SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

 

Filed by the Registrant þ

Filed by a Party other than the Registrant o

 

Check the appropriate box:

 

o  Preliminary Proxy Statement

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

þ  Definitive Proxy Statement

o  Definitive Additional Materials

o  Soliciting Material Pursuant to Rule 14a-12

 

TRANSAMERICA IDEX MUTUAL FUNDS

AEGON/TRANSAMERICA SERIES TRUST

TRANSAMERICA INCOME SHARES, INC.

(Name of Registrant as Specified in its Charter)

 

N/A

 

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

 

Payment of Filing Fee (Check the appropriate box):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transamerica IDEX Mutual Funds (“TA IDEX”)

 

AEGON/Transamerica Series Trust (“ATST”)

 

Transamerica Income Shares, Inc. (“TIS”)

 

(Each an “Investment Company” and collectively, the “Investment Companies”)

 

570 Carillon Parkway

St. Petersburg, Florida 33716-1294

 

 

Notice of Special Meeting of Shareholders

to be held on October 30, 2007

 

Please take notice that a special meeting of shareholders of each of TA IDEX, ATST and TIS will be held at the offices of Transamerica Fund Advisors, Inc. (“TFAI”), 570 Carillon Parkway, St. Petersburg, Florida 33716, on October 30, 2007, at 11:00 a.m. (Eastern time), as adjourned from time to time (each, a “Special Meeting”). At the Special Meetings, shareholders of each fund on the attached list (the “Funds”) will be asked to consider the following proposals (the “Proposals”):

 

I.   To elect a new Board (to be voted on by shareholders of each Fund);

 

II.  To approve an amendment to the Agreement and Declaration of Trust (to be voted on by shareholders of each Fund, except TIS); and

 

III. To transact such other business as may properly come before the Special Meetings.

 

After careful consideration of each Proposal, the Board of Trustees of each of TA IDEX and ATST approved Proposals I and II and recommends that shareholders of the TA IDEX and ATST Funds vote “FOR” these Proposals.

 

After careful consideration of Proposal I, the Board of Directors of TIS approved Proposal I and recommends that the shareholders of TIS vote “FOR” this Proposal.

 

Shareholders of record of each Fund at the close of business on August 15, 2007 are entitled to notice of, and to vote at, the Special Meeting of the Fund on each Proposal applicable to the Fund. Your attention is called to the accompanying joint proxy statement. Shareholders who do not expect to attend the Special Meeting in person are requested to complete, date, and sign the enclosed proxy card and return it promptly in the envelope provided for that purpose. Your proxy card also provides instructions for voting via telephone or the Internet, if you wish to take advantage of these voting options. Proxies may be revoked at any time by executing and submitting a revised proxy, by giving written notice of revocation to the Secretary at the principal executive offices of the Fund at the address above, or by voting in person at the Special Meeting.

 

By Order of the Boards,

 

Dennis P. Gallagher

Vice President, General Counsel and Secretary

 

August 27, 2007

 

 

 

 

 

FUNDS PARTICIPATING IN THE SPECIAL MEETINGS
ON OCTOBER 30, 2007

 

TRANSAMERICA IDEX MUTUAL FUNDS

 

TA IDEX AllianceBernstein International Value

 

TA IDEX American Century Large Company Value

 

TA IDEX Asset Allocation — Conservative Portfolio

 

TA IDEX Asset Allocation — Growth Portfolio

 

TA IDEX Asset Allocation — Moderate Growth Portfolio

 

TA IDEX Asset Allocation — Moderate Portfolio

 

TA IDEX Bjurman, Barry Micro Emerging Growth

 

TA IDEX BlackRock Global Allocation (formerly, TA IDEX Mercury Global Allocation)

 

TA IDEX BlackRock Large Cap Value (formerly, TA IDEX Mercury Large Cap Value)

 

TA IDEX BlackRock Natural Resources

 

TA IDEX Clarion Global Real Estate Securities

 

TA IDEX Evergreen Health Care (formerly, TA IDEX T. Rowe Price Health Sciences)

 

TA IDEX Evergreen International Small Cap

 

TA IDEX Federated Market Opportunity

 

TA IDEX Jennison Growth

 

TA IDEX JPMorgan International Bond

 

TA IDEX JPMorgan Mid Cap Value

 

TA IDEX Legg Mason Partners All Cap (formerly, TA IDEX Salomon All Cap)

 

TA IDEX Legg Mason Partners Investors Value (formerly, TA IDEX Salomon Investors Value)

 

TA IDEX Loomis Sayles Bond

 

TA IDEX Marsico Growth

 

TA IDEX Marsico International Growth

 

TA IDEX Mellon Market Neutral Strategy

 

TA IDEX MFS International Equity

 

TA IDEX Multi-Manager Alternative Strategies Fund

 

TA IDEX Multi-Manager International Fund

 

TA IDEX Neuberger Berman International

 

TA IDEX Oppenheimer Developing Markets

 

TA IDEX Oppenheimer Small- & Mid-Cap Value

 

TA IDEX PIMCO Real Return TIPS

 

TA IDEX PIMCO Total Return

 

TA IDEX Protected Principal Stock

 

TA IDEX Templeton Transamerica Global (formerly, TA IDEX Templeton Great Companies Global)

 

TA IDEX Third Avenue Value

 

TA IDEX Transamerica Balanced

 

TA IDEX Transamerica Convertible Securities

 

TA IDEX Transamerica Equity

 

TA IDEX Transamerica Flexible Income

 

TA IDEX Transamerica Growth Opportunities

 

TA IDEX Transamerica High-Yield Bond

 

