Securities Act File No. 333-[ ]
As filed with the Securities and Exchange Commission on November 4, 2020
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |||
Pre-Effective Amendment No. | ☐ | |||
Post-Effective Amendment No. | ☐ |
TRANSAMERICA FUNDS
(Exact Name of Registrant as Specified in Charter)
1801 California Street, Suite 5200
Denver, CO 80202
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, including Area Code: 1-888-233-4339
Erin D. Nelson, Esq.,
1801 California Street, Suite 5200
Denver, CO 80202
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective.
Title of Securities Being Registered: (i) Class A, Class C and Class I shares of beneficial interest, no par value, of Transamerica Multi-Asset Income.
It is proposed that this filing will become effective on December 4, 2020 pursuant to Rule 488 under the Securities Act of 1933.
No filing fee is required because an indefinite number of shares has previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
The information in this Proxy Statement/Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Proxy Statement/Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED [ ], 2020
COMBINED PROXY STATEMENT
OF
TRANSAMERICA FUNDS
on behalf of its Series:
TRANSAMERICA DYNAMIC INCOME
AND
PROSPECTUS
OF
TRANSAMERICA FUNDS
on behalf of its Series:
TRANSAMERICA MULTI-ASSET INCOME
The address and telephone number of each Fund is:
1801 California Street, Suite 5200
Denver, Colorado 80202
(Toll free) 1-888-233-4339
TRANSAMERICA FUNDS
1801 California Street, Suite 5200
Denver, Colorado 80202
(Toll free) l-888-233-4339
[ ], 2020
Dear Shareholder:
You are being asked to vote on the proposed reorganization of your fund, Transamerica Dynamic Income (the Target Fund) into Transamerica Multi-Asset Income (the Destination Fund), each a separate series of Transamerica Funds (the Trust). Detailed information about the proposal is contained in the enclosed combined Proxy Statement/Prospectus.
The Board of Trustees of the Trust has called a special meeting of shareholders of your fund (Special Meeting) to be held as a virtual meeting on February 5, 2021 at 10:00 a.m. Mountain Time, to consider and vote on an Agreement and Plan of Reorganization pursuant to which your fund would reorganize into the Destination Fund. In light of public health concerns regarding the ongoing coronavirus (COVID-19) pandemic, and taking into account related orders and guidance issued by federal, state and local governmental bodies, the officers of the Trust have determined that the Special Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. To attend, vote, and submit any questions at the Special Meeting, please register at https://www.viewproxy.com/Transamerica/broadridgevsm/.
We have enclosed the Proxy Statement/Prospectus seeking shareholder approval of the proposed reorganization. As a Target Fund shareholder, you have the right to vote on shares of the Target Fund that you own, if your voting instructions are properly submitted on your proxy card and received prior to the Special Meeting.
After careful consideration, the Trusts Board unanimously approved the proposed reorganization, and recommends that shareholders of the Target Fund vote FOR the proposal. Target Fund shareholders are now being asked to approve the proposed reorganization. Shareholders of record of the Target Fund as of the close of business on December 8, 2020 are entitled to vote at the Special Meeting and any adjournments or postponements thereof.
Your vote is very important regardless of the number of shares you own. Please read the Proxy Statement/Prospectus and cast your vote promptly. To cast your vote, follow the instructions on the enclosed proxy card to vote by telephone or on the internet or complete, sign and return the proxy card in the enclosed postage-paid envelope.
If you have any questions, please call 1-888-233-4339 between 8 a.m. and 7 p.m., Eastern Time, Monday through Friday. Thank you for your investment in the Transamerica funds.
Sincerely, |
/s/ Marijn P. Smit |
Chairman of the Board, President and Chief Executive Officer |
TRANSAMERICA FUNDS
1801 California Street, Suite 5200
Denver, Colorado 80202
(Toll free) l-888-233-4339
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Scheduled to be Held Virtually on February 5, 2021
A special meeting of shareholders of Transamerica Dynamic Income (the Special Meeting) will be held as a virtual meeting on February 5, 2021 at 10:00 a.m., Mountain Time, to consider and vote on the following proposals, as more fully described in the accompanying combined Proxy Statement/Prospectus:
PROPOSAL I: | To approve an Agreement and Plan of Reorganization, providing for (i) the acquisition of all of the assets of Transamerica Dynamic Income by Transamerica Multi-Asset Income, in exchange for shares of Transamerica Multi-Asset Income to be distributed to the shareholders of Transamerica Dynamic Income and the assumption of all of the liabilities of Transamerica Dynamic Income by Transamerica Multi-Asset Income, and (ii) the subsequent liquidation of Transamerica Dynamic Income; and | |
PROPOSAL II: | Any other business that may properly come before the Special Meeting. |
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSED REORGANIZATION OF TRANSAMERICA DYNAMIC INCOME INTO TRANSAMERICA MULTI-ASSET INCOME.
Shareholders of record of your fund at the close of business on December 8, 2020 are entitled to vote at the Special Meeting and any adjournments or postponements thereof.
PLEASE NOTE: In light of public health concerns regarding the ongoing coronavirus (COVID-19) pandemic, and taking into account related orders and guidance issued by federal, state and local governmental bodies, the officers of Transamerica Funds have determined that the Special Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. To attend, vote, and submit any questions at the Special Meeting, please register at https://www.viewproxy.com/Transamerica/broadridgevsm/.
By Order of the Board of Trustees, |
/s/ Erin D. Nelson |
Secretary and Chief Legal Officer |
Denver, Colorado
[ ], 2020
If shareholders do not return their proxies in sufficient numbers, your fund may be required to make additional solicitations.
COMBINED PROXY STATEMENT
OF
TRANSAMERICA FUNDS
on behalf of its Series:
TRANSAMERICA DYNAMIC INCOME
(the Target Fund)
AND
PROSPECTUS
OF
TRANSAMERICA FUNDS
on behalf of its Series:
TRANSAMERICA MULTI-ASSET INCOME
(the Destination Fund)
The address and telephone number of each Fund is:
1801 California Street, Suite 5200
Denver, CO 80202
(Toll free) 1-888-233-4339
Shares of the Destination Fund 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 the 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. You may lose money by investing in the Funds.
This Proxy Statement/Prospectus sets forth information about the Destination Fund that a shareholder ought to know before investing. Please read this Proxy Statement/Prospectus carefully before investing and keep it for future reference.
INTRODUCTION
This combined proxy statement and prospectus, dated [ ], 2020 (the Proxy Statement/Prospectus), is being furnished in connection with the solicitation of proxies to be used at a special virtual meeting (the Special Meeting) of shareholders of Transamerica Dynamic Income (the Target Fund) related to the proposed Agreement and Plan of Reorganization that provides for the reorganization of the Target Fund into Transamerica Multi-Asset Income (the Destination Fund) (the Reorganization). The Special meeting will be held as a virtual meeting on February 5, 2021 at 10:00 a.m., Mountain Time. This Proxy Statement/Prospectus is being mailed to shareholders of the Target Fund on or about [December 24, 2020].
The Target Fund and the Destination Fund are each separate series of Transamerica Funds, an open-end management investment company organized as a Delaware statutory trust.
The Board of Trustees of Transamerica Funds (the Board or the Trustees) has determined that the Reorganization is in the best interests of the Target Fund and the Destination Fund and will not dilute the interests of the existing shareholders of either Fund. A copy of the form of Agreement and Plan of Reorganization (the Plan) for the Reorganization is attached to this Proxy Statement/Prospectus as Exhibit A.
This Proxy Statement/Prospectus contains information you should know before casting your vote on the Reorganization.
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You are entitled to vote at the Special Meeting of the Target Fund if you are a shareholder as of the close of business on December 8, 2020 (the Record Date).
PLEASE NOTE: The Special Meeting will be held virtually over the internet. To attend, vote, and submit any questions at the Special Meeting, please register at https://www.viewproxy.com/Transamerica/broadridgevsm/.
In order for beneficial owners of shares registered in the name of a broker, bank, or other nominee to attend, participate, and vote at the virtual Special Meeting, you must first obtain a legal proxy from the relevant broker, bank, or other nominee and then register your attendance ahead of the Special Meeting at https://www.viewproxy.com/Transamerica/broadridgevsm/.
Please read this Proxy Statement/Prospectus, including Exhibit A, carefully.
The date of this Proxy Statement/Prospectus is [ ], 2020
For more complete information about each Fund, please read the Funds prospectuses and statement of additional information, as they may be amended and/or supplemented. Each Funds prospectuses 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.
Where to Get More Information |
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Each Funds current prospectuses and statement of additional information, including any applicable supplements thereto. | On file with the SEC (http://www.sec.gov) (File Nos. 033-02659 and 811-04556) and available at no charge by calling the Funds toll-free number: 1-888-233-4339 or visiting the Funds website at https://www.transamerica.com/individual/products/mutual-funds/prospectus/. | |
Each Funds most recent annual and semiannual reports to holders. | On file with the SEC (http://www.sec.gov) (File No. 811-04556) and available at no charge by calling the Funds toll-free number: 1-888-233-4339 or by visiting the Funds website at https://www.transamerica.com/individual/products/mutual-funds/prospectus/. | |
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A statement of additional information for this Proxy Statement/Prospectus, dated [ ], 2020 (the SAI). The SAI contains additional information about the Target Fund and the Destination Fund. | On file with the SEC (http://www.sec.gov) (File No. ____) and available at no charge by calling the Funds toll-free number: 1-888-233-4339. The SAI is incorporated by reference into this Proxy Statement/Prospectus. | |
|
||
To ask questions about this Proxy Statement/Prospectus. | Call the following toll-free telephone number: 1-888-233-4339. |
The Target Funds prospectus, dated March 1, 2020, as supplemented, and statement of additional information dated March 1, 2020, as amended and restated on July 31, 2020, as supplemented (File Nos. 033-02659 and 811-04556), are incorporated by reference into this Proxy Statement/Prospectus.
The Funds Annual Report to shareholders, dated October 31, 2019, and Semi-Annual Report to shareholders dated April 30, 2020 (File No 811-04556), are incorporated by reference into this Proxy Statement/Prospectus.
2
3
For your convenience, we have provided a brief overview of the proposed Reorganization. Additional information is contained elsewhere in this Proxy Statement/Prospectus and the Agreement and Plan of Reorganization relating to the 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 the Destination Funds prospectus (please see Where to Get More Information above for instructions on where to find this prospectus) carefully for more complete information.
How Will the Reorganization Work?
| The Target Fund will transfer all of its property and assets to the Destination Fund. In exchange, the Destination Fund will assume all of the liabilities of the Target Fund and issue shares, as described below. |
| The Destination Fund will issue a number of its Class A, Class C and Class I shares to the applicable class of the Target 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 such Target Funds corresponding classes of shares, respectively. Each Fund has registered Class T2 shares, but neither Fund currently offers Class T2 shares. The Destination Fund also offers Class I2 shares. This Proxy Statement/Prospectus relates only to the Class A, Class C and Class I shares to be issued in the Reorganization. |
| Shares of Class A, Class C and Class I of the Destination Fund corresponding to Class A, Class C and Class I shares of the Target Fund will then be distributed on the Closing Date to the Target Funds shareholders in complete liquidation of the Target Fund in proportion to the relative net asset value of each shareholders holdings of Class A, Class C and Class I shares of the Target Fund. Therefore, on the Closing Date, upon completion of the Reorganization, a Target Fund shareholder will hold shares of the Destination Fund corresponding in class to, and having the same aggregate net asset value as the Target Fund shares held by that shareholder immediately prior to the Reorganization. The net asset value attributable to Class A, Class C and Class I shares of the Target Fund will be determined using the Target Funds valuation policies and procedures and the net asset value attributable to Class A, Class C and Class I shares of the Destination Fund will be determined using the Destination Funds valuation policies and procedures. The assets of the Target Fund and Destination Fund are valued using the same valuation policies and procedures. |
| The Target Fund will be terminated after the Closing Date. |
| No sales load, contingent deferred sales charge, commission, redemption fee or other transactional fee will be charged as a result of the Reorganization. Following the Reorganization, shareholders of the Target Fund will be subject to the fees and expenses of the Destination Fund. Please see Why did the Trustees Approve the Reorganization? and How do the Target Fund and the Destination Fund compare? below for a further discussion of fees and expenses. |
| Following the Reorganization, (i) Transamerica Asset Management, Inc. (TAM) will continue to act as investment manager to the Destination Fund; and (ii) Thompson, Siegel & Walmsley LLC (TSW) will continue to act as sub-adviser to the Destination Fund. |
| The exchange of Target Fund shares for Destination Fund shares in the Reorganization is not expected to result in income, gain or loss being recognized for federal income tax purposes by an exchanging shareholder. The Reorganization generally is not expected to result in the recognition of gain or loss for federal income tax purposes by the Target Fund or Destination Fund. Please see What are the Federal Income Tax Consequences of the Reorganization? below for a further discussion of the tax consequences. |
Why did the Trustees Approve the Reorganization?
The Board of the Target Fund, including all of the Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended, (the 1940 Act)) of the Funds, TAM or Transamerica Capital, Inc. (TCI), the Funds distributor, (the Independent Trustees), after careful consideration, has determined that the Reorganization is in the best interests of the Target Fund and will not dilute the interests of the existing shareholders of the Target Fund. The Board also serves as the Board of the Destination Fund. The Board, including all of the Independent Trustees, also approved the Reorganization with respect to the Destination Fund. The Board determined that the Reorganization is in the best interests of the Destination Fund and that the interests of the Destination Funds shareholders will not be diluted as a result of the Reorganization.
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While the Target Fund is a fund of funds and primarily utilizes exchange-traded funds (ETFs) as underlying investments, and the Destination Fund is a fund of securities that generally invests in a mix of common stock, preferred stock and fixed income securities with the ability to invest in ETFs, TAM views the Funds as compatible because the Target Fund and the Destination Fund both pursue similar income-focused investment objectives. In approving the Reorganization, the Board considered, among other things, (i) that both the Target Fund and the Destination Fund pursue similar investment objectives, (ii) that the Target Fund has very low assets and lacks sufficient scale to be viable and the Destination Fund has better prospects for growth, (iii) that the larger combined asset base resulting from the Reorganization will offer the potential for greater operating efficiencies and economies of scale in the combined Destination Fund, including the potential for lower expense ratios, the ability to effect larger portfolio transactions, and the ability to spread fixed costs over a larger asset base, (iv) that the Reorganization would streamline the Transamerica product line, strengthening TAMs ability to pursue investment and marketing opportunities, (v) that while the management fee of the Destination Fund is higher than that of the Target Fund, Target Fund shareholders are expected to experience lower total expenses following the Reorganization, and (vi) that TAM has agreed to reimburse all acquired fund fees and expenses of the combined Destination Fund through March 1, 2022. In addition, the Board considered that contractual arrangements have been made with TAM to waive fees and/or reimburse fund expenses of each class of the Destination Fund through March 1, 2022, subject to certain exclusions. Fund expenses may be higher following the expiration of these expense limitation arrangements. Please see Reasons for the Proposed Reorganization for additional information regarding the Boards considerations.
How do the Target Fund and the Destination Fund compare?
There are similarities between the Funds, as well as certain differences, including:
| Investment Manager, Sub-Advisers and Portfolio Managers. Each Fund is managed by TAM. QS Investors, LLC (QS) serves as the sub-adviser to the Target Fund. Lisa Wang, CFA, and Thomas Picciochi are portfolio managers responsible for the day-to-day management of the Target Fund. TSW serves as the sub-adviser to the Destination Fund. William M. Bellamy, CFA, is the portfolio manager responsible for the day-to-day management of the Destination Fund. The analytical tools, techniques and investment selection process used by TSW in sub-advising the Destination Fund differ from those used by QS in sub-advising the Target Fund. |
| Investment Objective. Both Funds pursue similar income-focused investment objectives. The Target Funds investment objective seeks high current income as the primary objective with capital appreciation as a secondary objective and the Destination Funds investment objective seeks current income while providing long-term capital appreciation. |
| Investment Strategy. The Target Fund is a fund of funds and primarily utilizes ETFs as underlying investments, whereas the Destination Fund is a fund of securities that invests in a mix of common stock, preferred stock and fixed income securities with the ability to invest in ETFs. The Target Funds sub-adviser utilizes a dynamic optimization approach that seeks to maximize current income though the use of a proprietary quantitative model. The dynamic optimization approach periodically reallocates the Target Funds assets in an effort to maximize income, within the context of the level of risk taken. Under normal circumstances, the Target Funds equity allocation will generally vary between approximately 30% and 35% of its net assets. The equity allocation normally involves a combination of domestic and non-U.S. ETFs, consisting of any mixture of large, medium and small-cap styles and pursuing growth or value strategies. The allocation to non-U.S. equity ETFs will generally not exceed more than 18% of the total net assets of the Target Fund. The allocation to bond ETFs (which may include domestic and non-U.S. government, corporate, high yield and structured bonds, including emerging markets) will generally vary between approximately 65% and 70% of net assets. The sum of the allocation to high yield (commonly known as junk bonds) and emerging market fixed income asset classes will generally not exceed 60% of the Target Funds net assets. The funds allocation to non-U.S. fixed income ETFs will generally not exceed 35% of the net assets of the Target Fund. |
The Destination Funds sub-adviser employs an active strategy that normally seeks to invest in a range of securities, including primarily U.S. stocks with market capitalizations in excess of $3 billion, preferred stocks, and income producing fixed income securities. The Destination Fund may also invest in ETFs. Under normal market conditions, the Destination Fund invests in a diversified portfolio of credit and equity securities and may shift its investments from one asset class to another in order to achieve its income objective. The sub-adviser employs a strategic approach to asset allocation and uses a bottom-up fundamental investment approach to security selection. The Destination Funds portfolio is generally expected to be a mix of 40% in common stock, 20% in preferred stock and 40% in fixed income securities. Depending on market factors, these allocations may range from approximately 20% to 60% for common stock, 0% to 40% for preferred stock and 20% to 60% for fixed income securities. The Destination Funds equity securities generally consist primarily of common stocks. Debt securities generally include primarily high yield bonds (also known as junk bonds), although the Destination Fund may hold other fixed income securities including various fixed, floating and variable rate instruments, secured and unsecured bonds, bonds convertible into common stock, senior floating rate and term loans, debentures, shorter term instruments and closed-end funds. The Destination Fund may invest all of its fixed income allocation in below investment grade securities. The Destination Fund may invest up to 25% of its assets in foreign securities, either directly or through depositary receipts.
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| Fundamental Investment Policies. The Target Fund and the Destination Fund have identical fundamental investment policies. |
| Principal Risks. The Target Fund and the Destination Fund are subject to a number of common principal risks, including active trading, counterparty, credit, currency, equity securities, extension, fixed-income securities, foreign investments, growth stocks, high-yield debt securities, interest rate, liquidity, management, market, medium capitalization companies, prepayment or call, small capitalization companies, underlying exchange-traded funds, valuation and value investing risk. An investment in the Target Fund is also subject to allocation, asset class variation, derivatives, emerging markets, focused investing, leveraging, model and data, mortgage-related and asset-backed securities, real estate securities, REITs, sovereign debt, structured instruments, tactical and strategic asset allocation and U.S. Government and agency obligations risk. An investment in the Destination Fund is also subject to convertible securities, depositary receipts, investment companies, investments by affiliated funds and unaffiliated funds, large capitalization companies, loans and preferred stock risk. |
| Performance. The Destination Fund has outperformed the Target Fund over year-to-date 1-, 3- and 5- year periods as of July 31, 2020. The Destination Fund has exhibited a modestly higher risk profile as measured by standard deviation over those same periods. Standard deviation measures how much a funds return varies over an extended period of time. A higher standard deviation indicates a wider variation of past returns and thus greater historical volatility. |
| Management Fee and Total Operating Expenses. The management fee schedule payable by the Destination Fund is higher than the management fee schedule currently payable by the Target Fund. While the Destination Fund has a higher management fee schedule than the Target Fund, the total expense ratios of the combined Destination Fund are expected to be lower than the total expense ratios of the Target Fund for all share classes. Please see The Funds Fees and Expenses for the Destination Funds current management fee schedule. |
| Expense Limitation Arrangements. For the Target Fund, contractual arrangements have been made with TAM through March 1, 2021 to waive fees and/or reimburse fund expenses to the extent that total annual fund operating expenses exceed 0.92% for Class A shares, 1.67% for Class C shares and 0.67% for Class I shares, subject to certain exclusions. |
For the Destination Fund, contractual arrangements have been made with TAM through March 1, 2022 to waive fees and/or reimburse fund expenses to the extent that total annual fund operating expenses exceed 1.20% for Class A shares, 1.95% for Class C shares and 0.72% for Class I shares, subject to certain exclusions. In addition, subject to and upon the closing of the Reorganization, TAM would contractually agree to reimburse acquired fund fees and expenses for the combined Destination Fund through March 1, 2022.
Fund expenses may be higher following the expiration of these expense limitation arrangements.
Who Bears the Expenses Associated with the Reorganization?
It is anticipated that the total cost of preparing, printing and mailing this Proxy Statement/Prospectus and the solicitation costs (including the fees and expenses of Broadridge Financial Solutions, Inc. (Broadridge), the proxy solicitor), will be approximately $50,000. TSW has agreed to pay $25,000 of these costs. The costs of the Reorganization in excess of $25,000 will be borne by TAM.
What are the Federal Income Tax Consequences of the Reorganization?
As a condition to the closing of the Reorganization, the Target Fund and Destination Fund must receive an opinion of Morgan, Lewis & Bockius 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 the Destination Fund nor, in general, the Target Fund will recognize gain or loss as a direct result of the Reorganization of the 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 and avoid fund-level taxes, the Target Fund will declare and pay a distribution to its shareholders shortly before the Reorganization that, together with all previous dividends for the taxable year, is intended to have the effect of distributing all of its net capital gain (taking into account available capital loss carryforwards), if any, all of its investment company taxable income (computed without regard to the dividends-paid deduction), if any, and all of its net tax-exempt income, if any, for the taxable year ending on the Closing Date. If you hold shares in the Target Fund when it makes such a distribution, the distribution may change the amount, timing and character of taxable income that you realize in respect of your Target Fund shares as compared to the amount, timing and character of income you would have realized had the Reorganization not occurred. The Destination Fund may make a comparable distribution to its shareholders shortly before the Reorganization. In addition, following the Reorganization, the Destination Fund will declare and pay to its shareholders, for the taxable year in which the Reorganization occurs, a distribution of any remaining income and gains from such taxable year. All such distributions generally will be taxable to shareholders. For more information, see Tax Status of the Reorganization in this this Proxy Statement/Prospectus.
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What happens if the Reorganization is not approved?
If the required shareholder approval of the Target Fund is not obtained, the Special Meeting may be adjourned as more fully described in this Proxy Statement/Prospectus. If the Target Funds Reorganization is not approved, you will remain a shareholder of the Target Fund, and the Board of the Target Fund will consider what further action may be appropriate, which may include re-soliciting shareholders to approve the proposal.
Who is eligible to vote?
Shareholders of record of the Target Fund at the close of business on the Record Date are entitled to attend and vote at the Special Meeting of the Target Fund or any adjournment or postponement thereof. Shareholders of the Target Fund, regardless of the class of shares held, will vote together as a single class. Each whole share (or fractional share) of the Target Fund shall entitle the holder thereof to a number of votes equal to the net asset value of the share (or fractional share) in United States dollars determined as of the close of business on the Record Date. Shares represented by properly executed proxies, unless revoked before or at the Special Meeting, will be voted according to a shareholders instructions. If you sign a proxy but do not fill in a vote, your shares will not be voted to approve the Reorganization. If any other business comes before the Special Meeting, your shares will be voted at the discretion of the persons named as proxies.
How do I vote my interests?
You can vote by telephone by calling the toll-free number on the enclosed proxy card or by computer by going to the internet address provided on the proxy card and following the instructions, using your proxy card as a guide. Alternatively, you can vote your shares by signing and dating the enclosed proxy card, and mailing it in the enclosed postage-paid envelope.
You can also virtually attend the Special Meeting as described below. However, even if you intend to do so, we encourage you to vote by one of the methods described above.
When and where will the Special Meeting be held?
The Special Meeting will be held as a virtual meeting on February 5, 2021, at 10 a.m. (Mountain Time). In light of public health concerns regarding the ongoing coronavirus (COVID-19) pandemic, and taking into account related orders and guidance issued by federal, state and local governmental bodies, the officers of the Trust have determined that the Special Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. The details on how to participate in the virtual Special Meeting are included in this Proxy Statement/Prospectus.
Who do I call if I have questions?
If you need more information or have any questions about the proposals, please call the Trust toll-free at 1-888-233-4339. If you have any questions about voting, please call the Funds proxy solicitor, Broadridge, at 1-833-670-0692.
It is important that you vote promptly.
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PROPOSAL I APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION
TRANSAMERICA DYNAMIC INCOME
(the Target Fund)
TRANSAMERICA MULTI-ASSET INCOME
(the Destination Fund)
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 the Agreement and Plan of Reorganization later in this Proxy Statement/Prospectus, after the discussion of the Reorganization.
The proposed Reorganization is subject to approval by shareholders of the Target Fund.
In the Reorganization (assuming shareholder approval), the Destination Fund will issue a number of its Class A, Class C and Class I, as applicable, to the Target Fund having an aggregate net asset value equal to the aggregate net asset value of the Target Funds Class A, Class C and Class I, respectively.
Both the Target Fund and the Destination Fund are managed by TAM. The Target Fund is sub-advised by QS and the Destination Fund is sub-advised by TSW. The Target Fund and the Destination Fund have similar principal investment strategies and policies, and related risks. The tables below provide a comparison of certain features of the 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 Dynamic Income
and Transamerica Multi-Asset Income
Target Fund Transamerica Dynamic Income |
Destination Fund Transamerica Multi-Asset Income | |||
Investment objective | Seeks high current income as the primary objective with capital appreciation as a secondary objective. | Seeks current income while providing long-term capital appreciation. | ||
Principal investment strategies | The funds sub-adviser, QS Investors, LLC (the sub-adviser), seeks to achieve the funds objective by investing primarily in a combination of underlying exchange-traded funds (ETFs).
The sub-adviser utilizes a dynamic optimization approach that seeks to maximize current income though the use of a proprietary quantitative model. The dynamic optimization approach periodically reallocates the portfolios assets in an effort to maximize income, within the context of the level of risk taken. The model is used as a tool by the sub-adviser in seeking to achieve the funds objective, however the sub-adviser has the ability to use discretion throughout the portfolio implementation process.
The sub-advisers asset allocation strategy involves making adjustments to the funds asset mix, utilizing among other things the sub-advisers research on various risk and income considerations, in an effort to maximize yields relative to risks as market and economic conditions change. The sub-advisers selections of individual ETFs in a given asset class may be driven by income, risk, diversification, liquidity, fees, or other investment considerations. |
The funds sub-adviser, Thompson, Siegel & Walmsley LLC (the sub-adviser), deploys an active strategy that normally seeks to invest in a range of securities, including primarily U.S. stocks with market capitalizations in excess of $3 billion, preferred stocks, and income producing fixed income securities. Under normal market conditions, the fund invests in a diversified portfolio of credit and equity securities and may shift its investments from one asset class to another in order to achieve the funds income objective.
The sub-adviser employs a strategic approach to asset allocation and uses a bottom-up fundamental investment approach to security selection. The sub-adviser expects to invest the funds portfolio in a mix of common stock, preferred stock and fixed income securities, targeting allocations of 40%, 20% and 40%, respectively for these security types. Depending on market factors, these allocations may range from approximately 20% to 60% for common stock, 0% to 40% for preferred stock and 20% to 60% for fixed income securities. |
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Target Fund Transamerica Dynamic Income |
Destination Fund Transamerica Multi-Asset Income | |||
Under normal circumstances, the funds equity allocation will generally vary between approximately 30% and 35% of its net assets. The equity allocation normally involves a combination of domestic and non-U.S. ETFs, consisting of any mixture of large, medium and small-cap styles and pursuing growth or value strategies. The funds allocation to non-U.S. equity ETFs will generally not exceed more than 18% of the total net assets of the fund. The funds allocation to bond ETFs (which may include domestic and non-U.S. government, corporate, high yield and structured bonds, including emerging markets) will generally vary between approximately 65% and 70% of net assets. The sum of the funds allocation to high yield (commonly known as junk bonds) and emerging market fixed income asset classes will generally not exceed 60% of the funds net assets. The funds allocation to non-U.S. fixed income ETFs will generally not exceed 35% of the net assets of the fund.
The sub-adviser dynamically rebalances assets on a monthly basis and rotates the funds assets semi-annually, or as needed dependent upon market conditions, among various asset classes in an effort to take advantage of changing conditions that the sub-adviser believes favor one asset class over another. Based on the analysis of risk and income characteristics, the sub-adviser will increase the allocation to the asset classes that the sub-adviser believes have a higher probability of contributing to a higher yield at a reasonable risk level. The investment process incorporates a limit of 20% to any single ETF and also employs diversification measures in an effort to ensure the fund includes exposure to multiple asset classes.
The sub-adviser uses a largely quantitative process to seek an income focused portfolio that has a high yield and corresponds to a desired risk level. As part of the investment process, the sub-adviser defines a universe of ETFs that generate regular income and then estimates the yield on each ETF. The sub-adviser incorporates various inputs focused on income and risk into the model and includes constraints and metrics that limit asset class exposures to ensure portfolio diversification. The sub-adviser may exercise its judgment in managing the fund and may, in its discretion, adjust, change, or even disregard the quantitative model at any time. The desired output of the process is a well-diversified income portfolio. |
The equity securities in which the fund invests consist primarily of common stocks. Debt securities in which the fund invests include primarily high yield bonds (also known as junk bonds), although the fund may hold other fixed income securities including various fixed, floating and variable rate instruments, secured and unsecured bonds, bonds convertible into common stock, senior floating rate and term loans, debentures, shorter term instruments and closed-end funds. The fund may invest all of its fixed income allocation in securities that are rated below investment grade.
The fund may invest in securities of any maturity and does not have a target average duration. The fund maintains the flexibility to invest in securities of companies from a variety of sectors, but from time to time, based on economic conditions, the fund may have significant investments in particular sectors. The fund may also invest up to 25% of its assets in foreign securities, either directly or through depositary receipts. The fund may also invest in exchange-traded funds (ETFs). |
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Target Fund Transamerica Dynamic Income |
Destination Fund Transamerica Multi-Asset Income | |||
It is the funds goal to pay a monthly dividend that is generally consistent in amount based on current market conditions, including current interest rates. The dividend will be calculated based on estimates of expected dividends from the funds holdings. Actual dividends received by the fund may vary from the estimates, and subsequent monthly dividends will be adjusted accordingly.
Each underlying ETF has its own investment objective, principal investment strategies and investment risks. It is not possible to predict the extent to which the fund will be invested in a particular underlying ETF at any time. The fund may be a significant shareholder in certain underlying ETFs. The sub-adviser may change the funds asset allocations and underlying ETFs at any time without investor approval and without notice to investors. |
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Investment manager | TAM | |||
Sub-adviser | QS Investors, LLC | Thompson, Siegel & Walmsley LLC | ||
Portfolio Managers | Lisa Wang, CFA, Portfolio Manager since 2019 Thomas Picciochi, Portfolio Manager since 2015 |
William M. Bellamy, CFA, Portfolio Manager since 2014 | ||
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 Funds. | ||||
Net assets (as of July 31, 2020) | $128.3 million | $262.7 million |
Classes of Shares, Fees and Expenses
Target Fund Transamerica Dynamic Income |
Destination Fund Transamerica Multi-Asset Income | |||
Class A sales charges and fees | Class A shares are offered with an initial sales charge of 5.50% and are not subject to a contingent deferred sales charge. Class A shares can have up to a maximum Rule 12b-1 fee equal to an annual rate of 0.25% (expressed as a percentage of average daily net assets of the Fund), 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. | |||
Class C sales charges and fees | Class C shares are offered without an initial sales charge and are subject to a contingent deferred sales charge of 1.00% if shares are redeemed during the first 12 months. Class C shares have a maximum Rule 12b-1 fee equal to an annual rate of 1.00% (expressed as a percentage of average daily net assets of the Fund), 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. | |||
Class I sales charges and fees | Class I shares are offered without an initial sales charge and are not subject to a contingent deferred sales charge or a Rule 12b-1 fee. |
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Target Fund Transamerica Dynamic Income |
Destination Fund Transamerica Multi-Asset Income | |||
Management fees | TAM receives compensation, calculated daily and paid monthly, from the Target Fund at an annual rate (expressed as a specified percentage of the Funds average daily net assets) of 0.50% of the first $500 million; 0.49% over $500 million up to $1 billion; 0.48% over $1 billion up to $1.5 billion; 0.47% over $1.5 billion up to $2 billion; 0.46% over $2 billion up to $2.5 billion; and 0.45% in excess of $2.5 billion.
