|
|
Institutional Class |
|
|
31,822 |
|
|
|
|
|
|
|
(31,822 |
)(b) |
|
|
|
|
Shares Outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
|
|
|
|
|
4,925 |
|
|
|
|
|
|
|
4,925 |
|
Class B |
|
|
|
|
|
|
1,438 |
|
|
|
|
|
|
|
1,438 |
|
Class C |
|
|
|
|
|
|
1,562 |
|
|
|
|
|
|
|
1,562 |
|
Class I |
|
|
|
|
|
|
49,593 |
|
|
|
4,579 |
(c) |
|
|
54,172 |
|
Class P |
|
|
|
|
|
|
|
|
|
|
7,276 |
(c) |
|
|
7,276 |
|
Investor Class |
|
|
7,276 |
|
|
|
|
|
|
|
(7,276 |
)(c) |
|
|
|
|
Institutional Class |
|
|
5,642 |
|
|
|
|
|
|
|
(5,642 |
)(c) |
|
|
|
|
Net Asset Value and Offering Price Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
$ |
|
|
|
$ |
6.90 |
|
|
|
|
|
|
$ |
6.90 |
|
Class B |
|
|
|
|
|
|
6.90 |
|
|
|
|
|
|
|
6.90 |
|
Class C |
|
|
|
|
|
|
6.88 |
|
|
|
|
|
|
|
6.88 |
|
Class I |
|
|
|
|
|
|
6.95 |
|
|
|
|
|
|
|
6.95 |
|
Class P |
|
|
|
|
|
|
|
|
|
|
5.70 |
(d) |
|
|
5.70 |
|
Investor Class |
|
|
5.70 |
|
|
|
|
|
|
|
(5.70 |
)(d) |
|
|
|
|
Institutional Class |
|
|
5.64 |
|
|
|
|
|
|
|
(5.64 |
)(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Securities, at cost |
|
$ |
70,492 |
|
|
$ |
494,914 |
|
|
|
|
|
|
$ |
565,406 |
|
Repurchase agreement, at cost |
|
$ |
5,042 |
|
|
$ |
14,626 |
|
|
|
|
|
|
$ |
19,668 |
|
|
|
|
(a)-(m) |
|
See Note 2 of the Notes to the Pro Forma Financial Statements. |
THE NOTES TO THE PRO FORMA FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.
S-7
Pro Forma Statement of Operations for Transamerica Premier High Yield Bond Fund and Transamerica
High Yield Bond
For the twelve months ended April 30, 2009
(all amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica |
|
|
|
|
|
|
|
|
|
|
Combined |
|
|
|
Premier High |
|
|
Transamerica |
|
|
|
|
|
|
Pro Forma |
|
|
|
Yield Bond Fund |
|
|
High Yield Bond |
|
|
Adjustments |
|
|
Fund |
|
Investment Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend Income |
|
$ |
13 |
|
|
$ |
60 |
|
|
$ |
|
|
|
$ |
73 |
|
Withholding taxes on foreign dividends |
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
(2 |
) |
Interest |
|
|
4,536 |
|
|
|
48,804 |
|
|
|
|
|
|
|
53,340 |
|
Income from loaned securities-net |
|
|
31 |
|
|
|
412 |
|
|
|
|
|
|
|
443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,580 |
|
|
|
49,274 |
|
|
|
|
|
|
|
53,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management and advisory fees |
|
|
247 |
|
|
|
2,715 |
|
|
|
26 |
(e) |
|
|
2,988 |
|
Printing and shareholder reports |
|
|
14 |
|
|
|
77 |
|
|
|
|
|
|
|
91 |
|
Custody fees |
|
|
12 |
|
|
|
61 |
|
|
|
(8 |
)(f) |
|
|
65 |
|
Administration fees |
|
|
10 |
|
|
|
92 |
|
|
|
|
|
|
|
102 |
|
Legal fees |
|
|
2 |
|
|
|
13 |
|
|
|
|
|
|
|
15 |
|
Audit fees |
|
|
22 |
|
|
|
19 |
|
|
|
(17 |
)(g) |
|
|
24 |
|
Trustees fees |
|
|
2 |
|
|
|
9 |
|
|
|
|
|
|
|
11 |
|
Distribution and service fees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
|
|
|
|
|
106 |
|
|
|
|
|
|
|
106 |
|
Class B |
|
|
|
|
|
|
109 |
|
|
|
|
|
|
|
109 |
|
Class C |
|
|
|
|
|
|
71 |
|
|
|
|
|
|
|
71 |
|
Class P |
|
|
|
|
|
|
|
|
|
|
37 |
(i) |
|
|
37 |
|
Investor Class |
|
|
37 |
|
|
|
|
|
|
|
(37 |
)(i) |
|
|
|
|
Transfer agent fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
|
|
|
|
|
53 |
|
|
|
|
|
|
|
53 |
|
Class B |
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
26 |
|
Class C |
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
11 |
|
Class I |
|
|
|
|
|
|
|
|
|
|
1 |
(j) |
|
|
1 |
|
Class P |
|
|
|
|
|
|
|
|
|
|
29 |
(j) |
|
|
29 |
|
Investor Class |
|
|
29 |
|
|
|
|
|
|
|
(29 |
)(j) |
|
|
|
|
Institutional Class |
|
|
1 |
|
|
|
|
|
|
|
(1 |
)(j) |
|
|
|
|
Registration fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core Level |
|
|
|
|
|
|
4 |
|
|
|
43 |
(k) |
|
|
47 |
|
Investor Class |
|
|
43 |
|
|
|
|
|
|
|
(43 |
)(k) |
|
|
|
|
Other |
|
|
4 |
|
|
|
42 |
|
|
|
|
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
423 |
|
|
|
3,408 |
|
|
|
1 |
|
|
|
3,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund level expense reimbursed: |
|
|
(9 |
) |
|
|
|
|
|
|
(92 |
)(l) |
|
|
(101 |
) |
Class expense reimbursed: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class P |
|
|
|
|
|
|
|
|
|
|
(30 |
)(l) |
|
|
(30 |
) |
Investor Class |
|
|
(73 |
) |
|
|
|
|
|
|
73 |
(l) |
|
|
|
|
Institutional Class |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reimbursement of expenses |
|
|
(82 |
) |
|
|
|
|
|
|
(49 |
) |
|
|
(131 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income |
|
|
4,239 |
|
|
|
45,866 |
|
|
|
48 |
|
|
|
50,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Realized Gain (Loss) from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities |
|
|
(4,950 |
) |
|
|
(27,970 |
) |
|
|
|
|
|
|
(32,920 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,950 |
) |
|
|
(27,970 |
) |
|
|
|
|
|
|
(32,920 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Unrealized
Appreciation (Depreciation) on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities |
|
|
(8,065 |
) |
|
|
(107,514 |
) |
|
|
|
|
|
|
(115,579 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,065 |
) |
|
|
(107,514 |
) |
|
|
|
|
|
|
(115,579 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Realized and Unrealized Loss |
|
|
(13,015 |
) |
|
|
(135,484 |
) |
|
|
|
|
|
|
(148,499 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Decrease in Net Assets Resulting from
Operations |
|
$ |
(8,776 |
) |
|
$ |
(89,618 |
) |
|
$ |
48 |
|
|
$ |
(98,346 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) - (l) |
|
See Note 2 of the Notes to the Pro Forma Financial Statements. |
THE NOTES TO THE PRO FORMA FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.