TA IDEX Transamerica Money Market

 

TA IDEX Transamerica Science & Technology (formerly, TA IDEX Great Companies — Technology^sm)

 

TA IDEX Transamerica Short-Term Bond

 

TA IDEX Transamerica Small/Mid Cap Value

 

TA IDEX Transamerica Value Balanced

 

TA IDEX UBS Dynamic Alpha

 

TA IDEX UBS Large Cap Value

 

TA IDEX Van Kampen Emerging Markets Debt

 

TA IDEX Van Kampen Mid-Cap Growth

 

TA IDEX Van Kampen Small Company Growth

 

AEGON/TRANSAMERICA SERIES TRUST

 

American Century Large Company Value

 

Asset Allocation — Conservative Portfolio

 

Asset Allocation — Growth Portfolio

 

Asset Allocation — Moderate Growth Portfolio

 

Asset Allocation — Moderate Portfolio

 

BlackRock Large Cap Value (formerly, Mercury Large Cap Value)

 

Capital Guardian Global

 

Capital Guardian U.S. Equity

 

Capital Guardian Value

 

Clarion Global Real Estate Securities

 

Federated Market Opportunity (formerly, Federated Growth & Income)

 

International Moderate Growth Fund

 

Jennison Growth

 

JPMorgan Core Bond (formerly, AEGON Bond)

 

JPMorgan Enhanced Index

 

JPMorgan Mid Cap Value

 

Legg Mason Partners All Cap (formerly, Salomon All Cap)

 

Marsico Growth

 

MFS High Yield

 

MFS International Equity

 

Munder Net50

 

PIMCO Total Return

 

Templeton Transamerica Global (formerly, Templeton Great Companies Global)

 

Third Avenue Value

 

Transamerica Balanced

 

Transamerica Convertible Securities

 

Transamerica Equity

 

Transamerica Equity II

 

Transamerica Growth Opportunities

 

Transamerica Money Market

 

Transamerica Science & Technology (formerly, Great Companies — Technology^sm)

 

Transamerica Small/Mid Cap Value

 

Transamerica U.S. Government Securities

 

Transamerica Value Balanced

 

T. Rowe Price Equity Income

 

T. Rowe Price Growth Stock

 

T. Rowe Price Small Cap

 

Van Kampen Active International Allocation

 

Van Kampen Large Cap Core

 

Van Kampen Mid-Cap Growth

 

TRANSAMERICA INCOME SHARES, INC.

 

TABLE OF CONTENTS

 

 

Transamerica IDEX Mutual Funds

 

AEGON/Transamerica Series Trust

 

Transamerica Income Shares, Inc.

 

570 Carillon Parkway

St. Petersburg, Florida 33716-1294

 

JOINT PROXY STATEMENT

 

Special Meeting of Shareholders

To be held on October 30, 2007

 

 

This joint proxy statement (“Joint Proxy Statement”) and enclosed notice and proxy card are being furnished in connection with the solicitation of proxies by the Board of Trustees or the Board of Directors (each, a “Board” and each member of a Board, a “Board Member”) of each of Transamerica IDEX Mutual Funds (“TA IDEX”), AEGON/Transamerica Series Trust (“ATST”) and Transamerica Income Shares, Inc. (“TIS” and together with TA IDEX and ATST, the “Investment Companies” or the “TFAI Fund Family”). The proxies are being solicited for use at a special meeting of shareholders of each of TA IDEX, ATST and TIS to be held at the offices of Transamerica Fund Advisors, Inc. (“TFAI”), 570 Carillon Parkway, St. Petersburg, Florida 33716, at 11:00 A.M. on October 30, 2007 (each, a “Special Meeting”), and at any and all adjournments or postponements thereof.

 

The Boards have called the Special Meetings and are soliciting proxies from shareholders of each fund listed in the accompanying notice (the “Funds”) with respect to the following proposals (the “Proposals”):

 

I. To elect a new Board (to be voted on by shareholders of each Fund);

 

II. To approve an amendment to the Agreement and Declaration of Trust (to be voted on by shareholders of each Fund, except TIS); and

 

III.  To transact such other business as may properly come before the Special Meetings.

 

The Board of each Investment Company has determined that the use of this Joint Proxy Statement for each Special Meeting is in the best interests of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of the other Funds.

 

You are entitled to vote at the Special Meeting of each Fund of which you are a shareholder as of the close of business on August 15, 2007 (the “Record Date”).

 

If you have any questions about the Proposals or about voting, please call Computershare Fund Services, the Funds’ proxy solicitor, at (866) 436-5968.

 

This Joint Proxy Statement and the accompanying notice and the proxy card are being first mailed to shareholders on or about August 27, 2007.

 

Each of TA IDEX, ATST and TIS is an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). TA IDEX and ATST are Delaware statutory trusts, and TIS is a Maryland corporation. For purposes of this Joint Proxy Statement, each of TA IDEX and ATST is referred to as a “Trust,” and the Trusts and TIS are referred to collectively as the “Investment Companies.” Attached as Appendix A is a list of the Funds that are a series of each Trust. TIS is itself a Fund and has no series. In certain cases, for ease of comprehension, the term “Fund” is used in this Joint Proxy Statement where it may be more precise to refer to the “Investment Company” of which the Fund is a series.

 

The Funds in the TFAI Fund Family are managed by Transamerica Fund Advisors, Inc. (“TFAI”) as investment adviser to the Funds. An affiliate of TFAI, Diversified Investment Advisors, Inc. (“Diversified”), serves as investment adviser to another complex of registered investment companies (the “Diversified Fund Family”).