For the fiscal year ended October 31, 2019, the Target Fund paid management fees of 0.43% of the Funds average daily net assets. |
TAM receives compensation, calculated daily and paid monthly, from the Destination Fund at an annual rate (expressed as a specified percentage of the Funds average daily net assets) of 0.574% of the first $500 million; 0.57% over $500 million up to $1 billion; 0.545% over $1 billion up to $1.5 billion; 0.535% over $1.5 billion up to $2 billion; and 0.515% in excess of $2 billion.
For the fiscal year ended October 31, 2019, the Destination Fund paid management fees of 0.61% of the Funds average daily net assets. | ||
Fee waiver and expense limitations | Contractual arrangements have been made with the funds investment manager, TAM, through March 1, 2021 to waive fees and/or reimburse fund expenses to the extent that total annual fund operating expenses exceed 0.92% for Class A shares, 1.67% for Class C shares and 0.67% for Class I shares, excluding, as applicable, acquired fund fees and expenses, interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, extraordinary expenses and other expenses not incurred in the ordinary course of the funds business. These arrangements cannot be terminated prior to March 1, 2021 without the Board of Trustees consent. TAM is permitted to recapture amounts waived and/or reimbursed to a class during any of the 36 months from the date on which TAM waived fees and/or reimbursed expenses for the class. A class may reimburse TAM only if such reimbursement does not cause, on any particular business day of the fund, the class total annual operating expenses (after the reimbursement is taken into account) to exceed the applicable limits described above or any other lower limit then in effect.
Fund expenses may be higher following the expiration of these expense limitation arrangements. |
Contractual arrangements have been made with the funds investment manager, TAM, through March 1, 2022 to waive fees and/or reimburse fund expenses to the extent that total annual fund operating expenses exceed 1.20% for Class A shares, 1.95% for Class C shares and 0.72% for Class I shares, excluding, as applicable, acquired fund fees and expenses, interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, extraordinary expenses and other expenses not incurred in the ordinary course of the funds business. These arrangements cannot be terminated prior to March 1, 2022 without the Board of Trustees consent. TAM is permitted to recapture amounts waived and/or reimbursed to a class during any of the 36 months from the date on which TAM waived fees and/or reimbursed expenses for the class. A class may reimburse TAM only if such reimbursement does not cause, on any particular business day of the fund, the class total annual operating expenses (after the reimbursement is taken into account) to exceed the applicable limits described above or any other lower limit then in effect.
Subject to and upon closing of the Reorganization, TAM would contractually agree to reimburse acquired fund fees and expenses through March 1, 2022. Fund expenses may be higher following the expiration of these expense limitation arrangements. | ||
For a comparison of the gross and net expenses of the Funds, please see the class fee tables in The Funds Fees and Expenses below. |
Comparison of Principal Risks of Investing in the Funds
The Funds are subject to certain 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. You should carefully assess the risks associated with an investment in the Funds.
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The following is a description of certain key principal risks of investing in each Fund. Additional principal risks of the Funds are discussed later in this section.
| Market The market prices of the funds securities may go up or down, sometimes rapidly or unpredictably, due to general market conditions, such as overall economic trends or events, government actions or interventions, market disruptions caused by trade disputes or other factors, political factors or adverse investor sentiment. The market prices of securities also may go down due to events or conditions that affect particular sectors, industries or issuers. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. If the market prices of the securities owned by the fund fall, the value of your investment will go down. The fund may experience a substantial or complete loss on any individual security. |
Economies and financial markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, terrorism, technology and data interruptions, natural disasters, and other circumstances in one or more countries or regions could be highly disruptive to, and have profound impacts on, global economies or markets. The COVID-19 pandemic has caused substantial market disruption and dislocation around the world including the U.S. During periods of market disruption, which may trigger trading halts, the funds exposure to the risks described elsewhere in this summary will likely increase. As a result, whether or not the fund invests in securities of issuers located in or with significant exposure to the countries directly affected, the value and liquidity of the funds investments may be negatively affected.
| Equity Securities Equity securities represent an ownership interest in an issuer, rank junior in a companys capital structure and consequently may entail greater risk of loss than debt securities. Equity securities include common and preferred stocks. Stock markets are volatile and the value of equity securities may go up or down sometimes rapidly and unpredictably. Equity securities may have greater price volatility than other asset classes, such as fixed income securities. The value of equity securities fluctuates based on changes in a companys financial condition, factors affecting a particular industry or industries, and overall market and economic conditions. If the market prices of the equity securities owned by the fund fall, the value of your investment in the fund will decline. If the fund holds equity securities in a company that becomes insolvent, the funds interests in the company will rank junior in priority to the interests of debtholders and general creditors of the company, and the fund may lose its entire investment in the company. |
| Interest Rate Interest rates in the U.S. and certain foreign markets have been low relative to historic levels. The fund faces a risk that interest rates may rise. The value of fixed income securities generally goes down when interest rates rise, and therefore the value of your investment in the fund may also go down. Debt securities have varying levels of sensitivity to changes in interest rates. A rise in rates tends to have a greater impact on the prices of longer term or duration securities. A significant or rapid rise in rates may result in losses. Changes in interest rates may affect the liquidity and value of the funds investments. A general rise in interest rates may cause investors to move out of fixed income securities on a large scale, which could adversely affect the price and liquidity of fixed income securities and could also result in increased redemptions from the fund. If the fund holds variable or floating rate securities, a decrease in interest rates will adversely affect the income received from such securities and the value of the funds shares. |
| Fixed-Income Securities Fixed-income securities are subject to risks including credit risk, interest rate risk, counterparty risk, prepayment risk, extension risk, valuation risk, and liquidity risk. The value of fixed-income securities may go up or down, sometimes rapidly and unpredictably, due to general market conditions, such as real or perceived adverse economic or political conditions, tariffs and trade disruptions, inflation, changes in interest rates, lack of liquidity in the bond markets or adverse investor sentiment. In addition, the value of a fixed-income security may decline if the issuer or other obligor of the security fails to pay principal and/or interest, otherwise defaults or has its credit rating downgraded or is perceived to be less creditworthy, or the credit quality or value of any underlying assets declines. If the value of fixed-income securities owned by the fund falls, the value of your investment will go down. The prices of fixed-income securities will generally go down when interest rates rise. Interest rates in the U.S. and certain foreign markets have been low relative to historic levels, so the fund faces a risk that interest rates may rise. A rise in rates tends to have a greater impact on the prices of longer term or duration securities. |
| Management The value of your investment may go down if the investment managers or sub-advisers judgments and decisions are incorrect or otherwise do not produce the desired results. You may also suffer losses if there are imperfections, errors or limitations in the quantitative, analytic or other tools, resources, information and data used, investment techniques applied, or the analyses employed or relied on, by the investment manager or sub-adviser, if such tools, resources, information or data are used incorrectly or otherwise do not work as intended, or if the investment managers or sub-advisers investment style is out of favor or otherwise fails to produce the desired results. The funds investment strategies may not work as intended or otherwise fail to produce the desired results. Any of these things could cause the fund to lose value or its results to lag relevant benchmarks or other funds with similar objectives. |
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The Target Fund is subject to the following additional key principal risks:
| Tactical and Strategic Asset Allocation The funds tactical asset allocation strategy involves making short-term adjustments to the funds asset mix, utilizing the sub-advisers research on various risk and return considerations, in an effort to optimize returns relative to risks as market and economic conditions change. The funds strategic asset allocation strategy is similar, but with a somewhat longer-term outlook. These strategies tend to produce higher turnover than those that adhere to a longer term outlook, which may result in higher transaction costs. These strategies may not work as intended. The fund may not achieve its objective and may not perform as well as other funds using other asset management strategies. |
| Model and Data If quantitative models, algorithms or calculations (whether proprietary and developed by the sub-adviser or supplied by third parties) (Models) or information or data supplied by third parties (Data) prove to be incorrect or incomplete, any decisions made, in whole or part, in reliance thereon expose the fund to additional risks. Models can be predictive in nature. The use of predictive Models has inherent risks. The success of relying on or otherwise using Models depends on a number of factors, including the validity, accuracy and completeness of the Models development, implementation and maintenance, the Models assumptions, factors, algorithms and methodologies, and the accuracy and reliability of the supplied historical or other Data. Models rely on, among other things, correct and complete Data inputs. If incorrect Data is entered into even a well-founded Model, the resulting information will be incorrect. However, even if Data is input correctly, Model prices may differ substantially from market prices, especially for securities with complex characteristics. Investments selected with the use of Models may perform differently than expected as a result of the design of the Model, inputs into the Model or other factors. There also can be no assurance that the use of Models will result in effective investment decisions for the fund. |
| Underlying Exchange-Traded Funds To the extent the fund invests its assets in underlying ETFs, its ability to achieve its investment objective will depend in part on the performance of the underlying ETFs in which it invests. Investing in underlying ETFs subjects the fund to the risks of investing in the underlying securities or assets held by those ETFs. Each of the underlying ETFs in which the fund may invest has its own investment risks, and those risks can affect the value of the underlying ETFs shares and therefore the value of the funds investments. There can be no assurance that the investment objective of any underlying ETF will be achieved. To the extent that the fund invests more of its assets in one underlying ETF than in another, the fund will have greater exposure to the risks of that underlying ETF. In addition, the fund will bear a pro rata portion of the operating expenses of the underlying ETFs in which it invests. |
Equity-based ETFs are subject to risks similar to those of stocks; fixed income-based ETFs are subject to risks similar to those of fixed-income securities. An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies. The price of an ETF can fluctuate up and down, and the fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to certain risks that do not apply to conventional funds, including: (i) the market price of an ETFs shares may be above or below the shares net asset value; (ii) during periods of market volatility, the share prices of ETFs may deviate significantly from their NAVs; (iii) an active trading market for an ETFs shares may not develop or be maintained; (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally, or trading in one or more of the ETFs underlying securities is halted, which could result in the ETF being more volatile; or (v) a limited number of institutions may act as authorized participants to create or redeem block-sized units of ETF shares. In the event substantial market or other disruptions affecting ETFs should occur in the future, the liquidity and value of the funds shares could also be substantially and adversely affected.
| Allocation The funds ability to achieve its investment objectives depends, in large part, upon the sub-advisers skill in determining the funds asset class allocation and reallocation from time to time, deciding whether and when to tactically overweight or underweight asset classes, creating and applying formulas for de-risking or ending de-risking and selecting a mix of underlying funds. These actions may be unsuccessful in maximizing return and/or avoiding investment losses. The value of your investment may decrease if the sub-advisers judgment about the attractiveness, value or market trends affecting a particular asset class, investment style, technique or strategy, underlying fund or other issuer is incorrect. The available underlying funds selected by the sub-adviser may underperform the market or similar funds. |
The Destination Fund is subject to the following additional key principal risks:
| High-Yield Debt Securities High-yield debt securities, commonly referred to as junk bonds, are securities that are rated below investment grade or, if unrated, determined to be below investment grade by the sub-adviser. Issuers of junk bonds are typically in weaker financial health. Changes in interest rates, the markets perception of the issuers, the creditworthiness of the issuers and negative perceptions of the junk bond market generally may significantly affect the value of these bonds. Junk bonds are considered speculative, have a higher risk of default, tend to be less liquid and may be more difficult to value than higher grade securities, and they may result in losses for the fund. Junk bonds tend to be volatile and more susceptible to adverse events, credit downgrades and negative sentiments. |
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| Preferred Stock Preferred stocks right to dividends and liquidation proceeds is junior to the rights of a companys debt securities. The value of preferred stock may be subject to factors that affect fixed income and equity securities, including changes in interest rates and in a companys creditworthiness. The value of preferred stock tends to vary more with fluctuations in the underlying common stock and less with fluctuations in interest rates and tends to exhibit greater volatility. Shareholders of preferred stock may suffer a loss of value if dividends are not paid and have limited voting rights. |
| Credit If an issuer or other obligor (such as a party providing insurance or other credit enhancement) of a security held by the fund or a counterparty to a financial contract with the fund is unable or unwilling to meet its financial obligations or is downgraded, or is perceived to be less creditworthy, or if the value of any underlying assets declines, the value of your investment will typically decline. A decline may be significant, particularly in certain market environments. In addition, the fund may incur costs and may be hindered or delayed in enforcing its rights against an issuer, obligor or counterparty. The degree of credit risk of a security or financial contract depends upon, among other things, the financial condition of the issuer and the terms of the security or contract. |
| Liquidity The fund may make investments that are illiquid or that become illiquid after purchase. Illiquid investments can be difficult to value, may trade at a discount from comparable, more liquid investments, and may be subject to wide fluctuations in value. As a general matter, a reduction in the willingness or ability of dealers and other institutional investors to make markets in fixed income securities may result in even less liquidity in certain markets. If the fund is forced to sell an illiquid investment to meet redemption requests or other cash needs, the fund may be forced to sell at a loss. The fund may not receive its proceeds from the sale of less liquid or illiquid securities for an extended period (for example, several weeks or even longer), and such sale may involve additional costs. Liquidity of particular investments, or even an entire market segment, can deteriorate rapidly, particularly during times of market turmoil, and those investments may be difficult or impossible for the fund to sell. This may prevent the fund from limiting losses. |
| Counterparty The fund will be subject to the risk that the counterparties to derivatives, repurchase agreements and other financial contracts entered into by the fund or held by special purpose or structured vehicles in which the fund invests will not fulfill their contractual obligations. Adverse changes to counterparties (including derivatives exchanges and clearinghouses) may cause the value of financial contracts to go down. If a counterparty becomes bankrupt or otherwise fails to perform its obligations, the value of your investment in the fund may decline. In addition, the fund may incur costs and may be hindered or delayed in enforcing its rights against a counterparty. |
| Extension When interest rates rise, repayments of fixed income securities, particularly asset- and mortgage-backed securities, may occur more slowly than anticipated, extending the effective duration of these fixed income securities at below market interest rates and causing their market prices to decline more than they would have declined due to the rise in interest rates alone. This may cause the funds share price to be more volatile or go down. |
| Prepayment or Call Many issuers have a right to prepay their fixed income securities. Issuers may be more likely to prepay their securities if interest rates fall. If this happens, the fund will not benefit from the rise in the market price of the securities that normally accompanies a decline in interest rates and will be forced to reinvest prepayment proceeds at a time when yields on securities available in the market are lower than the yield on prepaid securities. The fund may also lose any premium it paid on prepaid securities. |
Each Fund is subject to the following additional principal risks (in alphabetical order):
| Active Trading The fund may purchase and sell securities without regard to the length of time held. Active trading may have a negative impact on performance by increasing transaction costs and may generate greater amounts of net short-term capital gains, which, for shareholders holding shares in taxable accounts, would generally be subject to tax at ordinary income tax rates upon distribution. During periods of market volatility, active trading may be more pronounced. |
| Currency The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. U.S. dollar-denominated securities of foreign issuers may also be affected by currency risk, as the revenue earned by issuers of these securities may also be impacted by changes in the issuers local currency. Currency conversion costs and currency fluctuations could reduce or eliminate investment gains or add to investment losses. Currency exchange rates can be volatile and may fluctuate significantly over short periods of time, and are affected by factors such as general economic conditions, the actions of the U.S. and foreign governments or central banks, the imposition of currency controls, and speculation. A fund may be unable or may choose not to hedge its foreign currency exposure. |
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| Foreign Investments Investing in securities of foreign issuers or issuers with significant exposure to foreign markets involves additional risks. Foreign markets can be less liquid, less regulated, less transparent and more volatile than U.S. markets. The value of the funds foreign investments may decline because of factors affecting the particular issuer as well as foreign markets and issuers generally, such as unfavorable or unsuccessful government actions, reduction of government or central bank support, tariffs and trade disruptions, political or financial instability, social unrest or other adverse economic or political developments. Lack of information and weaker legal systems and accounting standards also may affect the value of these securities. Foreign investments may have lower liquidity and be more difficult to value than investments in U.S. issuers. |
| Growth Stocks Returns on growth stocks may not move in tandem with returns on other categories of stocks or the market as a whole. Growth stocks typically are particularly sensitive to market movements and may involve larger price swings because their market prices tend to reflect future expectations. When it appears those expectations may not be met, the prices of growth securities typically fall. Growth stocks as a group may be out of favor and underperform the overall equity market for a long period of time, for example, while the market favors value stocks. |
| Medium Capitalization Companies The fund will be exposed to additional risks as a result of its investments in the securities of medium capitalization companies. Investing in medium capitalization companies involves greater risk than is customarily associated with more established companies. The prices of securities of medium capitalization companies generally are more volatile and are more likely to be adversely affected by changes in earnings results and investor expectations or poor economic or market conditions. Securities of medium capitalization companies may underperform larger capitalization companies, may be harder to sell at times and at prices the portfolio managers believe appropriate and may offer greater potential for losses. |
| Small Capitalization Companies The fund will be exposed to additional risks as a result of its investments in the securities of small capitalization companies. Small capitalization companies may be more at risk than larger capitalization companies because, among other things, they may have limited product lines, operating history, market or financial resources, or because they may depend on limited management groups. The prices of securities of small capitalization companies generally are more volatile than those of larger capitalization companies and are more likely to be adversely affected than larger capitalization companies by changes in earnings results and investor expectations or poor economic or market conditions. Securities of small capitalization companies may underperform larger capitalization companies, may be harder to sell at times and at prices the portfolio managers believe appropriate and may offer greater potential for losses. |
| Valuation The sales price the fund could receive for any particular portfolio investment may differ from the funds valuation of the investment, particularly for securities that trade in thin or volatile markets, that are priced based upon valuations provided by third-party pricing services that use matrix or evaluated pricing systems, or that are valued using a fair value methodology. Investors who purchase or redeem fund shares on days when the fund is holding fair-valued securities may receive fewer or more shares or lower or higher redemption proceeds than they would have received if the fund had not fair-valued securities or had used a different valuation methodology. The funds ability to value its investments may be impacted by technological issues and/or errors by pricing services or other third party service providers. |
| Value Investing The prices of securities the sub-adviser believes are undervalued may not appreciate as anticipated or may go down. The value approach to investing involves the risk that stocks may remain undervalued, undervaluation may become more severe, or perceived undervaluation may actually represent intrinsic value. Value stocks as a group may be out of favor and underperform the overall equity market for a long period of time, for example, while the market favors growth stocks. |
The Target Fund is subject to the following additional principal risks (in alphabetical order):
| Asset Class Variation The funds ability to achieve its investment objectives depends, in large part, upon the sub-advisers skill in determining the funds asset class allocation and reallocation from time to time. These actions may be unsuccessful in maximizing return and/or avoiding investment losses. The value of your investment may decrease if the sub-advisers judgment about the attractiveness, value or market trends affecting a particular asset class, investment style, technique, strategy or issuer is incorrect. |
| Counterparty The fund will be subject to the risk that the counterparties to derivatives, repurchase agreements and other financial contracts entered into by the fund or held by special purpose or structured vehicles in which the fund invests will not fulfill their contractual obligations. Adverse changes to counterparties (including derivatives exchanges and clearinghouses) may cause the value of financial contracts to go down. If a counterparty becomes bankrupt or otherwise fails to perform its obligations, the value of your investment in the fund may decline. In addition, the fund may incur costs and may be hindered or delayed in enforcing its rights against a counterparty. |
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| Credit If an issuer or other obligor (such as a party providing insurance or other credit enhancement) of a security held by the fund or a counterparty to a financial contract with the fund is unable or unwilling to meet its financial obligations or is downgraded, or is perceived to be less creditworthy, or if the value of any underlying assets declines, the value of your investment will typically decline. A decline may be significant, particularly in certain market environments. In addition, the fund may incur costs and may be hindered or delayed in enforcing its rights against an issuer, obligor or counterparty. The degree of credit risk of a security or financial contract depends upon, among other things, the financial condition of the issuer and the terms of the security or contract. |
| Derivatives Derivatives involve special risks and costs and may result in losses to the fund. Using derivatives exposes the fund to additional or heightened risks, including leverage risk, liquidity risk, valuation risk, market risk, counterparty risk and credit risk. Their usage can increase fund losses and reduce opportunities for gains when market prices or volatility, interest rates, currencies, or the derivatives themselves, behave in a way not anticipated. Using derivatives may have a leveraging effect, increase fund volatility and not produce the result intended. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Even a small investment in derivatives can have a disproportionate impact on the fund. Derivatives may be difficult to sell, unwind or value, and the counterparty (including, if applicable, the funds clearing broker, the derivatives exchange or the clearinghouse) may default on its obligations to the fund. In certain cases, the fund may incur costs and may be hindered or delayed in enforcing its rights against or closing out derivatives instruments with a counterparty, which may result in additional losses. Derivatives are subject to additional risks such as operational risk, including settlement issues, and legal risk, including that underlying documentation is incomplete or ambiguous. Derivatives are also generally subject to the risks applicable to the assets, rates, indices or other indicators underlying the derivative, including market risk, credit risk, liquidity risk, management and valuation risk. Also, suitable derivative transactions may not be available in all circumstances. The value of a derivative may fluctuate more or less than, or otherwise not correlate well with, the underlying assets, rates, indices or other indicators to which it relates. The fund may be required to segregate or earmark liquid assets or otherwise cover its obligations under derivatives transactions and may have to liquidate positions before it is desirable in order to meet these segregation and coverage requirements. Use of derivatives may have different tax consequences for the fund than an investment in the underlying assets or indices, and those differences may affect the amount, timing and character of income distributed to shareholders. |
| Emerging Markets Investments in the securities of issuers located in or principally doing business in emerging markets are subject to heightened foreign investments risks. Emerging market countries tend to have economic, political and legal systems and regulatory and accounting standards that are less developed, and that can be expected to be less stable. For example, the economies of such countries can be subject to rapid and unpredictable rates of inflation or deflation, and may be based on only a few industries. Emerging market countries may have policies that restrict investment by foreigners or that prevent foreign investors such as the fund from withdrawing their money at will. Emerging market securities are often particularly sensitive to market movements because their market prices tend to reflect speculative expectations. Low trading volumes may result in a lack of liquidity and extreme price volatility. An investment in emerging market securities should be considered speculative. |
| Extension When interest rates rise, repayments of fixed income securities, particularly asset- and mortgage-backed securities, may occur more slowly than anticipated, extending the effective duration of these fixed income securities at below market interest rates and causing their market prices to decline more than they would have declined due to the rise in interest rates alone. This may cause the funds share price to be more volatile or go down. |
| Focused Investing To the extent the fund invests in a limited number of countries, regions, sectors, industries or market segments, in a limited number of issuers, or in issuers in related businesses or that are subject to related operating risks, the fund will be more susceptible to negative events affecting those countries, regions, sectors, industries, segments or issuers, and the value of its shares may be more volatile than if it invested more widely. Local events, such as political upheaval, social unrest, wars and terror attacks, financial troubles, pandemics, epidemics and natural disasters may disrupt a countrys or regions securities markets. Geographic risk is especially high in emerging and frontier markets. |
| High-Yield Debt Securities High-yield debt securities, commonly referred to as junk bonds, are securities that are rated below investment grade or, if unrated, determined to be below investment grade by the sub-adviser. Issuers of junk bonds are typically in weaker financial health. Changes in interest rates, the markets perception of the issuers, the creditworthiness of the issuers and negative perceptions of the junk bond market generally may significantly affect the value of these bonds. Junk bonds are considered speculative, have a higher risk of default, tend to be less liquid and may be more difficult to value than higher grade securities, and they may result in losses for the fund. Junk bonds tend to be volatile and more susceptible to adverse events, credit downgrades and negative sentiments. |
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| Leveraging The value of your investment may be more volatile to the extent that the fund borrows or uses derivatives or other investments, such as ETFs, that have embedded leverage. Other risks also will be compounded because leverage generally magnifies the effect of a change in the value of an asset and creates a risk of loss of value on a larger pool of assets than the fund would otherwise have. The use of leverage is considered to be a speculative investment practice and may result in the loss of a substantial amount, and possibly all, of the funds assets. The fund also may have to sell assets at inopportune times to satisfy its obligations or meet segregation or coverage requirements. |
| Liquidity The fund may make investments that are illiquid or that become illiquid after purchase. Illiquid investments can be difficult to value, may trade at a discount from comparable, more liquid investments, and may be subject to wide fluctuations in value. As a general matter, a reduction in the willingness or ability of dealers and other institutional investors to make markets in fixed income securities may result in even less liquidity in certain markets. If the fund is forced to sell an illiquid investment to meet redemption requests or other cash needs, the fund may be forced to sell at a loss. The fund may not receive its proceeds from the sale of less liquid or illiquid securities for an extended period (for example, several weeks or even longer), and such sale may involve additional costs. Liquidity of particular investments, or even an entire market segment, can deteriorate rapidly, particularly during times of market turmoil, and those investments may be difficult or impossible for the fund to sell. This may prevent the fund from limiting losses. |
| Mortgage-Related and Asset-Backed Securities The value of mortgage-related and asset-backed securities will be influenced by factors affecting the housing market and the assets underlying such securities. As a result, during periods of declining asset values, difficult or frozen credit markets, swings in interest rates, or deteriorating economic conditions, mortgage-related and asset-backed securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid, which could negatively impact the fund. Mortgage-backed securities may be issued by private issuers, by government-sponsored entities such as Fannie Mae or Freddie Mac or by agencies of the U.S. government, such as Ginnie Mae. Mortgage-backed securities represent direct or indirect participations in, or are collateralized by and payable from, mortgage loans secured by real property. Unlike mortgage-related securities issued or guaranteed by agencies of the U.S. government or government-sponsored entities, mortgage-related securities issued by private issuers do not have a government or government-sponsored entity guarantee (but may have other credit enhancement), and may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics. Asset-backed securities represent participations in, or are secured by and payable from, assets such as installment sales or loan contracts, leases, credit card receivables and other categories of receivables. The value of mortgage-backed and asset-backed securities may be affected by changes in credit quality or value of the mortgage loans or other assets that support the securities. Mortgage-backed and asset-backed securities are subject to prepayment or call and extension risks. Some of these securities may receive little or no collateral protection from the underlying assets. The risk of default is generally higher in the case of mortgage-backed investments that include so-called sub-prime mortgages. The structure of some of these securities may be complex and there may be less information available than for other types of debt securities. Upon the occurrence of certain triggering events or defaults, the fund may become the holder of underlying assets at a time when those assets may be difficult to sell or may be sold only at a loss. |
| Prepayment or Call Many issuers have a right to prepay their fixed income securities. Issuers may be more likely to prepay their securities if interest rates fall. If this happens, the fund will not benefit from the rise in the market price of the securities that normally accompanies a decline in interest rates and will be forced to reinvest prepayment proceeds at a time when yields on securities available in the market are lower than the yield on prepaid securities. The fund may also lose any premium it paid on prepaid securities. |
| Real Estate Securities Investments in the real estate industry are subject to risks associated with direct investment in real estate. These risks include declines in the value of real estate, adverse general and local economic conditions, increased competition, overbuilding and changes in laws and regulations affecting real estate, operating expenses, property taxes and interest rates. If the funds real estate-related investments are concentrated in one geographic area or one property type, the fund will also be subject to the risks associated with that one area or property type. The value of the funds real estate-related securities will not necessarily track the value of the underlying investments of the issuers of such securities. |
| REITs Investing in real estate investment trusts (REITs) involves unique risks. When the fund invests in REITs, it is subject to risks generally associated with investing in real estate. A REITs performance depends on the types and locations of the properties it owns, how well it manages those properties and cash flow. REITs may have limited financial resources, may trade less frequently and in limited volume, may engage in dilutive offerings, and may be subject to more abrupt or erratic price movements than the overall securities markets. In addition to its own expenses, the fund will indirectly bear its proportionate share of any management and other expenses paid by REITs in which it invests. U.S. REITs are subject to a number of highly technical tax-related rules and requirements; and a U.S. REITs failure to qualify for the favorable U.S. federal income tax treatment generally available to U.S. REITs could result in corporate-level taxation, significantly reducing the return on an investment to the fund. |
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| Sovereign Debt Sovereign debt instruments are subject to the risk that the governmental entity may delay or fail to pay interest or repay principal on its sovereign debt. If a governmental entity defaults, it may ask for more time in which to pay or for further loans, or the debt may be restructured. There may be no established legal process for collecting sovereign debt that a government does not pay, nor are there bankruptcy proceedings through which all or part of the sovereign debt that a governmental entity has not repaid may be collected. |
| Structured Instruments The fund may invest in, or have exposure to, various types of structured instruments, including securities that have demand, tender or put features, or interest rate reset features. Structured instruments are a type of derivative instrument and the payment and credit qualities of these instruments derive from the assets embedded in the structure from which they are issued. Structured instruments may be leveraged and may behave in ways not anticipated by the fund, or they may not receive tax, accounting or regulatory treatment anticipated by the fund. Structured instruments may also be less liquid and more difficult to value accurately than more traditional securities and instruments. |
| U.S. Government and Agency Obligations Government agency obligations have different levels of credit support and, therefore, different degrees of credit risk. Securities issued by agencies and instrumentalities of the U.S. government that are supported by the full faith and credit of the U.S. government generally present a lesser degree of credit risk than securities issued by agencies and instrumentalities sponsored by the U.S. government that are supported only by the issuers right to borrow from the U.S. Treasury and securities issued by agencies and instrumentalities sponsored by the U.S. government that are supported only by the credit of the issuing agencies. A security backed by the full faith and credit of the U.S. government is guaranteed only as to its stated interest rate and face value at maturity, not its current market price. |
The Destination Fund is subject to the following additional principal risks (in alphabetical order):
| Convertible Securities Convertible securities are subject to risks associated with both fixed income and equity securities. When the underlying common stock falls in value, the market price of the convertible security may be more influenced by the securitys yield and fixed income characteristics. When the underlying common stock rises in value, the market price may be more influenced by the equity conversion features. Since the convertible security derives its value from the underlying common stock, the security is also subject to the same types of market and issuer-specific risks that apply to the underlying common stock. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. |
| Depositary Receipts Depositary receipts are generally subject to the same risks that the foreign securities that they evidence or into which they may be converted are, and they may be less liquid than the underlying shares in their primary trading market. Any distributions paid to the holders of depositary receipts are usually subject to a fee charged by the depositary. Holders of depositary receipts may have limited voting rights, and investment restrictions in certain countries may adversely impact the value of depositary receipts because such restrictions may limit the ability to convert equity shares into depositary receipts and vice versa. Such restrictions may cause equity shares of the underlying issuer to trade at a discount or premium to the market price of the depositary receipts. |
| Investment Companies To the extent that the fund invests in other investment companies, such as open-end funds, closed-end funds or exchange-traded funds, it is subject to the risks of those investment companies and bears its pro rata share of the other investment companies expenses. |
| Investments by Affiliated Funds and Unaffiliated Funds A significant portion of the funds shares may be owned by other funds sponsored by Transamerica. Transactions by these funds may be disruptive to the management of the fund. For example, the fund may experience large redemptions and could be required to sell securities at a time when it may not otherwise desire to do so. Such transactions may increase the funds brokerage and/or other transaction costs. In addition, sizeable redemptions could cause the funds total expenses to increase. |
| Large Capitalization Companies The funds investments in large capitalization companies may underperform other segments of the market because they may be less responsive to competitive challenges and opportunities and unable to attain high growth rates during periods of economic expansion. As a result, the funds value may not rise as much as, or may fall more than, the value of funds that focus on companies with smaller market capitalizations. |
| Loans Loans are subject to the credit risk of nonpayment of principal or interest. Economic downturns or increases in interest rates may cause an increase in defaults, interest rate risk and liquidity risk. Loans may or may not be collateralized at the time of acquisition, and any collateral may be relatively illiquid or lose all or substantially all of its value subsequent to investment. In the event of bankruptcy of a borrower, the fund could experience delays or limitations with respect to its ability to realize the |
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benefits of any collateral securing a loan. Junior loans, which have a lower place in the borrowers capital structure than senior loans and may be unsecured, involve a higher degree of overall risk than senior loans of the same borrower. The funds investments in loans are also subject to prepayment or call risk. Loans may have settlement periods in excess of seven days. Failure to receive sales proceeds on a timely basis may constrain the funds ability to meet its obligations (including obligations to redeeming shareholders). |
| Underlying Exchange-Traded Funds To the extent the fund invests its assets in underlying ETFs, its ability to achieve its investment objective will depend in part on the performance of the underlying ETFs in which it invests. Investing in underlying ETFs subjects the fund to the risks of investing in the underlying securities or assets held by those ETFs. Each of the underlying ETFs in which the fund may invest has its own investment risks, and those risks can affect the value of the underlying ETFs shares and therefore the value of the funds investments. There can be no assurance that the investment objective of any underlying ETF will be achieved. To the extent that the fund invests more of its assets in one underlying ETF than in another, the fund will have greater exposure to the risks of that underlying ETF. In addition, the fund will bear a pro rata portion of the operating expenses of the underlying ETFs in which it invests. |
Equity-based ETFs are subject to risks similar to those of stocks; fixed income-based ETFs are subject to risks similar to those of fixed-income securities. An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies. The price of an ETF can fluctuate up and down, and the fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to certain risks that do not apply to conventional funds, including: (i) the market price of an ETFs shares may be above or below the shares net asset value; (ii) during periods of market volatility, the share prices of ETFs may deviate significantly from their NAVs; (iii) an active trading market for an ETFs shares may not develop or be maintained; (iv) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally, or trading in one or more of the ETFs underlying securities is halted, which could result in the ETF being more volatile; or (v) a limited number of institutions may act as authorized participants to create or redeem block-sized units of ETF shares. In the event substantial market or other disruptions affecting ETFs should occur in the future, the liquidity and value of the funds shares could also be substantially and adversely affected.