S-8
Pro Forma Schedule of Investments for Transamerica Premier Cash Reserve Fund and Transamerica Money Market
At April 30, 2009
(all amounts except per share amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Premier Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Fund |
|
|
|
Transamerica Money Market |
|
|
|
Combined Pro Forma Fund |
|
|
|
|
|
|
|
Principal |
|
|
Value |
|
|
|
Principal |
|
|
Value |
|
|
|
Principal |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CERTIFICATE OF DEPOSIT (1.7%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of America Corp., 0.55%, 07/27/2009 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
6,200 |
|
|
$ |
6,200 |
|
|
|
$ |
6,200 |
|
|
$ |
6,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,200 |
|
|
|
|
|
|
|
|
6,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cost ($0)
|
|
|
|
Total Cost ($6,200)
|
|
|
|
Total Cost ($6,200)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMERCIAL PAPER (92.0%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State Street Corp., 0.30%, 05/15/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,600 |
|
|
|
4,599 |
|
|
|
|
4,600 |
|
|
|
4,599 |
|
State Street Corp., 0.33%, 05/05/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,700 |
|
|
|
5,700 |
|
|
|
|
5,700 |
|
|
|
5,700 |
|
State Street Corp., 0.33%, 05/12/2009 |
|
|
|
|
|
|
2,300 |
|
|
|
2,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,300 |
|
|
|
2,300 |
|
State Street Corp., 0.33%, 05/22/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,800 |
|
|
|
1,800 |
|
|
|
|
1,800 |
|
|
|
1,800 |
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ecolab, Inc., 0.55%, 06/05/2009 |
|
|
-144A |
|
|
|
1,000 |
|
|
|
999 |
|
|
|
|
6,000 |
|
|
|
5,997 |
|
|
|
|
7,000 |
|
|
|
6,996 |
|
Commercial Banks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of Scotland PLC, 1.23%, 06/15/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,900 |
|
|
|
5,900 |
|
|
|
|
5,900 |
|
|
|
5,900 |
|
Bank of Scotland PLC, 1.24%, 06/09/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,350 |
|
|
|
6,350 |
|
|
|
|
6,350 |
|
|
|
6,350 |
|
Bank of Scotland PLC, 1.24%, 06/10/2009 |
|
|
|
|
|
|
3,200 |
|
|
|
3,200 |
|
|
|
|
2,800 |
|
|
|
2,800 |
|
|
|
|
6,000 |
|
|
|
6,000 |
|
Bank of Scotland PLC, 1.24%, 06/11/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,250 |
|
|
|
1,250 |
|
|
|
|
1,250 |
|
|
|
1,250 |
|
Barclays Bank PLC, 0.95%, 07/22/2009 |
|
|
|
|
|
|
1,200 |
|
|
|
1,197 |
|
|
|
|
2,800 |
|
|
|
2,794 |
|
|
|
|
4,000 |
|
|
|
3,991 |
|
Barclays Bank PLC, 1.25%, 05/26/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,900 |
|
|
|
3,897 |
|
|
|
|
3,900 |
|
|
|
3,897 |
|
Barclays Bank PLC, 1.34%, 05/11/2009 |
|
|
|
|
|
|
1,500 |
|
|
|
1,499 |
|
|
|
|
4,200 |
|
|
|
4,198 |
|
|
|
|
5,700 |
|
|
|
5,697 |
|
Barclays Bank PLC, 1.35%, 05/06/2009 |
|
|
|
|
|
|
400 |
|
|
|
400 |
|
|
|
|
4,700 |
|
|
|
4,699 |
|
|
|
|
5,100 |
|
|
|
5,099 |
|
Royal Bank of Scotland PLC, 1.01%, 05/11/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,850 |
|
|
|
5,848 |
|
|
|
|
5,850 |
|
|
|
5,848 |
|
Royal Bank of Scotland PLC, 1.19%, 07/20/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,100 |
|
|
|
3,092 |
|
|
|
|
3,100 |
|
|
|
3,092 |
|
Royal Bank of Scotland PLC, 1.28%, 05/04/2009 |
|
|
|
|
|
|
3,300 |
|
|
|
3,300 |
|
|
|
|
2,200 |
|
|
|
2,200 |
|
|
|
|
5,500 |
|
|
|
5,500 |
|
Royal Bank of Scotland PLC, 1.28%, 05/08/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,100 |
|
|
|
1,100 |
|
|
|
|
1,100 |
|
|
|
1,100 |
|
Royal Bank of Scotland PLC, 1.30%, 05/12/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,400 |
|
|
|
3,399 |
|
|
|
|
3,400 |
|
|
|
3,399 |
|
UBS Finance Delaware LLC, 0.45%, 05/18/2009 |
|
|
|
|
|
|
2,000 |
|
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
2,000 |
|
UBS Finance Delaware LLC, 1.00%, 05/04/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
|
1,000 |
|
|
|
1,000 |
|
UBS Finance Delaware LLC, 1.03%, 05/21/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,300 |
|
|
|
5,297 |
|
|
|
|
5,300 |
|
|
|
5,297 |
|
UBS Finance Delaware LLC, 1.20%, 05/29/2009 |
|
|
|
|
|
|
1,150 |
|
|
|
1,150 |
|
|
|
|
8,850 |
|
|
|
8,845 |
|
|
|
|
10,000 |
|
|
|
9,995 |
|
Computers & Peripherals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hewlett-Packard Co., 0.40%, 06/04/2009 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
4,550 |
|
|
|
4,548 |
|
|
|
|
4,550 |
|
|
|
4,548 |
|
Consumer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Express Credit Corp., 0.40%, 05/01/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,200 |
|
|
|
2,200 |
|
|
|
|
2,200 |
|
|
|
2,200 |
|
American Express Credit Corp., 0.40%, 05/05/2009 |
|
|
|
|
|
|
2,300 |
|
|
|
2,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,300 |
|
|
|
2,300 |
|
American Express Credit Corp., 0.40%, 05/07/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,800 |
|
|
|
7,799 |
|
|
|
|
7,800 |
|
|
|
7,799 |
|
American Express Credit Corp., 0.43%, 05/15/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,400 |
|
|
|
1,400 |
|
|
|
|
1,400 |
|
|
|
1,400 |
|
American Express Credit Corp., 0.43%, 05/26/2009 |
|
|
|
|
|
|
700 |
|
|
|
700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
700 |
|
|
|
700 |
|
American Express Credit Corp., 0.43%, 05/28/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,050 |
|
|
|
2,049 |
|
|
|
|
2,050 |
|
|
|
2,049 |
|
American Express Credit Corp., 0.52%, 06/05/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,250 |
|
|
|
1,249 |
|
|
|
|
1,250 |
|
|
|
1,249 |
|
Toyota Motor Credit Corp., 0.24%, 05/01/2009 |
|
|
|
|
|
|
1,300 |
|
|
|
1,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,300 |
|
|
|
1,300 |
|
Toyota Motor Credit Corp., 0.24%, 05/12/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,300 |
|
|
|
3,300 |
|
|
|
|
3,300 |
|
|
|
3,300 |
|
Toyota Motor Credit Corp., 0.25%, 06/08/2009 |
|
|
|
|
|
|
700 |
|
|
|
700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
700 |
|
|
|
700 |
|
Toyota Motor Credit Corp., 0.26%, 05/13/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
2,000 |
|
|
|
|
2,000 |
|
|
|
2,000 |
|
Toyota Motor Credit Corp., 0.26%, 05/21/2009 |
|
|
|
|
|
|
1,100 |
|
|
|
1,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,100 |
|
|
|
1,100 |
|
Toyota Motor Credit Corp., 0.30%, 06/17/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,000 |
|
|
|
8,997 |
|
|
|
|
9,000 |
|
|
|
8,997 |
|
Toyota Motor Credit Corp., 0.50%, 05/05/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,050 |
|
|
|
1,050 |
|
|
|
|
1,050 |
|
|
|
1,050 |
|
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alpine Securitization, 0.33%, 05/20/2009 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
6,950 |
|
|
|
6,949 |
|
|
|
|
6,950 |
|
|
|
6,949 |
|
Alpine Securitization, 0.35%, 06/09/2009 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
1,700 |
|
|
|
1,699 |
|
|
|
|
1,700 |
|
|
|
1,699 |
|
Alpine Securitization, 0.42%, 06/03/2009 |
|
|
-144A |
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
|
4,600 |
|
|
|
4,598 |
|
|
|
|
5,600 |
|
|
|
5,598 |
|
Alpine Securitization, 0.42%, 06/11/2009 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
2,300 |
|
|
|
2,299 |
|
|
|
|
2,300 |
|
|
|
2,299 |
|
Alpine Securitization, 0.50%, 05/11/2009 |
|
|
-144A |
|
|
|
1,700 |
|
|
|