 

Both TFAI and Diversified are indirect, wholly-owned subsidiaries of AEGON, N.V., a Netherlands corporation that is a publicly traded international insurance group, and both are part of the AEGON Group of Companies. TFAI and Diversified currently render comparable “manager of managers” management services to investment companies. Both TFAI and Diversified use a combination of qualitative and quantitative factors to select and monitor sub-advisors and both seek to employ an investment approach that emphasizes consistency of returns and risk control. The AEGON Group of Companies has decided to consolidate all “manager of managers” investment advisory services in TFAI in order to form a premier fund management and administration organization combining the expertise of the personnel of both TFAI and Diversified and allowing TFAI and Diversified to take advantage of synergies and further hone “best practices” in sub-advisor selection and monitoring. This consolidation is expected to result in a combined fund management organization with significant experience, resources and depth. The AEGON Group of Companies is also recommending that the TFAI and Diversified Fund Families be consolidated, thereby creating an over $50 billion fund complex offering more than 120 funds. As part of the consolidation and restructuring of funds in the TFAI Fund Family and the Diversified Fund Family (collectively, the “Fund Complex”), it is anticipated that TFAI will, in the future, propose the combination of certain existing Funds, though no specific combinations have yet been proposed to the Boards of the Funds. In addition, TFAI and Diversified may consider opening the Funds to additional distribution channels in the future to grow assets and benefit from scale advantages.

 

In order to implement these plans, at a meeting held on July 10 and 11, 2007, each Fund’s Board approved a series of measures that it believes will, among other things: (1) simplify oversight of the Funds through the election of a new Board, composed both of current members of the Boards and new members who currently oversee funds in the Diversified Fund Family that are proposed to be managed by TFAI; and (2) simplify and modernize the Trusts and the Funds to permit them to respond more quickly and favorably to changed circumstances with less expense and delay by adopting modernized and more standardized agreements and declarations of trust. The implementation of these measures, which are summarized below, is subject to the approval of shareholders of the Funds.

 

Proposal I:  Five of the current Board Members of the Investment Companies, Leo J. Hill, Russell A. Kimball, Jr., Norm R. Nielsen, John W. Waechter and John K. Carter, as well as four new Board Member nominees, Neal M. Jewell, Eugene M. Mannella, Joyce Galpern Norden and Patricia L. Sawyer are proposed for election to each Investment Company’s Board (hereafter, the five current Board Members and the four proposed new Board Members are referred to as the “Nominees”). Each Nominee, except John K. Carter, is not an “interested person,” as that term is defined in the 1940 Act, of the Investment Companies. As further discussed in this Joint Proxy Statement, Proposal I is designed to create operational and administrative

efficiencies by electing a Board composed of Board Members who are familiar with the Investment Companies, TFAI, and the funds currently managed by Diversified.

 

Proposal II:  The Board of each Trust seeks approval of an amendment to the Trust’s current agreement and declaration of trust that, if approved, will enable the Board to amend the Trust’s agreement and declaration of trust without the expense and delay associated with soliciting approval of the shareholders. The Boards are currently able to amend the agreements and declarations of trust in many respects without shareholder approval and, as discussed below, whether or not Proposal II is approved, the Boards intend to implement a number of changes that they deem to be in the shareholders’ best interests. Proposal II would allow the Boards to manage the Trusts and the Funds more effectively and more efficiently by expanding their ability to revise the agreements and declarations of trust to respond to future contingencies, changes in industry standards, economic conditions and regulatory changes.

 

The implementation of each Proposal is not contingent upon the approval of the other Proposal.

 

The cost of this proposed restructuring, including the costs of these proxy materials and the costs of soliciting shareholders, will be borne by TFAI and/or its affiliates, and not the Funds or their shareholders.

 

The Board of each Investment Company recommends that you vote “FOR” each of these two Proposals for which you are entitled to vote.

 

Each shareholder of record of a Fund at the close of business on the Record Date is entitled to one vote for each share held of the applicable Fund (with proportional fractional votes for fractional shares). The total number of shares of each Fund outstanding at the close of business on the Record Date is shown in Appendix A.

 

The Fund with respect to which your vote is being solicited is named on the proxy card included with this Joint Proxy Statement. If you have the right to vote with respect to more than one Fund as of the Record Date, you may receive more than one proxy card. Please sign, date and return each proxy card, or if you prefer to provide voting instructions by telephone or over the Internet, please vote on the Proposal(s) affecting each applicable Fund. If you vote by telephone or over the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s). This code is designed to confirm your identity, provide access to the voting sites and confirm that your voting instructions are properly recorded.

 

All properly executed proxies received prior to a Fund’s Special Meeting will be voted at that Special Meeting. On the matters coming before each Special Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shareholder’s shares will be voted accordingly. If a proxy is properly executed and returned and no choice is specified with respect to one or more Proposals, the shares will be voted “FOR” each such Proposal. The duly appointed proxies may, in their discretion, vote upon such other matters as may properly come before the Special Meetings.

 

Shareholders who execute proxies or provide voting instructions by telephone or the Internet may revoke them with respect to either or both Proposals at any time before a vote is taken on a Proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary at the principal executive offices of the Fund at the address above), by delivering a duly executed proxy bearing a later date or by attending the Special Meeting and voting in person, in all cases prior to the exercise of the authority granted in the proxy. Merely attending the Special Meeting, however, will not revoke any previously executed proxy. If you hold your shares through a bank or other intermediary or if you are the holder of a variable annuity contract or variable life insurance policy (as discussed under “Quorum, Vote Required and Manner of Voting Proxies” below), please consult your bank or intermediary or your participating insurance company regarding your ability to revoke voting instructions after such instructions have been provided.