The Funds Fees and Expenses
Shareholders of the 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. Unless otherwise noted, the fees and expenses for the Target Fund and Destination Fund in the tables appearing below are based on the fees and expenses for the fiscal year ended October 31, 2019. 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 July 31, 2020. Pro forma numbers are estimated in good faith and are hypothetical. Actual expenses may vary significantly.
Target Fund | Destination Fund | Combined Fund (Pro Forma) | ||||
Class A | Class A | Class A | ||||
Shareholder Fees (fees paid directly from your investment) |
||||||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
4.75% | 5.50% | 5.50% | |||
Maximum deferred sales charge (load) (as a percentage of purchase price or redemption proceeds, whichever is lower) |
None(1) | None(1) | None(1) | |||
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment) |
||||||
Management Fees |
0.50% | 0.57% | 0.57% | |||
Distribution and Service (12b1) Fees |
0.25% | 0.25% | 0.25% | |||
Other Expenses |
0.24% | 0.24% | 0.21% | |||
Acquired fund fees and expenses(2) |
0.34% | N/A | 0.05%(3) | |||
Total annual fund operating expenses |
1.33% | 1.06% | 1.08% | |||
Fee waiver and/or expense reimbursement |
0.07%(4) | 0.00% | 0.05%(3)(5) | |||
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement |
1.26% | 1.06% | 1.03% |
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Target Fund | Destination Fund | Combined Fund (Pro Forma) | ||||
Class C | Class C | Class C | ||||
Shareholder Fees (fees paid directly from your investment) |
||||||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None | None | None | |||
Maximum deferred sales charge (load) (as a percentage of purchase price or redemption proceeds, whichever is lower) |
1.00% | 1.00% | 1.00% | |||
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment) |
||||||
Management Fees |
0.50% | 0.57% | 0.57% | |||
Distribution and Service (12b1) Fees |
1.00% | 1.00% | 1.00% | |||
Other Expenses |
0.24% | 0.22% | 0.18% | |||
Acquired fund fees and expenses(2) |
0.34% | N/A | 0.05%(3) | |||
Total annual fund operating expenses |
2.08% | 1.79% | 1.80% | |||
Fee waiver and/or expense reimbursement |
0.07%(4) | 0.00% | 0.05%(3)(5) | |||
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement |
2.01% | 1.79% | 1.75% |
Target Fund | Destination Fund | Combined Fund (Pro Forma) |
||||||||||
Class I | Class I | Class I | ||||||||||
Shareholder Fees (fees paid directly from your investment) |
||||||||||||
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None | None | None | |||||||||
Maximum deferred sales charge (load) (as a percentage of purchase price or redemption proceeds, whichever is lower) |
None | None | None | |||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment) |
||||||||||||
Management Fees |
0.50% | 0.57% | 0.57% | |||||||||
Distribution and Service (12b1) Fees |
None | None | None | |||||||||
Other Expenses |
0.22% | 0.22% | 0.20% | |||||||||
Acquired fund fees and expenses(2) |
0.34% | N/A | 0.05%(3) | |||||||||
Total annual fund operating expenses |
1.06% | 0.79% | 0.82% | |||||||||
Fee waiver and/or expense reimbursement |
0.05%(4) | 0.07%(5) | 0.10%(3)(5) | |||||||||
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement |
1.01% | 0.72% | 0.72% |
(1) | Purchases of Class A shares in amounts of $1 million or more that are not subject to an initial sales charge may be subject to a 1.00% contingent deferred sales charge if those shares are redeemed within 24 months of their purchase. |
(2) | Acquired fund fees and expenses reflect the funds pro rata share of the fees and expenses incurred by investing in other investment companies. Acquired fund fees and expenses are not included in the calculation of the ratios of expenses to average net assets shown in the Financial Highlights section of this Proxy Statement/ Prospectus. |
(3) | Subject to and upon closing of the Reorganization, contractual arrangements would be made with TAM has to reimburse acquired fund fees and expenses of the combined Destination Fund through March 1, 2022. |
(4) | Contractual arrangements have been made with the funds investment manager, TAM, through March 1, 2021 to waive fees and/or reimburse fund expenses to the extent that total annual fund operating expenses exceed 0.92% for Class A shares, 1.67% for Class C shares and 0.67% for Class I shares, excluding, as applicable, acquired fund fees and expenses, interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, extraordinary expenses and other expenses not incurred in the ordinary course of the funds business. These arrangements cannot be terminated prior to March 1, 2021 without the Board of Trustees consent. TAM is permitted to recapture amounts waived and/or reimbursed to a class during any of the 36 months from the date on which TAM waived fees and/or reimbursed expenses for the class. A class may reimburse TAM only if such reimbursement does not cause, on any particular business day of the fund, the class total annual operating expenses (after the reimbursement is taken into account) to exceed the applicable limits described above or any other lower limit then in effect. |
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(5) | Contractual arrangements have been made with the funds investment manager, TAM, through March 1, 2022 to waive fees and/or reimburse fund expenses to the extent that total annual fund operating expenses exceed 1.20% for Class A shares, 1.95% for Class C shares and 0.72% for Class I shares excluding, as applicable, interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, extraordinary expenses and other expenses not incurred in the ordinary course of the funds business. These arrangements cannot be terminated prior to March 1, 2022 without the Board of Trustees consent. TAM is permitted to recapture amounts waived and/or reimbursed to a class during any of the 36 months from the date on which TAM waived fees and/or reimbursed expenses for the class. A class may reimburse TAM only if such reimbursement does not cause, on any particular business day of the fund, the class total annual operating expenses (after the reimbursement is taken into account) to exceed the applicable limits described above or any other lower limit then in effect. |
Example
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 a Funds future performance); and |
| each Funds operating expenses remain the same except that fee waivers and/or expense reimbursements are reflected for the period shown in the table. |
Costs are the same whether you redeem at the end of any period or not. Pro forma expenses are included assuming the consummation of the Reorganization of the Fund. The example is for comparison purposes only and is not a representation of any Funds actual expenses or returns, either past or future. Because actual return and expenses will be different, the example is for comparison only.
If shares are redeemed at the end of each period:
Number of Years You Own Your Shares | Target Fund | Destination Fund | Combined Fund (Pro Forma) |
|||||||||
Class A |
||||||||||||
Year 1 |
$ | 597 | $ | 652 | $ | 649 | ||||||
Year 3 |
$ | 870 | $ | 869 | $ | 870 | ||||||
Year 5 |
$ | 1,163 | $ | 1,103 | $ | 1,108 | ||||||
Year 10 |
$ | 1,995 | $ | 1,773 | $ | 1,790 | ||||||
Class C |
||||||||||||
Year 1 |
$ | 304 | $ | 282 | $ | 278 | ||||||
Year 3 |
$ | 645 | $ | 563 | $ | 561 | ||||||
Year 5 |
$ | 1,112 | $ | 970 | $ | 970 | ||||||
Year 10 |
$ | 2,405 | $ | 2,105 | $ | 2,112 | ||||||
Class I |
||||||||||||
Year 1 |
$ | 103 | $ | 74 | $ | 74 | ||||||
Year 3 |
$ | 332 | $ | 245 | $ | 251 | ||||||
Year 5 |
$ | 580 | $ | 432 | $ | 445 | ||||||
Year 10 |
$ | 1,290 | $ | 971 | $ | 1,004 |
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If shares are not redeemed:
Number of Years You Own Your Shares | Target Fund | Destination Fund | Combined Fund (Pro Forma) |
|||||||||
Class A |
||||||||||||
Year 1 |
$ | 597 | $ | 652 | $ | 649 | ||||||
Year 3 |
$ | 870 | $ | 869 | $ | 870 | ||||||
Year 5 |
$ | 1,163 | $ | 1,103 | $ | 1,108 | ||||||
Year 10 |
$ | 1,995 | $ | 1,773 | $ | 1,790 | ||||||
Class C |
||||||||||||
Year 1 |
$ | 204 | $ | 182 | $ | 178 | ||||||
Year 3 |
$ | 645 | $ | 563 | $ | 561 | ||||||
Year 5 |
$ | 1,112 | $ | 970 | $ | 970 | ||||||
Year 10 |
$ | 2,405 | $ | 2,105 | $ | 2,112 | ||||||
Class I |
||||||||||||
Year 1 |
$ | 103 | $ | 74 | $ | 74 | ||||||
Year 3 |
$ | 332 | $ | 245 | $ | 251 | ||||||
Year 5 |
$ | 580 | $ | 432 | $ | 445 | ||||||
Year 10 |
$ | 1,290 | $ | 971 | $ | 1,004 |
The Funds Past Performance
The bar charts and the tables below provide some indication of the risks of investing in the Funds by showing you how the performance of each Funds Class A shares has varied from year to year since inception, and how the average annual total returns of the Funds shares for different periods compare to the returns of a broad measure of market performance. Absent any applicable limitation of or cap on a Funds expenses, performance would have been lower. Each Funds other share classes will have different performance because they have different expenses than the Funds Class A shares. For those classes that have higher expenses, performance would have been lower. Index returns are for since inception of the oldest share class. The bar chart does not reflect the impact of sales charges, which, if reflected, would lower the returns. The table includes deduction of applicable sales charges. A Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Following the Reorganization, the Destination Fund will be the surviving fund for accounting and performance purposes.
Updated performance information is available at no charge by calling the Funds toll-free number at 1-888-233-4339 or by visiting the Funds website at www.transamerica.com/individual/products/mutual-funds/performance.
Prior to May 1, 2015, the Target Fund was named Transamerica Tactical Income, had a different sub-adviser and used different investment strategies. The performance set forth prior to that date is attributable to the previous sub-adviser.
Transamerica Dynamic Income
Annual Total Returns (calendar years ended December 31) Class A
Quarter Ended | Return | |||
Best Quarter: |
06/30/2016 | 7.82% | ||
Worst Quarter: |
09/30/2015 | -6.00% | ||
Year-to-date return |
09/30/2020 | -11.32% |
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Average Annual Total Returns (periods ended December 31, 2019)
1 Year | 5 Years | Since Inception | Inception Date | |||||||||||
Class A |
10/31/2011 | |||||||||||||
Return before taxes |
7.06 | % | 2.11 | % | 3.51 | % | ||||||||
Return after taxes on distributions |
5.60 | % | 0.36 | % | 1.70 | % | ||||||||
Return after taxes on distributions and sale of fund shares |
4.28 | % | 0.83 | % | 1.92 | % | ||||||||
Class C (Return before taxes only) |
10.60 | % | 2.35 | % | 3.35 | % | 10/31/2011 | |||||||
Class I (Return before taxes only) |
12.67 | % | 3.36 | % | 4.37 | % | 10/31/2011 | |||||||
iBoxx $ Liquid High Yield Index (reflects no deduction for fees, expenses or taxes) |
14.65 | % | 5.63 | % | 6.14 | % | ||||||||
Transamerica Dynamic Income Blended Benchmark1 (reflects no deduction for fees, expenses or taxes) |
17.78 | % | 6.77 | % | 7.70 | % |
1 | The Transamerica Dynamic Income Blended Benchmark consists of the following: iBoxx $ Liquid High Yield Index, 40%, Bloomberg Barclays US Aggregate Bond Index, 30% and S&P 500®, 30%. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. |
Transamerica Multi-Asset Income
Annual Total Returns (calendar years ended December 31) Class A
Quarter Ended | Return | |||
Best Quarter: |
03/31/2019 | 7.87% | ||
Worst Quarter: |
12/31/2018 | -7.81% | ||
Year-to-date return |
09/30/2020 | 0.40% |
Average Annual Total Returns (periods ended December 31, 2019)
1 Year | 5 Years | Since Inception | Inception Date | |||||||||||
Class A |
03/01/2014 | |||||||||||||
Return before taxes |
13.47 | % | 6.02 | % | 6.12 | % | ||||||||
Return after taxes on distributions |
12.18 | % | 4.64 | % | 4.67 | % | ||||||||
Return after taxes on distributions and sale of fund shares |
8.17 | % | 4.15 | % | 4.19 | % | ||||||||
Class C (Return before taxes only) |
18.26 | % | 6.46 | % | 6.36 | % | 03/01/2014 | |||||||
Class I (Return before taxes only) |
20.45 | % | 7.51 | % | 7.42 | % | 03/01/2014 | |||||||
S&P 500® (reflects no deduction for fees, expenses or taxes) |
31.49 | % | 11.70 | % | 12.20 | % | ||||||||
Transamerica Multi-Asset Income Blended Benchmark1 (reflects no deduction for fees, expenses or taxes) |
24.81 | % | 9.54 | % | 9.50 | % |
1 | The Transamerica Multi-Asset Income Blended Benchmark consists of the following: ICE BofAML U.S. High Yield BB-B Rated Constrained Index: 40% and S&P 500®: 60%. Calculations assume dividends and capital gains are reinvested and do not include any managerial expenses. |
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 October 31, 2019, the portfolio turnover rate was 20% of the average value of the Target Fund. During the Destination Funds most recent fiscal year ended October 31, 2019, the portfolio turnover rate was 53% of the average value of the Destination Fund.
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Reasons for the Proposed Reorganization
At a meeting held on October 7-8, 2020, the Board of the Target Fund, including its Independent Trustees, 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 same Board oversees the Destination Fund, and both the full Board and the Independent Trustees also 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. The Board believes that the proposed Reorganization will be advantageous to the shareholders of each Fund. In determining whether to approve the Reorganization, the Trustees considered the potential impact of the proposed Reorganization on the Funds shareholders and a variety of considerations that they believed to be relevant in light of the legal advice furnished to them by counsel, including independent legal counsel, and made a decision in the exercise of their own business judgment. The Trustees based their determinations on the considerations set forth below, among others, although they did not identify any consideration or particular item of information that was controlling of their determinations and each Trustee may have attributed different weights to the various factors.
General Considerations
| The Trustees considered that TAM believes that the larger combined asset base resulting from the Reorganization will offer the potential for greater operating efficiencies and economies of scale, including the ability to lower expense ratios, effect larger portfolio transactions and spread fixed costs over a larger asset base. |
| The Trustees considered that the Target Funds assets have been declining and that TAM believes the Target Fund is sub-scale and has minimal prospects for future growth. The Trustees noted that TAM believes the Destination Fund has better prospects for growth, which could benefit Target Fund shareholders. |
| The Trustees considered that TAM believes that the Reorganization would streamline Transamerica Funds product line, strengthening TAMs ability to pursue investment and marketing opportunities that may benefit the Destination Fund. |
Fees and Expenses
| The Trustees considered the information that was provided to them in advance of the Board meeting regarding the fees and expenses of the Funds involved in the Reorganization, as well as the estimated fees and expenses of the Destination Fund following the Reorganization. |
| The Trustees considered that although the management fee of the Destination Fund is expected to be higher than that of the Target Fund, the total expenses of each share class of the Destination Fund are expected to be lower than the total expenses of the corresponding share class of the Target Fund. |
| The Trustees considered that TAM has contractually undertaken through March 1, 2021 to waive fees and/or reimburse expenses on behalf of the Destination Fund to the extent that its total expenses exceed certain operating levels, and that, in connection with the Reorganization, the expense caps on the Destination Fund would be extended through March 1, 2022. The Trustees also considered that TAM would waive through March 1, 2022 all acquired fund fees and expenses that the Destination Fund will incur as a result of holding at least one-third of the Target Funds assets (and only disposing of those assets in the ordinary course of business) in order for the merger to qualify as a tax-free reorganization. |
| The Trustees also considered that, after the application of the Destination Funds expense caps and/or waiver of acquired fund fees and expenses, the total expenses of each share class of the Destination Fund are expected to be lower following the Reorganization, except for Class I shares, which are expected to remain the same. |
| The Trustees considered that the costs of the Reorganization would be borne by TSW and TAM |
Investment Performance
| The Trustees considered the relative investment performance of the Funds. The Trustees noted that the Funds have different sub-advisers, and that the Destination Fund has generated better absolute and risk-adjusted returns than the Target Fund for the past 1-, 3- and 5-year and since-inception periods ended July 31, 2020. |
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Tax Consequences
| The Trustees considered that the Reorganization is not expected to result in the recognition of gain or loss for U.S. federal income tax purposes by the Destination Fund shareholders, the Target Fund shareholders, the Destination Fund or the Target Fund. |
Investment Program
| The Trustees considered the investment objectives and policies of the Destination Fund and their compatibility with those of the Target Fund. In this regard, the Trustees noted that although the investment objectives of the Target Fund and the Destination Fund are similar, there are differences between the Funds investment strategies. In particular, the Trustees note that while the Target Fund is a fund of funds that invests primarily in exchange-traded funds, the Destination Fund is a fund of securities and invests in a mix of common stock, preferred stock and fixed income securities. . |
| The Trustees considered that TAM is the adviser to both Funds. The Trustees also considered that QS Investors is the sub-adviser to the Target Fund and TSW is the sub-adviser to the Destination Fund. |
Other Considerations
| The Trustees considered the terms and conditions of the Agreement and Plan of Reorganization. |
| The Trustees took into consideration the fact that the Target Fund and Destination Fund have the same valuation policies and procedures and that the Reorganization would be consummated at NAV. |
| The Trustees considered that QS Investors has indicated that the Target Fund has no illiquid or restricted securities that could present valuation or other difficulties. |
| The Trustees considered that the Reorganization is subject to shareholder approval. |
Capitalization
The following table sets forth the capitalization of the Target Fund and the Destination Fund as of October 22, 2020 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 October 22, 2020 and the Closing Date, changes in the amount of undistributed net investment income and net realized capital gains of the Funds during that period resulting from income and distributions, and changes in the accrued liabilities of the Funds during the same period.
Target Fund* | Destination Fund* | Pro Forma Adjustments |
Combined Fund (Pro Forma) |
|||||||||||||||||
Net Assets |
||||||||||||||||||||
Class A |
$ | 49,916,853 | $ | 37,915,682 | $ | | $ | 87,832,535 | ||||||||||||
Class C |
$ | 44,974,454 | $ | 53,822,851 | $ | | $ | 98,797,305 | ||||||||||||
Class I |
$ | 24,436,023 | $ | 176,259,661 | $ | | $ | 200,695,684 | ||||||||||||
Class I2 |
N/A | $ | 13,606 | $ | | $ | 13,606 | |||||||||||||
Class T2 |
$ | 0 | $ | 0 | $ | | $ | 0 | ||||||||||||
Shares |
||||||||||||||||||||
Class A |
6,257,152 | 3,196,773 | (2,048,311 | ) | (a) | 7,405,614 | ||||||||||||||
Class C |
5,666,454 | 4,558,002 | (1,858,287 | ) | (a) | 8,366,169 | ||||||||||||||
Class I |
3,062,367 | 14,857,742 | (1,001,994 | ) | (a) | 16,918,115 | ||||||||||||||
Class I2 |
N/A | 1,201 | | (a) | 1,201 | |||||||||||||||
Class T2 |
0 | 0 | 0 | (a) | 0 | |||||||||||||||
NAV |
||||||||||||||||||||
Class A |
$ | 7.98 | $ | 11.86 | $ | (7.98 | ) | (b) | $ | 11.86 | ||||||||||
Class C |
$ | 7.94 | $ | 11.81 | $ | (7.94 | ) | (b) | $ | 11.81 | ||||||||||
Class I |
$ | 7.98 | $ | 11.86 | $ | (7.98 | ) | (b) | $ | 11.86 | ||||||||||
Class I2 |
N/A | $ | 11.33 | $ | | (b) | $ | 11.33 | ||||||||||||
Class T2 |
$ | 0 | $ | 0 | $ | 0 | (b) | $ | 0 |
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Target Fund* |
Destination Fund* | Pro Forma Adjustments |
Combined Fund (Pro Forma) |
|||||||||||||||
Maximum Offering Price Per Share |
||||||||||||||||||
Class A |
$ | 8.38 | $ | 12.55 | $ | (8.38 | ) | (b) | $ | 12.55 |
* | The Target Fund and the Destination Fund have registered but do not currently offer Class T2 shares. The Target Fund does not offer Class I2 shares. |
(a) | To adjust Shares Outstanding of the Pro Forma Fund based on combining the Fund at the Destination Funds net asset value. |
(b) | To adjust Net Asset Value and Offering Price Per Share of the Pro Forma Fund based on combining the Target Fund at the Destination Funds net asset value. |
It is impossible to predict with any certainty how many shares of the Destination Fund will actually be received and distributed by the 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.
The Boards Evaluation and Recommendation
For the reasons described above, the Board of the Target Fund, including all of the Independent Trustees, after careful consideration, has approved the Reorganization with respect to the Target Fund. In particular, the Trustees have determined that the Reorganization is in the best interest of the Target Fund and will not dilute the interests of the existing shareholders of the Target Fund. The Board made this determination based on various factors discussed above.
Similarly, the Board of the Destination Fund, including all of its Independent Trustees, has approved the Reorganization with respect to the Destination Fund. The Board has determined that the Reorganization is in the best interest of the Destination Fund and that the interests of the Destination Funds shareholders will not be diluted as a result of the Reorganization.
THE BOARD OF THE TARGET FUND RECOMMENDS THAT YOU
VOTE FOR PROPOSAL 1 TO APPROVE THE PLAN.
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QUORUM, VOTE REQUIRED AND MANNER OF VOTING PROXIES
Quorum
A quorum of shareholders of the Target Fund is required to take action at the Special Meeting. For the purposes of taking action on Proposal I, shareholders entitled to vote and present at the Special Meeting or by proxy representing at least thirty percent (30%) of the voting power of the Target Fund shall constitute a quorum at the Special Meeting.
Votes cast at the Special Meeting will be tabulated by the inspectors of election appointed for the Special Meeting. The inspectors of election will determine whether or not a quorum is present at the Special Meeting. The inspectors of election will treat abstentions as present for purposes of determining a quorum.
In the absence of a quorum, the Special Meeting may be adjourned by the motion of the person presiding at the Special Meeting. If a quorum is present but sufficient votes to approve a proposal are not received, the Special Meeting may be adjourned by the affirmative vote of a majority of the shares present at the Special Meeting or represented by proxy at the Special Meeting. The persons named as proxies may, at their discretion, vote those proxies in favor of an adjournment of the Special Meeting. A vote may be taken on any proposal prior to any such adjournment if sufficient votes have been received.
Vote Required
The approval of Proposal I requires the vote of a majority of the outstanding voting securities of the 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 of the Target Fund that are present or represented by proxy at the Special Meeting if shareholders of shares representing more than 50% of the voting power of the outstanding voting securities of the Target Fund are present or represented by proxy, or (b) more than 50% of the voting power of the outstanding securities of the Target Fund.
Any abstentions or broker non-votes would effectively be treated as votes AGAINST Proposal I. Broker non-votes are shares held by brokers or nominees, typically in street name, as to which proxies have been returned but (a) instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter. Please note that broker non-votes are not expected with respect to Proposal I because brokers are required to receive instructions from the beneficial owners or persons entitled to vote in order to submit proxies on such a matter.
The following table shows how Target Fund shares will be treated for the purposes of quorum and voting requirements.
Shares | Quorum | Voting | ||
In General | All shares present at the meeting or by proxy are counted toward a quorum. | Shares present in person will be voted in person at the meeting. Shares present by proxy will be voted in accordance with instructions. | ||
Signed Proxy with No-Voting Instruction (other than Broker Non-Vote) | Considered present at meeting for purposes of quorum. | Voted for Proposal I. | ||
Broker Non-Vote (where the underlying Owner had not voted and the broker does not have authority to vote the shares) | Because Proposal I is considered a non-routine matter, broker non-votes are not counted towards establishing a quorum at the meeting. | Broker non-votes do not count as a vote for Proposal I and have the same effect as a vote against the Proposal. Please note that broker non-votes are not expected with respect to Proposal I to be voted on because brokers are required to receive instructions from the beneficial owners or persons entitled to vote in order to submit proxies on the matter. | ||
Vote to Abstain | Considered present at meeting for purposes of quorum. | Abstentions do not count as a vote for Proposal I and have the same effect as a vote against the Proposal. |
A signed proxy card or other authorization by a Shareholder that does not specify how the Shareholders interest in shares of the Target Fund should be voted on Proposal I will be deemed an instruction to vote such interest in favor of the Proposal.
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Manner of Voting
If you hold Target Fund shares directly (not through a broker-dealer, bank, insurance company or other intermediary), and if you return a signed proxy card that does not specify how you wish to vote on a proposal, your shares will be voted FOR Proposal I.
The Target Fund expects that, before the Special Meeting, broker-dealer firms holding shares of the Target Fund in street name for their customers will request voting instructions from their customers and beneficial owners. The New York Stock Exchange (the NYSE) takes the position that a broker-dealer that is a member of the NYSE and that has not received instructions from a customer or client prior to the date specified in the broker-dealer firms request for voting instructions may not vote such customer or clients shares with respect to non-routine proposals, including Proposal I.
If you hold shares in the Target Fund through a bank or other financial institution or intermediary (called a service agent) that has entered into a service agreement with the Fund or the distributor of the Fund, the service agent may be the record shareholder of your shares. At the Special Meeting, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by a beneficial shareholder that does not specify how the beneficial shareholders shares should be voted on the Proposal may be deemed an instruction to vote such shares in favor of the Proposal. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares for which it has not received specific voting instructions from its customers in the same proportion as other shareholders with similar accounts that have submitted voting instructions to the service agent. This practice is commonly referred to as proportional voting or echo voting. Shareholders should consult their service agent for more information.
If you beneficially own Target Fund shares that are held in street name through a broker-dealer or that are held of record by a service agent, and you do not provide specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. In particular, failure to vote may not be an effective way to oppose the Proposal. Therefore, you are strongly encouraged to give your broker-dealer, or service agent or participating insurance company specific instructions as to how you want your shares to be voted.
If you need more information or have any questions about the Proposal, please call the Trust toll-free at 1-888-233-4339. If you have any questions about voting, please call the Funds proxy solicitor, Broadridge, at 1-833-670-0692.
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 Trust; |
| 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 and voting at the Special Meeting and giving oral notice of revocation to the chairman of the Special Meeting. |
However, attendance at the Special Meeting, by itself, will not revoke a previously executed and returned proxy.
Additional Information
For information relating to each Fund and the Reorganization, including tax capital loss carryforwards, 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 below.
OTHER IMPORTANT INFORMATION CONCERNING THE REORGANIZATION
Tax Capital Loss Carryforwards
Federal income tax law permits a regulated investment company to carry forward indefinitely its net capital losses to offset its capital gains recognized in future years.
As of October 31, 2019, the Funds had no unused capital loss carryforwards.
As of the Closing Date, each Fund may have net realized capital gains or losses and may also have net unrealized gains or losses.
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The Reorganization may result in a number of different limitations on the combined Funds ability, following the Reorganization, to use realized and unrealized losses of the Target and Destination Funds. In the taxable year of the Destination Fund in which the Reorganization occurs, the Destination Fund will be able to use capital loss carryforwards of the Target Fund (including from the Target Funds short taxable year ending on the Closing Date), subject to the additional limitations described below, to offset only a prorated portion of the Destination Funds capital gains for such taxable year, based on the number of days remaining after the Closing Date in such taxable year.
Because shareholders of the Target Fund are expected to own less than 50% of the Destination Fund immediately after the Reorganization, the Reorganization may result in limitations on the combined Funds ability, following the Reorganization, to use any capital loss carryforwards of the Target Fund (including carryforwards generated in the tax year of the Target Fund ending on the date of the Reorganization) and potentially on the combined Funds ability to use unrealized capital losses inherent in the tax basis of the assets of the Target Fund acquired in the Reorganization. Those limitations are imposed on an annual basis. Capital losses in excess of this limitation may be carried forward indefinitely, subject to any other applicable limitations. The annual limitation on the use of those carryforwards for periods following the Reorganization generally will equal the product of the net asset value of the Target Fund immediately prior to the Reorganization and the long-term tax-exempt rate, as published by the Internal Revenue Service (IRS) and in effect at the time of the Reorganization. This limitation may be prorated in the taxable year of the Destination Fund in which the Reorganization occurs based on the number of days remaining after the Closing Date in such taxable year.
Under certain circumstances, the Reorganization may result in limitations on the Destination Funds ability, in the post-Reorganization period, to use a portion of any capital loss carryforward of the Destination Fund from years ended prior to the Closing Date and/or generated in its tax year that includes the Reorganization, and potentially on the Destination Funds ability to use unrealized capital losses inherent in the tax basis of its assets. Those limitations are imposed on an annual basis. Losses in excess of the limitation may be carried forward, subject to generally applicable limitations. If applicable, the annual limitation on the use of those carryforwards for periods following the Reorganization generally will equal the product of the net asset value of the Destination Fund and the long-term tax-exempt rate, as published by the IRS.
If the Destination Fund or the Target Fund has a net unrealized gain inherent in its assets at the time of the Reorganization, then, under certain circumstances, the combined Destination Fund may not offset that gain, to the extent realized within five years of the Reorganization, by a carryforward of pre-Reorganization losses (other than a carryforward of pre-Reorganization losses of the Fund with the net unrealized gain inherent in its assets at the time of the Reorganization) or, in certain cases, by a net unrealized loss inherent at the time of the Reorganization in the assets of the other Fund involved in the Reorganization. This limitation will generally apply if the Destination Funds or the Target Funds unrealized capital gains as of the date of the Reorganization are greater than either $10,000,000 or 15% of the value of its assets, subject to certain adjustments.
As a result of the Reorganizations, losses and loss carryforwards will benefit the shareholders of the combined Destination Fund, rather than only the shareholders of the Fund that incurred them. Even if a particular limitation described above would not be triggered solely by the Reorganization, the limitation may be triggered by the Reorganization and one or more other transactions entered into by the Target Fund or Destination Fund (including, potentially, another reorganization). By reason of the foregoing rules, taxable shareholders may pay more taxes, or pay taxes sooner, than they otherwise would have if the Reorganization did not occur.
Since the Reorganization is not expected to close until the close of business on February 19, 2021, the capital loss carryforwards, realized and unrealized gains and losses, and the applicability of the limitations described above may change significantly between now and the completion of the Reorganization. Further, the ability of each Fund to use losses (even in the absence of a Reorganization) also depends on factors other than loss limitations, such as the future realization of capital gains.
Portfolio Securities
If the Reorganization is effected, TAM will analyze and evaluate the portfolio securities of the Target Fund being transferred to the Destination Fund. Consistent with the Destination Funds investment objective and investment strategies and policies, any restrictions imposed by the Code and in the best interests of the Destination Funds shareholders (including former shareholders of the Target Fund), TAM will influence the extent and duration to which the portfolio securities of the Target Fund will be maintained by the Destination Fund. It is possible that there may be dispositions of some of the portfolio securities of the Target Fund following the Reorganization. Subject to market conditions at the time of any such disposition, the disposition of the portfolio securities by the 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, the selling Funds other gains and losses, and the combined Destination Funds ability to use any available tax loss carryforwards. The disposition of portfolio securities by the combined Destination Fund is expected to result in brokerage costs of approximately $397,000 assuming approximately 66.7% of the Target Fund is repositioned. The shareholders of the combined Destination Fund would bear the associated costs with the repositioning.