1,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,700 |
|
|
|
1,700 |
|
American Honda Finance Corp., 0.75%, 07/07/2009 |
|
|
|
|
|
|
1,100 |
|
|
|
1,098 |
|
|
|
|
9,000 |
|
|
|
8,987 |
|
|
|
|
10,100 |
|
|
|
10,085 |
|
American Honda Finance Corp., 0.80%, 05/18/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,800 |
|
|
|
4,798 |
|
|
|
|
4,800 |
|
|
|
4,798 |
|
American Honda Finance Corp., 0.85%, 06/02/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,050 |
|
|
|
1,049 |
|
|
|
|
1,050 |
|
|
|
1,049 |
|
American Honda Finance Corp., 0.85%, 07/09/2009 |
|
|
|
|
|
|
550 |
|
|
|
549 |
|
|
|
|
|
|
|
|
|
|
|
|
|
550 |
|
|
|
549 |
|
American Honda Finance Corp., 0.90%, 07/06/2009 |
|
|
|
|
|
|
1,500 |
|
|
|
1,498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500 |
|
|
|
1,498 |
|
Bank of America Corp., 0.52%, 07/24/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
2,500 |
|
|
|
|
2,500 |
|
|
|
2,500 |
|
CAFCO LLC, 0.85%, 05/22/2009 |
|
|
-144A |
|
|
|
1,400 |
|
|
|
1,399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,400 |
|
|
|
1,399 |
|
CAFCO LLC, 0.85%, 07/22/2009 |
|
|
-144A |
|
|
|
1,700 |
|
|
|
1,697 |
|
|
|
|
1,700 |
|
|
|
1,697 |
|
|
|
|
3,400 |
|
|
|
3,394 |
|
CAFCO LLC, 0.90%, 05/14/2009 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
2,800 |
|
|
|
2,799 |
|
|
|
|
2,800 |
|
|
|
2,799 |
|
CAFCO LLC, 0.90%, 06/08/2009 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
4,100 |
|
|
|
4,096 |
|
|
|
|
4,100 |
|
|
|
4,096 |
|
Caterpillar Financial Services Corp., 0.30%, 07/13/2009 |
|
|
|
|
|
|
2,100 |
|
|
|
2,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,100 |
|
|
|
2,099 |
|
Caterpillar Financial Services Corp., 0.32%, 05/04/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,350 |
|
|
|
1,350 |
|
|
|
|
1,350 |
|
|
|
1,350 |
|
Caterpillar Financial Services Corp., 0.43%, 06/01/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,300 |
|
|
|
4,298 |
|
|
|
|
4,300 |
|
|
|
4,298 |
|
CIESCO LLC, 0.85%, 07/22/2009 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
3,600 |
|
|
|
3,593 |
|
|
|
|
3,600 |
|
|
|
3,593 |
|
CIESCO LLC, 0.95%, 07/13/2009 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
3,400 |
|
|
|
3,393 |
|
|
|
|
3,400 |
|
|
|
3,393 |
|
Citigroup Funding, Inc., 0.30%, 05/04/2009 |
|
|
|
|
|
|
850 |
|
|
|
850 |
|
|
|
|
8,000 |
|
|
|
8,000 |
|
|
|
|
8,850 |
|
|
|
8,850 |
|
MetLife Funding, Inc., 0.25%, 05/18/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,300 |
|
|
|
1,300 |
|
|
|
|
1,300 |
|
|
|
1,300 |
|
MetLife Funding, Inc., 0.28%, 05/20/2009 |
|
|
|
|
|
|
1,200 |
|
|
|
1,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,200 |
|
|
|
1,200 |
|
MetLife Funding, Inc., 0.30%, 05/13/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000 |
|
|
|
4,000 |
|
|
|
|
4,000 |
|
|
|
4,000 |
|
MetLife Funding, Inc., 0.35%, 05/08/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,700 |
|
|
|
7,699 |
|
|
|
|
7,700 |
|
|
|
7,699 |
|
MetLife Short Term Funding LLC, 0.93%, 05/07/2009 |
|
|
-144A |
|
|
|
1,900 |
|
|
|
1,900 |
|
|
|
|
2,500 |
|
|
|
2,500 |
|
|
|
|
4,400 |
|
|
|
4,400 |
|
Old Line Funding LLC, 0.25%, 05/15/2009 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
3,200 |
|
|
|
3,200 |
|
|
|
|
3,200 |
|
|
|
3,200 |
|
Old Line Funding LLC, 0.45%, 07/07/2009 |
|
|
-144A |
|
|
|
800 |
|
|
|
799 |
|
|
|
|
10,100 |
|
|
|
10,092 |
|
|
|
|
10,900 |
|
|
|
10,891 |
|
Old Line Funding LLC, 0.60%, 07/15/2009 |
|
|
-144A |
|
|
|
1,725 |
|
|
|
1,723 |
|
|
|
|
2,275 |
|
|
|
2,272 |
|
|
|
|
4,000 |
|
|
|
3,995 |
|
PACCAR Financial Corp., 0.45%, 06/15/2009 |
|
|
|
|
|
|
3,200 |
|
|
|
3,198 |
|
|
|
|
2,900 |
|
|
|
2,898 |
|
|
|
|
6,100 |
|
|
|
6,096 |
|
Rabobank USA Financial Corp., 0.42%, 07/15/2009 |
|
|
|
|
|
|
1,950 |
|
|
|
1,948 |
|
|
|
|
4,300 |
|
|
|
4,296 |
|
|
|
|
6,250 |
|
|
|
6,244 |
|
Rabobank USA Financial Corp., 0.50%, 05/11/2009 |
|
|
|
|
|
|
950 |
|
|
|
950 |
|
|
|
|
1,050 |
|
|
|
1,050 |
|
|
|
|
2,000 |
|
|
|
2,000 |
|
THE NOTES TO THE PRO FORMA FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.
S-9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica Premier Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Fund |
|
|
|
Transamerica Money Market |
|
|
|
Combined Pro Forma Fund |
|
|
|
|
|
|
|
Principal |
|
|
Value |
|
|
|
Principal |
|
|
Value |
|
|
|
Principal |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rabobank USA Financial Corp., 0.65%, 05/26/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,200 |
|
|
|
10,195 |
|
|
|
|
10,200 |
|
|
|
10,195 |
|
Ranger Funding Co. LLC, 0.32%, 05/07/2009 |
|
|
|
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
1,000 |
|
Ranger Funding Co. LLC, 0.45%, 07/14/2009 |
|
|
|
|
|
|
1,200 |
|
|
|
1,199 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,200 |
|
|
|
1,199 |
|
Ranger Funding Co. LLC, 0.55%, 05/06/2009 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
|
1,000 |
|
|
|
1,000 |
|
Food Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nestle Capital Corp., 0.32%, 06/16/2009 |
|
|
-144A |
|
|
|
3,200 |
|
|
|
3,199 |
|
|
|
|
9,000 |
|
|
|
8,996 |
|
|
|
|
12,200 |
|
|
|
12,195 |
|
Foreign Government Obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Province of Ontario Canada, 0.34%, 06/05/2009 |
|
|
|
|
|
|
1,400 |
|
|
|
1,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,400 |
|
|
|
1,400 |
|
Industrial Conglomerates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Electric Co., 0.32%, 05/19/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,900 |
|
|
|
3,899 |
|
|
|
|
3,900 |
|
|
|
3,899 |
|
General Electric Co., 0.32%, 06/01/2009 |
|
|
|
|
|
|
1,550 |
|
|
|
1,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,550 |
|
|
|
1,550 |
|
General Electric Co., 0.33%, 05/27/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
|
4,999 |
|
|
|
|
5,000 |
|
|
|
4,999 |
|
General Electric Co., 0.37%, 06/22/2009 |
|
|
|
|
|
|
1,500 |
|
|
|
1,498 |
|
|
|
|
5,100 |
|
|
|
5,097 |
|
|
|
|
6,600 |
|
|
|
6,595 |
|
Short-Term Foreign Government Obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Province of Ontario Canada, 0.30%, 07/08/2009 |
|
|
|
|
|
|
1,500 |
|
|
|
1,499 |
|
|
|
|
6,000 |
|
|
|
5,997 |
|
|
|
|
7,500 |
|
|
|
7,496 |
|
Province of Ontario Canada, 0.35%, 06/12/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,400 |
|
|
|
9,396 |
|
|
|
|
9,400 |
|
|
|
9,396 |
|
Province of Quebec Canada, 0.29%, 07/09/2009 |
|
|
-144A |
|
|
|
1,200 |
|
|
|
1,199 |
|
|
|
|
2,800 |
|
|
|
2,798 |
|
|
|
|
4,000 |
|
|
|
3,997 |
|
Province of Quebec Canada, 0.32%, 05/05/2009 |
|
|
-144A |
|
|
|
850 |
|
|
|
850 |
|
|
|
|
5,000 |
|
|
|
5,000 |
|
|
|
|
5,850 |
|
|
|
5,850 |
|
Province of Quebec Canada, 0.32%, 05/06/2009 |
|
|
-144A |
|
|
|
|
|
|
|
|
|
|
|
|
3,750 |
|
|
|
3,750 |
|
|
|
|
3,750 |
|
|
|
3,750 |
|
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Microsoft Corp., 0.18%, 06/16/2009 |
|
|
-144A |
|
|
|
980 |
|
|
|
980 |
|
|
|
|
5,900 |
|
|
|
5,899 |
|
|
|
|
6,880 |
|
|
|
6,879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,127 |
|
|
|
|
|
|
|
|
283,795 |
|
|
|
|
|
|
|
|
343,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cost ($60,127)
|
|
|
|
Total Cost ($283,795)
|
|
|
|
Total Cost ($343,922)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CORPORATE DEBT SECURITY (6.7%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goldman Sachs Group, Inc., 0.53%, 06/23/2009 |