 

Quorum

 

A quorum of shareholders is required to take action at each Special Meeting. With respect to each of ATST and TA IDEX, shareholders of at least one-third (331/3%) of the outstanding shares as of the Record Date of all of the Funds that are series of the Trust taken together as a whole, present in person or by proxy, shall constitute a quorum for the transaction of business at the Special Meeting. With respect to TIS, the shareholders of a majority of outstanding shares as of the Record Date, present in person or by proxy, shall constitute a quorum for the transaction of business at the Special Meeting.

 

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

 

In the absence of a quorum, or if a quorum is present but sufficient votes to approve a Proposal are not received, a Special Meeting may be adjourned by the affirmative vote of a majority of the shares present in person or represented by proxy at the Special Meeting. The persons named as proxies may, at their discretion, vote those proxies in favor of an adjournment of a Special Meeting. A vote may be taken on any Proposal prior to any such adjournment if sufficient votes have been received.

 

Vote Required

 

Proposal I.  Each Nominee must be elected by a plurality of the votes cast at the Special Meetings. For each of ATST and TA IDEX, shareholders of all of the Funds that are series of the Trust vote together as a single class. Similarly, all shareholders of TIS vote together as a single class. Assuming the presence of a quorum, abstentions and broker non-votes have no effect on Proposal I.

 

Proposal II.  Approval by each of ATST and TA IDEX of the proposed amendment to the Trust’s agreement and declaration of trust requires the affirmative vote of a majority of the shares entitled to vote and voting on the Proposal, with the outstanding shares as of the Record Date of all of the Funds that are series of the Trust voting together as a single class. Accordingly, assuming the presence of a quorum, abstentions and broker non-votes have no effect on Proposal II. Shareholders of TIS are not being asked to vote on Proposal II.

 

Manner of Voting

 

Broker-dealer firms holding shares in a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on each Proposal before the Special Meetings. The New York Stock Exchange (the “NYSE”) may take the position that a broker-dealer that is a member of the NYSE and that has not received instructions from a customer or client prior to the date specified in the broker-dealer firm’s request for voting instructions may not vote such customer or client’s shares with respect to Proposal II. A signed proxy card or other authorization by a beneficial owner of shares in a Fund that does not specify how the beneficial owner’s shares should be voted on a Proposal may be deemed an instruction to vote such shares in favor of the applicable Proposal.

 

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

proportion as those shares for which the Fund receives voting instructions from other shareholders. This practice is sometimes called “proportional voting” or “echo voting.”

 

In the case of shares of Funds (such as the Funds that are series of ATST) that are not offered to the public, but only sold to certain asset allocation portfolios and to variable annuity separate accounts established by insurance companies (including Western Reserve Life Assurance Co. of Ohio, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Peoples Benefit Life Insurance Company and Transamerica Occidental Life Insurance Company (collectively, the “Insurance Companies”)) to fund variable annuity contracts and variable life insurance policies, ownership of the shares is legally vested in the separate accounts. The Insurance Companies will vote shares held by these separate accounts in a manner consistent with voting instructions timely received from the shareholders of the variable annuity contracts and variable life insurance policies used to fund the accounts. A signed proxy card or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted on a Proposal may be deemed an instruction to vote such shares in favor of the applicable Proposal. The Insurance Companies will use proportional voting to vote shares held by separate accounts for which no timely instructions are received from the shareholders of variable annuity contracts and variable life insurance policies. As a result, a small number of owners of variable annuity contracts and variable life insurance policies could determine how the Insurance Companies vote, if other owners fail to vote. Other participating insurance companies may follow similar voting procedures.

 

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

 

Under TFAI’s proxy voting policies and procedures, in the case of Funds that invest their assets in other Funds, TFAI will vote shares of the underlying Funds in accordance with the recommendations of the Boards of the Funds. Such shares will, therefore, be voted “FOR” the election of each Nominee described in Proposal I and “FOR” the approval of the amendment to the agreement and declaration of trust described in Proposal II.

 

The purpose of this Proposal I is for each Investment Company to elect a Board that will assume office upon election by the shareholders. At a Board meeting held on July 10 and 11, 2007, the current Board Members of each Investment Company nominated the nine persons listed below (the “Nominees”) to serve as Board Members.

 

As described above, the AEGON Group of Companies has decided to consolidate all “manager of managers” investment advisory services in TFAI in order to form a premier fund management and administration organization combining the expertise of the personnel of both TFAI and Diversified. As a result of this consolidation, representatives of TFAI and Diversified proposed to the Boards a combination of the investment and administration operations of the TFAI and Diversified Fund Families. TFAI and Diversified also recommended the election of a single board (the “New Board”) to oversee the consolidated Fund Complex. The Boards have concluded that the funds in the TFAI Fund Family will enjoy operational and administrative efficiencies if the same individuals serve as Board Members for the Investment Companies and other investment companies in the Fund Complex, as discussed below.

 

Five of the Nominees, Leo J. Hill, Russell A. Kimball, Jr., Norm R. Nielsen, John W. Waechter and John K. Carter, currently serve as members of each Board; the other four Nominees, Neal M. Jewell, Eugene M. Mannella, Joyce Galpern Norden and Patricia L. Sawyer, currently serve as board members of investment companies in the Diversified Fund Family.

 

The Nominees were nominated by Board Members who are not “interested persons” of the Fund Complex, as that term is defined in Section 2(a)(19) of the 1940 Act.