29
TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION
The Reorganization
| The Reorganization is scheduled to occur as of the close of business on February 19, 2021, but may occur on such other date as the parties may agree to in writing (the Closing Date). |
| On the Closing Date of the Reorganization, the Target Fund will transfer all of its property and assets to the Destination Fund. In exchange, the Destination Fund will assume all of the liabilities of the Target Fund and issue shares, as described below. |
| The Destination Fund will issue a number of its Class A, Class C and Class I shares to the Target Fund having aggregate net asset values equal to the respective aggregate net asset values of the Target Funds Class A, Class C and Class I shares. |
| Shares of the Destination Fund corresponding to the classes of the Target Fund will then be distributed on the Closing Date to the Target Funds shareholders in proportion to the relative net asset value of their holdings of Class A, Class C and Class I shares of the Target Fund in complete liquidation of the Target Fund. Therefore, on the Closing Date, upon completion of the Reorganization, each Target Fund shareholder will hold Class A, Class C and Class I shares of the Destination Fund, having the same aggregate net asset value as the Target Fund shares held by that shareholder immediately prior to the Reorganization. The net asset value attributable to the Class A, Class C and Class I shares of the Target Fund will be determined using the Target Funds valuation policies and procedures, and the net asset value attributable to the Class A, Class C and Class I shares of the Destination Fund will be determined using the Destination Funds valuation policies and procedures. The assets of the Target Fund and Destination Fund are valued using the same valuation policies and procedures. |
| The Target Fund will be terminated after the Closing Date. |
| No sales load, contingent deferred sales charge, commission, redemption fee or other transactional fee will be charged as a result of the Reorganization. Following the Reorganization, shareholders of the Target Fund will be subject to the fees and expenses of the Destination Fund. |
| Following the Reorganization, TAM will continue to act as investment manager to the Destination Fund and TSW will continue to serve as subadviser to the Destination Fund. |
| The exchange of Target Fund shares for Destination Fund shares in the Reorganization will not result in income, gain or loss being recognized for federal income tax purposes by an exchanging shareholder. The Reorganization generally will not result in the recognition of gain or loss for federal income tax purposes by the Target Fund or Destination Fund. |
Agreement and Plan of Reorganization
The Reorganization will be undertaken pursuant to the 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 Plan contained herein, which includes the material provisions of the Plan, is qualified in its entirety by the attached copy.
Determination of Net Asset Value. In the Reorganization, the Destination Fund will deliver to the 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 the Destination Fund shall be computed using the Destination Funds valuation procedures and the net asset value per share of each class of the 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).
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Conditions to Closing the Reorganization. The obligation of each Fund to consummate a 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 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 obligations of each Fund are subject to the receipt of a favorable opinion of Morgan, Lewis & Bockius LLP as to the United States federal income tax consequences of the Reorganization (see Section 8.5 of the form of Plan attached as Exhibit A).
Termination of the Plan. The Board may terminate the Plan at any time before the Closing Date, if the Board believes that proceeding with the Plan is inadvisable with respect to the 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 Reorganization. It is anticipated that the total cost of the Reorganization will be approximately $50,000. TSW has agreed to pay $25,000 of the expenses incurred in connection with the Reorganization. All expenses in excess of $25,000 will be borne by TAM, 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 a Fund from being treated as a regulated investment company under the Code or would prevent the Reorganization from qualifying as a reorganization within the meaning of Section 368(a) of the Code or otherwise result in the imposition of tax on the Target Fund or the Destination Fund or on shareholders of the Target Fund or Destination Fund (see Section 10.2 of the form of Plan attached as Exhibit A).
TAX STATUS OF THE REORGANIZATION
The Reorganization is conditioned upon the receipt by the Target Fund and the Destination Fund of an opinion from Morgan Lewis & Bockius LLP, counsel to the Funds, substantially to the effect that, for federal income tax purposes:
| The transfer of all the Target Funds assets to the Destination Fund in exchange solely for (a) the issuance of the Destination Fund shares to the Target Fund and (b) 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 the Target Fund and the Destination Fund will each be a party to a reorganization within the meaning of Section 368(b) of the Code; |
| No gain or loss will be recognized by the Destination Fund upon receipt of the assets of the Target Fund solely in exchange for shares of the Destination Fund and the assumption by the Destination Fund of all the liabilities of the Target Fund as part of the Reorganization; |
| The tax basis in the hands of the Destination Fund of the assets of the Target Fund transferred in the Reorganization 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; |
| The holding period in the hands of the Destination Fund of each asset of the Target Fund transferred in the Reorganization, other than assets with respect to which gain or loss is required to be recognized in the Reorganization, 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); |
| No gain or loss will be recognized by the Target Fund upon the transfer of its assets to the Destination Fund solely in exchange for the Destination Fund shares and the assumption by the 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 of the Target Fund, 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, and (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-recognition transaction under the Code; |
| No gain or loss will be recognized by the Target Fund shareholders upon the exchange of their shares of the Target Fund solely for the shares of the Destination Fund as part of the Reorganization; |
31
| The aggregate tax basis of the Destination Fund shares received by each shareholder of the Target Fund in the Reorganization will be the same as the aggregate tax basis of the shares of the Target Fund surrendered in exchange therefor; and |
| Each Target Fund shareholders holding period for its Destination Fund shares received in the Reorganization will include the holding period for the shares of the Target Fund exchanged therefor, provided that the shareholder held the Target Fund shares as capital assets on the date of the exchange. |
In rendering such opinion, counsel will rely upon, among other things, certain facts, assumptions and representations of the Trust, made on behalf of the Target Fund and Destination Fund.
No tax ruling has been or will be received from the IRS in connection with the 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.
Prior to the Reorganization, the Target Fund will declare and pay a dividend, which, together with all previous dividends for the taxable year, is intended to have the effect of distributing to the Target Fund shareholders all of the Target Funds net capital gain (taking into account available capital loss carryforwards), if any, all of its investment company taxable income (computed without regard to any deduction for dividends paid), if any, and all of its net tax-exempt income, if any, for the taxable year ending on the Closing Date. The amount of such distribution to the shareholders of the Target Fund is estimated as of October 31, 2020, to be as set forth in the table below. Any amount actually distributed to the Target Funds shareholders immediately prior to the Reorganization may be higher or lower than the estimated amount set forth in the table below. Any distribution paid by the Target Fund from October 31, 2020 through the Closing Date of the Reorganization will be distributed within two business days prior to the Closing Date of the Reorganization. Any such distribution generally will be taxable to the Target Fund shareholders.
Fund | Distribution Amount (per Share) | |
Transamerica Dynamic Income |
$0.00 |
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. This discussion does not address any state, local or foreign or non-income tax consequences of the Reorganization. You should consult your tax adviser for the particular tax consequences to you of the transaction, including the applicability of any state, local or foreign tax laws.
FUNDAMENTAL AND NON-FUNDAMENTAL INVESTMENT POLICIES OF THE FUNDS
Each Fund has adopted certain fundamental investment policies that 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 policies for the Target Fund and the Destination Fund. The Target Fund and Destination Fund have the same fundamental investment policies. For a more complete discussion of each Funds other investment policies and fundamental and non-fundamental investment restrictions, please see the Funds statement of additional information.
Target Fund | Destination Fund | |||
Borrowing | The Fund may not borrow money, except as permitted under the 1940 Act, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction. | |||
Underwriting Securities | The Fund may not engage in the business of underwriting the securities of other issuers except as permitted by the 1940 Act. | |||
Making Loans | The 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. | |||
Senior Securities | The Fund may not issue any senior security, except as permitted under the 1940 Act, and as interpreted, modified or otherwise permitted from time to time by regulatory authority having jurisdiction. |
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Real Estate | The Fund may not purchase or sell real estate except as permitted by the 1940 Act. | |||
Commodities | The Fund may not purchase physical commodities or contracts relating to physical commodities, except as permitted from time to time under the 1940 Act, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction. | |||
Concentration of Investments | The Fund may not make any investment if, as a result, the Funds investments will be concentrated in any one industry, as the relevant terms are used in the 1940 Act, as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
Non-Fundamental Policies
The Target Fund and the Destination Fund have adopted the following non-fundamental policies, which may be changed by the Board of the Trust without shareholder approval.
1. | Illiquid investments |
No Fund may purchase any security if, as a result, more than 15% of its net assets would be invested in illiquid securities.
2. | Purchasing securities on margin |
No Fund may purchase securities on margin except to obtain such short-term credits as are necessary for the clearance of transactions, provided that margin payments and other deposits made in connection with transactions in options, futures contracts, swaps, forward contracts and other derivative instruments shall not constitute purchasing securities on margin.
3. | Underlying funds in funds-of-funds investment limitation |
No Fund may acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on the provisions of Section 12(d)(1)(F) or Section 12(d)(1)(G) of the Investment Company Act of 1940, as amended. This policy does not prevent a Fund from investing in securities of registered open-end investment companies or registered unit investment trusts in reliance on any other provision of applicable law or regulation.
HOW TO CONTACT THE FUNDS
| Customer Service: 1-888-233-4339 Monday through Friday; hours of operation as posted on the funds website at www.transamerica.com/contact-us. |
| Internet: www.transamerica.com |
| Fax: 1-888-329-4339 |
Mailing Address: | Transamerica Fund Services, Inc. P.O. Box 219945 Kansas City, MO 64121-9945 | |
Overnight Address: | Transamerica Fund Services, Inc. 330 W. 9th Street Kansas City, MO 64105 |
OPENING AN ACCOUNT
Fill out the New Account Application, which is available on our website. Transamerica Funds requires all applications to include an investment representative or an approved broker-dealer of record. An approved broker-dealer is one that is providing services under a valid dealer sales agreement with the funds distributor. If you are an institutional entity or an employee of Transamerica and its affiliates that qualifies for Class I share purchases, Transamerica may not require a broker-dealer on your application at the time the account is established.
IRAs and other retirement plan accounts require different applications, which you can request by calling Customer Service or by visiting our website at www.transamerica.com.
Federal regulations may require the fund to obtain, verify and record certain information from you and persons authorized to act on your behalf in order to establish an account. Required information includes name, date of birth (for an individual), permanent residential address or principal place of business and Social Security Number or Employer Identification Number. The fund may also ask to see
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other identifying documents. If you do not provide the information, the fund may not be able to open your account. Identifying information must be provided for each trader on an account. The fund may also place limits on account transactions while it is in the process of verifying your identity. If the fund is unable to verify your identity, or that of another person(s) authorized to act on your behalf, or if the fund believes it has identified potentially criminal activity, the fund reserves the right to take action it deems appropriate or as required by law, which may include redeeming your shares and closing your account.
Additional shares may be purchased through a retirement plans administrator, record-keeper or financial service firm serving as an intermediary.
Minimum Investment
Class A and Class C Shares:
Type of Account |
Minimum Initial Investment (per fund account) |
Minimum Subsequent Investment (per fund account) |
||||||
Regular Accounts |
$ | 1,000 | $ | 50 | ||||
IRA, Roth IRA or Coverdell ESA |
$ | 1,000 | $ | 50 | ||||
Employer-sponsored Retirement Plans (includes 403(b), SEP and SIMPLE IRA plans) |
$ | 1,000 | $ | 50 | ||||
Uniform Gift to Minors (UGMA) or Transfer to Minors (UTMA) |
$ | 1,000 | $ | 50 | ||||
Payroll Deduction and Automatic Investment Plans |
$ | 500 | $ | 50 | * |
Class I Shares**:
Type of Account |
Minimum Initial Investment (per fund account) |
Minimum Subsequent Investment (per fund account) |
||||||
Regular Accounts |
$ | 1,000,000 | N/A | |||||
IRA, Roth IRA or Coverdell ESA |
$ | 1,000,000 | N/A | |||||
Employer-sponsored Retirement Plans |
Waived | N/A | ||||||
Uniform Gift to Minors (UGMA) or Transfer to Minors (UTMA) |
$ | 1,000,000 | N/A | |||||
Payroll Deduction and Automatic Investment Plans |
$ | 1,000,000 | $ | 50 | * |
* | Minimum monthly per fund account investment. |
Note: Transamerica Funds 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 Transamerica Funds or Transamerica Capital, Inc., and for investments made by a retirement plan described in Section 401(a), 401(k), 401(m), 403(b) or 457 of the Internal Revenue Code. |
** | Class I shares are currently primarily offered for investment to institutional investors including, but not limited to, fee-based programs, qualified retirement plans, certain endowment plans and foundations and Directors, Trustees and employees of the funds affiliates. Class I shares may also be available on certain brokerage platforms. An investor transacting in Class I shares through a broker acting as an agent for the investor may be required to pay a commission and/or other forms of compensation to the broker. The minimum investment for Class I shares is $1,000,000 per fund account, but will be waived for certain investors, including wrap accounts or fee-based programs, qualified retirement plans, certain endowment plans and foundations, financial intermediaries that submit trades on behalf of underlying investors, shareholders who received Class I shares in the conversion of Class P shares to Class I shares on February 10, 2012, Directors, Trustees and officers of any Transamerica-sponsored funds, and employees of Transamerica and its affiliates. The minimum initial investment on Class I shares is waived for investors investing through the Merrill Lynch fee-based advisory platform. |
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By Mail
| Send your completed application and check made payable to Transamerica Fund Services, Inc. |
Through an Authorized Dealer
| The dealer is responsible for opening your account and providing Transamerica Funds with your taxpayer identification number. |
BUYING AND SELLING OF FUND SHARES
The following describes how shareholders may buy and sell shares of the Funds and how each Fund determines its net asset value.
Purchase and Redemption of Shares
Investors may purchase shares of the funds at the offering price of the shares, which is the net asset value per share (NAV) 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 by check or via bank wire.
Transamerica Funds must receive your payment within two business days after your order is accepted.
Transamerica Funds 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, without notice and regardless of size. Each fund reserves the right to discontinue offering any class of shares at any time, to liquidate any class of shares or merge any class of shares into another class of shares, or to cease investment operations entirely.
Each fund reserves the right to make additional exceptions or otherwise to modify the foregoing policies at any time.
Purchasing
By Check
| Make your check payable and send to Transamerica Fund Services, Inc. |
| If you are purchasing shares in an existing account(s), please reference your account number(s) and the Transamerica fund(s) in which you wish to invest. If you do not specify the fund(s) in which you wish to invest, and your referenced account is invested in one Transamerica fund, your check will be deposited into such fund. If you do not specify the fund(s) in which you wish to invest and own more than one fund, your investment may be rejected. |
| Redemption proceeds will be withheld for up to 10 calendar days from the date of purchase for funds to clear. |
| Transamerica Funds does not accept cash, money orders, travelers checks, credit card convenience checks, or starter checks without pre-printed information. Cashiers checks and third-party checks may be accepted, subject to approval by Transamerica Funds. We reserve the right to reject or accept any form of payment. Any unacceptable forms of payment will be returned. |
| If you are opening a new account, send your completed application along with your check. |
By Automatic Investment Plan
| 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 our website to obtain an AIP request form. |
By Telephone
| You may request an electronic transfer of funds from your bank account to your Transamerica 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 our website at www.transamerica.com 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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Through an Authorized Dealer
| If your dealer has already established your account for you, no additional documentation is needed. Call your dealer to place your order. Transamerica Funds must receive your payment within two business days after your order is accepted. |
By Internet
| You may request an electronic transfer of funds from your bank account to your Transamerica Funds account. The electronic bank link option must be established in advance before ACH purchases will be accepted. Call Customer Service or visit our website at www.transamerica.com for information on how to establish an electronic bank link. |
By Payroll Deduction
| You may have money transferred regularly from your payroll to your Transamerica Funds account. Call Customer Service to establish this option. |
By Wire Transfer
| You may request that your bank wire funds to your Transamerica Funds 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: |
State Street Bank and Trust Company, Boston, MA, ABA#011000028
Credit: Transamerica Funds Acct #00418533
Ref: Shareholder name, Transamerica fund and account numbers.
| Shares will be purchased at the next determined public offering price after receipt of your wire if you have supplied all other required information. |
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.
Transamerica Funds reserves the right to terminate your electronic draft privileges if the drafts are returned unpaid by your bank.
Transamerica Funds or its agents may reject a request for purchase of shares at any time, in whole or in part, in its discretion for any reason at any time, and is not obligated to provide notice before rejecting or canceling an order, including, but not limited to, any purchase under the exchange privilege and any purchase request that does not include an investment representative or an approved broker-dealer.
Selling Shares
Shares may be sold (or redeemed) on any day the New York Stock Exchange is open for business. Proceeds from the redemption of shares will normally be sent to redeeming shareholders within two business days after receipt of a redemption request in good order, but in any event within seven days, regardless of the method the fund uses to make such payment (e.g., check, wire or electronic funds transfer (ACH)). However, Transamerica Funds may postpone payment under certain circumstances, such as when the New York Stock Exchange is closed (other than on weekends or holidays) or trading is restricted, if an emergency exists, or otherwise as permitted by order of the SEC or authorized by law.
If you have recently purchased your shares by check or electronic funds transfer, your redemption payment may be delayed until the fund is reasonably satisfied that the check or electronic funds transfer has cleared (which may take up to ten calendar days). This delay may be avoided if you purchase shares by Federal Funds wire or certified check.
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 for all shareholders. Certain direct institutional accounts may utilize alternative methods in place of a signature guarantee.
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.
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Shares are redeemed at NAV, minus any applicable sales charge.
To request your redemption and receive payment:
Direct Deposit ACH
| You may request an ACH redemption in writing, by phone or by internet access to your account. The electronic bank link must be established in advance. Payment should usually be received by your bank account 2-4 banking days after your request is received in good order. Transamerica Funds does not charge for this payment option. Certain IRAs and qualified retirement plans may not be eligible to request redemptions via the internet. |
Direct Deposit Wire
| 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. Transamerica Funds charges $10 for this service. Your bank may charge a fee as well. |
Check to Address of Record:
| Written Request Send a letter requesting a withdrawal to Transamerica Funds. Specify the 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%. |
| Telephone or Internet Request You may request your redemption by phone or internet. Certain IRAs and qualified retirement plans may not be eligible. |
Check to Another Party/Address
| This request must be in writing, regardless of amount, signed by all account owners with an original signature guarantee. |
Systematic Withdrawal Plan (by Direct Deposit ACH or Check)
| You can establish a Systematic Withdrawal Plan (SWP) either at the time you open your account or at a later date. Systematic withdrawals may be made via ACH between the 3rd and 28th day of the month only, or via check on the 20th day of the month only. Call Customer Service for information on how to establish a SWP, or visit our website to obtain the appropriate form to complete. |
Through an Authorized Dealer
| You may redeem your shares through an authorized dealer (they may impose a service charge). Contact your Registered Representative or Dealer for assistance. |
Your Request to Sell Your Shares and Receive Payment May Be Subject to:
| The type of account you have and if there is more than one shareholder. For example, we may require additional documentation for certain account types or multiple signatures. |
| 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. |
| 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 change was made in the last 10 days, Transamerica Funds requires a redemption request in writing, signed by all account owners with an original signature guarantee. |
| 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. |
| Each 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. |
| Redemption proceeds will be withheld for up to 10 calendar days from the date of purchase for funds to clear. |
| If you request that a withdrawal check be delivered overnight, a $20 overnight fee will be charged. |
Please see additional information relating to original signature guarantee later in this prospectus.
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Shares will normally be redeemed for cash, although each fund retains the right to wholly or partly redeem its shares in kind, under unusual circumstances (such as adverse or unstable market, economic, or political conditions), in an effort to protect the interests of shareholders by the delivery of securities selected from its assets at its discretion. On the same redemption date, some shareholders may be paid in whole or in part in securities (which may differ among those shareholders), while other shareholders may be paid entirely in cash. The disposal of the securities received in-kind may be subject to brokerage costs and, until sold, such securities remain at market risk and liquidity risk, including the risk that such securities are or become difficult to sell. If the fund pays your redemption with illiquid or less liquid securities, you will bear the risk of not being able to sell such securities. Each fund may pay redemption proceeds with cash obtained through short-term borrowing arrangements, if available. Please see the SAI for more details.
Involuntary Redemptions
Each fund reserves the right, to the fullest extent permitted by law, to close your account if the account value falls below the funds minimum account balance, including solely due to declines in NAV, or you are deemed to engage in activities that are illegal (such as late trading), activity that is believed to be detrimental to the fund (such as market timing), or other potential criminal or fraudulent activity.
Exchanging Shares
| You may request an exchange in writing, by phone, or by accessing your account through the internet. |
| You can exchange shares in one fund for shares in the same class of another fund. |
| Class A and Class C shares 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.Class I shares minimum exchange to a new fund account is $1,000,000 per fund account but will be waived for certain investors as outlined within the Minimum Investment Section. |
| Class I shares minimum exchange to a new fund account is $1,000,000 per fund account but will be waived for certain investors as outlined within the Minimum Investment Section. |
| An exchange is treated as a redemption of a 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 for that fund carefully. |
| If you exchange all your shares to a new fund, any active systematic plan that you maintain with Transamerica Funds will also carry over to this new fund unless otherwise instructed. |
| In certain circumstances, shares of one class of a fund may also be exchanged directly for shares of another class of the same fund, as described in the Statement of Additional Information and/or in the Converting Shares section below. |
| Transamerica Funds reserves the right to modify or terminate the exchange privilege at any time upon 60 days written notice. |
| Transamerica Funds reserves the right to deny any exchange request involving transactions between classes of shares. Please review your individual circumstances with your financial professional. |
| 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. |
An exchange of shares in one fund for shares of another fund is considered a redemption followed by a purchase and generally results in a capital gain or loss for federal income tax purposes, unless you are investing through an IRA, 401(k) or other tax-advantaged account. An exchange of shares of one class directly for shares of another class of the same fund normally should not be taxable for federal income tax purposes. You should consult your tax advisor before making an exchange.
Converting Shares
If you hold Class A or Class C shares and are eligible for purchase of Class I shares as described under the Minimum Investment section, you may be eligible to convert your Class A or Class C shares to Class I shares (or, under certain circumstances, convert to Class A shares) of the same fund, subject to the discretion of Transamerica Fund Services, Inc., to permit or reject such a conversion. If you hold Class I shares and are eligible to purchase Class R6 shares, you may be eligible to convert Class I shares to Class R6 shares of the same fund, subject to certain conditions. If you hold Class I shares and are eligible to purchase Class I2 shares, you may be eligible to convert Class I shares to Class I2 shares of the same fund, subject to certain conditions. Class I investors that are no longer eligible for wrap or fee based programs may convert from Class I shares to Class A shares at the request of the financial intermediary. Please contact your financial adviser or Customer Service for conversion requirements and instructions.
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A conversion between share classes of the same fund is a nontaxable event.
If you convert from one class of shares to another, the transaction will be based on the respective NAVs of the two classes on the trade date for the conversion. Consequently, a conversion may provide you with fewer shares or more shares than you originally owned, depending on that days NAV. At the time of conversion, the total dollar value of your old shares will equal the total dollar value of your new shares. However, subsequent share price fluctuations may decrease or increase the total dollar value of your new shares compared with that of your old shares. Note that you may be responsible for paying a CDSC upon conversion if the shares have not reached the applicable holding period.
Choosing a Share Class
Individual investors can generally invest in Class A and Class C shares. The amount of your investment and the amount of time that you plan to hold your shares will determine which class of shares you should choose. You should make this decision carefully because all of your future investments in your account will be in the same share class that you designate when you open your account. Your financial professional can help you choose the share class that makes the best sense for you.
If you are investing a large amount and/or plan to hold your shares for a long period, Class A shares may make the most sense for you. If you are investing a lesser amount, you may want to consider Class C shares if you plan to invest for a period of less than 5 years. If you hold Class C shares for ten years from the date of purchase, they will generally automatically convert to Class A shares of the same fund, resulting in lower 12b-1 distribution and fees after conversion. Please see the section Class C Shares Level Load for further information of the conversion process.
Transamerica Funds may, at any time and in its sole discretion, add, delete, or change the sales charges for any share class.
Information regarding sales charges can also be found (free of charge) on the Transamerica Funds website at https://www.transamerica.com/individual/what-we-offer/education/learning-center/. Scroll down to Get smart with investing basics and click on Three important considerations and click on download to download the guide.
Class A Shares Front Load
With Class A shares, you pay an initial sales charge only when you buy shares. (The offering price includes the sales charge.) Initial sales charges do not apply to Transamerica Government Money Market.
There are 12b-1 distribution and service fees of up to 0.25% per year.
If you are investing $1 million or more in a Transamerica Fund (other than Transamerica Short-Term Bond), you can purchase Class A shares without any sales charge. However, if you redeem any of those shares within the first 24 months after buying them, you will pay a 1.00% contingent deferred sales charge (CDSC), unless they were purchased through a retirement plan described in Section 401(a), 401(k), 401(m), 403(b) or 457 of the Internal Revenue Code with assets of $1 million or more and whose accounts are held through an omnibus or plan level arrangement, or through a wrap account or fee-based program for the benefit of clients of certain broker-dealers, financial institutions, or financial planners who have entered into arrangements with Transamerica Funds or TCI and did not receive an upfront commission (finders fee) the CDSC may be waived. In the event that you exchange Class A shares purchased in an amount of $1 million or more for shares of another fund, you will be charged the CDSC imposed by the fund into which you exchange your shares. The term of this CDSC will commence on the date that you initially purchase Class A shares of a Transamerica fund in an amount of $1 million or more.
If you invest $250,000 or more in Transamerica Short-Term Bond, you can purchase Class A shares without any sales charge. However, if you redeem any of these shares within the first 12 months after buying them, you will pay a 0.75% CDSC, unless they were purchased in a retirement plan or wrap account or fee-based program as described above and the applicable broker-dealer, financial institution, or financial planner did not receive an upfront commission (finders fee). In the event that you exchange any of these shares for shares of another fund, you will be charged the CDSC imposed by the fund into which you exchange your shares. The term of this CDSC will commence on the date that you initially purchase Class A shares of Transamerica Short-Term Bond without any sales charge as described in this paragraph.
Sales charge (load) waivers may be available for eligible purchases made through financial intermediaries that offer Transamerica Funds Class A shares on a load-waived basis to certain investors in accordance with the intermediarys policies and procedures. Sales charge waivers may also be available for certain employee benefits or retirement plans, other than employee benefits or retirement plans that purchase Class A Shares through brokerage relationships in which sales charges are customarily imposed.
Whether a sales charge waiver is available depends upon the policies and procedures of your brokerage firm or intermediary. Purchasers must notify their financial intermediary if they believe they are eligible for a discount or waiver before the placement of an order, and provide information requested by the financial intermediary. Not all financial intermediaries that sell the funds may offer any or all of the discounts or waivers. See the section Waivers and/or Reductions of Charges for further details.
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Class C Shares Level Load
With Class C shares, you pay no initial sales charge. You will pay a 1.00% CDSC if shares are redeemed during the first 12 months. There are 12b-1 distribution and service fees of up to 1.00% per year.
The maximum purchase order in Class C shares is $999,999.99.
Subject to the conditions and circumstances set out below, Class C shares will automatically convert to Class A shares after ten years from the date of purchase, provided that the relevant Transamerica Funds or the financial intermediary through which you have purchased or hold Class C shares, has records verifying that the Class C shares have been held for at least ten years. Conversion is done at NAV. Please check with your financial intermediary for details. Please note that the financial intermediary involved with your share purchase is solely responsible for converting any eligible Class C shares in an omnibus arrangement. Certain financial intermediaries may choose to convert your Class C shares in an omnibus arrangement earlier than ten years. The automatic conversion of Class C shares to Class A shares will not apply to Class C shares held through group retirement plan recordkeeping platforms of certain financial intermediaries who hold such shares in an omnibus account. Account numbers will need to be provided by the financial intermediary holding the group retirement plan(s) to have those accounts excluded from the automatic conversion. In such circumstances, please speak to your financial advisor (or the plan providers financial intermediary) for further information.
Following the conversion of your Class C shares, your new Class A shares will be subject to those charges as set out for Class A shares (above).
Contingent Deferred Sales Charge
Your shares may be subject to a CDSC. Dividends and capital gains are not subject to the sales charge. There is no charge on any increase in the value of your shares. Transamerica Funds will always use the first in, first out method to fulfill your redemption requests. If your shares are worth less than when you bought them, the charge will be assessed on their current, lower value. In some cases, the sales charge may be waived.
Waivers and Reductions of Sales Charges
You may be eligible for reductions and waivers of sales charges. Sales charges may be reduced or waived under certain circumstances and for certain groups. Information about reductions and waivers of sales charges is set forth below. In addition, certain intermediaries may provide different sales charge discounts and/or waivers. These sales charge variations and the applicable intermediaries are described in an Appendix to this prospectus, Waivers and Discounts Available from Intermediaries. You should consult your broker or financial advisor or TAM for assistance.
Class A Sales Charge Reductions
You can lower the sales charge percentage in the following ways:
| Substantial investments receive lower sales charge rates (see tables below). |
| The rights of accumulation allows you, your spouse and children under age 21 to include the value of your existing holdings in any class of shares of the Transamerica Funds to determine your Class A or Class T sales charge. Breakpoints are derived from the daily NAV at the market close, the current combined account value at the time of the purchase and the gross amount of the new purchase. |
| A Letter of Intent (LOI) allows you, your spouse and children under age 21 to count all share investments, up to a maximum of $1 million, in a Transamerica fund (except as noted below for Transamerica Short-Term Bond) over the next 13 months, as if you were making them all at once, to qualify for reduced sales charges on your Class A or Class T investments. The 13 month period will begin on the date of your first purchase following the execution of your LOI. The market value of your existing holdings eligible to be aggregated as of the trading day immediately before the start of your LOI period will be credited toward satisfying your LOI. Purchases made at NAV after the establishment of your LOI (as a result of another waiver or sales charge reduction) shall not count toward meeting the amount stated in your LOI. Transamerica Funds will reserve a portion of your shares to cover any additional sales charge that may apply if your LOI amount is not met. |
| By investing as part of a qualified group. An individual who is a member of a qualified group may purchase Class A or Class T shares at the reduced sales charge applicable to that group as a whole. A qualified group is one which has at least ten members; has been in existence for at least six months; has some purpose in addition to the purchase of mutual fund shares at a discount; has agreed to include fund sales publications in mailings to members; has arrangements made for access to the group which are satisfactory to |
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Transamerica Funds transfer agent; has arrangements satisfactory to Transamerica Funds transfer agent established for verification that the group meets these requirements; and the groups sole organizational nexus or connection is not that the members are credit card holders of a company, policy holders of an insurance company, customers of a bank or a broker-dealer, clients of an investment manager or security holders of a company. Transamerica Funds reserves the right to waive the requirement that the group continue to meet the minimum membership requirement or the requirement that an investor continues to belong to the group in order to qualify for lower sales charges (but not to waive either of these requirements initially). To establish a group purchase program, both the group itself and each participant must complete an application. Please contact Customer Service (1-888-233-4339) for further information and assistance. Qualified group accounts are not eligible to be counted under a rights of accumulation or LOI sales charge reduction or waiver with accounts other than accounts in the qualified group. |
| By investing in a SIMPLE IRA plan held by Transamerica Fund Services, Inc. with UMB Bank, N.A. as custodian, you and all plan participants will receive a reduced sales charge on all plan contributions that exceed quantity discount amounts. SIMPLE IRA plan accounts are not eligible to be counted toward a sales charge reduction or waiver with accounts other than accounts in the SIMPLE IRA plan. |
Class A Share Quantity Discounts (Applicable to the Destination Fund) | ||||
Amount of Purchase* |
Sales Charge as % of Offering Price |
Sales Charge as % of Amount Invested | ||
Under $50,000 |
5.50% | 5.82% | ||
$50,000 to under $100,000 |
4.75% | 4.99% | ||
$100,000 to under $250,000 |
3.50% | 3.63% | ||
$250,000 to under $500,000 |
2.75% | 2.83% | ||
$500,000 to under $1,000,000 |
2.00% | 2.04% | ||
$1,000,000 and over |
0.00% | 0.00% | ||
Class A Share Quantity Discounts (Applicable to the Target Fund) | ||||
Amount of Purchase* |
Sales Charge as % of Offering Price |
Sales Charge as % of Amount Invested | ||
Under $50,000 |
4.75% | 4.99% | ||
$50,000 to under $100,000 |
4.00% | 4.17% | ||
$100,000 to under $250,000 |
3.50% | 3.63% | ||
$250,000 to under $500,000 |
2.25% | 2.30% | ||
$500,000 to under $1,000,000 |
1.25% | 1.27% | ||
$1,000,000 and over |
0.00% | 0.00% |
The transfer agent, Transamerica Fund Services, Inc. must be notified when a purchase is made that qualifies under any of the above provisions. Consequently, when a purchaser acquires shares directly from Transamerica Funds, he/she must indicate in his/her purchase order that such purchase qualifies under any of the above provisions, and must provide enough information to substantiate that claim. When a purchaser acquires shares through a dealer or other financial intermediary, he/she must inform his/her dealer or other financial intermediary of any facts that may qualify a purchase for any of the above provisions, such as, for example, information about other holdings of Class A or Class T shares of the funds that the purchaser has, directly with Transamerica Funds, or through other accounts with dealers or financial intermediaries. To substantiate a claim, it may be necessary for a purchaser to provide TFS or his/her dealer or other financial intermediary information or records regarding shares of Transamerica Funds held in all accounts (e.g., retirement plan accounts) of the purchaser directly with Transamerica Funds or with one or several dealers or other financial intermediaries, including to substantiate rights of accumulation accounts held by a spouse and children under age 21.