|
|
|
|
|
|
590 |
|
|
|
589 |
|
|
|
|
1,175 |
|
|
|
1,174 |
|
|
|
|
1,765 |
|
|
|
1,763 |
|
Goldman Sachs Group, Inc., 1.32%, 06/23/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,649 |
|
|
|
1,646 |
|
|
|
|
1,649 |
|
|
|
1,646 |
|
Commercial Banks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo & Co., 1.42%, 09/15/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,595 |
|
|
|
1,585 |
|
|
|
|
1,595 |
|
|
|
1,585 |
|
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of America Corp., 1.33%, 06/12/2009 |
|
|
|
|
|
|
1,000 |
|
|
|
999 |
|
|
|
|
3,700 |
|
|
|
3,698 |
|
|
|
|
4,700 |
|
|
|
4,697 |
|
Caterpillar Financial Services Corp., 1.31%, 05/18/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,150 |
|
|
|
2,150 |
|
|
|
|
2,150 |
|
|
|
2,150 |
|
General Electric Capital Corp., 1.42%, 06/15/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,250 |
|
|
|
1,248 |
|
|
|
|
1,250 |
|
|
|
1,248 |
|
IBM International Group Capital LLC, 1.39%, 07/29/2009 |
|
|
|
|
|
|
3,200 |
|
|
|
3,203 |
|
|
|
|
6,990 |
|
|
|
6,998 |
|
|
|
|
10,190 |
|
|
|
10,201 |
|
Merrill Lynch & Co., Inc., 1.29%, 05/08/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,750 |
|
|
|
1,749 |
|
|
|
|
1,750 |
|
|
|
1,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,791 |
|
|
|
|
|
|
|
|
20,248 |
|
|
|
|
|
|
|
|
25,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cost ($4,791)
|
|
|
|
Total Cost ($20,248)
|
|
|
|
Total Cost ($25,039)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REPURCHASE AGREEMENT (0.0%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State Street Repurchase Agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63 |
|
|
|
63 |
|
|
|
|
63 |
|
|
|
63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.01%, dated 04/30/09, to be repurchased
at $63 on 05/01/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63 |
|
|
|
|
|
|
|
|
63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cost ($0)
|
|
|
|
Total Cost ($63)
|
|
|
|
Total Cost ($63)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Securities Cost |
|
|
|
|
|
|
|
|
|
|
64,918 |
|
|
|
|
|
|
|
|
310,306 |
|
|
|
|
|
|
|
|
375,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Securities Value |
|
|
|
|
|
|
|
|
|
|
64,918 |
|
|
|
|
|
|
|
|
310,306 |
|
|
|
|
|
|
|
|
375,224 |
|
Other Assets and Liabilities, net |
|
|
|
|
|
|
|
|
|
|
(291 |
) |
|
|
|
|
|
|
|
(1,219 |
) |
|
|
|
|
|
|
|
(1,510 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets |
|
|
|
|
|
|
|
|
|
$ |
64,627 |
|
|
|
|
|
|
|
$ |
309,087 |
|
|
|
|
|
|
|
$ |
373,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144A |
|
144A Securities are registered pursuant to Rule 144A of the
Securities Act of 1933. These securities are deemed to be liquid for
purposes of compliance limitations on holdings of illiquid securities
and may be resold as transactions exempt from registration, normally
to qualified institutional buyers. At April 30, 2009, these
securities aggregated to $104,620, or 27.99%, of the Funds net
assets. |
As of
April 30, 2009, all securities held by the Target Fund would comply
with the investment restrictions of the Destination Fund.
THE NOTES TO THE PRO FORMA FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.
S-10
Pro Forma Combined Statement of Assets and Liabilities for Transamerica Premier Cash Reserve and Transamerica Money Market
At April 30, 2009
(all amounts except per share amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica |
|
|
|
|
|
|
|
|
|
|
Combined |
|
|
|
Premier Cash |
|
|
Transamerica |
|
|
|
|
|
|
Pro Forma |
|
|
|
Reserve |
|
|
Money Market |
|
|
Adjustments |
|
|
Fund |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities, at value |
|
$ |
64,918 |
|
|
$ |
310,243 |
|
|
$ |
|
|
|
$ |
375,161 |
|
Repurchase agreement, at value |
|
|
|
|
|
|
63 |
|
|
|
|
|
|
|
63 |
|
Receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold |
|
|
|
|
|
|
653 |
|
|
|
|
|
|
|
653 |
|
Interest |
|
|
11 |
|
|
|
54 |
|
|
|
|
|
|
|
65 |
|
Other |
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,929 |
|
|
|
311,025 |
|
|
|
|
|
|
|
375,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to Custodian |
|
|
145 |
|
|
|
|
|
|
|
|
|
|
|
145 |
|
Accounts payable and accrued liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares redeemed |
|
|
105 |
|
|
|
1,767 |
|
|
|
|
|
|
|
1,872 |
|
Management and advisory fees |
|
|
5 |
|
|
|
50 |
|
|
|
|
|
|
|
55 |
|
Distribution and service fees |
|
|
|
|
|
|
44 |
|
|
|
|
|
|
|
44 |
|
Administration fees |
|
|
2 |
|
|
|
5 |
|
|
|
|
|
|
|
7 |
|
Trustees fees |
|
|
1 |
|
|
|
14 |
|
|
|
|
|
|
|
15 |
|
Transfer agent fees |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
4 |
|
Dividends from short sales |
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
26 |
|
Dividends to shareholders |
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
22 |
|
Other |
|
|
18 |
|
|
|
32 |
|
|
|
|
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
302 |
|
|
|
1,938 |
|
|
|
|
|
|
|
2,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets |
|
$ |
64,627 |
|
|
$ |
309,087 |
|
|
$ |
|
|
|
$ |
373,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Consist of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of beneficial interest, unlimited shares
authorized, no par value |
|
$ |
64,634 |
|
|
|
308,995 |
|
|
$ |
(7 |
)(a) |
|
$ |
373,622 |
|
Undistributed net investment income |
|
|
(6 |
) |
|
|
92 |
|
|
|
6 |
(a) |
|
|
92 |
|
Accumulated net realized loss from investment securities
and foreign currency transactions |
|
|
(1 |
) |
|
|
|
|
|
|
1 |
(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets |
|
$ |
64,627 |
|
|
$ |
309,087 |
|
|
$ |
|
|
|
$ |
373,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets by Class: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
$ |
|
|
|
$ |
155,859 |
|
|
$ |
|
|
|
$ |
155,859 |
|
Class B |
|
|
|
|
|
|
45,162 |
|
|
|
|
|
|
|
45,162 |
|
Class C |
|
|
|
|
|
|
69,454 |
|
|
|
|
|
|
|
69,454 |
|
Class I |
|
|
|
|
|
|
38,612 |
|
|
|
|
|
|
|
38,612 |
|
Class P |
|
|
|
|
|
|
|
|
|
|
64,627 |
(b) |
|
|
64,627 |
|
Investor Class |
|
|
64,627 |
|
|
|
|
|
|
|
(64,627 |
)(b) |
|
|
|
|
Shares Outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
|
|
|
|
|
155,852 |
|
|
|
|
|
|
|
155,852 |
|
Class B |
|
|
|
|
|
|
45,161 |
|
|
|
|
|
|
|
45,161 |
|
Class C |
|
|
|
|
|
|
69,453 |
|
|
|
|
|
|
|
69,453 |
|
Class I |
|
|
|
|
|
|
38,612 |
|
|
|
|
|
|
|
38,612 |
|
Class P |
|
|
|
|
|
|
|
|
|
|
64,633 |
(c) |
|
|
64,633 |
|
Investor Class |
|
|
64,633 |
|
|
|
|
|
|
|
(64,633 |
)(c) |
|
|
|
|
Net Asset Value and Offering Price Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
|
|
|
|
|
1.00 |
|
|
|
|
|
|
|
1.00 |
|
Class B |
|
|
|
|
|
|
1.00 |
|
|
|
|
|
|
|
1.00 |
|
Class C |
|
|
|
|
|
|
1.00 |
|
|
|
|
|
|
|
1.00 |
|
Class I |
|
|
|
|
|
|
1.00 |
|
|
|
|
|
|
|
1.00 |
|
Class P |
|
|
|
|
|
|
|
|
|
|
1.00 |
(d) |
|
|
1.00 |
|
Investor Class |
|
|
1.00 |
|
|
|
|
|
|
|
(1.00 |
)(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Securities, at cost |
|
$ |
64,918 |
|
|
$ |
310,243 |
|
|
|
|
|
|
$ |
375,161 |
|
Repurchase agreement, at cost |
|
|
|
|
|
|
63 |
|
|
|
|
|
|
|
63 |
|
|
|
|
(a) - (l) |
|
See Note 2 of the Notes to the Pro Forma Financial Statements. |
THE NOTES TO THE PRO FORMA FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.