It is intended that the enclosed proxy card will be voted for all Nominees for the New Board unless a proxy contains specific instructions to the contrary.

 

Reason for Proposed Realignment and Consolidation

 

Each Board has determined that the election of the New Board to oversee the Funds and other funds in the combined Fund Complex may provide benefits to shareholders of the Funds. In reaching this conclusion, each Board identified numerous potential advantages to the Funds and their shareholders, including:

 

 

The Boards also noted that a consolidated board structure would be consistent with that of many other fund groups having a common investment adviser.

 

Nominees

 

You are being asked to elect the Board Members of your Fund. If elected, the Nominees will comprise the entire Board of each of the Investment Companies, and each of them will hold office until his or her successor has been duly elected or appointed, until reaching the mandatory retirement age, or until his or her earlier death, resignation or removal.

 

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

 

A Nominee is deemed “independent” if the Nominee is not an “interested person” of the Fund Complex, as that term is defined in Section 2(a)(19) of the 1940 Act (an “Independent Nominee”). Each of the Nominees other than Mr. John K. Carter is considered an “Independent Nominee.” Mr. Carter is an “interested person” under the 1940 Act by virtue of his position with TFAI and its affiliates, as described in the table below. If elected, Mr. Carter will serve as Chairman of the New Board.

 

The mailing address of each Nominee is c/o Secretary of the Funds, 570 Carillon Parkway, St. Petersburg, Florida 33716. The Nominees, their ages, their principal occupations for the past five years (their titles

may have varied during that period), the number of funds in the Fund Complex the Nominees are nominated to oversee if elected, and other board memberships they hold are set forth in the table below.

 

 

 

 

 

On July 10 and 11, 2007, each Board voted to establish a mandatory retirement age of 75 for Board Members, effective on the date on which the Nominees who are not currently Board Members of the Investment Companies (or any one of them) accept their elections and commence service as members of the New Board (the “Effective Date”). Pursuant to the mandatory retirement policy, any Independent Board Member who attained the age of 75 prior to the Effective Date will be deemed to have retired as of the Effective Date and any Independent Board Member who attains the age of 75 after the Effective Date will be

deemed to have retired as of the last day of the calendar year in which he or she attains the age of 75. The policy also allows any Independent Board Member to elect to retire as of the Effective Date.

 

Each Investment Company will indemnify its Board Members and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Investment Company unless, as to liability to the Investment Company or its shareholders, it is finally adjudicated that they engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in their offices, or unless with respect to any other matter it is finally adjudicated that they did not act in good faith in the reasonable belief that their actions were in the best interests of the Investment Company. In the case of settlement, such indemnification will not be provided unless it has been determined by a court or other body approving the settlement or other disposition, or by a reasonable determination, based upon a review of readily available facts, by vote of a majority of disinterested Board Members or in a written opinion of legal counsel chosen by a majority of the Board Members and determined by them in their reasonable judgment to be independent, that such officers or Board Members have not engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of their duties.

 

Officers of the Investment Companies

 

The mailing address of each officer is c/o Secretary of the Funds, 570 Carillon Parkway, St. Petersburg, Florida 33716. The following table shows information about the officers, including their ages, their positions held with the Investment Companies and their principal occupations during the past five years (their titles may have varied during that period). Each officer will hold office until his or her successor has been duly elected or appointed or until his or her earlier death, resignation or removal.

 

 

 

 

As of June 30, 2007, all Board Members and officers as a group owned less than 1% of the outstanding shares of each Fund.

Nominee Ownership of Equity Securities

 

The following table shows the amount of equity securities beneficially owned by the Nominees as of June 30, 2007 in the Funds that they oversee and in all the funds in the Fund Complex.

 

 

 

 

None of the Independent Nominees or their immediate family members had any interest in the investment adviser, subadvisers or distributor of the Investment Companies, or any person controlling, controlled by or under common control with such persons. For this purpose, “immediate family member” includes the Nominee’s spouse, children residing in the Nominee’s household and dependents of the Nominee.

Compensation

 

Information relating to compensation paid to the Board Members is set forth in Appendix B hereto.

 

Committees and Meetings of Each Board

 

The business and affairs of each Investment Company are managed by or under the direction of its Board.

 

During the fiscal year ended October 31, 2006, the Board of TA IDEX (the “TA IDEX Board”) met six times. During the fiscal year ended December 31, 2006, the Board of ATST (the “ATST Board”) met six times. During the fiscal year ended March 31, 2007, the Board of TIS (the “TIS Board”) met seven times. Each Board Member then in office attended at least 75% of the aggregate of the total number of meetings of the Board and of the total number of meetings held by all committees of the Board on which the member served.

 

TA IDEX and ATST do not hold annual meetings of shareholders, and therefore do not have a policy regarding attendance of Board members at annual meetings of shareholders. TIS holds annual meetings of shareholders, but does not have a policy with regard to attendance of Board members at such meetings. No TIS Board members attended last year’s annual meeting of shareholders.

