INFORMATION STATEMENT
This Information Statement describes BlackRock and the terms of the BlackRock Sub-advisory Agreement.
THE PORTFOLIOS AND THEIR MANAGEMENT AGREEMENT
TAM, a Florida corporation located at 1801 California Street, Suite 5200, Denver, CO 80202, manages the assets of each Portfolio pursuant to a Management Agreement (the “Management Agreement”), dated March 1, 2016, which was last approved by the Board, including a majority of the Independent Board Members, on June 16-17, 2021. 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.
Subject to the terms of the Management Agreement, TAM, among other things, (i) regularly provides each Portfolio with investment management services, including management, supervision and investment research and advice, (ii) furnishes a continuous investment program for each Portfolio’s securities and other investments consistent with each Portfolio’s investment objectives, policies and restrictions, as stated in each Portfolio’s current registration statement, (iii) provides supervisory, compliance and administrative services to each Portfolio, and (iv) provides any additional services incidental to the foregoing services. TAM is permitted to enter into contracts with sub-advisers, subject to the Board’s approval. The services that TAM provides to the Portfolios under the Management Agreement are not expected to change as a result of the change in sub-adviser for the Portfolios.
No officer or Board Member of the Portfolios is a director, officer or employee of BlackRock. No officer or Board Member of the Portfolios, through the ownership of securities or otherwise, has any other material direct or indirect interest in BlackRock or any other person controlling, controlled by or under common control with BlackRock. None of the Board Members of the Portfolios have had any material interest, direct or indirect, in any material transactions, or in any material proposed transactions, to which BlackRock or any of its affiliates was or is to be a party.
TERMS OF THE PRIOR SUB-ADVISORY AGREEMENT
From May 1, 2012 to November 1, 2021, Franklin Advisers, Inc. (“Franklin Advisers”) (formerly, QS Investors, LLC (“QS Investors”)) served as sub-adviser to Transamerica BlackRock iShares Dynamic Allocation – Balanced VP and Transamerica BlackRock iShares Dynamic Allocation – Moderate Growth VP. From July 1, 2015 to November 1, 2021, Franklin Advisers served as sub-adviser to Transamerica QS Investors Active Asset Allocation – Moderate VP, Transamerica QS Investors Active Asset Allocation – Moderate Growth VP and Transamerica QS Investors Active Asset Allocation – Conservative VP. In addition, Western Asset Management Company, LLC (“Western Asset”) served as sub-sub-adviser to Transamerica BlackRock iShares Dynamic Allocation – Balanced VP and Transamerica BlackRock iShares Dynamic Allocation – Moderate Growth VP (the “Sub-Sub-Advised Portfolios”) pursuant to a sub-sub-advisory agreement between Franklin Advisers and Western Asset. Franklin Advisers is located at One Franklin Parkway, San Mateo, CA 94403. Western Asset is located at 385 East Colorado Blvd., Pasadena, California 91101.
Franklin Advisers provided sub-advisory services to each Portfolio pursuant to Investment Sub-advisory Agreements between TAM and Franklin Advisers with respect to each Portfolio (the “Franklin Advisers Sub-advisory Agreements”). As sub-adviser to the Portfolios, Franklin Advisers was responsible for sub-advising the assets of each Portfolio in a manner consistent with the terms of the Franklin Advisers Sub-advisory Agreements and the investment objective, strategies and policies of each Portfolio. The Franklin Advisers Sub-advisory Agreements dated July 31, 2020, and the Western Asset sub-sub-advisory agreement dated May 1, 2012, were last approved by the Board, including a majority of the Independent Board Members, on June 16-17, 2021.
QS Investors was initially approved as a sub-adviser to Transamerica BlackRock iShares Dynamic Allocation – Balanced VP and Transamerica BlackRock iShares Dynamic Allocation – Moderate Growth VP by the Board, including a majority of the Independent Board Members, on January 26, 2012. QS Investors was initially approved as a sub-adviser to Transamerica BlackRock iShares Active Asset Allocation – Conservative VP, Transamerica BlackRock iShares Active Asset Allocation – Moderate Growth VP and Transamerica BlackRock iShares Active Asset Allocation – Moderate VP by the Board, including a majority of the Independent Board Members, on April 15, 2015. On August 7, 2021, QS Investors, a wholly owned subsidiary of Franklin Resources, Inc., merged with and into Franklin Advisers, also a wholly owned subsidiary of Franklin Resources, Inc. All of QS Investors’ rights and obligations under the sub-advisory agreements with TAM with respect to the Portfolios were transferred to Franklin Advisers, and Franklin Advisers began serving as the sub-adviser to each Portfolio effective as of that date. Pursuant to the terms of the Order, investor approval of the Sub-advisory Agreements with QS Investors was not required.
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