S-11
Pro Forma Statement of Operations for Transamerica Premier Cash Reserve and Transamerica Money Market
For the twelve months ended April 30, 2009
(all amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica |
|
|
|
|
|
|
|
|
|
Combined |
|
|
|
Premier Cash |
|
|
Transamerica |
|
|
|
|
|
|
Pro Forma |
|
|
|
Reserve |
|
|
Money Market |
|
|
Adjustments |
|
|
Fund |
|
Investment Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
1,480 |
|
|
$ |
4,412 |
|
|
$ |
|
|
|
$ |
5,892 |
|
Income from loaned securities-net |
|
|
|
|
|
|
229 |
|
|
|
|
|
|
|
229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,480 |
|
|
|
4,641 |
|
|
|
|
|
|
|
6,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management and advisory fees |
|
|
247 |
|
|
|
1,041 |
|
|
|
54 |
(e) |
|
|
1,342 |
|
Printing and shareholder reports |
|
|
3 |
|
|
|
33 |
|
|
|
|
|
|
|
36 |
|
Custody fees |
|
|
17 |
|
|
|
42 |
|
|
|
(11 |
)(f) |
|
|
48 |
|
Administration fees |
|
|
17 |
|
|
|
52 |
|
|
|
|
|
|
|
69 |
|
Legal fees |
|
|
6 |
|
|
|
4 |
|
|
|
|
|
|
|
10 |
|
Audit fees |
|
|
23 |
|
|
|
20 |
|
|
|
(18 |
)(g) |
|
|
25 |
|
Trustees fees |
|
|
5 |
|
|
|
2 |
|
|
|
|
|
|
|
7 |
|
Registration fees |
|
|
38 |
|
|
|
(4 |
) |
|
|
|
|
|
|
34 |
|
Money market guarantee insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
|
|
|
|
|
31 |
|
|
|
|
|
|
|
31 |
|
Class B |
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
7 |
|
Class C |
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
10 |
|
Class I |
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
7 |
|
Class P |
|
|
|
|
|
|
|
|
|
|
20 |
(h) |
|
|
20 |
|
Investor Class |
|
|
20 |
|
|
|
|
|
|
|
(20 |
)(h) |
|
|
|
|
Distribution and service fees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
|
|
|
|
|
481 |
|
|
|
|
|
|
|
481 |
|
Class B |
|
|
|
|
|
|
360 |
|
|
|
|
|
|
|
360 |
|
Class C |
|
|
|
|
|
|
523 |
|
|
|
|
|
|
|
523 |
|
Transfer agent fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
|
|
|
|
|
278 |
|
|
|
|
|
|
|
278 |
|
Class B |
|
|
|
|
|
|
71 |
|
|
|
|
|
|
|
71 |
|
Class C |
|
|
|
|
|
|
50 |
|
|
|
|
|
|
|
50 |
|
Class P |
|
|
|
|
|
|
|
|
|
|
88 |
(j) |
|
|
88 |
|
Investor Class |
|
|
88 |
|
|
|
|
|
|
|
(88 |
)(j) |
|
|
|
|
Other |
|
|
(5 |
) |
|
|
65 |
|
|
|
|
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
459 |
|
|
|
3,073 |
|
|
|
25 |
|
|
|
3,557 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund expense reimbursed: |
|
|
|
|
|
|
|
|
|
|
(20 |
)(l) |
|
|
(20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class expense reimbursed: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
|
|
|
|
|
(333 |
) |
|
|
3 |
(l) |
|
|
(330 |
) |
Class B |
|
|
|
|
|
|
(175 |
) |
|
|
1 |
(l) |
|
|
(174 |
) |
Class C |
|
|
|
|
|
|
(204 |
) |
|
|
1 |
(l) |
|
|
(203 |
) |
Class I |
|
|
|
|
|
|
|
|
|
|
|
(l) |
|
|
|
|
Class P |
|
|
|
|
|
|
|
|
|
|
(88 |
)(l) |
|
|
(88 |
) |
Investor Class |
|
|
(251 |
) |
|
|
|
|
|
|
251 |
(l) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reimbursement of expenses |
|
|
(251 |
) |
|
|
(712 |
) |
|
|
147 |
|
|
|
(816 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income |
|
|
1,272 |
|
|
|
2,280 |
|
|
|
(172 |
) |
|
|
3,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Realized Gain (Loss) from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Realized and Unrealized Loss |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Decrease in Net Assets Resulting from
Operations |
|
$ |
1,270 |
|
|
$ |
2,280 |
|
|
$ |
(172 |
) |
|
$ |
3,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) - (l) |
|
See Note 2 of the Notes to the Pro Forma Financial Statements. |
THE NOTES TO THE PRO FORMA FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS REPORT.
S-12
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
REORGANIZATIONS BETWEEN:
TRANSAMERICA PREMIER HIGH YIELD BOND FUND AND TRANSAMERICA
HIGH YIELD BOND
TRANSAMERICA PREMIER CASH RESERVE FUND AND TRANSAMERICA
MONEY MARKET
For the period ended April 30, 2009
(All amounts in thousands)
(Unaudited)
NOTE 1 GENERAL
The accompanying unaudited pro forma financial statements are presented to show the effect of the
proposed transfer of substantially all of the assets of Transamerica Premier High Yield Bond Fund
and Transamerica Premier Cash Reserve Fund (the Target Funds) to Transamerica High Yield Bond and
Transamerica Money Market (the Acquiring Funds), respectively, in exchange for Class I and
Class P shares of the Acquiring Funds and the assumption by the Acquiring Funds of all of the
liabilities of the Target Funds as described elsewhere in this proxy statement/prospectus.
The Reorganizations are intended to qualify for Federal income tax purposes as tax-free
reorganizations under Section 368 of the Internal Revenue Code of 1986, as amended (the Code).
Accordingly, pursuant to this treatment, neither the Target Funds, nor the Acquiring Funds, nor the
shareholders will recognize any gain or loss for federal income tax purposes from the transactions
contemplated by the Reorganization Plan. As a condition to the Closing, the Target Funds will
receive an opinion from the law firm of Bingham McCutchen LLP to the effect that the
Reorganizations will be considered tax-free reorganizations for Federal income tax purposes. That
opinion will be based in part upon certain assumptions and upon certain representations made by the
Target Funds.