 

Audit Committee

 

Each Board has established a separately designated Audit Committee in accordance with the 1940 Act. Each Board’s standing Audit Committee is composed of John W. Waechter (Chairman), Janice B. Case, Leo J. Hill, Daniel Calabria and Peter R. Brown, each of whom is an Independent Board Member and qualifies as an “independent” Board member for purposes of New York Stock Exchange listing standards. Each Audit Committee oversees the accounting and reporting policies and practices of the Investment Company, oversees the quality and integrity of the financial statements of the Investment Company, approves, prior to appointment, the engagement of the Investment Company’s independent auditors, and reviews and evaluates the independent auditors’ qualifications, independence and performance. The Audit Committee of the TIS Board also oversees TIS’s compliance with legal and regulatory requirements and prepares the audit committee report required by the Securities and Exchange Commission (the “SEC”) to be included in the annual proxy statement relating to each annual meeting of TIS shareholders. Each Audit Committee acts pursuant to a written charter. A copy of the written charter pursuant to which the Audit Committee of the TIS Board operates was included in an appendix to TIS’s proxy statement on Schedule 14A filed with the SEC on May 31, 2007. During the fiscal year ended October 31, 2006, the Audit Committee of the TA IDEX Board met six times. During the fiscal year ended December 31, 2006, the Audit Committee of the ATST Board met two times. During the fiscal year ended March 31, 2007, the Audit Committee of the TIS Board met five times.

 

The Audit Committee of the TIS Board has reviewed and discussed the audited financial statements for the fiscal year ended March 31, 2007 with its management, and discussed certain matters with TIS’s independent public accountant addressed by Statement on Auditing Standards No. 61. The Audit Committee has received written disclosures and a letter required by Independence Standards Board No. 1 from the independent public accountant and has discussed with the independent public accountant its independence. Based on the foregoing, the Audit Committee recommended to the TIS Board that its audited financial statements be included in TIS’s Annual Report for the fiscal year ended March 31, 2007 for filing with the SEC.

 

Governance and Nominating Committee

 

Each Board also has a standing Governance and Nominating Committee composed of Leo J. Hill (Chairman), Janice B. Case, Russell A. Kimball, Jr., John W. Waechter and Peter R. Brown, each of whom is an Independent Board Member and qualifies as an “independent” Board member for purposes of New York Stock Exchange listing standards. Each Governance and Nominating Committee has been established by each Board to (i) identify individuals qualified to become members of the Board in the event that a position is

vacated or created, (ii) consider all candidates proposed to become members of the Board, (iii) select and nominate, or recommend for nomination to the Board, candidates for election as Board Members, and (iv) set necessary standards or qualifications for service on the Board. Each Governance and Nominating Committee acts pursuant to a written charter a copy of which is attached hereto as Appendix C.

 

Prior to the formation of the Governance and Nominating Committee of each Board on January 1, 2007, each Board had a separate Governance Committee and a Nominating Committee. During the fiscal year ended October 31, 2006, the Governance Committee of the TA IDEX Board met three times and the Nominating Committee of the TA IDEX Board met once. During the fiscal year ended December 31, 2006, the Governance Committee of the ATST Board met three times and the Nominating Committee of the ATST Board met once. During the fiscal year ended March 31, 2007, the Governance and Nominating Committee of the TIS Board met once and, prior to the formation of the Governance and Nominating Committee, the Governance Committee of the TIS Board met two times and the Nominating Committee of the TIS Board met once.

 

The charter states that the Governance and Nominating Committee is solely responsible for the selection and nomination of potential candidates to serve on its applicable Board, the Governance and Nominating Committee may consider and evaluate nominations properly submitted by shareholders of a Fund. Nominations proposed by shareholders will be properly submitted for consideration by a Governance and Nominating Committee only if shareholders submit their nominations in accordance with the qualifications and procedures set forth in the charter of the Governance and Nominating Committee. With regard to the Nominees, the Governance and Nominating Committee referred the consideration of their nomination to the Independent Board Members.

 

In order for each Governance and Nominating Committee to consider shareholder submissions, the following requirements, among others, must be satisfied regarding the nominee:

 

 

In addition, in order for the Governance and Nominating Committee to consider shareholder submissions, the following requirements must be satisfied regarding the shareholder or shareholder group submitting the proposed nominee:

 

 

In connection with the identification, evaluation and nomination of candidates to the Board, each Governance and Nominating Committee evaluates the qualifications of candidates for Board membership and their independence from the Investment Company’s investment advisers and other principal service providers. The Governance and Nominating Committee considers the effect of any relationships beyond those delineated in the 1940 Act that might impair independence. In assessing the qualification of a potential candidate for membership on the Board, the Governance and Nominating Committee may consider the candidate’s potential contribution to the operation of the Board and its committees and such other factors as it may deem relevant. Specific desired (but not required) qualities of Independent Board Member candidates include:

 

 

The Governance and Nominating Committee has oversight responsibilities and monitors certain issues, including the adviser’s and subadvisers’ codes of ethics, shareholder communications and shareholder complaint resolution and disaster recovery policies, in consultation with the Chief Compliance Officer and Independent Board Member counsel, that affect the duties of Independent Board Members.

Compensation Committee

 

Each Board has a Compensation Committee composed of Janice B. Case (Chairwoman), Leo J. Hill, Russell A. Kimball, Jr., Peter R. Brown and Charles C. Harris, each of whom is an Independent Board Member. Each Compensation Committee reviews compensation arrangements for each Board Member and makes recommendations regarding such compensation. Each Compensation Committee meets periodically, as necessary. During the fiscal year ended October 31, 2006, the Compensation Committee of the TA IDEX Board met once. During the fiscal year ended December 31, 2006, the Compensation Committee of the ATST Board met once. During the fiscal year ended March 31, 2007, the Compensation Committee of the TIS Board met two times.