Waiver of Class A Initial Sales Charges
Class A shares may be purchased without a sales charge by:
| Current and former trustees, directors, officers, and employees of Transamerica Funds and its affiliates; employees of Transamerica Funds sub-advisers; sales representatives and employees of dealers having a sales agreement with Transamerica Funds distributor, TCI; and any family members thereof; |
| Any trust, pension, profit-sharing or other benefit plan for any of the foregoing persons; |
| Wrap accounts or fee-based programs for the benefit of clients of certain broker-dealers or financial institutions; |
| Employer-sponsored retirement plans described in Section 401(a), 401(k), 401(m), 403(b) or 457 of the Internal Revenue Code with assets of $1 million or more and whose accounts are held through an Omnibus or plan level arrangement; |
| Retirement plans described in Section 401(a), 401(k), 401(m), 403(b), or 457 of the Internal Revenue Code whose accounts are held through an Omnibus or plan level arrangement that purchased Class A shares without a sales charge prior to August 31, 2007; |
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| Other retirement plans that purchased Class A shares without a sales charge prior to April 28, 2006; |
| Other retirement plans whose accounts are held through an arrangement with Morgan Stanley & Co. Incorporated; |
| Other retirement plans whose accounts are held through an arrangement with Ascensus (formerly BISYS Retirement); |
| Other retirement plans whose accounts are held through an arrangement with Sammons Financial NetworkSM LLC; |
| Other retirement plans, non-qualified brokerage accounts, and other accounts that are opened through an arrangement with Transamerica Retirement Advisors, Inc., Transamerica Retirement Solutions Corporation, Transamerica Investors Securities Corporation or Clark Consulting, LLC; |
| Other individual retirement accounts held in the Merrill Lynch Investor Choice Annuity (IRA Series) with Transamerica Advisors Life Insurance Company and Transamerica Financial Life Insurance Company; |
| Certain financial intermediaries who have entered into an agreement with Transamerica Capital, Inc. to offer shares to self-directed investment brokerage accounts or on self-directed platforms that may or may not charge a transaction fee to their customers (Please see the Appendix Waivers and Discounts Available from Intermediaries for more information); |
| Employees of DST Systems, Inc., for such time as DST Systems, Inc. has an active service agreement with Transamerica Funds; and |
| Employees of State Street Bank & Trust Company, for such time as State Street Bank & Trust Company has an active service agreement with Transamerica Funds. |
Investments by the retirement plan accounts mentioned above are not eligible to be counted under a rights of accumulation or letter of intent sales charge reduction or waiver with accounts other than accounts in the retirement plan.
Any person listed above (including retirement plan accounts and retirement plans) who requests a waiver of sales charges must provide adequate information to his/her broker-dealer or other financial intermediary or the funds distributor to substantiate such request.
Persons eligible to buy Class A shares at NAV may not impose a sales charge when they re-sell those shares.
Waiver of Class A and Class C Contingent Deferred Sales Charges
You will not be assessed a sales charge in the following situations:
| Following the death of the shareholder on redemptions from the deceased persons account only. If this deceased persons account is re-registered to another name, sales charges would continue to apply to this new account. The transfer agent will require satisfactory proof of death before it determines to waive the CDSC fee. |
| Following the total disability of the shareholder (as determined by the Social Security Administration applies only to shares held at the time the disability is determined). The transfer agent will require satisfactory proof of disability before it determines to waive the CDSC fee. |
| On redemptions made under Transamerica Funds systematic withdrawal plan (may not exceed an annualized 12% of the account value per fund on the day the systematic withdrawal plan was established). |
| If you redeem your shares and reinvest the proceeds in the same class of any fund within 90 days of redeeming, the sales charge on the first redemption is waived. |
| For clients of broker-dealers that redeem Class C shares for which the selling broker-dealer was not paid an up-front commission by TCI. |
Information on sales charge reductions and/or waivers can also be found (free of charge) on the Transamerica Funds website at https://www.transamerica.com/individual/what-we-offer/products/mutual-funds/.
Features and Policies
Customer Service
Occasionally, Transamerica Funds 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 Transamerica Funds by telephone, please consider visiting our website at www.transamerica.com.
You may also send instructions by mail or by fax by using the information in the How to Contact the Funds section above, or by using our automated phone system at 1-888-233-4339.
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Uncashed Checks Issued on Your Account
If any check Transamerica Funds issues is returned by the Post Office as undeliverable, or remains outstanding (uncashed) for six months, we reserve the right to reinvest check proceeds back into your account at the NAV next calculated after reinvestment. If applicable, we will also change your account distribution option from cash to reinvest. Interest does not accrue on amounts represented by uncashed checks. In case we are 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, we reserve the right to reinvest the proceeds in Transamerica Government Money Market.
Minimum Dividend Check Amounts
To control costs associated with issuing and administering dividend checks, we reserve 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, Transamerica Funds 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. Transamerica Funds 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:
Account Balance (per fund account) | Fee Assessment (per fund account) | |
If your balance is below $1,000 per fund account, including solely due to declines in NAV |
$25 annual fee assessed, until balance reaches $1,000 |
No fees will be charged on:
| accounts opened within the preceding 12 months |
| accounts with an active monthly Automatic Investment Plan or payroll deduction ($50 minimum per fund account) |
| accounts owned by an individual that, when combined by Social Security Number, have a balance of $5,000 or more |
| accounts owned by individuals in the same household (by address) that have a combined balance of $5,000 or more |
| accounts for which Transamerica Funds in its discretion has waived the minimum account balance requirements |
| UTMA/UGMA accounts (held at Transamerica Funds) |
| UMB Bank, N.A. Custodial Accounts (held at Transamerica Funds) |
| Coverdell ESA accounts (held at Transamerica Funds) |
| Omnibus and Network Level 3 accounts |
While there is currently no minimum account size for maintaining a Class I share account, the funds reserve the right, without prior notice, to establish a minimum amount required to maintain an account.
Telephone Transactions
Transamerica Funds and its transfer agent, Transamerica Fund Services, Inc. (TFS) are not liable for complying with telephone instructions that are deemed by them to be genuine. Transamerica Funds and TFS will employ reasonable procedures to help ensure telephone instructions are genuine. These procedures may include requiring personal identification, providing written confirmation of transactions, and tape recording conversations. In situations where Transamerica Funds or TFS reasonably believe they were acting on genuine telephone instructions, you bear the risk of loss. Transamerica Funds reserves the right to modify the telephone redemption privilege at any time.
Retirement and Coverdell ESA UMB Bank, N.A. Account Maintenance Fees
Retirement plan and Coverdell ESA accounts custodied by UMB Bank, N.A. and held directly with Transamerica Funds are subject to an annual custodial fee of $17.50 per fund account.
An A-share account that holds shares converted from a C-share account shall be considered as part of the original C-share account for purposes of this fee and only the A-share account will be subject to the fee. TFS may waive the annual custodial fee at its discretion.
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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 Transamerica Funds. 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. 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. For certain requests, a notary may be accepted.
An original signature guarantee is typically required if any of the following is applicable:
| 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. |
| You would like a check made payable to anyone other than the shareholder(s) of record. |
| You would like a check mailed to an address which has been changed within 10 days of the redemption request. |
| You would like a check mailed to an address other than the address of record. |
| You would like your redemption proceeds wired to a bank account other than a bank account of record. |
| You are adding or removing a shareholder from an account. |
| You are changing ownership of an account. |
| When establishing an electronic bank link, if the Transamerica Funds account holders name does not appear on the check. |
| Transactions requiring supporting legal documentation. |
The funds reserve the right to require an original signature guarantee or a notary under other circumstances or to reject or delay a redemption on certain legal grounds.
An original signature guarantee or notary may be refused if any of the following is applicable:
| It does not appear valid or in good form. |
| The transaction amount exceeds the surety bond limit of the signature guarantee. |
| The guarantee stamp has been reported as stolen, missing or counterfeit. |
Certain direct institutional accounts may utilize alternative methods in place of a signature guarantee with prior approval from Transamerica. Contact Transamerica for additional details.
Note: For certain maintenance and non-financial requests, Transamerica Funds may require a Signature Validation Program Stamp for your protection. When an institution provides a Signature Validation Program Stamp, it assures Transamerica Funds that the signature and instructions are yours and that you have the authority to provide the instruction(s) contained within the request.
Electronic Signatures
Transamerica may accept electronic signatures in certain circumstances. Please contact Customer Service (1-888-233-4339) to see if you are eligible for this feature.
Paperless Legal Program
Transamerica may accept requests to transfer or redeem accounts having an original signature guarantee without the necessity to include additional legal documentation. The shareholder should contact their signature guarantor regarding all documentation that may be required to obtain an original signature guarantee.
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 Transamerica Funds 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 we are unable to take reasonable precautions to verify your shareholder and transaction information, we cannot respond to account-specific requests received via e-mail. For your protection, we ask that all account-specific requests be submitted only via telephone, mail or fax.
Reinvestment Privilege (Does not apply to Class I shares)
Within a 90-day period after you sell your shares, you have the right to reinvest your money in any fund, in shares of the same class as the shares that you sold. You will not incur a new sales charge if you use this privilege within the allotted time frame. Any CDSC you paid on your shares will be credited to your account. To take advantage of the 90-day reinvestment privilege, a written request must accompany your investment check.
Statements and Reports
Transamerica Funds 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 is disclosed in this prospectus. Please review the confirmation statement carefully and promptly notify Transamerica Funds of any error. Information about the tax status of the prior years income dividends and capital gains distributions will be mailed to shareholders early each year.
Please retain your statements. If you require historical statements, Transamerica Funds may charge $10 per statement year up to a maximum of $50 per Social Security Number. Financial reports for the funds, which include a list of the holdings, will be mailed twice a year to all shareholders.
eDelivery
By enrolling in eDelivery, you are notified via e-mail when shareholder documents are available for viewing on our website such as account statements, financial transaction confirmations, prospectuses, tax forms, and annual and semi-annual reports. With eDelivery, you can save time by receiving e-mail notifications days before documents might be received through the postal service; reduce clutter by reducing the amount of paper for filing, shredding, or recycling; lower environmental impact by cutting paper waste and transportation requirements; and enjoy added security by accessing your information electronically through our secure website link.
You can enroll in eDelivery when you initially complete your application and include your e-mail address. If your account is already established, visit our website at www.transamerica.com. Click on Login, select Individual, click next; select Mutual Funds, click next; and log into your account. When you have logged into your account, select the Electronic Delivery option and follow the simple enrollment steps provided.
Right to Terminate or Suspend Account Privileges
A fund may, in its discretion, limit or terminate trading activity by any person, group or account that it believes would be disruptive, even if the activity has not exceeded the policy described in this prospectus. As part of the funds policy to detect and deter frequent purchases, redemptions and exchanges, the fund may review and consider the history of frequent trading activity in all accounts in the Transamerica Funds known to be under common ownership or control. The fund may send a written warning to a shareholder that it believes may be engaging in disruptive or excessive trading activity; however, the fund reserves the right to suspend or terminate the ability to purchase or exchange shares, with or without warning, for any account that the fund determines, in the exercise of its discretion, has engaged in such trading activity.
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 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 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 Board of Trustees has approved policies and procedures that are designed to discourage market timing or excessive trading, which include limitations on the number of transactions in fund shares. If you intend to engage in such practices, we request that you do not purchase shares of any of the funds. Each fund reserves the right to reject any request to purchase shares, including purchases in connection with an exchange transaction, which the fund reasonably believes to be in connection with market timing or excessive trading.
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While the funds discourage market timing and excessive short-term trading, the funds cannot always recognize or detect such trading, particularly if it is facilitated by financial intermediaries or done through Omnibus Account arrangements.
The funds distributor 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 the capabilities of operational and information systems. Due to the risk that the funds and financial intermediaries may not detect all harmful trading activity, it is possible that shareholders may bear the risks associated with such activity.
Orders to purchase, redeem or exchange shares forwarded by certain omnibus accounts with Transamerica Funds will not be considered to be market timing or excessive trading for purposes of Transamerica Funds policies. However, the market timing and excessive trading policies of these omnibus firms or plans may apply to transactions by the underlying shareholders.
Reallocations in underlying series of Transamerica Funds by an Asset Allocation Fund that invests in other series of Transamerica Funds in furtherance of a funds objective are not considered to be market timing or excessive trading.
Additional Information
The funds prospectus and SAI provide information concerning the funds that you should consider in determining whether to purchase shares of a fund. A fund may make changes to this information from time to time. Each funds investment objective may be changed by the Board without shareholder approval. Each funds investment strategies and policies may be changed from time to time without shareholder approval, unless specifically stated otherwise in the funds prospectus or SAI.
A fund that has a policy of investing, under normal circumstances, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in the particular type of securities suggested by its name will provide its shareholders with at least 60 days prior written notice before making changes to such policy. Such notice will comply with the conditions set forth in any applicable SEC rules then in effect.
Neither the funds prospectus nor the SAI is intended to give rise to any contract rights or other rights of any shareholder, other than any rights conferred by federal or state securities laws that may not be waived.
The funds enter into contractual arrangements with various parties, including the funds investment manager, who provides services to the funds. Shareholders are not parties to, or intended (or third-party) beneficiaries of those contractual arrangements.
To the extent authorized by law, the funds reserve the right to discontinue offering shares at any time, to merge or liquidate a class of shares or to cease operations entirely.
Abandoned or Unclaimed Property
Every state has unclaimed property laws that generally provide for escheatment to the state of unclaimed property under various circumstances. In addition to the state unclaimed property laws, we may be required to escheat property pursuant to regulatory demand, finding, agreement or settlement. To help prevent such escheatment, it is important that you keep your contact and other information on file with us up to date, including the names, contact information and identifying information for customers, beneficiaries and other payees. Such updates should be communicated in a form and manner satisfactory to us. Individual states may have their own requirements. For more information regarding escheatment and unclaimed property in your state, ask your salesperson or visit your financial intermediarys website.
Sending Forms and Transaction Request in Good Order
We cannot process your requests for transactions relating to the funds until they are received in good order. Good order means the actual receipt of the instructions relating to the requested transaction in writing (or, when appropriate, by telephone or electronically), along with all forms, information and supporting legal documentation necessary to effect the transaction. This information and documentation generally includes, to the extent applicable to the transaction: your completed application; the transaction amount (in dollars, shares or percentage terms); the names, fund and account number(s) and allocations to and/or from the fund accounts affected by the requested transaction; the signatures of all owners (exactly as registered on the account) if necessary; Social Security Number or Taxpayer I.D.; and any other information or supporting documentation that we may require, including any spousal or joint owners consents and signature guarantees. With respect to purchase requests, good order also generally includes receipt of sufficient funds to effect any purchase. We may, in our sole discretion, determine whether any particular transaction request is in good order, and we reserve the right to change or waive any good order requirements at any time. Received or receipt in good order generally means that everything necessary must be received by the funds, at our mailing address specified in this prospectus. We reserve the right to reject electronic transactions that do not meet our requirements.
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Pricing of Shares
How Share Price Is Determined
The price at which shares are purchased or redeemed is the NAV, plus any applicable sales charge, 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 fund, an authorized intermediary, or the mail processing center located in Kansas City, Missouri.
When Share Price Is Determined
The NAV of each fund (or class thereof) is determined on each day the NYSE is open for business as of the scheduled close of regular trading (normally 4:00 p.m. Eastern time). If the NYSE closes at another time, each fund will calculate a NAV for each class of shares as of the scheduled closing time. The NAV 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 fund does not price its shares (therefore, the value of a funds foreign securities may change on days when shareholders will not be able to buy or sell shares of the funds). These securities will be valued pursuant to the funds Pricing and Valuation procedures for such securities.
Purchase orders received in good order and accepted, and redemption orders received in good order, as of the scheduled close of regular trading of the NYSE, usually 4:00 p.m. Eastern Time, receive the NAV determined as of the close of the NYSE that day. Purchase and redemption requests received after the NYSE is closed receive the NAV determined as of the close of the NYSE the next day the NYSE is open.
Purchase orders for shares of the Asset Allocation Funds that are received in good order and accepted as of the scheduled close of regular trading of the NYSE receive the NAV determined as of the close of the NYSE that day. For direct purchases, corresponding orders for shares of the underlying constituent funds are priced on the same day that orders for shares of the Asset Allocation Funds are received and accepted. For purchases of shares of the Asset Allocation Funds through the National Securities Clearing Corporation (NSCC), 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.
How NAV Is Calculated
The NAV of each fund (or class thereof) is calculated by taking the value of its net assets and dividing by the number of shares of the fund (or class) that are then outstanding.
The Board has approved procedures to be used to value the funds securities for purposes of determining the funds NAV. The valuation of the securities of the funds is determined in good faith by or under the direction of the Board. While the Board has primary responsibility to shareholders for valuation of portfolio securities, the Board has delegated certain valuation functions for the funds to TAM.
In general, securities and other investments (including shares of ETFs) are valued based on market prices at the close of regular trading on the NYSE. Fund securities (including shares of ETFs) listed or traded on domestic securities exchanges or the NASDAQ/NMS, including dollar-denominated 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 last bid price. The market price for debt obligations is generally the price supplied by an independent third party pricing service, which may use market prices or quotations or a variety of fair value techniques and methodologies. Short-term debt obligations that will mature in 60 days or less are valued at amortized cost, unless it is determined that using this method would not reflect an investments fair value. The prices that a fund uses may differ from the amounts that would be realized if the investments were sold and the differences could be significant, particularly for securities that trade in relatively thin markets and/or markets that experience extreme volatility. 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 funds (other than ETF shares) are generally valued at the NAV reported by that investment company. ETF shares are valued at the most recent sale price or official closing price on the exchange on which they are traded.
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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 may, in good faith, establish a value for the security in accordance with fair valuation procedures adopted by the Board. The Board reviews all fair value determinations typically at its regularly scheduled meetings. 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 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 the 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 fund could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the fund determines its NAV.
Disclosure of Portfolio Holdings
A detailed description of each funds policies and procedures with respect to the disclosure of its portfolio holdings is available in the SAI and available on the Transamerica Funds website at www.transamerica.com.
ADDITIONAL INFORMATION ABOUT THE DESTINATION FUND
Investment Manager
TAM, located at 1801 California Street, Suite 5200, Denver, CO 80202, serves as investment manager for Transamerica Funds. TAM provides continuous and regular investment management services to the funds. For each of the funds, TAM currently acts as a manager of managers and hires investment sub-advisers to furnish investment advice and recommendations and has entered into a sub-advisory agreement with the Destination Funds sub-adviser. In acting as a manager of managers, TAM provides investment management services that include, without limitation, selection, proactive oversight and monitoring of sub-advisers, daily monitoring of the sub-advisers buying and selling of securities for the Destination Fund and regular review and evaluation of sub-adviser performance and adherence to investment style and process. TAMs management services include, among other things, the provision of supervisory, compliance and administrative services to the Destination Fund. More information on the investment management services rendered by TAM is included in the SAI. TAM is paid investment management fees for its service as investment manager to the Destination Fund. These fees are calculated on the average daily net assets of the Destination Fund, and are paid at the rates previously shown in this Proxy Statement/Prospectus.
TAM has been a registered investment adviser since 1996. As of October 31, 2020, TAM has approximately $79.4 billion in total assets under management.
TAM is directly owned by Transamerica Life Insurance Company (TLIC) (77%) and AUSA Holding, LLC (AUSA) (23%), both of which are indirect, wholly owned subsidiaries of Aegon NV. TLIC is owned by Commonwealth General Corporation (Commonwealth). Commonwealth and AUSA are wholly owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is wholly owned by Aegon International B.V., which is wholly owned by Aegon NV, a Netherlands corporation, and a publicly traded international insurance group.
TAM acts as a manager of managers for the funds pursuant to an exemptive order from the U.S. Securities and Exchange Commission (SEC) (Release IC- 23379 dated August 5, 1998). TAM has responsibility, subject to oversight by the Board of Trustees, to, among other matters, oversee and monitor sub-advisers, recommend selection of sub-advisers and recommend changes to sub-advisers where it believes appropriate or advisable. The exemptive order permits TAM, subject to certain conditions including the approval of the Board of Trustees, but without the approval of the applicable funds shareholders, to:
(1) | 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; |
(2) | materially change the terms of any sub-advisory agreement; and |
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(3) | 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. |
Pursuant to the Order, each fund has agreed to provide certain information about new sub-advisers and new sub-advisory agreements to its shareholders.
A discussion regarding the basis of the Boards most recent approval of the Destination Funds investment management agreement with TAM is available in the Destination Funds annual report for the fiscal year ended October 31, 2020.
Sub-Adviser
TSW, the sub-adviser to the Destination Fund, is an indirect subsidiary of BrightSphere Investment Group Inc., a New York Stock Exchange listed company. TSW has been a registered investment adviser since 1970. As of September 30, 2020, TSW has approximately $18.9 billion in total assets under management.
A discussion regarding the basis of the Boards most recent approval of the sub-advisory arrangement with TSW is available in the Destination Funds annual report for the fiscal year ended October 31, 2020.
Legal Proceedings
On September 30, 2020, Transamerica Asset Management, Inc. (TAM), the investment manager of the funds, entered into a settlement with the Securities and Exchange Commission (the SEC) relating to expense recaptures. The recaptures at issue, which TAM self-reported to the SEC, involved amounts previously voluntarily waived and/or reimbursed to four money market funds to prevent the funds from experiencing a negative yield. In some cases recaptures under the voluntary yield waiver arrangements exceeded contractual expense limits. The recaptured amounts were not reflected in the funds prospectus fee tables. The funds involved were Transamerica Government Money Market, Transamerica BlackRock Government Money Market VP, Transamerica Partners Government Money Market and Transamerica Partners Institutional Government Money Market. The two Transamerica Partners Government Money Market funds reorganized into Transamerica Government Money Market in October of 2017.
Under the settlement order, TAM agreed to pay affected fund investors approximately $5.3 million in disgorgement and approximately $690,000 in prejudgment interest. These amounts represent expenses incurred above the applicable expense limit (plus interest). TAM was also censured and ordered to cease and desist from committing or causing any violations of certain statutory provisions and SEC rules. The settlement order imposes no civil penalty on TAM based upon TAM having self-reported the matter, the prompt remedial steps taken by TAM, and TAMs cooperation in the SEC staffs investigation. The settlement order does not affect TAMs ability to manage the funds.
The foregoing is only a brief summary of the settlement order. A copy of the settlement order is available on the SECs website at https://www.sec.gov.
Distribution of Shares
Distributor
Transamerica Capital, Inc. (TCI), located at 1801 California Street, Suite 5200, Denver, CO 80202, underwrites and distributes all classes of fund shares and bears the expenses of offering these shares to the public. TCI is an affiliate of the investment manager and the funds.
The funds may pay TCI, or its agent, fees for its services. Of the distribution and service fees it usually receives for Class A shares, TCI, or its agent, may reallow or pay to brokers or dealers who sold them 0.25% of the average daily net assets of those shares. In the case of Class C shares, TCI, or its agent, reallows or pays to brokers, dealers or intermediaries its entire fee to those entities who sold them.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the fund through a broker-dealer or other financial intermediary, the fund and/or its affiliates may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
49
Distribution Plan
Each fund has adopted a Rule 12b-1 Plan under the Investment Company Act of 1940 (the Plan) for each class of shares (except Class I shares).
The Plan permits the use of fund assets to pay distribution and service fees for the sale and distribution of its shares. These fees are used to pay TCI, broker-dealers, financial intermediaries and other professionals who sell fund shares and provide ongoing services to shareholders and to pay other marketing and advertising expenses.
Under the Plan, each fund pays the following distribution and service fees (as a percentage of the funds average daily net assets):
| Class A Shares Up to 0.25% |
| Class C Shares Up to 1.00% |
Because these fees are paid out of each funds assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
Even though Class C shares do not carry up-front sales loads, the higher distribution and service fees payable by those shares under the Rule 12b-1 Plan, may over time, be higher than the total fees paid by owners of Class A shares.
Other Distribution and Service Arrangements
TCI, TAM and their affiliates may enter into arrangements with affiliated entities that provide administrative, recordkeeping and other services with respect to one or more of the funds. Payment for these services is made by TCI, TAM and their affiliates out of past profits and other available sources and may take the form of internal credit, recognition or cash payments. TCI, TAM and their affiliates may also enter into similar arrangements with unaffiliated entities.
TCI engages in wholesaling activities designed to support, maintain, and increase the number of financial intermediaries who sell shares of the funds. Wholesaling activities include, but are not limited to, recommending and promoting, directly or through intermediaries, the funds to financial intermediaries and providing sales training, retail broker support and other services. Payment for these activities is made by TCI, TAM and their affiliates out of past profits and other available sources, including revenue sharing payments from others.
TCI (in connection with, or in addition to, wholesaling services), TAM and fund sub-advisers, directly or through TCI, out of their past profits and other available sources, typically provide cash payments or non-cash compensation to unaffiliated brokers and other financial intermediaries who have sold shares of the funds, promote the distribution of the funds or render investor services to fund shareholders. Such payments and compensation are in addition to the sales charges, Rule 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. The amount of revenue sharing payments is substantial, may be substantial to any given recipient and may exceed the costs and expenses incurred by the recipient for any fund-related distribution or shareholder servicing activities. The presence of these payments and the basis on which an intermediary compensates its registered representatives or salespersons may create an incentive for a particular intermediary, registered representative or salesperson to highlight, feature or recommend the funds, at least in part, based on the level of compensation paid. Revenue sharing arrangements are separately negotiated. Revenue sharing payments are not an additional charge to the funds.
Such additional cash payments may be made to brokers and other financial intermediaries that provide services to the funds and/or fund shareholders, including (without limitation) shareholder servicing, marketing support and/or access to meetings and/or events, 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 fund on a sales list or mutual fund trading platform, including a preferred or select sales list or trading platform, 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, TAM 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 based on sales, on-going 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 for a particular period; (ii) as a percentage of gross or net assets under management; (iii) as a fixed or negotiated flat fee dollar amount; or (iv) based on a combination of any of these methods. These payments are made on a periodic basis, such as monthly or quarterly. During 2019, in general, payments calculated as a percentage of sales ranged from 10 basis points (0.10%) to 75 basis points (0.75%), payments calculated as a percentage of assets under management ranged from 2 basis points (0.02%) to 15 basis points (0.15%), and flat annual fees ranged from $21,000 to $500,000, which included at times payments for a series of meetings and/or events of other broker-dealers and banks.
50
For the calendar year ended December 31, 2019, TCI and its affiliates received revenue sharing payments that totaled approximately $1.9 million. The firms that paid revenue to participate in TCI sponsored events included but were not limited to the following: Alliance Bernstein; Allianz Global Investors; American Century Investments; American Funds; Amundi Pioneer Asset Management; Aegon USA Investment Management; Barrow, Hanley, Mewhinney & Strauss, LLC; BlackRock Investment Management, LLC; ; Carillon Tower Advisers; Charles Schwab Investment Management; Columbia Threadneedle Investments; Dimensional Fund Advisers; Fidelity Investments; Franklin Templeton Investments; Hartford Funds; Ivy Investments; J.P. Morgan Asset Management; Janus Henderson Investors; John Hancock Investments; Legg Mason Global Asset Management; Levin Capital Strategies, LP; Lord Abbett; Milliman Financial Risk Management LLC; Morgan Stanley Investment Management Inc.; Neuberger Berman; New York Life / MainStay Investments; PGIM Investments; Pacific Investment Management Company; PineBridge Investments; Principal Global Investors; State Street Global Advisors; Systematic Financial Management; T. Rowe Price; Thompson, Siegel & Walmsley; The Vanguard Group; Virtus Investment Partners; Wellington Management Company LLP; and Wells Fargo Asset Management.
As of December 31, 2019, TAM made revenue sharing payments to approximately 10 financial intermediaries with respect to the funds, the most sizeable of which were to TCI and Transamerica Life Insurance Company. For the same period, TAM did not receive any revenue sharing payments from financial services firms.
TAM also serves as investment manager to certain funds of funds that are underlying investment options for Transamerica insurance products. TCI and its affiliates make revenue sharing payments to, or receive revenue sharing payments from, affiliates of certain underlying unaffiliated funds within Transamerica insurance products for the provision of services to investors and distribution activities. These amounts are in addition to any revenue sharing programs described above with respect to mutual fund distributors. A financial intermediary may receive both mutual fund-related and insurance-related revenue sharing payments.
In addition, while TCI typically pays most of the sales charge applicable to the sale of fund shares to brokers and other financial intermediaries through which purchases are made, TCI may, on occasion, pay the entire sales charge. (Additional information about payments of sales charges to brokers is available in the section titled Dealer Reallowances of the SAI.)
Also, TAM pays, out of its own assets, a trail fee to financial intermediaries for servicing and maintenance of accounts of Class T shareholders in Transamerica US Growth in an amount equal, on an annual basis, up to 0.10% of average daily net assets held by such Class T shareholders.
From time to time, TCI, its affiliates and/or TAM and/or fund sub-advisers may also, to the extent permitted by applicable law, pay non-cash compensation or revenue sharing to brokers and other financial intermediaries and their sales representatives in the form of, for example: (i) occasional gifts or prizes; (ii) occasional meals, tickets or other entertainment; and/or (iii) ad hoc sponsorship support of broker marketing events, programs, sales contests, promotions or other activities. Such non-cash compensation may also include, in part, assistance with the costs and expenses associated with travel, lodging, and educational sales and promotional meetings, seminars, programs and conferences, entertainment and meals to the extent permitted by law. TCI and TAM may also make payments in connection with the sponsorship by Transamerica or its affiliates of special events which may be attended by brokers and other financial intermediaries. Such non-cash compensation is in addition to the overall revenue sharing arrangements described above.
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 funds, and/or revenue sharing arrangements for selling shares of the 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 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 fund shares over other share classes.
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. Intermediaries may categorize and disclose these arrangements to their clients and to members of the public in a manner different from the disclosures in this prospectus and the SAI. A shareholder should ask his/her broker or financial intermediary how he/she will be compensated for investments made in the funds. Revenue sharing payments, as well as payments under the shareholder services and distribution plan (where applicable), also benefit TAM, TCI and their affiliates and fund sub-advisers to the extent the payments result in more assets being invested in the funds on which fees are being charged.
Although a fund may use financial firms that sell fund shares to effect transactions for the funds portfolio, the fund and its investment manager or sub-adviser will not consider the sale of fund shares as a factor when choosing financial firms to effect those transactions.
51
Class I shares of the funds may be offered through certain brokers and financial intermediaries (service agents) that have established a shareholder servicing relationship with Transamerica Funds on behalf of their customers. Service agents may impose additional or different conditions than Transamerica Funds on purchases, redemptions or exchanges of fund shares by their customers. Service agents may also independently establish and charge their customers transaction fees, account fees or other amounts in connection with purchases, sales and redemptions of fund shares in addition to any fees charged by Transamerica Funds. These additional fees may vary over time and would increase the cost of the customers investment and lower investment returns. Each service agent is responsible for transmitting to its customers a schedule of any such fees and information regarding any additional or different conditions regarding purchases, redemptions and exchanges. Shareholders who are customers of service agents should consult their service agents for information regarding these fees and conditions. Among the service agents with whom Transamerica Funds may enter into a shareholder servicing relationship are firms whose business involves or includes investment consulting, or whose parent or affiliated companies are in the investment consulting business, that may recommend that their clients utilize TAMs investment management services or invest in the funds or in other products sponsored by TAM and its affiliates.
Dividends and Distributions
The Destination Fund intends to distribute all or substantially all of its net investment income and net capital gains, if any, to its shareholders each year. Dividends will be reinvested in additional shares unless you elect to take your dividends in cash. The Destination Fund generally pays any distributions of net capital gains annually. The Destination Fund generally pay any dividends from net investment income quarterly.
If necessary, the Destination Fund may make distributions at other times as well.
Notwithstanding the foregoing, the Board of Trustees of Transamerica Funds has delegated authority to TAM to change the frequency with which dividends are declared and paid by a fund, including if a fund does not have any income to distribute, and to declare and make payments of long-term capital gains with respect to a fund as permitted or required by law or in order to avoid tax penalties. Further, each fund reserves the right to change its dividend distribution policy at the discretion of the Board of Trustees.
Taxes
Taxes on Distributions in General
The Destination Fund will not generally have to pay income tax on amounts it distributes to shareholders. Shareholders will generally be taxed on distributions, whether such distributions are paid in cash or reinvested in additional shares.