The Pro Forma Funds as identified in these financial statements represent the combined funds
after the mergers, with the Acquiring Funds treated as the accounting survivors for financial
reporting purposes. Management believes the Acquiring Funds to be the accounting survivors because
these funds are larger than the Target Funds, and their investment objectives/styles and fees and
expense structures will remain intact going forward.
Under the terms of the Agreement and Plan of Reorganization, the exchange of assets of the Target
Funds for the Class I and Class P shares of the Acquiring Funds will be treated and accounted for
as tax-free reorganizations. The acquisitions would be accomplished by acquisitions of the net
assets of the Target Funds in exchange for Class I and Class P shares of the Acquiring Funds at net
asset value. The unaudited pro forma Schedules of Investments and the unaudited Pro Forma
Statements of Assets and Liabilities have been prepared as though the acquisitions had been
effective on April 30, 2009. The unaudited pro forma Statement of
S-13
Operations has been prepared as though the acquisition had been effective April 30, 2008, to report
operations for the twelve months ended April 30, 2009.
In preparing the Acquiring Funds statements in accordance with accounting principles generally
accepted in the United States of America (GAAP), estimates or assumptions (which could differ
from actual results) may be used that affect reported amounts and disclosures.
The accompanying pro forma financial statements should be read in conjunction with the financial
statements of the Target Funds and the Acquiring Funds, which are included in their respective
annual reports dated December 31, 2008 and October 31, 2008, respectively.
Security valuations: The Acquiring Funds value their investments at the close of the New York Stock
Exchange (NYSE), normally 4 p.m. ET, each day the NYSE is open for business. Acquiring Fund
investments are valued at the last sale price or closing price on the day of valuation taken from
the primary exchange where the security is principally traded.
Securities traded in the over-the-counter market and listed securities for which no sale was
reported on that date are valued at the last quoted bid price.
As permitted under Rule 2a-7 of the 1940 Act, the securities held by Transamerica Money Market are
valued on the basis of amortized cost, which approximates market value.
Debt securities are valued based on a price quotation or other equivalent indication of value
supplied by an exchange, a pricing service or a major market maker; however, those that mature in
sixty days or less are valued at amortized cost, which approximates market.
Other securities for which quotations are not readily available are valued at fair market value as
determined in good faith by Transamerica Asset Management, Incs (TAM) Valuation Committee, under
the supervision of the Board of Trustees.
NOTE 2 PRO FORMA ADJUSTMENTS
The Pro Forma adjustments below reflect the impact of the mergers.
(a) |
|
To adjust the Pro Forma Funds Shares of beneficial interest by the Undistributed net
investment income and Accumulated net realized loss amounts of the Target Funds. |
|
(b) |
|
To adjust Net Assets by Class of the Pro Forma Funds to reflect the appropriate class
net assets of each Pro Forma share class. |
|
(c) |
|
To adjust Shares Outstanding of the Pro Forma Fund based on combining the Target Fund
at the Acquiring Funds net asset value. |
|
(d) |
|
To adjust Net Asset Value and Offering Price per Share of the Pro Forma Fund based on
combining the Target Fund at the Acquiring Funds Net Asset Value. |
|
(e) |
|
To restate management and advisory fees using the Acquiring Fund advisory fee rates for
the Pro Forma Funds at the combined average daily net assets of the Target Funds and
Acquiring Funds. |
S-14
(f) |
|
To remove duplicate Custody fees. |
|
(g) |
|
To remove duplicate Audit fees. |
|
(h) |
|
To move the Money market guarantee insurance fee from Transamerica Premier Cash Reserve
Fund, Investor Class to Transamerica Money Market, Class P. |
|
(i) |
|
To move Distribution and service fees from Transamerica Premier High Yield Bond Fund,
Investor Class to Transamerica High Yield Bond, Class P. |
|
(j) |
|
To move Transfer agent fees from Target Funds Investor Class to Acquiring Funds Class
P and from Target Funds Institutional Class to Acquiring Funds Class I. |
|
(k) |
|
To move Registration fees from Target Funds Investor Class to Acquiring Funds Class P. |
|
(l) |
|
To adjust Fund expense reimbursed and Class expense reimbursed of the Pro Forma Funds
to bring total reimbursements to required levels for Pro Forma Funds to not exceed the
Pro Forma expense limitations for each Class. |
|
|
(m) |
|
To adjust net assets for costs associated with the
Reorganizations. |
|
NOTE 3 INVESTMENT ADVISORY AND OTHER TRANSACTIONS
Transamerica
Asset Management, Incs
(TAM) is the Acquiring Funds investment adviser. Transamerica Fund Services, Inc. (TFS) is the
Acquiring Funds administrator and transfer agent. Transamerica Capital, Inc. (TCI) is the
Acquiring Funds distributor. TAM, TFS, and TCI are affiliates of AEGON, NV, a Netherlands
corporation.
AEGON USA Investment Management, LLC (AUIM) is both an affiliate and of and sub-advisor to
Transamerica High Yield Bond.
Transamerica Investment Management, LLC (TIM) is both an affiliate of and sub-advisor to
Transamerica Money Market.
Certain officers and trustees of the Acquiring Funds are also officers and/or directors of TAM,
TFS, and TCI.
Investment Advisory Fees
The Acquiring Funds pay management fees to TAM based on average daily net assets (ANA) at the
following breakpoints:
|
|
|
Transamerica High Yield Bond |
|
Transamerica Money Market |
0.59% of the first $400 million
|
|
0.40% of average daily net assets |
0.575 over $400 million up to and including $750 million |
|
|
0.55% over $750 million |
|
|
If the reorganization is approved, the Acquiring Funds will pay management fees to TAM based on ANA
at the following breakpoints:
S-15
|
|
|
Transamerica High Yield Bond |
|
Transamerica Money Market |
0.59% of the first $400 million
|
|
0.40% of average daily net assets |
0.575 over $400 million up to and including $750 million |
|
|
0.55% over $750 million |
|
|
If the reorganization is approved, TAM has contractually agreed to waive its advisory fee and will
reimburse the Acquiring Fund to the extent that operating expenses, excluding 12b-1 fees, exceed 1.24% for
classes A, B, C and I and to the extent that operating expenses, including 12b-1 fees, exceed 0.90%
for class P for Transamerica High-Yield Bond. TAM has contractually agreed to waive its advisory
fee and will reimburse the Acquiring Fund to the extent that operating expenses, excluding 12b-1 fees, exceed
0.48% for classes A, B, C, I and P for Transamerica Money Market.
If the Acquiring Funds expenses fall below the annual expense limitation agreement agreed to by the
advisor within the succeeding three years, the Acquiring Funds may be required to pay the advisor a
portion or all of the reimbursed expenses.
NOTE 4 COSTS ASSOCIATED WITH THE REORGANIZATIONS
The cost of the Reorganizations will be shared equally by TAM and, subject
to certain limitations, the Target Funds and Destination Funds (and ultimately the shareholders of the Target
Funds and Destination Funds).
The share of the cost that is borne by the Funds will be allocated
among the Funds on the basis of certain benefits resulting from the
Reorganizations. This allocation may result in TAM bearing in excess
of 50% of the cost of the Reorganizations and, in the case of the
Reorganization relating to Transamerica Premier Cash Reserve Fund,
all of the cost of the subject Reorganization. In no event will the
Funds share exceed 50% of the cost of the Reorganizations.
The
estimated fund costs associated with the Reorganizations,
which are considered extraordinary expenses of each relevant Fund
and, thus, are not subject to the expense limitations of each
relevant Fund discussed in Note 3 above,
are as follow:
|
|
|
|
|
|
|
|
|
Reorganization |
|
Fund |
|
Estimated costs (in thousands) |
Proposal 1 |
|
Transamerica Premier High Yield
Bond Fund |
|
|
$46 |
|
S-16
ADDITIONAL INFORMATION ABOUT CLASS P SHARES
Class P shares of each Destination Fund are newly offered. The following provides certain
additional information about each Destination Funds Class P shares.
Distribution Plans
As stated in the Proxy Statement/Prospectus, each Destination Fund has adopted a Distribution
Plan pursuant to Rule 12b-1 under the 1940 Act (individually, a 12b-1 Plan and collectively, the
12b-1 Plans), applicable to Class P shares of the Destination Fund. Each 12b-1 Plan is structured
as a Compensation Plan.