 

Valuation Oversight Committee

 

Each Board has a Valuation Oversight Committee composed of Russell A. Kimball, Jr. (Chairman), Robert L. Anderson,* Peter R. Brown, Charles C. Harris and William W. Short, Jr., each of whom is an Independent Board Member. Each Valuation Oversight Committee oversees the process by which the Investment Company calculates its net asset value to verify consistency with the Investment Company’s valuation policies and procedures, industry guidance, interpretative positions issued by the SEC and its staff, and industry best practices. Each Valuation Oversight Committee meets periodically, as necessary. During the fiscal year ended October 31, 2006, the Valuation Oversight Committee of the TA IDEX Board met three times. During the fiscal year ended December 31, 2006, the Valuation Oversight Committee of the ATST Board met three times. During the fiscal year ended March 31, 2007, the Valuation Oversight Committee of the TIS Board met three times.

 

Marketing and Proxy Voting Committee

 

Each Board has a Marketing and Proxy Voting Committee composed of Robert L. Anderson (Chairman),* Peter R. Brown, William W. Short, Jr., Norm R. Nielsen and Jack E. Zimmerman,* each of whom is an Independent Board Member. Each Marketing and Proxy Voting Committee’s objective is to (i) provide oversight and leadership relating to the marketing of the Funds’ shares and to oversee the Funds’ distribution arrangements, including the distribution related services provided to the Funds and their shareholders, (ii) provide oversight to the proxy voting committee of management, and (iii) vote proxies on behalf of the Funds in certain conflict situations such as in matters where the Funds’ consent to vote proxies is required where a Fund’s investment adviser or sub-adviser seeks such consent because of a conflict of interest that arises in connection with a particular vote, or for other reasons. Prior to the formation of the Marketing and Proxy Voting Committee of each Board on January 1, 2007, each Board had a separate Marketing Committee and a Proxy Voting Committee. During the fiscal year ended October 31, 2006, the Marketing Committee of the TA IDEX Board met once and the Proxy Voting Committee of the TA IDEX Board met once. During the fiscal year ended December 31, 2006, the Marketing Committee of the ATST Board met once and the Proxy Voting Committee of the ATST Board met once. During the fiscal year ended March 31, 2007, the Marketing and Proxy Voting Committee of the TIS Board met once and, prior to the formation of the Marketing and Proxy Voting Committee, the Marketing Committee of the TIS Board met once and the Proxy Voting Committee of the TIS Board did not meet.

 

Contract Review Committee

 

Each Board has a Contract Review Committee composed of Charles C. Harris (Chairman), Peter R. Brown, Daniel Calabria, Norm R. Nielsen and Jack E. Zimmerman,* each of whom is an Independent Board Member. Each Contract Review Committee oversees the Investment Company’s relationship with key service providers by overseeing the contract review process, helps ensure that the best interests of the Investment

 

 

*  Mr. Anderson and Mr. Zimmerman serve as Board Members of TA IDEX only.

Company and its shareholders are served by the terms of each contract and makes recommendations to the Board. Each Board, not the Contract Review Committee, approves, rejects or continues a contract. Each Contract Review Committee meets periodically, as necessary. During the fiscal year ended October 31, 2006, the Contract Review Committee of the TA IDEX Board met once. During the fiscal year ended December 31, 2006, the Contract Review Committee of the ATST Board met once. During the fiscal year ended March 31, 2007, the Contract Review Committee of the TIS Board met once.

 

Other Information About TFAI

 

There continues to be significant federal and state regulatory activity relating to financial services companies, particularly mutual fund companies and their investment advisers. As part of an ongoing investigation regarding potential market timing, recordkeeping and trading compliance issues and matters affecting TFAI, as investment adviser to ATST and TA IDEX, and certain affiliates and former employees of TFAI, the SEC staff has indicated that it is likely to take some action against TFAI and certain of its affiliates at the conclusion of the investigation. The potential timing and the scope of any such action is difficult to predict. The investigation does not affect any of the Investment Companies or the Funds. Although the impact of any action brought against TFAI and/or its affiliates is difficult to assess at the present time, TFAI believes that the likelihood that it will have a material adverse impact on TFAI is remote. TFAI and its affiliates are actively working with the SEC in regard to this matter; however, the exact resolution cannot be determined at this time. TFAI will take such actions that it deems necessary or appropriate to continue providing management services to mutual funds and to bring all matters to an appropriate conclusion. TFAI and/or its affiliates, and not the Investment Companies or the Funds, will bear the costs regarding these regulatory matters.

 

Required Vote

 

This Proposal I must be approved by a plurality of the votes cast in person or by proxy at a Special Meeting at which a quorum exists.

 

YOUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD.

 

Mutual funds are subject to comprehensive federal laws and regulations, and in particular, the 1940 Act. Each mutual fund is also subject to state law. TA IDEX and ATST are subject to Delaware law because each of these Trusts is organized as an entity known as a Delaware statutory trust. Delaware law provides a statutory framework for the powers, duties, rights and obligations of the trustees and the shareholders of the statutory trust, while the more specific powers, duties, rights and obligations of the trustees and the shareholders are determined by the trustees and set forth in a governing instrument, usually called an agreement and declaration of trust. Each of the Trusts currently operates under an agreement and declaration of trust (each, an “Existing Declaration”).

 

At each Fund’s Special Meeting, shareholders entitled to vote with respect to a Fund will be asked to approve an amendment to the Existing Declaration applicable to that Fund.

 

The proposed amendment for each Existing Declaration (the “Amendment”) would permit future amendments to the agreement and declaration of trust to be made by action of the Board without approval of the shareholders. The Existing Declarations currently may be amended by the Boards without shareholder approval except for (i) an amendment affecting the voting powers specifically granted to them in the Existing Declaration, (ii) any amendment to the amendment provisions of the Existing Declaration, (iii) any amendment required by law or the Trust’s registration statement; and (iv) any amendment submitted to shareholders by the Boards.