The following are guidelines for how certain distributions by the Destination Fund are generally taxed to non-corporate U.S. shareholders under current federal income tax law:
- | Distributions of net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) will be taxed as long-term capital gains, generally at rates of up to 20%, regardless of how long the shareholders have held their shares. Certain capital gain dividends attributable to dividends received from REITs may be taxable to noncorporate shareholders at a rate of 25%. |
- | Distributions reported as paid from a funds qualified dividend income may be taxable to shareholders as qualified dividend income at rates of up to 20%. Qualified dividend income generally is income derived from certain 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 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. A shareholder (and the fund in which the shareholder invests) will have to satisfy certain holding period requirements in order for the shareholder to obtain the benefit of the tax rates applicable to qualified dividend income. |
- | Distributions in excess of a funds earnings and profits will, as to each shareholder, be treated as a return of capital to the extent of the shareholders basis in his or her fund shares, and as a capital gain thereafter (assuming the shareholder holds the shares as capital assets). A distribution treated as a return of capital will not be taxable currently but will reduce the shareholders tax basis in his or her shares, which will generally increase the gain (or decrease the loss) that will be recognized on a subsequent sale or exchange of the shares. |
- | Other distributions generally will be taxed at ordinary income tax rates. |
A 3.8% Medicare contribution tax generally applies to all or a portion of the net investment income of a shareholder who is an individual and not a nonresident alien for federal income tax purposes and who has adjusted gross income (subject to certain adjustments) that exceeds a threshold amount. This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain shareholders that are estates or trusts. For these purposes, dividends, interest, and certain capital gains are generally taken into account in computing a shareholders net investment income.
52
If the 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.
The Destination Fund will send you a tax report annually summarizing the amount and tax aspects of your distributions. If you buy shares of the Destination Fund shortly before it makes a taxable distribution, the distribution will be generally taxable to you even though it may effectively represent 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, even if the distribution is wholly or in part attributable to exempt-interest dividends received by the tax-deferred account. These accounts are subject to complex tax rules, and tax-deferred account investors should therefore consult their tax advisers regarding their investments in a tax-deferred account.
Taxes on Sale or Exchange of Shares
If you sell shares of the Destination Fund or exchange them for shares of another fund, you generally will have a capital gain or loss, which will generally 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.
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, on the price at which any dividends may have been reinvested, and on the amount of any distributions treated as returns of capital for federal income tax purposes, 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.
Withholding Taxes
The Destination Fund may be required to apply backup withholding of U.S. federal income tax on all distributions payable to you if you fail to provide the Destination Fund with your correct taxpayer identification number or to make required certifications, or if you have been notified by the Internal Revenue Service (the IRS) that you are subject to backup withholding.
The backup withholding rate is currently 24%. 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. Backup withholding will not be applied to payments that have been subject to the 30% withholding tax applicable to shareholders that are not U.S. persons.
Non-Residential Alien Withholding
Dividends and certain other payments (but not distributions of net capital gains) to persons who are not citizens or residents of the United States or U.S. entities (Non-U.S. Persons) are generally subject to U.S. tax withholding at the rate of 30%. The 30% withholding described in this paragraph will not be imposed on any dividends reported as interest-related dividends or as short-term capital gain dividends. The Destination Fund intends to withhold U.S. federal income tax at the rate of 30% on taxable distributions and other payments to Non-U.S. Persons that are subject to withholding, regardless of whether a lower rate may be permitted under an applicable treaty. Dividends reported by a fund as (i) interest-related dividends, to the extent such dividends are derived from the funds qualified net interest income, or (ii) short-term capital gain dividends, to the extent such dividends are derived from the funds qualified short-term gain, are generally exempt from this 30% withholding tax. Qualified net interest income is a funds net income derived from U.S.-source interest and original issue discount, subject to certain exceptions and limitations. Qualified short-term gain generally means the excess of a funds net short-term capital gain for the taxable year over its net long-term capital loss, if any.
If you are a Non-U.S. Person, 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. Additionally, those shareholders will need to provide an appropriate tax form (e.g., Form W-8BEN) and documentary evidence and letter of explanation.
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Unless certain non-U.S. entities that hold fund shares comply with IRS requirements that will generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to fund distributions payable to such entities. A non-U.S. shareholder may be exempt from the withholding described in this paragraph under an applicable intergovernmental agreement between the U.S. and a foreign government, provided that the shareholder and the applicable foreign government comply with the terms of such agreement.
Other Tax Information
This tax discussion is for general information only. In addition to federal income taxes, you may be subject to state, local or foreign taxes on payments received from, and investments made in shares of, a fund. More information is provided in the SAI of the Destination Fund. You should also consult your own tax adviser for information regarding all tax consequences applicable to your investments in the funds.
54
The Financial Highlights tables are intended to help you understand a funds performance for the past five years or since its inception if less than five years. Certain information reflects financial results for a single fund share. The total returns in the tables represent the rate an investor would have earned (or lost) on an investment in the fund for the period shown, assuming reinvestment of all dividends and distributions. Information has been derived from financial statements audited by Ernst & Young LLP, an Independent Registered Public Accounting firm, whose report, along with the funds financial statements, is included in the October 31, 2019 Annual Report, which is available to you upon request.
The financial highlights for the fiscal period ended April 30, 2020 are unaudited.
For a share outstanding during the period and years indicated: |
Transamerica Dynamic Income | |||||||||||||||||||||||
Class A | ||||||||||||||||||||||||
April 30, 2020 (unaudited) |
October 31, 2019 |
October 31, 2018 |
October 31, 2017 |
October 31, 2016 |
October 31, 2015 |
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Net asset value, beginning of period/year | $ | 9.18 | $ | 8.83 | $ | 9.45 | $ | 9.46 | $ | 9.38 | $ | 10.48 | ||||||||||||
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Investment operations: | ||||||||||||||||||||||||
Net investment income (loss)(A) |
0.21 | 0.33 | 0.32 | 0.32 | 0.36 | (B) | 0.39 | |||||||||||||||||
Net realized and unrealized gain (loss) |
(1.50 | ) | 0.48 | (0.54 | ) | 0.06 | 0.32 | (0.87 | ) | |||||||||||||||
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Total investment operations |
(1.29 | ) | 0.81 | (0.22 | ) | 0.38 | 0.68 | (0.48 | ) | |||||||||||||||
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Dividends and/or distributions to shareholders: | ||||||||||||||||||||||||
Net investment income |
(0.24 | ) | (0.37 | ) | (0.32 | ) | (0.32 | ) | (0.33 | ) | (0.45 | ) | ||||||||||||
Net realized gains |
| | | | (0.20 | ) | (0.17 | ) | ||||||||||||||||
Return of capital |
| (0.09 | ) | (0.08 | ) | (0.07 | ) | (0.07 | ) | | ||||||||||||||
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Total dividends and/or distributions to shareholders | (0.24 | ) | (0.46 | ) | (0.40 | ) | (0.39 | ) | (0.60 | ) | (0.62 | ) | ||||||||||||
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Net asset value, end of period/year | $ | 7.65 | $ | 9.18 | $ | 8.83 | $ | 9.45 | $ | 9.46 | $ | 9.38 | ||||||||||||
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Total return(C) | (14.34 | )%(D) | 9.35 | % | (2.38 | )% | 4.12 | % | 7.79 | % | (4.78 | )% | ||||||||||||
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Ratio and supplemental data: | ||||||||||||||||||||||||
Net assets end of year (000s) |
$ | 43,561 | $ | 58,587 | $ | 68,424 | $ | 97,964 | $ | 122,240 | $ | 175,092 | ||||||||||||
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Expenses to average net assets(E) |
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Excluding waiver and/or reimbursement and recapture |
1.00 | %(F) | 0.99 | % | 0.93 | % | 0.89 | % | 0.89 | % | 0.89 | % | ||||||||||||
Including waiver and/or reimbursement and recapture |
0.92 | %(F) | 0.92 | % | 0.92 | % | 0.89 | % | 0.88 | %(B) | 0.89 | % | ||||||||||||
Net investment income (loss) to average net assets |
4.87 | %(F) | 3.69 | % | 3.48 | % | 3.41 | % | 3.89 | %(B) | 3.84 | % | ||||||||||||
Portfolio turnover rate |
33 | %(D) | 20 | % | 23 | % | 9 | % | 27 | % | 159 | % |
(A) | Calculated based on average number of shares outstanding. |
(B) | Please reference the Custody Out-of-Pocket Expense section of the Notes to Financial Statements for more information regarding the reimbursement of custody fees. The amount of the reimbursement on a per share basis was immaterial to the class. The Expenses to average net assets including waiver and/or reimbursement and recapture ratio, and Net investment income (loss) to average net assets ratio would have been 0.01% higher and 0.01% lower, respectively, had the custodian not reimbursed the Fund. |
(C) | Total return has been calculated without deduction of the initial sales charge and contingent deferred sales charge. |
(D) | Not annualized. |
(E) | Does not include expenses of the underlying investments in which the Fund invests. |
(F) | Annualized. |
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For a share outstanding during the period and years indicated: |
Transamerica Dynamic Income | |||||||||||||||||||||||
Class C | ||||||||||||||||||||||||
April 30, 2020 (unaudited) |
October 31, 2019 |
October 31, 2018 |
October 31, 2017 |
October 31, 2016 |
October 31, 2015 |
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Net asset value, beginning of period/year | $ | 9.14 | $ | 8.79 | $ | 9.41 | $ | 9.42 | $ | 9.34 | $ | 10.44 | ||||||||||||
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Investment operations: | ||||||||||||||||||||||||
Net investment income (loss)(A) |
0.18 | 0.28 | 0.26 | 0.25 | 0.28 | (B) | 0.31 | |||||||||||||||||
Net realized and unrealized gain (loss) |
(1.50 | ) | 0.46 | (0.54 | ) | 0.06 | 0.33 | (0.87 | ) | |||||||||||||||
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Total investment operations |
(1.32 | ) | 0.74 | (0.28 | ) | 0.31 | 0.61 | (0.56 | ) | |||||||||||||||
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Dividends and/or distributions to shareholders: | ||||||||||||||||||||||||
Net investment income |
(0.20 | ) | (0.31 | ) | (0.27 | ) | (0.26 | ) | (0.28 | ) | (0.37 | ) | ||||||||||||
Net realized gains |
| | | | (0.20 | ) | (0.17 | ) | ||||||||||||||||
Return of capital |
| (0.08 | ) | (0.07 | ) | (0.06 | ) | (0.05 | ) | | ||||||||||||||
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Total dividends and/or distributions to shareholders | (0.20 | ) | (0.39 | ) | (0.34 | ) | (0.32 | ) | (0.53 | ) | (0.54 | ) | ||||||||||||
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Net asset value, end of period/year | $ | 7.62 | $ | 9.14 | $ | 8.79 | $ | 9.41 | $ | 9.42 | $ | 9.34 | ||||||||||||
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Total return(C) | (14.63 | )%(D) | 8.56 | % | (3.07 | )% | 3.34 | % | 7.00 | % | (5.53 | )% | ||||||||||||
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Ratio and supplemental data: | ||||||||||||||||||||||||
Net assets end of year (000s) |
$ | 58,441 | $ | 80,716 | $ | 108,855 | $ | 161,999 | $ | 210,600 | $ | 289,060 | ||||||||||||
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Expenses to average net assets(E) |
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Excluding waiver and/or reimbursement and recapture |
1.76 | %(F) | 1.74 | % | 1.69 | % | 1.65 | % | 1.65 | % | 1.65 | % | ||||||||||||
Including waiver and/or reimbursement and recapture |
1.67 | %(F) | 1.67 | % | 1.67 | % | 1.65 | % | 1.64 | %(B) | 1.65 | % | ||||||||||||
Net investment income (loss) to average net assets |
4.15 | %(F) | 3.12 | % | 2.77 | % | 2.68 | % | 3.11 | %(B) | 3.09 | % | ||||||||||||
Portfolio turnover rate |
33 | %(D) | 20 | % | 23 | % | 9 | % | 27 | % | 159 | % |
(A) | Calculated based on average number of shares outstanding. |
(B) | Please reference the Custody Out-of-Pocket Expense section of the Notes to Financial Statements for more information regarding the reimbursement of custody fees. The amount of the reimbursement on a per share basis was immaterial to the class. The Expenses to average net assets including waiver and/or reimbursement and recapture ratio, and Net investment income (loss) to average net assets ratio would have been 0.01% higher and 0.01% lower, respectively, had the custodian not reimbursed the Fund. |
(C) | Total return has been calculated without deduction of the contingent deferred sales charge. |
(D) | Not annualized. |
(E) | Does not include expenses of the underlying investments in which the Fund invests. |
(F) | Annualized. |
56
For a share outstanding during the period and years indicated: |
Transamerica Dynamic Income | |||||||||||||||||||||||
Class I | ||||||||||||||||||||||||
April 30, 2020 (unaudited) |
October 31, 2019 |
October 31, 2018 |
October 31, 2017 |
October 31, 2016 |
October 31, 2015 |
|||||||||||||||||||
Net asset value, beginning of period/year | $ | 9.18 | $ | 8.84 | $ | 9.45 | $ | 9.46 | $ | 9.38 | $ | 10.48 | ||||||||||||
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|
|
|
|
|
|||||||||||||
Investment operations: | ||||||||||||||||||||||||
Net investment income (loss)(A) |
0.22 | 0.35 | 0.35 | 0.35 | 0.39 | (B) | 0.41 | |||||||||||||||||
Net realized and unrealized gain (loss) |
(1.49 | ) | 0.47 | (0.53 | ) | 0.06 | 0.31 | (0.87 | ) | |||||||||||||||
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|
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|
|
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Total investment operations |
(1.27 | ) | 0.82 | (0.18 | ) | 0.41 | 0.70 | (0.46 | ) | |||||||||||||||
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|||||||||||||
Dividends and/or distributions to shareholders: | ||||||||||||||||||||||||
Net investment income |
(0.25 | ) | (0.38 | ) | (0.34 | ) | (0.34 | ) | (0.35 | ) | (0.47 | ) | ||||||||||||
Net realized gains |
| | | | (0.20 | ) | (0.17 | ) | ||||||||||||||||
Return of capital |
| (0.10 | ) | (0.09 | ) | (0.08 | ) | (0.07 | ) | | ||||||||||||||
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|
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|
|
|
|
|
|
|||||||||||||
Total dividends and/or distributions to shareholders | (0.25 | ) | (0.48 | ) | (0.43 | ) | (0.42 | ) | (0.62 | ) | (0.64 | ) | ||||||||||||
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|
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|
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|
|
|
|||||||||||||
Net asset value, end of period/year | $ | 7.66 | $ | 9.18 | $ | 8.84 | $ | 9.45 | $ | 9.46 | $ | 9.38 | ||||||||||||
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|
|
|
|||||||||||||
Total return | (14.23 | )%(C) | 9.50 | % | (2.04 | )% | 4.37 | % | 8.06 | % | (4.56 | )% | ||||||||||||
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|
|
|
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|||||||||||||
Ratio and supplemental data: | ||||||||||||||||||||||||
Net assets end of year (000s) |
$ | 26,697 | $ | 42,155 | $ | 43,330 | $ | 66,235 | $ | 83,297 | $ | 144,733 | ||||||||||||
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|
|||||||||||||
Expenses to average net assets(D) |
||||||||||||||||||||||||
Excluding waiver and/or reimbursement and recapture |
0.73 | %(E) | 0.72 | % | 0.68 | % | 0.66 | % | 0.65 | % | 0.66 | % | ||||||||||||
Including waiver and/or reimbursement and recapture |
0.67 | %(E) | 0.67 | % | 0.67 | % | 0.66 | % | 0.64 | %(B) | 0.66 | % | ||||||||||||
Net investment income (loss) to average net assets |
5.20 | %(E) | 3.88 | % | 3.78 | % | 3.66 | % | 4.25 | %(B) | 4.05 | % | ||||||||||||
Portfolio turnover rate |
33 | %(C) | 20 | % | 23 | % | 9 | % | 27 | % | 159 | % |
(A) | Calculated based on average number of shares outstanding. |
(B) | Please reference the Custody Out-of-Pocket Expense section of the Notes to Financial Statements for more information regarding the reimbursement of custody fees. The amount of the reimbursement on a per share basis was immaterial to the class. The Expenses to average net assets including waiver and/or reimbursement and recapture ratio, and Net investment income (loss) to average net assets ratio would have been 0.01% higher and 0.01% lower, respectively, had the custodian not reimbursed the Fund. |
(C) | Not annualized. |
(D) | Does not include expenses of the underlying investments in which the Fund invests. |
(E) | Annualized. |
57
For a share outstanding during the period and years indicated: |
Transamerica Multi-Asset Income | |||||||||||||||||||||||
Class A | ||||||||||||||||||||||||
April 30, 2020 (unaudited) |
October 31, 2019 |
October 31, 2018 |
October 31, 2017 |
October 31, 2016 |
October 31, 2015 |
|||||||||||||||||||
Net asset value, beginning of period/year | $ | 11.64 | $ | 10.91 | $ | 10.96 | $ | 9.97 | $ | 9.97 | $ | 10.30 | ||||||||||||
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|
|||||||||||||
Investment operations: | ||||||||||||||||||||||||
Net investment income (loss)(A) |
0.20 | 0.40 | 0.39 | 0.39 | 0.35 | (B) | 0.37 | |||||||||||||||||
Net realized and unrealized gain (loss) |
(1.22 | ) | 0.82 | (0.05 | ) | 0.96 | 0.03 | (0.20 | ) | |||||||||||||||
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|
|
|
|
|
|
|||||||||||||
Total investment operations |
(1.02 | ) | 1.22 | 0.34 | 1.35 | 0.38 | 0.17 | |||||||||||||||||
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|
|
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|||||||||||||
Dividends and/or distributions to shareholders: | ||||||||||||||||||||||||
Net investment income |
(0.21 | ) | (0.36 | ) | (0.35 | ) | (0.36 | ) | (0.34 | ) | (0.39 | ) | ||||||||||||
Net realized gains |
(0.01 | ) | (0.13 | ) | (0.04 | ) | | (0.04 | ) | (0.11 | ) | |||||||||||||
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|
|
|
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|
|||||||||||||
Total dividends and/or distributions to shareholders | (0.22 | ) | (0.49 | ) | (0.39 | ) | (0.36 | ) | (0.38 | ) | (0.50 | ) | ||||||||||||
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|
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|
|
|
|
|
|||||||||||||
Net asset value, end of period/year | 10.40 | 11.64 | 10.91 | 10.96 | 9.97 | 9.97 | ||||||||||||||||||
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|||||||||||||
Total return(C) | (8.83 | )%(D) | 11.72 | % | 3.11 | % | 13.77 | % | 3.88 | % | 1.60 | % | ||||||||||||
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Ratio and supplemental data: | ||||||||||||||||||||||||
Net assets end of year (000s) |
$ | 33,650 | $ | 34,731 | $ | 27,644 | $ | 20,733 | $ | 2,153 | $ | 1,600 | ||||||||||||
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Expenses to average net assets |
||||||||||||||||||||||||
Excluding waiver and/or reimbursement and recapture |
1.04 | %(E) | 1.12 | % | 1.20 | % | 1.19 | % | 1.21 | %(F) | 1.31 | %(F) | ||||||||||||
Including waiver and/or reimbursement and recapture |
1.04 | %(E) | 1.12 | % | 1.20 | % | 1.21 | %(G) | 1.20 | %(B)(F) | 1.20 | %(F) | ||||||||||||
Net investment income (loss) to average net assets |
3.58 | %(E) | 3.59 | % | 3.50 | % | 3.74 | % | 3.60 | %(B) | 3.67 | % | ||||||||||||
Portfolio turnover rate |
25 | %(D) | 53 | % | 38 | % | 79 | % | 51 | % | 77 | % |
(A) | Calculated based on average number of shares outstanding. |
(B) | Please reference the Custody Out-of-Pocket Expense section of the Notes to Financial Statements for more information regarding the reimbursement of custody fees. The amount of the reimbursement on a per share basis was immaterial to the class. The Expenses to average net assets including waiver and/or reimbursement and recapture ratio, and Net investment income (loss) to average net assets ratio would have been 0.00% higher and 0.00% lower, respectively, had the custodian not reimbursed the Fund. |
(C) | Total return has been calculated without deduction of the initial sales charge and contingent deferred sales charge. |
(D) | Not annualized. |
(E) | Annualized. |
(F) | Does not include expenses of the underlying investments in which the Fund invests. |
(G) | Includes reorganization expenses incurred outside the Funds operating expense limit. |
58
For a share outstanding during the period and years indicated: |
Transamerica Multi-Asset Income | |||||||||||||||||||||||
Class C | ||||||||||||||||||||||||
April 30, 2020 (unaudited) |
October 31, 2019 |
October 31, 2018 |
October 31, 2017 |
October 31, 2016 |
October 31, 2015 |
|||||||||||||||||||
Net asset value, beginning of period/year | $ | 11.59 | $ | 10.86 | $ | 10.92 | $ | 9.94 | $ | 9.94 | $ | 10.29 | ||||||||||||
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|
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Investment operations: | ||||||||||||||||||||||||
Net investment income (loss)(A) |
0.16 | 0.31 | 0.31 | 0.31 | 0.28 | (B) | 0.28 | |||||||||||||||||
Net realized and unrealized gain (loss) |
(1.22 | ) | 0.84 | (0.07 | ) | 0.97 | 0.03 | (0.20 | ) | |||||||||||||||
|
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|
|
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|
|
|
|
|
|
|
|||||||||||||
Total investment operations |
(1.06 | ) | 1.15 | 0.24 | 1.28 | 0.31 | 0.08 | |||||||||||||||||
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|
|
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|
|
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|
|
|
|||||||||||||
Dividends and/or distributions to shareholders: | ||||||||||||||||||||||||
Net investment income |
(0.17 | ) | (0.29 | ) | (0.26 | ) | (0.30 | ) | (0.27 | ) | (0.32 | ) | ||||||||||||
Net realized gains |
(0.01 | ) | (0.13 | ) | (0.04 | ) | | (0.04 | ) | (0.11 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total dividends and/or distributions to shareholders | (0.18 | ) | (0.42 | ) | (0.30 | ) | (0.30 | ) | (0.31 | ) | (0.43 | ) | ||||||||||||
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|
|
|
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|
|
|
|
|
|||||||||||||
Net asset value, end of period/year | 10.35 | $ | 11.59 | $ | 10.86 | $ | 10.92 | $ | 9.94 | $ | 9.94 | |||||||||||||
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|
|
|
|
|
|
|||||||||||||
Total return(C) | (9.21 | )%(D) | 11.00 | % | 2.24 | % | 12.97 | % | 3.17 | % | 0.78 | % | ||||||||||||
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|
|
|
|
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|
|
|
|
|
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Ratio and supplemental data: | ||||||||||||||||||||||||
Net assets end of period/year (000s) |
$ | 49,434 | $ | 46,600 | $ | 38,322 | $ | 43,076 | $ | 4,173 | $ | 3,024 | ||||||||||||
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|
|
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Expenses to average net assets |
||||||||||||||||||||||||
Excluding waiver and/or reimbursement and recapture |
1.77 | %(E) | 1.85 | % | 1.92 | % | 1.94 | % | 1.94 | %(F) | 2.01 | %(F) | ||||||||||||
Including waiver and/or reimbursement and recapture |
1.77 | %(E) | 1.85 | % | 1.92 | % | 1.94 | % | 1.95 | %(B)(F) | 1.95 | %(F) | ||||||||||||
Net investment income (loss) to average net assets |
2.87 | %(E) | 2.86 | % | 2.80 | % | 2.99 | % | 2.86 | %(B) | 2.78 | % | ||||||||||||
Portfolio turnover rate |
35 | %(D) | 53 | % | 38 | % | 79 | % | 51 | % | 77 | % |
(A) | Calculated based on average number of shares outstanding. |
(B) | Please reference the Custody Out-of-Pocket Expense section of the Notes to Financial Statements for more information regarding the reimbursement of custody fees. The amount of the reimbursement on a per share basis was immaterial to the class. The Expenses to average net assets including waiver and/or reimbursement and recapture ratio, and Net investment income (loss) to average net assets ratio would have been 0.00% higher and 0.00% lower, respectively, had the custodian not reimbursed the Fund. |
(C) | Total return has been calculated without deduction of the contingent deferred sales charge. |
(D) | Not annualized. |
(E) | Annualized. |
(F) | Does not include expenses of the underlying investments in which the Fund invests. |
59
For a share outstanding during the period and years indicated: |
Transamerica Multi-Asset Income | |||||||||||||||||||||||
Class I | ||||||||||||||||||||||||
April 30, 2020 (unaudited) |
October 31, 2019 |
October 31, 2018 |
October 31, 2017 |
October 31, 2016 |
October 31, 2015 |
|||||||||||||||||||
Net asset value, beginning of period/year | $ | 11.64 | $ | 10.91 | $ | 10.97 | $ | 9.97 | $ | 9.97 | $ | 10.31 | ||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|||||||||||||
Investment operations: | ||||||||||||||||||||||||
Net investment income (loss)(A) |
0.22 | 0.43 | 0.42 | 0.42 | 0.38 | (B) | 0.40 | |||||||||||||||||
Net realized and unrealized gain (loss) |
(1.23 | ) | 0.83 | (0.06 | ) | 0.97 | 0.02 | (0.22 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total investment operations |
(1.01 | ) | 1.26 | 0.36 | 1.39 | 0.40 | 0.18 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Dividends and/or distributions to shareholders: | ||||||||||||||||||||||||
Net investment income |
(0.22 | ) | (0.40 | ) | (0.38 | ) | (0.39 | ) | (0.36 | ) | (0.41 | ) | ||||||||||||
Net realized gains |
(0.01 | ) | (0.13 | ) | (0.04 | ) | | (0.04 | ) | (0.11 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total dividends and/or distributions to shareholders | (0.23 | ) | (0.53 | ) | (0.42 | ) | (0.39 | ) | (0.40 | ) | (0.52 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net asset value, end of period/year | 10.40 | $ | 11.64 | $ | 10.91 | $ | 10.97 | $ | 9.97 | $ | 9.97 | |||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total return | (8.76 | )%(C) | 12.14 | % | 3.27 | % | 14.10 | % | 4.13 | % | 1.77 | % | ||||||||||||
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|
|
|
|
|
|
|
|
|
|
|||||||||||||
Ratio and supplemental data: | ||||||||||||||||||||||||
Net assets end of period/year (000s) |
$ | 168,202 | $ | 153,353 | $ | 92,148 | $ | 71,827 | $ | 41,691 | $ | 30,300 | ||||||||||||
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|
|
|
|
|
|
|
|
|
|
|||||||||||||
Expenses to average net assets |
||||||||||||||||||||||||
Excluding waiver and/or reimbursement and recapture |
0.78 | %(D) | 0.85 | % | 0.93 | % | 0.94 | % | 1.01 | %(C) | 1.09 | %(C) | ||||||||||||
Including waiver and/or reimbursement and recapture |
0.72 | %(D) | 0.83 | % | 0.95 | % | 0.96 | %(D) | 0.95 | %(B)(C) | 0.95 | %(C) | ||||||||||||
Net investment income (loss) to average net assets |
3.92 | %(D) | 3.86 | % | 3.75 | % | 4.02 | % | 3.83 | %(B) | 3.90 | % | ||||||||||||
Portfolio turnover rate |
35 | %(C) | 53 | % | 38 | % | 79 | % | 51 | % | 77 | % |
(A) | Calculated based on average number of shares outstanding. |
(B) | Please reference the Custody Out-of-Pocket Expense section of the Notes to Financial Statements for more information regarding the reimbursement of custody fees. The amount of the reimbursement on a per share basis was immaterial to the class. The Expenses to average net assets including waiver and/or reimbursement and recapture ratio, and Net investment income (loss) to average net assets ratio would have been 0.00% higher and 0.00% lower, respectively, had the custodian not reimbursed the Fund. |
(C) | Not annualized. |
(D) | Annualized. |
(E) | Does not include expenses of the underlying investments in which the Fund invests. |
(F) | Includes reorganization expenses incurred outside the Funds operating expense limit. |
60
OWNERSHIP OF SHARES OF THE FUNDS
To the knowledge of the Target Fund, as of October 30, 2020, the Trustees 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 the Destination Fund, as of October 30, 2020, the Trustees and officers of the Destination Fund owned in the aggregate less than 1% of the outstanding shares of the Destination Fund.
To the knowledge of the Target Fund, as of October 30, 2020, the following persons owned beneficially or of record 5% or more of the outstanding shares of the indicated class of the Target Fund.
Name & Address |
Fund |
Class |
Shares Owned |
Percent of Class Owned |
Type of Ownership | |||||
National Financial Services LLC For the Exclusive Benefit of Our Customers 499 Washington Blvd Attn Mutual Fund Dept - 4th Floor Jersey City NJ 07310-1995 |
Transamerica Dynamic Income |
A |
984,783.705 |
15.76% |
Beneficial | |||||
Wells Fargo Clearing Services LLC 2801 Market St Saint Louis MO 63103-2523 |
Transamerica Dynamic Income |
A |
776,350.381 |
12.43% |
Beneficial | |||||
Pershing LLC 1 Pershing Plz Jersey City NJ 07399-0002 |
Transamerica Dynamic Income |
A |
736,689.130 |
11.79% |
Beneficial | |||||
Charles Schwab & CO Inc Special Custody A/C FBO Customers Attn Mutual Funds 211 Main Street San Francisco CA 94105-1905 |
Transamerica Dynamic Income |
A |
682,785.133 |
10.93% |
Beneficial | |||||
Raymond James 880 Carillon Pkwy St Petersburg FL 33716-1100 |
Transamerica Dynamic Income |
A |
648,671.335 |
10.38% |
Beneficial | |||||
Merrill Lynch Pierce Fenner & Smith Inc 4800 Deer Lake Dt E FL 2 Jacksonville FL 32246 |
Transamerica Dynamic Income |
A |
556,794.659 |
8.91% |
Beneficial | |||||
Morgan Stanley Smith Barney LLC For The Exclusive Bene Of Its Cust 1 New York Plz FL 12 New York NY 10004-1932 |
Transamerica Dynamic Income |
A |
439,298.498 |
7.03% |
Beneficial | |||||
Wells Fargo Clearing Services LLC 2801 Market St Saint Louis MO 63103-2523 |
Transamerica Dynamic Income |
C |
1,417,669.146 |
25.12% |
Beneficial | |||||
Raymond James 880 Carillon Pkwy St Petersburg FL 33716-1100 |
Transamerica Dynamic Income |
C |
853,753.917 |
15.13% |
Beneficial | |||||
Pershing LLC 1 Pershing Plz Jersey City NJ 07399-0002 |
Transamerica Dynamic Income |
C |
785,930.705 |
13.93% |
Beneficial | |||||
LPL Financial Omnibus Customer Account Attn Mutual Fund Trading 4707 Executive Dr San Diego CA 92121-3091 |
Transamerica Dynamic Income |
C |
527,295.474 |
9.34% |
Beneficial |
61
UBS WM USA Spec Cdy A/C Eboc Ubsfsi 1000 Harbor Blvd Weehawken NJ 07086-6761 |
Transamerica Dynamic Income |
C |
460,534.206 |
8.16% |
Beneficial | |||||
National Financial Services LLC For the Exclusive Benefit of Our Customers 499 Washington Blvd Attn Mutual Fund Dept - 4th Floor Jersey City NJ 07310-1995 |
Transamerica Dynamic Income |
C |
387,341.264 |
6.86% |
Beneficial | |||||
Wells Fargo Clearing Services LLC 2801 Market St Saint Louis MO 63103-2523 |
Transamerica Dynamic Income |
I |
909,571.147 |
29.83% |
Beneficial | |||||
Raymond James 880 Carillon Pkwy St Petersburg FL 33716-1100 |
Transamerica Dynamic Income |
I |
749,358.788 |
24.58% |
Beneficial | |||||
Pershing LLC 1 Pershing Plz Jersey City NJ 07399-0002 |
Transamerica Dynamic Income |
I |
237,603.289 |
7.79% |
Beneficial | |||||
TD Ameritrade Inc PO Box 2226 Omaha NE 68103-2226 |
Transamerica Dynamic Income |
I |
217,722.509 |
7.14% |
Beneficial | |||||
LPL Financial Omnibus Customer Account Attn Mutual Fund Trading 4707 Executive Dr San Diego CA 92121-3091 |
Transamerica Dynamic Income |
I |
183,893.221 |
6.03% |
Beneficial | |||||
Charles Schwab & CO Inc Special Custody A/C FBO Customers Attn Mutual Funds 211 Main Street San Francisco CA 94105-1905 |
Transamerica Dynamic Income |
I |
175,461.447 |
5.75% |
Beneficial |
Any shareholder who holds beneficially more than 25% of the Target Fund may be deemed to control the Target Fund until such time as the shareholder holds beneficially 25% or less of the outstanding common shares of the Target Fund. Any shareholder controlling the Target Fund may be able to determine the outcome of issues that are submitted to shareholders for vote and may be able to take action regarding the Target Fund without the consent or approval of other shareholders.
To the knowledge of the Target Fund, as of October 30, 2020, the no persons held beneficially more than 25% of the outstanding shares of the Target Fund.
To the knowledge of the Destination Fund, as of October 30, 2020, the following persons owned beneficially or of record 5% or more of the outstanding shares of the indicated class of the Destination Fund.