In determining whether to approve each 12b-1 Plan and the Distribution Agreements, the
Trustees considered the possible advantages afforded shareholders from adopting the 12b-1 Plan
Plans and Distribution Agreements. The Trustees were informed by representatives of TCI, the
Destination Funds principal underwriter and distributor, that payments of distribution-related
expenses by the Destination Funds under the 12b-1 Plans would provide incentives to TCI to
establish and maintain an enhanced distribution system whereby new investors will be attracted to
the Destination Funds. The Trustees believe that improvements in distribution services should
result in increased sales of shares in the Destination Funds. In turn, increased sales are expected
to lead to an increase in a Destination Funds net asset levels, which would enable the Destination
Funds to achieve economies of scale and lower their per-share operating expenses. In addition,
higher net asset levels could enhance the investment management of the Destination Funds, for net
inflows of cash from new sales may enable a Destination Funds investment adviser and sub-adviser
to take advantage of attractive investment opportunities. Finally, reduced redemptions could
eliminate the potential need to liquidate attractive securities positions in order to raise the
capital necessary to meet redemption requests.
Under the 12b-1 Plans, Transamerica High Yield Bond may pay TCI annual distribution and
service (12b-1) fees of up to 0.25% of the average daily net assets of Transamerica High Yield Bonds Class
P shares and Transamerica Money Market may pay TCI annual distribution and service fees of up to
0.10% of the average daily net assets of Transamerica Money Markets Class P shares. Transamerica
Money Market does not currently pay 12b-1 fees because TCI has agreed to waive the distribution
fees for Transamerica Money Market until at least April 30, 2010. This fee waiver may be terminated
at any time without notice after April 30, 2010.
TCI may use the fees payable under the 12b-1 Plans as it deems appropriate to pay for
activities or expenses primarily intended to result in the sale of the Class P shares, or in
personal service to and/or maintenance of these shareholder accounts. TCI also may use the fees
payable under the 12b-1 Plans to make payments to brokers and other financial intermediaries for
past sales and distribution efforts. For Class P, these activities and expenses may include, but
are not limited to:
|
|
|
Compensation to employees of TCI; |
|
|
|
|
Compensation to and expenses of TCI and other selected dealers who engage in or
otherwise support the distribution of shares or who service shareholder accounts; |
|
|
|
|
Payment for services to and for maintenance of existing shareholder accounts and
compensation of broker-dealers or other intermediaries for past sales and
distribution efforts; |
|
|
|
|
The costs of printing and distributing prospectuses, statements of additional
information and reports for other than existing shareholders; and |
|
|
|
|
The cost of preparing, printing and distributing sales literature and advertising
materials. |
Under the 12b-1 Plans, as required by Rule 12b-1, the Board of Trustees of the Destination
Funds (the Destination Board) will review, at least quarterly, a written report provided by TCI
of the amounts expended in distributing and servicing Class P shares of the Destination Funds and
the purpose for which such expenditures were made. For so long as the 12b-1 Plans are in effect,
selection and nomination of the Trustees
S-17
who are not interested persons of a Destination Fund shall be committed to the discretion of
the Trustees who are not interested persons of the Destination Fund (the Independent Trustees).
A 12b-1 Plan may be terminated as to the Class P shares of the relevant Destination Fund at
any time by vote of a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of Class P. A 12b-1 Plan may be amended by vote of the Destination
Board, including a majority of the Independent Trustees that have no direct or indirect financial
interest in the operation of the 12b-1 Plan or any agreement relating thereto, cast in person at a
meeting called for that purpose. Any amendment of a 12b-1 Plan that would materially increase the
costs to Class P shares requires approval by the holders of Class P shares. Each 12b-1 Plan will
remain in effect for successive one year periods, so long as such continuance is approved annually
by vote of the Destination Board, including a majority of the Independent Trustees, cast in person
at a meeting called for the purpose of voting on such continuance.
Distribution Fees
Class P shares of each Destination Fund are newly offered. Therefore, for the Destination
Funds fiscal year ended October 31, 2008, no distribution expenses were incurred by TCI for the
costs of promotion and distribution with respect to Class P shares of the Destination Funds.
Dividends and Other Distributions
An investor in the Destination Funds may choose among several options with respect to
dividends and capital gains distributions payable to the investor. Dividends or other distributions
will be paid in full and fractional shares at the net asset value determined as of the ex-dividend
date unless the shareholder has elected another distribution option as described in the prospectus.
Transaction confirmations and checks for payments designated to be made in cash generally will be
mailed on the payable date. The per share income dividends on
Class B and Class C shares of a Destination Fund
are anticipated to be higher than the per share income dividends on
Class A shares of that Destination Fund (and Class I), as a result of higher distribution and service fees
applicable to the Class B, Class C and Class P shares.
Purchase of Shares
Class P
shares of each Destination Fund are available only to former
investors in Investor Class shares of the Transamerica Premier Funds. Class P shares of each Destination Fund are closed to new investments and are not available
for new investors.
Retirement
Plans Class P
The Destination Funds offers several types of retirement plans that an investor may establish
to invest in shares of a Destination Fund with tax deductible dollars. Prototype retirement plan
documents for Individual Retirement Accounts, Code Section 403(b)(7) plans and SEP-IRA and SIMPLE
IRA plans are available by calling or writing TFS Customer Service. These plans require the
completion of separate applications, which are also available from TFS Customer Service. State
Street Bank and Trust Company, Kansas City, Missouri (State Street), acts as the custodian or
trustee under these plans for which it charges an annual fee of $15.00 on each such fund account
with a maximum of $30.00 per tax identification number. However, if your combined retirement plan
and ESA account(s) balance per taxpayer identification number is more than $50,000, there is no
fee. To receive additional information or forms on these plans, please call your financial adviser
or Transamerica Funds Customer Service at 1-888-233-4339 or write to Transamerica Fund Services,
Inc. (TFS) at P.O. Box 219945, Kansas City, Missouri 64121-9945. No contribution to a retirement
plan can be made until the appropriate forms to establish the plan have been completed. It is
advisable for an investor considering the funding of any retirement plan to consult with an
attorney, retirement plan consultant or financial or tax adviser with respect to the requirements
of such plans and the tax aspects thereof.
Principal Shareholders
Class P shares of each Destination Fund newly offered, therefore, no shareholders own
beneficially or of record any outstanding shares of Class P shares of a Destination Fund.
Shares of Beneficial Interest
The shares of beneficial interest of each Destination Fund are divided into several classes:
Class A, Class B, Class C, Class I and Class P shares. Each class represents interests in the same
assets of a Destination Fund and differ as follows: each class of shares has exclusive voting
rights on matters pertaining to its plan of distribution or any other matter appropriately limited
to that class; the classes are subject to differing sales charges as described in the prospectus;
Class B and Class C shares are subject to ongoing distribution and service fees; each class may
bear differing amounts of certain class-specific expenses; each class has a separate exchange
privilege. Transamerica Funds (the Destination Trust) does not anticipate that there will be any
conflicts between the interests of holders of the different classes of shares of the same
Destination Fund by virtue of these classes. On an ongoing basis, the Destination Board will
consider whether any such conflict exists and, if so, take appropriate action. On any matter
submitted to a vote of shareholders of a series or class, each full issued and outstanding share of
that series or class has one vote.
S-18
TRANSAMERICA FUNDS
OTHER INFORMATION
PART C
Item 15. Indemnification
Provisions relating to indemnification of the Registrants Trustees and employees are included in
Registrants Amended and Restated Declaration of Trust and Bylaws which are incorporated herein by
reference.
Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the
1933 Act) may be permitted to Trustees, officers and controlling persons, or otherwise,
Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such
indemnification may be against public policy as expressed in the 1933 Act and may be, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by Registrant of expenses incurred or paid by a Trustee, officer or controlling person
of Registrant in the successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
Item 16. Exhibits
(1) |
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Amended and Restated Declaration of Trust (j) |
(4) |
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Form of Agreement and Plan of Reorganization (n) |
(6) |
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(a) Investment Advisory Agreements |
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(1) |
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Transamerica High Yield Bond (h) |
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(2) |
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Transamerica Money Market (i) |
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(b) |
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Sub-Advisory Agreements |
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(1) |
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Transamerica High Yield Bond (h) |
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(2) |
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Transamerica Money Market (d) |
(7) |
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(a) Underwriting Agreement (j) |
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(1) |
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Amended Schedule I dated July 1, 2009 (m) |
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(2) |
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Amended Schedule I dated ___ (to be filed by amendment) |
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(b) |
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Dealers Sales Agreement (f) |
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(c) |
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Service Agreement (c) |
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(d) |
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Wholesalers Agreement (b) |
(8) |
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Amended and Restated Board Members Deferred Compensation Plan dated May 1, 2008 (l) |
(9) |
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Custody Agreement (e) |
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(a) |
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Amended Fee Schedule dated February 1, 2008 (l) |
(10) |
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(a) Amended and Restated Plan of Distribution of the Registrant under Rule 12b-1 (j) |
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(1) |
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Amended Schedule A dated July 1, 2009 (m) |
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(2) |
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Amended Schedule A dated ___ (to be filed by amendment) |
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(b) |
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Amended and Restated Plan for Multiple Classes of Shares dated March 1, 2009 (l) |
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(1) |
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Amendment dated as of May 5, 2009 (m) |
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(2) |
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Amended Schedule A dated July 1, 2009 (m) |
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(3) |
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Amended Schedule A dated ___ (to be filed by amendment) |
(11) |
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Opinions and consents of counsel as to the legality of the
securities being registered (o) |
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(12) |
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Form of opinion of counsel supporting tax matters and consequences to shareholders discussed
in Part A of the Registration Statement on Form N-14 (o) |
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(13) |
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(a) Transfer Agency Agreement (a) |
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(1) |
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Amended Fee Schedule dated July 1, 2008 (l) |
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(b) |
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Administrative Services Agreement (e) |
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(1) |
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Amendment to Administrative Services Agreement (g) |
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(c) |
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Form of amended and restated Expense Limitation Agreement (o) |
(14) |
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Consents of Independent Registered Certified Public
Accounting Firms (filed herein) |
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(16) |
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Powers of Attorney (o) |
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(17) |
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(a) Code of Ethics Joint Transamerica Funds and Transamerica Asset Management, Inc. (j) |
(b) Code of Ethics AEGON USA Investment Management, LLC (k)
(c) Code of Ethics Transamerica Investment Management, LLC (h)
(d) Form
of Proxy Card (o)
(e) The Prospectuses of Transamerica Premier High Yield Bond Fund and Transamerica Premier
Cash Reserve Fund, dated May 1, 2009, as supplemented (o)
(f) The Statement of Additional Information of Transamerica Premier High Yield Bond Fund and
Transamerica Premier Cash Reserve Fund, dated May 1, 2009, as
supplemented (o)
(g) The Annual Report of Transamerica Premier High Yield Bond Fund and Transamerica Premier
Cash Reserve Fund for the year ended December 31, 2008 (o)
(h) The
Semi-Annual Report of Transamerica Premier High Yield Bond Fund and Transamerica Premier
Cash Reserve Fund for the period ended June 30, 2009 (o)
(i) The Prospectus of Class I shares of Transamerica High Yield Bond, dated March 1, 2009,
as supplemented (o)
(j) The Statement of Additional Information of Transamerica High Yield Bond and Transamerica
Money Market, dated July 1, 2009, as supplemented (o)
(k) The Annual Report of Transamerica High Yield Bond and Transamerica Money Market for the
year ended October 31, 2008 (o)
(l) The Semi-Annual Report of Transamerica High Yield Bond and Transamerica Money Market for
the period ended April 30, 2009 (o)
All exhibits filed previously are herein incorporated by reference
(a) |
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Filed previously with Post-Effective Amendment No. 20 to Registration Statement filed on
November 16, 1995 (File No. 033-02659). |
(b) |
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Filed previously with Post-Effective Amendment No. 25 to Registration Statement filed on
January 31, 1997 (File No. 033-02659). |
(c) |
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Filed previously with Post-Effective Amendment No. 31 to Registration Statement filed on
September 2, 1999 (File No. 033-02659). |
(d) |
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Filed previously with Post-Effective Amendment No. 43 to Registration Statement on December
17, 2001 (File No. 033-02659). |
(e) |
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Filed previously with Post-Effective Amendment No. 49 to Registration Statement on September
12, 2002 (File No. 033-02659). |
(f) |
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Filed previously with Post-Effective Amendment No. 50 to Registration Statement on November
12, 2002 (File No. 033-02659). |
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(g) |
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Filed previously with Post-Effective Amendment No. 67 to Registration Statement on February
25, 2005 (File No. 033-02659). |
(h) |
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Filed previously with Post-Effective Amendment No. 77 to Registration Statement on March 1,
2006 (File No. 033-02659). |
(i) |
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Filed previously with Post-Effective Amendment No. 85 to Registration Statement on March 1,
2007 (File No. 033-02659). |
(j) |
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Filed previously with Post-Effective Amendment No. 89 to Registration Statement on February
28, 2008 (File No. 033-02659). |
(k) |
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Filed previously with Post-Effective Amendment No. 92 to Registrant Statement on June 12,
2008 (File No. 033-02659). |
(l) |
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Filed previously with Post-Effective Amendment No. 95 to Registrant Statement on February 27,
2009 (File No. 033-02659). |
(m) |
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Filed previously with Post-Effective Amendment No. 97 to Registrant Statement on July 1, 2009
(File No. 033-02659). |
(n) Included in Part A to the Registration Statement on Form N-14.
(o) Filed
previously with the initial Registration Statement on Form N-14 on
September 1, 2009 (File No. 333-161674).
Item 17. Undertakings
1. The undersigned registrant agrees that prior to any public reoffering of the securities
registered through the use of a prospectus which is a part of this Registration Statement by any
person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act of 1933, as amended (the 1933 Act) , the reoffering prospectus will contain the
information called for by the applicable registration form for reofferings by persons who may be
deemed underwriters, in addition to the information called for by the other items of the applicable
form.
2. The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above
will be filed as a part of an amendment to this Registration Statement and will not be used until
the amendment is effective, and that, in determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed to be the initial
bona fide offering of them.
3. The undersigned registrant undertakes to file, by post-effective amendment, the final opinion of
Bingham McCutchen LLP supporting the tax consequences of the proposed reorganizations as soon as
practicable after the closing of the reorganizations.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Petersburg and State of Florida,
on the 6th day of October, 2009.
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TRANSAMERICA FUNDS, on behalf of its series:
Transamerica High Yield Bond
Transamerica Money Market
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By: |
/s/ John K. Carter
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John K. Carter |
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President and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons in the
capacities and on the 6th day of October, 2009:
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/s/ John K. Carter
John K. Carter
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Chairperson, Trustee, President and
Chief
Executive Officer
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October 6, 2009 |
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/s/ Sandra N. Bane
Sandra N. Bane *
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Trustee
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October 6, 2009 |
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/s/ Leo J. Hill
Leo J. Hill *
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Trustee
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October 6, 2009 |
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/s/ David W. Jennings
David W. Jennings *
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Trustee
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October 6, 2009 |
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/s/ Neal M. Jewell
Neal M. Jewell *
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Trustee
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October 6, 2009 |
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/s/ Russell A. Kimball, Jr.
Russell A. Kimball, Jr. *
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Trustee
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October 6, 2009 |
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/s/ Eugene M. Mannella
Eugene M. Mannella *
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Trustee
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October 6, 2009 |
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/s/ Norman R. Nielsen
Norman R. Nielsen *
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Trustee
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October 6, 2009 |
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/s/ Joyce G. Norden
Joyce G. Norden *
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Trustee
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October 6, 2009 |
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/s/ Patricia L. Sawyer
Patricia L. Sawyer *
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Trustee
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October 6, 2009 |
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/s/ John W. Waechter
John W. Waechter *
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Trustee
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October 6, 2009 |
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/s/ Joseph P. Carusone
Joseph P. Carusone
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Vice President, Treasurer and
Principal
Financial Officer
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October 6, 2009 |
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* By:
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/s/ Dennis P. Gallagher
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October 6, 2009 |
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Dennis P. Gallagher** |
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** |
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Attorney-in-fact pursuant to powers of attorney filed previously. |
4
Exhibit Filed With
Form N-14
Transamerica Funds
EXHIBIT INDEX
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Exhibit Number |
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Description of Exhibit |
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(14)
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Consents of Independent Registered Certified Public Accounting Firms |
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