Name & Address |
Fund |
Class |
Shares Owned |
Percent of Class Owned |
Type of Ownership | |||||
National Financial Services LLC For the Exclusive Benefit of Our Customers 499 Washington Blvd Attn Mutual Fund Dept - 4th Floor Jersey City NJ 07310-1995 |
Transamerica Multi-Asset Income |
A |
652,318.972 |
20.50% |
Beneficial | |||||
Pershing LLC 1 Pershing Plz Jersey City NJ 07399-0002 |
Transamerica Multi-Asset Income |
A |
518,614.398 |
16.30% |
Beneficial |
62
Name & Address |
Fund |
Class |
Shares Owned |
Percent of Class Owned |
Type of Ownership | |||||
Charles Schwab & CO Inc Special Custody A/C FBO Customers Attn Mutual Funds 211 Main Street San Francisco CA 94105-1905 |
Transamerica Multi-Asset Income |
A |
353,632.235 |
11.11% |
Beneficial | |||||
Raymond James 880 Carillon Pkwy St Petersburg FL 33716-1100 |
Transamerica Multi-Asset Income |
A |
298,490.576 |
9.38% |
Beneficial | |||||
LPL Financial Omnibus Customer Account Attn Mutual Fund Trading 4707 Executive Dr San Diego CA 92121-3091 |
Transamerica Multi-Asset Income |
A |
243,738.715 |
7.66% |
Beneficial | |||||
Wells Fargo Clearing Services LLC 2801 Market St Saint Louis MO 63103-2523 |
Transamerica Multi-Asset Income |
A |
202,182.357 |
6.35% |
Beneficial | |||||
Morgan Stanley Smith Barney LLC For The Exclusive Bene Of Its Cust 1 New York Plz FL 12 New York NY 10004-1932 |
Transamerica Multi-Asset Income |
A |
190,409.694 |
5.98% |
Beneficial | |||||
Charles Schwab & CO Inc 211 Main St San Francisco CA 94105-1905 |
Transamerica Multi-Asset Income |
C |
789,209.468 |
17.40% |
Beneficial | |||||
Raymond James 880 Carillon Pkwy St Petersburg FL 33716-1100 |
Transamerica Multi-Asset Income |
C |
736,119.109 |
16.23% |
Beneficial | |||||
Pershing LLC 1 Pershing Plz Jersey City NJ 07399-0002 |
Transamerica Multi-Asset Income |
C |
595,809.260 |
13.13% |
Beneficial | |||||
Morgan Stanley Smith Barney LLC For The Exclusive Bene Of Its Cust 1 New York Plz FL 12 New York NY 10004-1932 |
Transamerica Multi-Asset Income |
C |
541,232.472 |
11.93% |
Beneficial | |||||
LPL Financial Omnibus Customer Account Attn Mutual Fund Trading 4707 Executive Dr San Diego CA 92121-3091 |
Transamerica Multi-Asset Income |
C |
485,508.280 |
10.70% |
Beneficial | |||||
Wells Fargo Clearing Services LLC 2801 Market St Saint Louis MO 63103-2523 |
Transamerica Multi-Asset Income |
C |
387,246.695 |
8.54% |
Beneficial | |||||
UBS WM USA Spec Cdy A/C Eboc Ubsfsi 1000 Harbor Blvd Weehawken NJ 07086-6761 |
Transamerica Multi-Asset Income |
C |
230,370.851 |
5.08% |
Beneficial | |||||
Charles Schwab & Co 211 Main St San Francisco CA 94105-1905 |
Transamerica Multi-Asset Income |
I |
6,051,032.665 |
40.84% |
Beneficial |
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Name & Address |
Fund |
Class |
Shares Owned |
Percent of Class Owned |
Type of Ownership | |||||
National Financial Services LLC For the Exclusive Benefit of Our Customers 499 Washington Blvd Attn Mutual Fund Dept - 4th Floor Jersey City NJ 07310-1995 |
Transamerica Multi-Asset Income |
I |
1,768,609.933 |
11.94% |
Beneficial | |||||
Raymond James 880 Carillon Pkwy St Petersburg FL 33716-1100 |
Transamerica Multi-Asset Income |
I |
1,283,774.883 |
8.67% |
Beneficial | |||||
LPL Financial Omnibus Customer Account Attn Mutual Fund Trading 4707 Executive Dr San Diego CA 92121-3091 |
Transamerica Multi-Asset Income |
I |
1,167,954.619 |
7.88% |
Beneficial | |||||
Charles Schwab & CO Inc Special Custody A/C FBO Customers Attn Mutual Funds 211 Main Street San Francisco CA 94105-1905 |
Transamerica Multi-Asset Income |
I |
1,073,129.065 |
7.24% |
Beneficial | |||||
Pershing LLC 1 Pershing Plz Jersey City NJ 07399-0002 |
Transamerica Multi-Asset Income |
I |
992,573.715 |
6.70% |
Beneficial | |||||
Morgan Stanley Smith Barney LLC For The Exclusive Bene Of Its Cust 1 New York Plz FL 12 New York NY 10004-1932 |
Transamerica Multi-Asset Income |
I |
894,139.452 |
6.04% |
Beneficial | |||||
Transamerica Asset Management Inc Seed Money Account Attn Corporate Accounting 6400 C St Sw Msc 2H-Cr Cedar Rapids IA 52499-0003 |
Transamerica Multi-Asset Income |
I2 |
1,201.336 |
100.00% |
Beneficial |
Any shareholder who holds beneficially more than 25% of the Destination Fund may be deemed to control the Destination Fund until such time as the shareholder holds beneficially 25% or less of the outstanding common shares of the Destination Fund. Any shareholder controlling the Destination Fund may be able to determine the outcome of issues that are submitted to shareholders for vote and may be able to take action regarding the Destination Fund without the consent or approval of other shareholders.
To the knowledge of the Destination Fund, as of October 30, 2020, the following persons held beneficially more than 25% of the outstanding shares of the Destination Fund:
Name & Address |
Fund |
Shares |
Percentage of Fund Owned |
|||||||
Charles Schwab & Co 211 Main St San Francisco CA 94105-1905 |
Transamerica Multi-Asset Income |
6,051,032.665 | 26.88% |
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The financial statements and financial highlights of each Fund for the past five fiscal years and any semi-annual period, as applicable, are incorporated by reference into this Proxy Statement/Prospectus. Except for the financial statements and financial highlights for the six months ended April 30, 2020, the financial statements and financial highlights of the Target Fund and the Destination Fund for the fiscal year ended October 31, 2019 have been audited by Ernst & Young LLP, an 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.
You can obtain more free information about each Fund from your investment firm or by writing to your Fund at 1801 California Street, Suite 5200, Denver, Colorado 80202. 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 https://www.transamerica.com.
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.
You can also review a copy of each Funds shareholder reports, prospectus and statement of additional information on the Securities and Exchange Commissions EDGAR database on the Commissions Internet site at https://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
TO ENSURE THE PRESENCE OF A QUORUM AS THE SPECIAL MEETING, PLEASE PROMPTLY EXECUTE AND RETURN THE ENCLOSED PROXY CARD. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
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APPENDIX - WAIVERS AND DISCOUNTS AVAILABLE FROM INTERMEDIARIES |
The availability of certain sales charge waivers and discounts will depend on how you purchase your shares, including whether you purchase your shares through a financial intermediary. Intermediaries may have different policies and procedures regarding the availability of front-end sales load waivers or contingent deferred (back-end) sales load (CDSC) waivers, certain of which are discussed below. In all instances, it is the purchasers responsibility to notify the fund or the purchasers financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. The sales charge waivers and discounts described in this Appendix are available only if you purchase your shares through the following designated intermediaries:
Ameriprise Financial (Ameriprise):
Effective June 1, 2018, shareholders purchasing fund shares through an Ameriprise platform or account will be eligible for the following front-end sales charge waivers and discounts with respect to Class A shares, which may differ from those disclosed elsewhere in the prospectus or SAI.
Class A Shares Front-end Sales Charge Waivers Available at Ameriprise
| Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs. |
| Shares purchased through an Ameriprise investment advisory program (if an Advisory or similar share class for such investment advisory program is not available). |
| Shares purchased by third party investment advisors on behalf of their advisory clients through Ameriprises platform (if an Advisory or similar share class for such investment advisory program is not available). |
| Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same Fund. |
| Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to such shares following a shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares for load waived shares, that waiver will also apply to such exchanges. |
| Employees and registered representatives of Ameriprise or its affiliates and their immediate family members. |
| Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial advisor and/or the advisors spouse, advisors lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), advisors lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant. |
| Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e. Rights of Reinstatement). |
Baird (Baird):
Effective June 15, 2020, shareholders purchasing fund shares through a Baird platform or account will only be eligible for the following sales charge waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or the SAI.
Front-end Sales Charge Waivers on Class A shares Available at Baird
| Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund |
| Shares purchased by employees and registered representatives of Baird or its affiliates and their family members as designated by Baird |
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| Shares purchased from the proceeds of redemptions from another fund in the Transamerica Fund Family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same accounts, and (3) redeemed shares were subject to a front-end or deferred sales charge (known as rights of reinstatement) |
| A shareholder in the funds Class C shares will have their shares converted at net asset value to Class A shares of the fund if the shares are no longer subject to CDSC and the conversion is in line with the policies and procedures of Baird |
| Shares purchased through employer-sponsored retirement plans or charitable accounts in a transactional brokerage account at Baird, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs |
CDSC Waivers on Class A and Class C shares Available at Baird
| Shares sold due to death or disability of the shareholder |
| Shares sold as part of a systematic withdrawal plan as described in the funds prospectus |
| Shares bought due to returns of excess contributions from an IRA Account |
| Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the funds prospectus |
| Shares sold to pay Baird fees but only if the transaction is initiated by Baird |
| Shares acquired through a right of reinstatement |
Front-end Sales Charge Discounts Available at Baird: Breakpoints and/or Rights of Accumulations
| Breakpoints as described in this prospectus |
| Rights of accumulations which entitles shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of Transamerica Fund Family assets held by accounts within the purchasers household at Baird. Eligible Transamerica Fund Family assets not held at Baird may be included in the rights of accumulations calculation only if the shareholder notifies his or her financial advisor about such assets |
| Letters of Intent (LOI) allow for breakpoint discounts based on anticipated purchases of funds within the Transamerica Fund Family through Baird, over a 13-month period of time |
Edward D. Jones & Co. (Edward Jones):
Effective on or after May 1, 2020, clients of Edward Jones (also referred to as shareholders) purchasing fund shares on the Edward Jones commission and fee-based platforms are eligible only for the following sales charge discounts (also referred to as breakpoints) and waivers, which can differ from breakpoints and waivers described elsewhere in the mutual fund prospectus or SAI or through another broker-dealer. In all instances, it is the shareholders responsibility to inform Edward Jones at the time of purchase of any relationship, holdings of Transamerica Funds, or other facts qualifying the purchaser for breakpoints or waivers. Edward Jones can ask for documentation of such circumstance.
Breakpoints
Rights of Accumulation (ROA)
| The applicable sales charge on a purchase of Class A shares is determined by taking into account all share classes (except any money market funds and retirement plan share classes) of Transamerica Funds held by the shareholder or in an account grouped by Edward Jones with other accounts for the purpose of providing certain pricing considerations (pricing groups). This includes all share classes held on the Edward Jones platform and/or held on another platform. The inclusion of eligible fund family assets in the rights of accumulation calculation is dependent on the shareholder notifying his or her financial advisor of such assets at the time of calculation. |
| ROA is determined by calculating the higher of cost or market value (current shares x NAV). |
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Letter of Intent (LOI)
| Through a LOI, shareholders can receive the sales charge and breakpoint discounts for purchases shareholders intend to make over a 13-month period from the date Edward Jones receives the LOI. The LOI is determined by calculating the higher of cost or market value of qualifying holdings at LOI initiation in combination with the value that the shareholder intends to buy over a 13-month period to calculate the front-end sales charge and any breakpoint discounts. Each purchase the shareholder makes during that 13-month period will receive the sales charge and breakpoint discount that applies to the total amount. The inclusion of eligible fund family assets in the LOI calculation is dependent on the shareholder notifying his or her financial advisor of such assets at the time of calculation. Purchases made before the LOI is received by Edward Jones are not covered under the LOI and will not reduce the sales charge previously paid. Sales charges will be adjusted if LOI is not met. |
Sales Charge Waivers
Sales charges are waived for the following shareholders and in the following situations:
| Associates of Edward Jones and its affiliates and their family members who are in the same pricing group (as determined by Edward Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associates life if the associate retires from Edward Jones in good-standing. |
| Shares purchased in an Edward Jones fee-based program. |
| Shares purchased through reinvestment of capital gains distributions and dividend reinvestment. |
| Shares purchased from the proceeds of redeemed shares of the same fund family so long as the following conditions are met: 1) the proceeds are from the sale of shares within 60 days of the purchase, and 2) the sale and purchase are made in the same share class and the same account or the purchase is made in an individual retirement account with proceeds from liquidations in a non-retirement account. |
| Shares exchanged into class A shares from another share class so long as the exchange is into the same fund and was initiated at the discretion of Edward Jones. Edward Jones is responsible for any remaining CDSC due to the fund company, if applicable. Any future purchases are subject to the applicable sales charge as disclosed in the prospectus. |
| Exchanges from class C shares to class A shares of the same fund, generally, in the 84th month following the anniversary of the purchase date or earlier at the discretion of Edward Jones. |
Contingent Deferred Sales Charge (CDSC) Waivers
If the shareholder purchases shares that are subject to a CDSC and those shares are redeemed before the CDSC is expired, the shareholder is responsible to pay the CDSC except in the following conditions:
| The death or disability of the shareholder |
| Systematic withdrawals with up to 10% per year of the account value |
| Return of excess contributions from an Individual Retirement Account (IRA) |
| Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations |
| Shares sold to pay Edward Jones fees or costs in such cases where the transaction is initiated by Edward Jones |
| Shares exchanged in an Edward Jones fee-based program |
| Shares acquired through NAV reinstatement |
Other Important Information
1.1 | Minimum Purchase Amounts |
| $250 initial purchase minimum |
| $50 subsequent purchase minimum |
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1.2 Minimum Balances
| Edward Jones has the right to redeem at its discretion fund holdings with a balance of $250 or less. The following are examples of accounts that are not included in this policy: |
| A fee-based account held on an Edward Jones platform |
| A 529 account held on an Edward Jones platform |
| An account with an active systematic investment plan or letter of intent (LOI) |
1.3 Changing Share Classes
| At any time it deems necessary, Edward Jones has the authority to exchange at NAV a shareholders holdings in a fund to Class A shares. |
Janney Montgomery Scott LLC (Janney):
Effective May 1, 2020, if you purchase fund shares through a Janney brokerage account, you will be eligible for the following load waivers (front-end sales charge waivers and contingent deferred sales charge (CDSC), or back-end sales charge, waivers) and discounts, which may differ from those disclosed elsewhere in this funds Prospectus or SAI.
Front-end Sales Charge* Waivers on Class A shares available at Janney
| Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family). |
| Shares purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by Janney. |
| Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within ninety (90) days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e., right of reinstatement). |
| Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
| Shares acquired through a right of reinstatement. |
| Class C shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Janneys policies and procedures. |
CDSC Waivers on Class A and Class C Shares available at Janney
| Shares sold upon the death or disability of the shareholder. |
| Shares sold as part of a systematic withdrawal plan as described in the funds Prospectus. |
| Shares purchased in connection with a return of excess contributions from an IRA account. |
| Shares sold as part of a required minimum distribution for IRA and other retirement accounts due to the reaching the qualified age based on applicable IRS regulations as described in the funds Prospectus. |
| Shares sold to pay Janney fees but only if the transaction is initiated by Janney. |
| Shares acquired through a right of reinstatement. |
| Shares exchanged into the same share class of a different fund. |
Front-end Sales Charge* Discounts Available at Janney: Breakpoints, Rights of Accumulation and/or Letters of Intent
| Breakpoints as described in the funds Prospectus. |
| Rights of accumulation (ROA), which entitle shareholders to breakpoint discounts, will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchasers household at Janney. Eligible fund family assets not held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets. |
69
| Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Janney may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets. |
*Also referred to as an initial sales charge.
Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch):
Shareholders purchasing fund shares through a Merrill Lynch platform or account will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in the funds prospectus or SAI.
Front-end Sales Charge Waivers on Class A shares available at Merrill Lynch
| Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan |
| Shares purchased by a 529 Plan (does not include 529 Plan units or 529-specific share classes or equivalents) |
| Shares purchased through a Merrill Lynch affiliated investment advisory program |
| Shares exchanged due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory account pursuant to Merrill Lynchs policies relating to sales load discounts and waivers |
| Shares purchased by third party investment advisers on behalf of their advisory clients through a Merrill Lynch platform |
| Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable) |
| Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family) |
| Shares exchanged from Class C (i.e. level-load) shares of the same fund pursuant to Merrill Lynchs policies and procedures relating to sales load discounts and waivers |
| Employees and registered representatives of Merrill Lynch or its affiliates and their family members |
| Directors or Trustees of the fund, and employees of the funds investment adviser or any of its affiliates, as described in the this prospectus |
| Eligible shares purchased from the proceeds of redemptions from within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). Automated transactions (i.e. systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynchs account maintenance fees are not eligible for reinstatement |
CDSC Waivers on Class A and Class C Shares available at Merrill Lynch
| Death or disability of the shareholder |
| Shares sold as part of a systematic withdrawal plan as described in the funds prospectus |
| Return of excess contributions from an IRA Account |
| Shares sold as part of a required minimum distribution for IRA and retirement accounts pursuant to the Internal Revenue Code |
| Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch |
| Shares redeemed through a right of reinstatement |
| Shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to certain fee-based accounts or platforms (applicable to A and C shares only) |
| Shares received through an exchange due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynchs policies relating to sales load discounts and waivers |
70
Front-end load Discounts Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of Intent
| Breakpoints as described in this prospectus |
| Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts as described in the funds prospectus will be automatically calculated based on the aggregated holding of fund family assets held by accounts (including 529 program holdings, where applicable) within the purchasers household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets |
| Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable) |
Morgan Stanley Smith Barney LLC (Morgan Stanley):
Effective July 1, 2018, shareholders purchasing fund shares through a Morgan Stanley Wealth Management transactional brokerage account will be eligible only for the following front-end sales charge waivers with respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in the prospectus or SAI.
Front-end Sales Charge Waivers on Class A Shares available at Morgan Stanley Wealth Management
| Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
| Morgan Stanley employee and employee-related accounts according to Morgan Stanleys account linking rules. |
| Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund. |
| Shares purchased through a Morgan Stanley self-directed brokerage account. |
| Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Managements share class conversion program. |
| Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
Oppenheimer & Co. (Oppenheimer):
Effective February 26, 2020, shareholders purchasing fund shares through an Oppenheimer platform or account are eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in the funds prospectus or SAI.
Front-end Sales Load Waivers on Class A Shares available at Oppenheimer
| Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan |
| Shares purchased by or through a 529 Plan |
| Shares purchased through a Oppenheimer affiliated investment advisory program |
| Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family) |
| Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same amount, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Restatement). |
| A shareholder in the funds Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Oppenheimer |
| Employees and registered representatives of Oppenheimer or its affiliates and their family members |
| Directors or Trustees of the fund, and employees of the funds investment adviser or any of its affiliates, as described in this prospectus |
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CDSC Waivers on A, B and C Shares available at Oppenheimer
| Death or disability of the shareholder |
| Shares sold as part of a systematic withdrawal plan as described in the funds prospectus |
| Return of excess contributions from an IRA Account |
| Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the prospectus |
| Shares sold to pay Oppenheimer fees but only if the transaction is initiated by Oppenheimer |
| Shares acquired through a right of reinstatement |
Front-end load Discounts Available at Oppenheimer: Breakpoints, Rights of Accumulation & Letters of Intent
| Breakpoints as described in this prospectus |
| Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchasers household at Oppenheimer. Eligible fund family assets not held at Oppenheimer may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets |
Raymond James & Associates, Inc., Raymond James Financial Services, Inc. & Raymond James affiliates (Raymond James):
Effective March 1, 2019, shareholders purchasing fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this funds prospectus or SAI.
Front-end Sales Charge Waivers on Class A Shares available at Raymond James
| Shares purchased in an investment advisory program. |
| Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions. |
| Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James. |
| Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). |
| A shareholder in the funds Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James. |
CDSC Waivers on Classes A and C Shares available at Raymond James
| Death or disability of the shareholder. |
| Shares sold as part of a systematic withdrawal plan as described in the funds prospectus. |
| Return of excess contributions from an IRA Account. |
| Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the funds prospectus. |
| Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James. |
| Shares acquired through a right of reinstatement. |
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Front-end load discounts available at Raymond James: breakpoints, and/or rights of accumulation, and/or letters of intent
| Breakpoints as described in this prospectus. |
| Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchasers household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial advisor about such assets. |
| Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets. |
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FORM OF AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION (Agreement) is made as of this [ ] day of [ ], 2021, by and among Transamerica Funds, a Delaware statutory trust (the Trust), with its principal place of business at 1801 California Street, Suite 5200, Denver, Colorado 80202, on behalf of its series listed on Exhibit A attached hereto under the heading Acquiring Fund/Classes (the Acquiring Fund), and the Trust, on behalf of its series listed on Exhibit A attached hereto under the heading Acquired Fund/Classes (the Acquired Fund), and, solely for the purposes of paragraph 10.2 hereof, Transamerica Asset Management, Inc. (TAM). For purposes of this Agreement, the Trust will be referred to as the Acquiring Entity and the Acquired Entity when it is referred to in its capacity as the statutory trust of which the Acquiring Fund and the Acquired Fund, respectively, are series.
WHEREAS, the Acquired Fund and Acquiring Fund are each 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) the 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, the reorganization of the Acquired Fund will consist of (1) the sale, assignment, conveyance, transfer and delivery of all of the property and assets of the Acquired Fund to the Acquiring Fund in exchange solely for (a) shares of the classes of shares of beneficial interest of the Acquiring Fund (the Acquiring Fund Shares) corresponding to the classes of outstanding shares of beneficial interest 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 liquidation of the Acquired Fund Shares and the termination of the Acquired Fund, as provided herein (the 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 the Acquiring Fund, that the assignment, conveyance, transfer and delivery of all of the property and assets of the Acquired Fund in exchange for Acquiring Fund Shares and the assumption of all liabilities of the 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 Trustees of the Acquired Entity (the Acquired Entity Board) has determined, with respect to the Acquired Fund, that the sale, assignment, conveyance, transfer and delivery of all of the property and assets of the Acquired Fund in exchange for Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund by the 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:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES IN THE ACQUIRING FUND, ASSUMPTION OF ALL LIABILITIES OF THE ACQUIRED FUND AND LIQUIDATION AND TERMINATION OF THE ACQUIRED FUND
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 the Acquired Fund, agrees to assign, convey, transfer and deliver all of its property and assets attributable to the Acquired Fund, as set forth in paragraph 1.2, to the Acquiring Fund, and the Acquiring Entity, on behalf of the Acquiring Fund, agrees in exchange therefor: (a) to deliver to the Acquired Fund the number of full and fractional shares of each class of Acquiring Fund Shares corresponding to a class of Acquired Fund Shares 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 that class of Acquired Fund Shares (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 (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities
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of the 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 the Acquiring Fund and its classes of shares and the Acquired Fund and its corresponding classes of shares. For purposes of this Agreement, each class of shares of the Acquired Fund as set forth on Exhibit A corresponds to the class of shares of the Acquiring Fund as set forth on such Exhibit, the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund, and the term Acquired Fund Shares should be read to include each such class of shares of the Acquired Fund.
1.2 The property and assets of the Acquired Entity attributable to the Acquired Fund to be assigned, conveyed, transferred and delivered to and acquired by the Acquiring Entity, on behalf of the 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 the Acquiring Fund, shall assume all of the liabilities and obligations of the Acquired Fund, including, without limitation, all indemnification obligations of the 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). The Acquired Fund will promptly assign, convey, transfer and deliver to the Acquiring Entity, on behalf of the 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 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 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 the Acquired Fund. To complete the liquidation of the Acquired Fund, the Acquired Entity, on behalf of the Acquired Fund, shall (a) distribute to the shareholders of record with respect to each class of the Acquired Fund Shares as of the Closing Date (Acquired Fund Shareholders), on a pro rata basis, the Acquiring Fund Shares of the corresponding class of the Acquiring Fund received by the Acquired Entity, on behalf of the Acquired Fund, pursuant to paragraph 1.1, in complete liquidation of the Acquired Fund and in complete redemption of the Acquired Fund Shares, and (b) terminate the Acquired Fund in accordance with applicable state law. Such distribution in liquidation 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 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 Acquired Fund Shareholder holding Acquired Fund Shares of the corresponding class shall be equal to the aggregate net asset value of the Acquired Fund Shares of that corresponding class owned by that Acquired Fund Shareholder 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 the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns for periods ending on or prior to the Closing Date, or other documents with the Securities and Exchange Commission (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 the Acquired Fund. The Acquiring Entity shall fully cooperate to the extent necessary or desirable for these responsibilities to be discharged.
2. VALUATION
2.1 The value of the Assets and the amount of the Liabilities of the Acquired Fund, and the amounts thereof attributable to each class of shares of the 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 Trusts valuation procedures. All computations of value and amounts shall be subject to confirmation by the independent registered public accounting firm for the Acquired Fund.
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2.2 The net asset value per share of each class of the Acquiring Fund Shares of the Acquiring Fund shall be determined as of the time for calculation of the Acquiring Funds net asset value as set forth in the then-current prospectus for the Acquiring Fund on the Valuation Date, computed using the Trusts valuation procedures. All computations of value and amounts shall be made by the independent registered public accounting firm for the Acquiring Fund.
3. CLOSING AND CLOSING DATE
3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be [ ], 2021, 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 such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of the class of shares of the 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, 1801 California Street, Suite 5200, Denver, Colorado 80202, or at such other time and/or place as the parties may agree.
3.2 At the Closing of the 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 Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund. The Acquired Entity shall, within one business day after the Closing for the Reorganization, deliver to the Acquiring Entity a certificate of an authorized officer stating that (i) the Assets of the 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 the 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 the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity, within one business day after the Closing of the Reorganization, a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder of the 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 the Reorganization, the Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares of the appropriate classes have been credited to the Acquired Funds account on the books of the 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 classes have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.3. At the Closing, each 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 Fund securities of the Acquiring Fund or the 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 the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date for the 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.
4. REPRESENTATIONS AND WARRANTIES
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 the Acquired Fund, represents and warrants to the Acquiring Entity and the Acquiring Fund as follows:
(a) The Acquired Fund is duly established as a series of the Acquired Entity, which is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware, with power under the Acquired Entitys Declaration of Trust, 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 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 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).
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(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 the Acquired Fund 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 the Acquired Fund, will have good and marketable title to the 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 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 the Acquired Fund, will not result, in a material violation of Delaware law or of the Acquired Entity Charter or the by-laws of the Acquired Entity, or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Entity, on behalf of the 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 the 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 the Acquired Fund, is a party or by which it is bound.
(g) All material contracts or other commitments of the Acquired Fund (other than this Agreement, certain investment contracts, including options, futures, swaps and forward contracts, and those contracts listed in Schedule 4.1) will terminate without liability to the Acquired Fund on or prior to the Closing Date. Each contract listed in Schedule 4.1 is a valid, binding and enforceable obligation of the 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 the Acquired Fund to the Acquiring Fund of each such contract will not result in the termination of such contract, any breach or default thereunder by the 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 the 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 the Acquired Funds business. The Acquired Entity, on behalf of the 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 the Acquired Funds business or the Acquired Entitys ability to consummate the transactions herein contemplated on behalf of the Acquired Fund.
(i) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets and Schedule of Investments of the Acquired Fund for the most recently completed fiscal year of the 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 the 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 the 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.
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(j) Since the last day of the most recently completed fiscal year of the Acquired Fund prior to the date of this Agreement, there has not been any material adverse change in the 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 the Acquired Fund, the discharge of Acquired Fund liabilities, or the redemption of Acquired Fund Shares by shareholders of the Acquired Fund shall not constitute a material adverse change.
(k) On the Closing Date, all federal and other tax returns, dividend reporting forms and other tax-related reports of the 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) The 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 its operation (including the current taxable year, assuming such year ends on the Closing Date), the 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, 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), the 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) the 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), the 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, the Acquired Fund will not have any unpaid tax liability under Section 4982 of the Code.
(m) All issued and outstanding Acquired Fund Shares of the 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 the 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 the Acquired Fund, as provided in paragraph 3.3. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquired Fund Shares of the Acquired Fund, nor is there outstanding any security convertible into any of the Acquired Fund Shares of the 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 the Acquired Fund, and this Agreement constitutes a valid and binding obligation of the Acquired Entity, on behalf of the 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 the 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 the Acquired Fund, on the effective date of the Registration Statement and on the Closing Date, will (1) 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 Acquiring Fund, for use therein), and (ii) comply in all material respects with the provisions of the 1933 Act, 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 the Acquiring Fund, represents and warrants to the Acquired Entity and the Acquired Fund as follows:
(a) The 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 the 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 the Acquiring Fund and each prospectus and statement of additional information of the 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) The Acquiring Fund is not engaged currently, and the execution, delivery and performance of this Agreement by the Acquiring Entity, on behalf of the Acquiring Fund, will not result, in a material violation of Delaware law or the Acquiring Entity Charter or the by-laws of the Acquiring Entity, or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Entity, on behalf of the 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 the 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 the 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 the 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 the Acquiring Funds business. The Acquiring Entity, on behalf of the 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 the Acquiring Funds business or the Acquiring Entitys ability to consummate the transactions herein contemplated on behalf of the Acquiring Fund.
(g) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets and Schedule of Investments of the Acquiring Fund as at the last day of and for the most recently completed fiscal year of the Acquiring Fund prior to the date of this Agreement have been audited by Ernst & Young LLP, independent registered certified public accounting firm, and are in accordance with GAAP consistently 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 the 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 the 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 the Acquiring Fund prior to the date of this Agreement, there has not been any material adverse change in the Acquiring Funds financial condition, assets, liabilities or business, or any incurrence by the 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 the Acquiring Fund, the discharge of Acquiring Fund liabilities, or the redemption of Acquiring Fund Shares by shareholders of the Acquiring Fund shall not constitute a material adverse change.
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(i) On the Closing Date, all federal and other tax returns, dividend reporting forms and other tax-related reports of the 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) The 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), the 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, 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, the 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 the 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, the Acquiring Fund will have made such distributions as are necessary so that for all calendar years ending prior to the Closing Date the 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. The 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 the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Acquiring Entity, on behalf of the Acquiring 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.
(m) The information to be furnished by the Acquiring Entity, on behalf of the 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 the Acquiring Fund, on the effective date of the Registration Statement 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.
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5. COVENANTS
The Acquired Entity, on behalf of the Acquired Fund, and the Acquiring Entity, on behalf of the 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 the 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 the 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 the Acquiring Fund, and the Acquired Entity, on behalf of the 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 the Acquiring Fund, and the Acquired Entity, on behalf of the 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 the 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 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.
5.7 The Acquiring Entity, on behalf of the 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, on behalf of the Acquired Fund, will call a meeting of the shareholders of the Acquired Fund to consider and act upon this Agreement and to take all other actions necessary to obtain approval of the transactions contemplated herein.
5.9 The Acquiring Entity, on behalf of the 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 the 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.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND
The obligations of the Acquired Entity, on behalf of the Acquired Fund, to consummate the Reorganization of the Acquired Fund shall be subject, at the Acquired Entitys election, to the following conditions with respect to the Acquired Fund:
6.1 All representations and warranties of the Acquiring Entity, on behalf of the 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 the 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 the Acquiring Fund, on or before the Closing Date.
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6.3 The Acquiring Entity, on behalf of the Acquiring Fund, shall have executed and delivered an assumption of the Liabilities of the 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) the 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 the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Entity, on behalf of the 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 the Acquiring Fund, and the Acquired Entity, on behalf of the 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.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to consummate the Reorganization of the Acquiring Fund shall be subject, at the Acquiring Entitys election, to the following conditions with respect to the Acquiring Fund:
7.1 All representations and warranties of the Acquired Entity, on behalf of the 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 the 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 the Acquired Fund, on or before the Closing Date.
7.3 The Acquired Entity shall have delivered to the Acquiring Entity, on behalf of the Acquiring Fund, a Statement of Assets and Liabilities of the Acquired Fund as of the Closing Date, including a schedule of investments, certified by the Treasurer of the Acquired Entity on behalf of the Acquired Fund. The Acquired Entity, on behalf of the 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 the Acquired Fund, shall have delivered to the Acquiring Entity a certificate executed in the name of the Acquired Entity, on behalf of the 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 the Acquired Fund, and the Acquiring Entity, on behalf of the Acquiring Fund, shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued by the Acquiring Fund in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND
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 the Acquired Fund, or the Acquiring Entity, on behalf of the Acquiring Fund, the other party to this Agreement shall be entitled on behalf of the 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 Acquired Fund and the 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 the Acquired Fund in accordance with the Acquired Entity Charter, the by-laws 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 Acquired Entity, on behalf of the Acquired Fund, nor the Acquiring Entity, on behalf of the Acquiring Fund, may waive the condition set forth in this paragraph 8.1.
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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 the Acquired Fund, or the Acquiring Entity, with respect to the Acquiring Fund, from completing the transactions contemplated by this Agreement.
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 the Acquiring Fund or the 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.
8.5 The parties shall have received the opinion of Morgan, Lewis & Bockius 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 Acquired Fund, and the Acquiring Entity, on behalf of the Acquiring Fund, (i) the Reorganization will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Acquired Fund and the 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 the Acquiring Fund upon receipt of the Assets of the Acquired Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Entity, on behalf of the Acquiring Fund, of the Liabilities of the Acquired Fund as part of the Reorganization; (iii) the tax basis in the hands of the Acquiring Fund of the Assets transferred to the Acquiring Fund in the Reorganization will be the same as the tax 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 in the hands of the Acquiring Fund of each Asset transferred to the Acquiring Fund in the Reorganization, other than Assets with respect to which gain or loss is required to be recognized in the Reorganization, will include the period during which the Asset was held by the 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 the Acquired Fund in the Reorganization upon the transfer of its Assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Entity, on behalf of 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 of the Acquired Fund, 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-recognition transaction under the Code; (vi) no gain or loss will be recognized by the Acquired Fund Shareholders upon the exchange of their Acquired Fund Shares solely for the Acquiring Fund Shares as part of the Reorganization; (vii) the aggregate tax basis of the Acquiring Fund Shares that each Acquired Fund Shareholder of the Acquired Fund receives in the Reorganization will be the same as the aggregate tax basis of his or her Acquired Fund Shares exchanged therefor; and (viii) each Acquired Fund Shareholders holding period for his or her Acquiring Fund Shares received in the Reorganization will include the holding period for which he or she held the Acquired Fund Shares exchanged therefor, provided that he or she held the Acquired Fund Shares as capital assets on the date of the exchange. The delivery of such opinion is conditioned upon the receipt by Morgan, Lewis & Bockius 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 on behalf of the Acquired Fund or the Acquiring Fund.
8.6 The Acquiring Entity, on behalf of the Acquiring Fund, shall have received on the applicable Closing Date an opinion of Morgan, Lewis & Bockius 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 statutory trust existing under the laws of the State of Delaware; (b) the Acquired Entity, with respect to the Acquired Fund, has the power as a statutory trust 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, so far as known to such counsel, delivered by the Acquired Entity, on behalf of the Acquired Fund, and constitutes a valid and legally binding obligation of the Acquired Entity, on behalf of the Acquired Fund, enforceable against the Acquired Entity in accordance with its terms; and (d) the execution and delivery of this Agreement did
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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 Morgan, Lewis & Bockius LLP appropriate to render the opinions expressed therein.
8.7 The Acquired Entity, on behalf of the Acquired Fund, shall have received on the applicable Closing Date an opinion of Morgan, Lewis & Bockius 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 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 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 known to such counsel, delivered by the Acquiring Entity, on behalf of the Acquiring Fund, and constitutes a valid and legally binding obligation of the Acquiring Entity, on behalf of the 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 by-laws 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 Morgan, Lewis & Bockius LLP appropriate to render the opinions expressed therein.
9. INDEMNIFICATION
9.1 The Acquiring Entity, out of the 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 the 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 the Acquired Funds assets and property (including any amounts paid to the Acquired Fund pursuant to any applicable liability insurance policies), 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 (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.
10. BROKER FEES AND EXPENSES
10.1 The Acquiring Entity, on behalf of the Acquiring Fund, and the Acquired Entity, on behalf of the 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 Reorganization will be shared by the Acquiring Funds sub-adviser, Thompson, Siegel & Walmsley LLC, and TAM. 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 reorganization within the meaning of Section 368(a) of the Code or otherwise result in the imposition of tax on the Acquired Fund or the Acquiring Fund or on shareholders of the Acquired Fund or the Acquiring Fund.
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11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
11.1 The Acquiring Entity and the Acquired Entity agree that neither party has made any representation, warranty or covenant, on behalf of the Acquiring Fund or the 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 the 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.
12. TERMINATION
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 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 the Acquiring Fund or the Acquired Fund, respectively. Any such termination resolution will be effective when communicated to the other party. The termination of this Agreement shall not affect the rights and obligations of any party in respect of any breach of this Agreement occurring prior to such termination.
13. AMENDMENTS
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, on behalf of the Acquired Fund, or the Acquiring Entity, on behalf of the Acquiring Fund; 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.
14. NOTICES
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 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 the Acquired Fund, 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 the Acquiring Fund, are made on a several (and not joint, or joint and several) basis.
[Rest of page intentionally left blank]
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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 the Acquiring Fund listed on Exhibit A attached hereto
By: | ||||
Name: | ||||
Title: |
TRANSAMERICA FUNDS, on behalf of the Acquired Fund listed on Exhibit A attached hereto
By: | ||||
Name: | ||||
Title: |
TRANSAMERICA ASSET MANAGEMENT, INC., solely with respect to paragraph 10.2 hereof
By: | ||||
Name: | ||||
Title: |
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Exhibit A
Acquired Fund/Classes |
Acquiring Fund/Classes | |
Transamerica Dynamic Income |
Transamerica Multi-Asset Income | |
Class A, Class C and Class I |
Class A, Class C and Class I |
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SCHEDULE 4.1
[ ]
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SCHEDULE 4.2
[ ]
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The information in this Statement of Additional Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PART B
TRANSAMERICA FUNDS
on behalf of its Series:
TRANSAMERICA MULTI-ASSET INCOME
(the Destination Fund)
1801 California Street, Suite 5200
Denver, Colorado 80202
(Toll free) 1-888-233-4339
STATEMENT OF ADDITIONAL INFORMATION
[_____, 2020]
This Statement of Additional Information (SAI) is not a prospectus and should be read in conjunction with the combined Proxy Statement and Prospectus dated [_____, 2020] (the Proxy Statement/Prospectus), which relates to Class A, Class C and Class I shares of the Destination Fund to be issued in exchange for shares of Transamerica Dynamic Income (the Target Fund) (the Reorganization), as shown below. Please retain this SAI for further reference.
To obtain a copy of the Proxy Statement/Prospectus, free of charge, please write to the Destination Fund at the address set forth above or call the Destination Fund at the number set forth above.
The following table indicates (a) the Target Fund and Destination Fund involved in the Reorganization, and (b) the corresponding Destination Fund shares that the Target Fund shareholders will receive.
Target Fund & Shares |
Destination Fund & Shares | |
Transamerica Dynamic Income Class A Class C Class I Class T2* |
Transamerica Multi-Asset Income Class A Class C Class I Class I2* Class T2* |
* | Each Fund has registered Class T2 shares, but neither Fund currently offers Class T2 shares. The Destination Fund also offers Class I2 shares. The SAI relates only to the Class A, Class C and Class I shares of the Destination Fund to be issued in the Reorganization. |
1
3 | ||||
3 | ||||
3 |
2
This SAI is intended to supplement the Proxy Statement/Prospectus relating specifically to the proposed transfer of all of the assets of the Target Fund to, and the assumption of the liabilities of the Target Fund by, the Destination Fund in exchange for shares of the Destination Fund as shown in the table on the cover page of this SAI.
DOCUMENTS INCORPORATED BY REFERENCE
This SAI 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 Funds Statement of Additional Information dated March 1, 2020, as amended and restated on July 31, 2020, as filed with the SEC on July 30, 2020 (File Nos. 811-04556 and 033-02659; Accession No. 0001193125-20-204119) is incorporated herein by reference.
2. The Funds Annual Report for the fiscal year ended October 31, 2019 (File No. 811-04556), as filed with the SEC on January 3, 2020 (Accession No. 0001193125-20-001394) is incorporated herein by reference.
3. The Funds Semi-Annual Report for the fiscal period ended April 30, 2020 (File No. 811-04556), as filed with the SEC on July 2, 2020 (Accession No. 0001193125-20-186052) is incorporated herein by reference.
SUPPLEMENTAL FINANCIAL INFORMATION
The information under this section is intended to comply with the requirements for voluntary early adoption of Rule 6-11 under Regulation S-X. Rule 6-11(d)(2) requires that, with respect to any fund acquisition, registered investment companies must provide certain supplemental financial information in lieu of pro forma financial statements required by Regulation S-X. For this reason, pro forma financial statements of the Destination Fund are not included in this SAI.
The Reorganization will not result in a material change to the Target Funds investment portfolio due to the investment restrictions of the Destination Fund. In particular, each security held by the Target Fund is eligible to be held by the Destination Fund. A schedule of investments of the Target Fund, as of April 30, 2020 and included below, has been annotated to indicate the anticipated sale of a portion of the Target Funds portfolio holdings following the Reorganization. Notwithstanding the foregoing, changes may be made to the Target Funds portfolio in advance of the Reorganization and/or the Destination Funds portfolio following the Reorganization.
There are no material differences in the accounting policies of the Target Fund as compared to those of the Destination Fund.
3
Shares | Value | |||||||
EXCHANGE-TRADED FUNDS - 99.6% |
| |||||||
International Equity Funds - 12.4% |
| |||||||
Invesco S&P International Developed Low Volatility ETF (C) |
280,107 | $ | 7,506,867 | |||||
SPDR Dow Jones International Real Estate ETF (A) (C) |
302,989 | 8,486,722 | ||||||
|
|
|||||||
15,993,589 | ||||||||
|
|
|||||||
International Fixed Income Funds - 19.5% |
| |||||||
iShares J.P. Morgan EM High Yield Bond ETF (A) (C) |
379,101 | 14,887,296 | ||||||
VanEck Vectors J.P. Morgan EM Local Currency Bond ETF (C) |
351,028 | 10,141,199 | ||||||
|
|
|||||||
25,028,495 | ||||||||
|
|
|||||||
U.S. Equity Funds - 19.6% |
| |||||||
Global SuperDividend U.S. ETF (A) (C) |
933,370 | 14,159,223 | ||||||
Global X MLP ETF (A) (C) |
199,471 | 5,653,005 | ||||||
Invesco S&P 500 High Dividend Low Volatility ETF |
165,547 | 5,461,396 | ||||||
|
|
|||||||
25,273,624 | ||||||||
|
|
|||||||
U.S. Fixed Income Funds - 48.1% |
| |||||||
Invesco Senior Loan ETF (A) |
550,149 | 11,542,126 | ||||||
iShares 20+ Year Treasury Bond ETF (A) (C) |
31,759 | 5,295,496 | ||||||
iShares Core 10+ Year USD Bond ETF (C) |
19,273 | 1,412,568 | ||||||
iShares MBS ETF (A) (C) |
54,380 | 6,041,618 | ||||||
SPDR Bloomberg Barclays Short Term High Yield Bond ETF (A) |
1,009,544 | 24,814,592 | ||||||
Vanguard Long-Term Bond ETF (A) (C) |
116,853 | 12,815,268 | ||||||
|
|
|||||||
61,921,668 | ||||||||
|
|
|||||||
Total Exchange-Traded Funds (Cost $141,064,020) |
|
128,217,376 | ||||||
|
|
|||||||
OTHER INVESTMENT COMPANY - 9.6% |
| |||||||
Securities Lending Collateral - 9.6% |
| |||||||
State Street Navigator Securities Lending Trust - Government Money Market Portfolio, 0.19% (B) (D) |
12,318,224 | 12,318,224 | ||||||
|
|
|||||||
Total Other Investment Company (Cost $12,318,224) |
|
12,318,224 | ||||||
|
|
|||||||
Principal | Value | |||||||
REPURCHASE AGREEMENT - 0.6% |
| |||||||
Fixed Income Clearing Corp., 0.00% (B), dated 04/30/2020, to be repurchased at $737,129 on 05/01/2020. Collateralized by a U.S. Government Obligation, 1.63%, due 12/31/2021, and with a value of $756,339. |
$ | 737,129 | 737,129 | |||||
|
|
|||||||
Total Repurchase Agreement (Cost $737,129) |
|
737,129 | ||||||
|
|
|||||||
Total Investments (E) (Cost $154,119,373) |
|
141,272,729 | ||||||
Net Other Assets (Liabilities) - (9.8)% |
(12,573,261 | ) | ||||||
|
|
|||||||
Net Assets - 100.0% |
$ | 128,699,468 | ||||||
|
|
4
FOOTNOTES TO SCHEDULE OF INVESTMENTS: | ||
(A) | All or a portion of the securities are on loan. The total value of all securities on loan is $31,810,083, collateralized by cash collateral of $12,318,224 and non-cash collateral, such as U.S. government securities and irrevocable letters of credit, of $20,263,598. The amount of securities on loan indicated may not correspond with the securities on loan identified because securities with pending sales are in the process of recall from the brokers. | |
(B) | Rates disclosed reflect the yields at April 30, 2020. | |
(C) | Position currently expected to be disposed of following the Reorganization. | |
(D) | Position currently expected to be partially disposed of following the Reorganization. | |
(E) | Currently expected that two-thirds of the Target Funds portfolio holdings will be sold following the Reorganization. |
5
PART C
OTHER INFORMATION
Item 15. | Indemnification |
Provisions relating to indemnification of the Registrants Trustees and employees are included in Registrants Declaration of Trust and Bylaws, which are incorporated herein by reference.
Pursuant to Rule 484, insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the 1933 Act), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the 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 Act and will be governed by the final adjudication of such issue.
Item 16. | Exhibits |
List all exhibits filed as part of the Registration Statement.
1
2
Item 17
(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 1933 Act, the reoffering prospectus will contain the information called for by the applicable registration form for the 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 the 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 Morgan, Lewis & Bockius LLP supporting the tax consequences of the proposed reorganization as soon as practicable after the closing of the reorganization.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Denver, State of Colorado, on the 4th day of November, 2020.
TRANSAMERICA FUNDS
By: |
/s/ Marijn P. Smit | |
Marijn P. Smit | ||
Trustee, President and Chief Executive Officer |
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 dates indicated:
/s/ Marijn P. Smit | Trustee, President and Chief | November 4, 2020 | ||||
Marijn P. Smit | Executive Officer | |||||
/s/ Sandra N. Bane | Trustee | November 4, 2020 | ||||
Sandra N. Bane* | ||||||
/s/ Leo J. Hill | Trustee | November 4, 2020 | ||||
Leo J. Hill* | ||||||
/s/ David W. Jennings | Trustee | November 4, 2020 | ||||
David W. Jennings* | ||||||
/s/ Fredric A. Nelson III | Trustee | November 4, 2020 | ||||
Fredric A. Nelson III* | ||||||
/s/ John E. Pelletier | Trustee | November 4, 2020 | ||||
John E. Pelletier* | ||||||
/s/ Patricia L. Sawyer | Trustee | November 4, 2020 | ||||
Patricia L. Sawyer* | ||||||
/s/ John W. Waechter | Trustee | November 4, 2020 | ||||
John W. Waechter* | ||||||
/s/ Alan F. Warrick | Trustee | November 4, 2020 | ||||
Alan F. Warrick* | ||||||
/s/ Vincent J. Toner | Vice President, Treasurer, | November 4, 2020 | ||||
Vincent J. Toner | Principal Financial Officer and | |||||
Principal Accounting Officer | ||||||
* By: | /s/ Erin D. Nelson | Chief Legal Officer and Secretary | November 4, 2020 | |||
Erin D. Nelson ** |
** | Attorney-in-fact pursuant to powers of attorney filed herein. |
4
WASHINGTON, DC 20549
SECURITIES AND EXCHANGE COMMISSION
Exhibits Filed With
Registration Statement on
Form N-14
Transamerica Funds
EXHIBIT INDEX
Exhibit Number |
Description of Exhibit | |
(11) | Opinion of counsel as to the legality of the securities being registered | |
(12) | Form of Opinion of counsel as to tax matters pertaining to the proposed reorganization of Transamerica Dynamic Income with and into Transamerica Multi-Asset Income | |
(14) | Consent of Independent Registered Certified Public Accounting Firm | |
(16) | Power of Attorney | |
(17)(7) | Form of Proxy Card |
5
Exhibit (11)
November 4, 2020
Transamerica Funds
1801 California St., Suite 5200
Denver, Colorado 80202
Ladies and Gentlemen:
We have acted as counsel to Transamerica Funds, a Delaware statutory trust (the Trust), and on behalf of its series Transamerica Multi-Asset Income (the Acquiring Fund), in connection with the Trusts Registration Statement on Form N-14 to be filed with the Securities and Exchange Commission (the Commission) on or about November 4, 2020 (the Registration Statement), with respect to the Acquiring Funds Class A shares, Class C shares and Class I shares (the Shares) of beneficial interest to be issued in exchange for the assets of Transamerica Dynamic Income, as described in the Registration Statement (the Reorganization). You have requested that we deliver this opinion to you in connection with the Trusts filing of the Registration Statement.
In connection with the furnishing of this opinion, we have examined the following documents:
(a) | A certificate of the Secretary of State of the State of Delaware, dated as of a recent date, as to the existence of the Trust; |
(b) | A copy, certified by the Secretary of State of the State of Delaware, dated as of a recent date, of the Trusts Certificate of Trust, filed with the Secretary of State of the State of Delaware (the Certificate of Trust); |
(c) | A certificate executed by the Secretary of the Trust, certifying as to, and attaching copies of, the Trusts Amended and Restated Declaration of Trust (the Declaration), the Trusts By-Laws (the By-Laws), and the resolutions adopted by the Trustees of the Trust at a meeting held on October 7-8, 2020, authorizing the Reorganization and the issuance of the Shares on behalf of the Acquiring Fund (the Resolutions); |
(d) | A copy of the Registration Statement; and |
(e) | A copy of the form of the Agreement and Plan of Reorganization to be entered into by the Trust, on behalf of the Acquiring Fund (the Agreement and Plan of Reorganization). |
In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, including conformed copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal
Morgan, Lewis & Bockius llp | ||||
One Federal Street | ||||
Boston, MA 02110-1726 | +1.617.341.7700 | |||
United States | +1.617.341.7701 |
Transamerica Funds
November 4, 2020
Page 2
competence of each individual executing any document. We have assumed that the Registration Statement as filed with the Commission will be in substantially the form of the copy referred to in paragraph (d) above, and that the Agreement and Plan of Reorganization will be duly completed, executed and delivered by the parties thereto in substantially the form of the copy referred to in paragraph (e) above. We have also assumed for the purposes of this opinion that the Declaration, the Certificate of Trust, the By-Laws, the Resolutions and the Agreement and Plan of Reorganization will not have been amended, modified or withdrawn and will be in full force and effect on the date of issuance of the Shares.
As to all matters of fact, this opinion is based entirely on our review of the documents listed above. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.
This opinion is limited solely to the Delaware Statutory Trust Act to the extent that the same may apply to or govern the transactions referred to herein, and we express no opinion with respect to the laws of any other jurisdiction or to any other laws of the State of Delaware. Further, we express no opinion as to any state or federal securities laws, including the securities laws of the State of Delaware. No opinion is given herein as to the choice of law or internal substantive rules of law which any tribunal may apply to such transaction. In addition, to the extent that the Declaration or the By-Laws refer to, incorporate or require compliance with, the Investment Company Act of 1940, as amended, or any other law or regulation applicable to the Trust, except for the Delaware Statutory Trust Act, as aforesaid, we have assumed compliance by the Trust with such Act and such other laws and regulations.
We understand that all of the foregoing assumptions and limitations are acceptable to you.
Based upon and subject to the foregoing and to the further assumptions and limitations hereinafter set forth, please be advised that it is our opinion that the Shares, when issued and sold in accordance with the Declaration and the Resolutions and for the consideration described in the Agreement and Plan of Reorganization, will be validly issued, fully paid and non-assessable.
This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In rendering this opinion and giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP |
Exhibit (12)
[ ]
Transamerica Funds 1801 California Street, Suite 5200 Denver, Colorado 80202 |
Ladies and Gentlemen:
This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the Agreement), dated as of [ ], by and among Transamerica Funds, a Delaware statutory trust (the Trust), on behalf of its series Transamerica Multi-Asset Income (the Acquiring Fund), and the Trust, on behalf of its series Transamerica Dynamic Income (the Acquired Fund). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. For purposes of this Opinion, the Trust will be referred to as the Acquiring Entity and the Acquired Entity when it is referred to in its capacity as the statutory trust of which the Acquiring Fund and the Acquired Fund, respectively, are series.
The Agreement contemplates the acquisition of all the Assets of the Acquired Fund by the Acquiring Fund in exchange solely for (a) the assumption by the Acquiring Entity, on behalf of the Acquiring Fund, of the Liabilities of the Acquired Fund and (b) the shares of the classes of shares of beneficial interest of the Acquiring Fund (the Acquiring Fund Shares) corresponding to the classes of outstanding shares of beneficial interest of the Acquired Fund (the Acquired Fund Shares) and the subsequent distribution of the Acquiring Fund Shares, in accordance with paragraph 1.3 of the Agreement, to the Acquired Fund Shareholders pro rata on a class-by-class basis in complete redemption of the Acquired Fund Shares and in complete liquidation of the Acquired Fund (such acquisition, assumption, issuance and delivery, and distribution is referred to herein as the Reorganization).
In connection with this opinion we have examined and relied upon the originals or copies, certified or otherwise identified to us to our satisfaction, of the Agreement, the Combined Proxy
Transamerica Funds
[ ]
Page Two
Statement of the Acquired Entity on behalf of the Acquired Fund and Prospectus of the Acquiring Entity on behalf of the Acquiring Fund, dated [November [ ], 2020] (the Registration Statement), and related documents (together with the Registration Statement, the Transaction Documents). In that examination, we have assumed the genuineness of all signatures, the capacity and authority of each party executing a document to so execute the document, the authenticity and completeness of all documents purporting to be originals (whether reviewed by us in original or copy form) and the conformity to the originals of all documents purporting to be copies (including electronic copies). We have also assumed that each agreement and other instrument reviewed by us is valid and binding on the party or parties thereto and is enforceable in accordance with its terms, and that there are no contracts, agreements, arrangements, or understandings, either written or oral, that are inconsistent with or that would materially alter the terms of the Agreement or the other Transaction Documents.
As to certain factual matters, we have relied with your consent upon, and our opinion is limited by, the representations of the various parties set forth in the Transaction Documents and in certificates of the Acquired Entity, on behalf of the Acquired Fund, and the Acquiring Entity, on behalf of the Acquiring Fund, each dated as of the date hereof (the Certificates). Our opinion assumes (i) that all representations set forth in the Transaction Documents and in the Certificates will be true and correct in all material respects as of the date of the Transaction (and that any such representations made to the best knowledge of, to the knowledge of, or in the belief of, or otherwise similarly qualified, are true and correct in all material respects without any such qualification), and (ii) that the Agreement is implemented in accordance with its terms and consistent with the representations set forth in the Transaction Documents and Certificates. Our opinion is limited solely to the provisions of the Internal Revenue Code of 1986, as amended and as presently in effect (the Code), existing case law, existing permanent and temporary treasury regulations promulgated under the Code, and existing published revenue rulings and procedures of the Internal Revenue Service that are in effect as of the date hereof, all of which are subject to change and new interpretation, both prospectively and retroactively. We assume no obligation to update our opinion to reflect other facts or any changes in law or in the interpretation thereof that may hereafter occur.
On the basis of and subject to the foregoing, with respect to the Reorganization, we are of the opinion that, for United States federal income tax purposes:
1. | The transfer to the Acquiring Fund of all the Assets of the Acquired Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Entity, on behalf of the Acquiring Fund, of all the Liabilities of the Acquired Fund, followed by the distribution of the Acquiring Fund Shares to the Acquired Fund Shareholders in complete liquidation of the Acquired Fund, will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Acquiring Fund will each be a party to a reorganization within the meaning of Section 368(b) of the Code. |
Transamerica Funds
[ ]
Page Three
2. | No gain or loss will be recognized by the Acquiring Fund upon receipt of the Assets of the Acquired Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Entity, on behalf of the Acquiring Fund, of the Liabilities of the Acquired Fund as part of the Reorganization. |
3. | The tax basis in the hands of the Acquiring Fund of the Assets of the Acquired Fund transferred to the Acquiring Fund in the Reorganization will be the same as the tax basis of such Assets in the hands of the Acquired Fund immediately prior to the transfer thereof, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Fund upon the transfer. |
4. | The holding period in the hands of the Acquiring Fund of each Asset transferred to the Acquiring Fund in the Reorganization, other than Assets with respect to which gain or loss is required to be recognized in the Reorganization, will include the period during which the Asset was held by the 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). |
5. | No gain or loss will be recognized by the Acquired Fund upon the transfer of its Assets to the Acquiring Fund in the Reorganization solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Entity, on behalf of 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 (i) as a result of the closing of the Acquired Funds taxable year or (ii) upon the transfer of an Asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code. |
6. | No gain or loss will be recognized by the Acquired Fund Shareholders upon the exchange of their Acquired Fund Shares solely for Acquiring Fund Shares as part of the Reorganization. |
7. | The aggregate tax basis of the Acquiring Fund Shares that each Acquired Fund Shareholder receives in the Reorganization will be the same as the aggregate tax basis of his or her Acquired Fund Shares exchanged therefor. |
8. | Each Acquired Fund Shareholders holding period for his or her Acquiring Fund Shares received in the Reorganization will include the holding period for the Acquired Fund Shares exchanged therefor, provided that the Acquired Fund Shareholder held such Acquired Fund Shares as capital assets on the date of the exchange. |
Transamerica Funds
[ ]
Page Four
This opinion is being delivered solely to you in connection with the Reorganization and is not to be quoted, circulated, published, or otherwise referred to for any other purpose, in whole or in part, without our express prior written consent. This opinion may be disclosed to shareholders of the Acquired Fund and the Acquiring Fund, and they may rely on it in connection with the Reorganization, it being understood that we are not establishing any attorney-client relationship with any such shareholder. This letter is not to be relied upon for the benefit of any other person or for any other purpose.
We hereby consent to the use of our name in the Registration Statement on Form N-14 relating to the Reorganization and the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP
Exhibit (14)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the references to our firm under the captions Financial Highlights, Financial Statement Experts, and Representations and Warranties in the Combined Proxy Statement/ Prospectus of Transamerica Funds included in the Registration Statement on Form N-14.
We also consent to the references to our firm under the captions Financial Highlights in the Prospectus and Independent Registered Public Accounting Firm in the Statement of Additional Information, dated March 1, 2020, which was filed with the Securities and Exchange Commission in Post-Effective Amendment Number 280 to the Registration Statement (Form N-1A, No. 033-02659) of Transamerica Funds, and are incorporated by reference in the Combined Proxy Statement/Prospectus and Statement of Additional Information included in the Registration Statement on Form N-14.
We also consent to the incorporation by reference of our report, dated December 23, 2019, on the financial statements of Transamerica Dynamic Income and Transamerica Multi-Asset Income, included in the Annual Report of the Funds for the fiscal year ended October 31, 2019, which is incorporated by reference in the Combined Proxy Statement/Prospectus and Statement of Additional Information of Transamerica Funds, included in the Registration Statement on Form N-14.
/s/ Ernst & Young LLP |
Boston, Massachusetts
November 4, 2020
Exhibit (16)
TRANSAMERICA FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each of the undersigned makes, constitutes and appoints MARIJN P. SMIT, ERIN D. NELSON and RHONDA A. MILLS, his or her true and lawful attorneys-in-fact and agents in his or her name, place and stead, in any and all capacities, and on his or her behalf, with full power of substitution and re-substitution to sign any and all registration statements on Form N-14 and any other regulatory filings made applicable to the reorganization of Transamerica Dynamic Income into Transamerica Multi-Asset Income, each a series of Transamerica Funds (the Trust), and any amendments, exhibits, or supplements thereto, and to file and/or withdraw the same, with all other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to intents and purposes as he or she might or could do in person in his or her capacity as a Trustee of the Trust, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
The undersigned specifically permit the Power of Attorney to be filed as an exhibit to any such registration statement on Form N-14 or any amendment thereto, with the U.S. Securities and Exchange Commission.
THIS POWER OF ATTORNEY may be executed in multiple counterparts that together constitute a single document.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney in the capacities and on the dates indicated.
/s/ Marijn P. Smit | ||||
Marijn P. Smit, Trustee and Chairperson | Date: October 12, 2020 | |||
/s/ Sandra N. Bane | ||||
Sandra N. Bane, Trustee | Date: October 12, 2020 | |||
/s/ Leo J. Hill | ||||
Leo J. Hill, Trustee | Date: October 12, 2020 | |||
/s/ David W. Jennings | ||||
David W. Jennings, Trustee | Date: October 21, 2020 | |||
/s/ Fredric A. Nelson III | ||||
Fredric A. Nelson III, Trustee | Date: October 15, 2020 | |||
/s/ John E. Pelletier | ||||
John E. Pelletier, Trustee | Date: October 14, 2020 | |||
/s/ Patricia L. Sawyer | ||||
Patricia L. Sawyer, Trustee | Date: October 12, 2020 | |||
/s/ John W. Waechter | ||||
John W. Waechter, Trustee | Date: October 12, 2020 | |||
/s/ Alan F. Warrick | ||||
Alan F. Warrick, Trustee | Date: October 12, 2020 |
Exhibit (17)(7)
|
SCAN TO VIEW MATERIALS & VOTE à | |
|
To vote by Internet
1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website [ ] or scan the QR Barcode above 3) Follow the instructions provided on the website. | |
|
To vote by Telephone
1) Read the Proxy Statement and have the proxy card below at hand. 2) Call [ ] 3) Follow the instructions. | |
|
To vote by Mail
1) Read the Proxy Statement. 2) Check the appropriate box on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THE BOARD RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL. | For | Against | Abstain | |||||||||||
1. To approve an Agreement and Plan of Reorganization, providing for (i) the acquisition of all of the assets of Transamerica Dynamic Income by Transamerica Multi-Asset Income, in exchange for shares of Transamerica Multi-Asset Income to be distributed to the shareholders of Transamerica Dynamic Income and the assumption of all of the liabilities of Transamerica Dynamic Income by Transamerica Multi-Asset Income, and (ii) the subsequent liquidation of Transamerica Dynamic Income; and |
☐ | ☐ |
☐ | |||||||||||
2. To transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof. |
||||||||||||||
Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each shareholder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. | ||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature [Joint Owners] | Date |
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders of Transamerica Funds Scheduled To Be Held on February 5, 2021.
The Proxy Statement and Proxy Card for this Special Meeting are available at:
[https://www.viewproxy.com]
D17851-S02713
TRANSAMERICA FUNDS
PROXY CARD FOR A SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON FEBRUARY 5, 2021
The undersigned hereby appoint(s) Marijn P. Smit and Erin D. Nelson, or any one of them, as attorneys and proxies for the undersigned, with full power of substitution, to vote as directed on the reverse side of this form all shares of Transamerica Dynamic Income. The undersigned is entitled to provide instructions at the Special Meeting of Shareholders of Transamerica Funds scheduled to be held as a virtual meeting on February 5, 2021, at 10:00 a.m. (Mountain time), and at any adjournments or postponements thereof.
PLEASE NOTE: If it is determined that the Special Meeting will be held at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on the Trusts website at www.transamericafunds.com. We encourage you to check the website prior to the Special Meeting if you plan to attend. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system.
THESE VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF TRANSAMERICA DYNAMIC INCOME. This proxy card will be voted as instructed. If no specification is made, the proxy card will be voted FOR Proposal 1.
PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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1801 California St., Suite 5200 Denver, Colorado 80202 (720) 482-1574 |
November 4, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: | Transamerica Funds (the Registrant) |
(File Nos. 033-02659; 811-04556)
Ladies and Gentlemen:
On behalf of the Registrant, we are hereby filing a combined proxy statement and registration statement on Form N-14 with exhibits (the Registration Statement). The Registration Statement relates to an Agreement and Plan of Reorganization whereby all of the assets of Transamerica Dynamic Income, a series of the Registrant, will be transferred in a tax-free reorganization to Transamerica Multi-Asset Income, also a series of the Registrant, in exchange for shares of Transamerica Multi-Asset Income.
The Registration Statement is being filed pursuant to Rule 488 under the Securities Act of 1933, as amended. It is proposed that this filing will become effective on or about December 4, 2020 pursuant to Rule 488.
Please direct any comments or questions concerning this filing to the undersigned at (720) 482-8836.
Very truly yours,
/s/ Erin D. Nelson |
Erin D. Nelson |
Chief Legal Officer and Secretary |
Transamerica Asset Management, Inc. |