In addition, each Existing Declaration provides that no amendment to the Existing Declaration may be made that would limit the rights of insurance with respect to acts or omissions of persons covered by the insurance provisions of the Existing Declaration prior to such amendment, or that would limit the rights to indemnification as provided in the Existing Declaration. The Amendment contains similar but not identical provisions.

 

The proposed Amendment and the corresponding provision in the Existing Declarations for TA IDEX and ATST are set forth below.

 

 

By allowing future amendments of an agreement and declaration of trust without shareholder approval, the Amendment gives the Boards the necessary authority to react quickly to future contingencies. A Board would still be required to submit a future amendment to a vote of a Fund’s shareholders if such a vote were required by applicable law, or a Board could determine at any time to submit a future amendment to the agreement and declaration of trust for a vote of the shareholders, even though not required by law or by the agreement and declaration of trust itself.

 

At a meeting of the Funds’ Boards held on July 10 and 11, 2007, the Boards approved the Amendment as well as further changes to the Existing Declarations which are designed to provide more flexibility to the Boards in governing the Funds. Many of these further changes approved by the Boards may be made under the terms of the Existing Declarations without the approval or consent of the shareholders, and each Board intends to make these changes even if the Amendment is not approved by shareholders. Other changes, which affect the voting rights of shareholders provided in the Existing Declarations, will be made only if shareholders approve the Amendment. The form of amended and restated agreement and declaration of trust for TA IDEX and ATST, incorporating all of the changes approved by the Boards (the “New Declaration”), is attached hereto as Appendix D. A summary of some of the more important differences between the Existing Declarations and the New Declarations is set forth below. The summary is qualified in its entirety by reference to Appendix D. Shareholders should carefully review the New Declaration and carefully consider the

differences described below, as a vote in favor of the Amendment will have the effect of authorizing the Trust’s Board to adopt the New Declaration in its entirety.

 

Summary of Significant Differences between Existing Declarations and New Declarations

 

The 1940 Act requires a vote by shareholders of mutual funds on various matters that Congress has determined might have a material effect on shareholders and their investments. For example, shareholder consent is required under the 1940 Act and the regulations thereunder to approve new investment advisory agreements in most cases, an increase in an advisory fee or a 12b-1 fee, changes to fundamental investment policies, the election of directors or trustees in certain circumstances, and the merger or reorganization of a fund in certain circumstances where the merger or consolidation involves an affiliated party. The New Declarations provide for shareholder voting as required by the 1940 Act or other applicable laws but otherwise permit, consistent with Delaware law, actions by the Boards without seeking the consent of shareholders. This provision permits the Boards to act quickly in response to competitive or regulatory conditions without the cost and delay of a meeting of the shareholders when the Boards believe that the action is in the best interests of shareholders. Similarly, as discussed below, the Boards have broad authority to provide for the merger or consolidation of the trust into another trust or entity, to reorganize the trust or any series or class into another trust or entity or a series or class of another entity, to sell all or substantially all of the assets of the trust or any series or class to another entity, or a series or class of another entity, or to terminate the trust or any series or class. Under the Existing Declarations, shareholders are also entitled to vote on certain amendments to the declarations of trust, as described above. Although under both the Existing Declarations and the New Declarations, the Boards may terminate the Trust or a Fund without shareholder approval, under the Existing Declarations, but not the New Declarations, shareholders may vote to terminate the Trust or a Fund.

 

The New Declarations provide for dollar-weighted voting, where each shareholder of a Fund is entitled to one vote for each dollar of net asset value of the Fund represented by the shareholder’s shares of the Fund, on each matter on which that shareholder is entitled to vote. This means that shareholders with larger economic investments will have more votes than shareholders with smaller economic investments. The Existing Declarations provide that each share of each Fund is entitled to one vote on each matter on which shares of that Fund are entitled to vote. Each of TA IDEX and ATST is composed of multiple Funds or series. Because each Fund, as a series of a Trust, can have a different share price than other Funds that are also series of the Trust, shareholders of a Fund with lower-priced shares may have more voting power than shareholders of a Fund with higher-priced shares. For example, if a Fund’s shares are selling for $10 per share, a $1,000 investment will purchase 100 shares. If another Fund in the same Trust has shares selling for $50 a share, that same $1,000 investment will purchase only 20 shares of that Fund. Therefore, under the Existing Declarations, when shareholders of the Trust vote together as a single class, a shareholder of the first Fund has five times the vote of a shareholder in the second Fund, even though the economic interest of each shareholder is the same. For this reason, the Boards believe that the change to dollar-weighted voting, which would assure that a shareholder’s voting power matches the shareholder’s economic interest in the Trust, is appropriate.

 

The New Declarations provide that the Trustees may set in the bylaws provisions relating to the calling and holding of shareholder meetings (including the holding of meetings by electronic or other similar means) and related matters. The Existing Declarations specify who may call a meeting of shareholders, and provide that a meeting may be called at any time upon the written request of a shareholder or the holders of not less than 10% of all of the shares entitled to be voted at such meeting.

 

The New Declarations would permit the Boards to reorganize or combine a Trust, any Fund that is a series of the Trust or any class of a Fund, into any corporation, association, trust or series (including another series or class of the Trust), or other entity, whether currently existing or newly created, without shareholder approval where approval of the shareholders is not otherwise required under the 1940 Act. The 1940 Act requires reorganizations or fund combinations involving affiliated funds to be approved by the shareholders of the fund being acquired where certain conditions are not satisfied. Like the New Declarations, the Existing Declarations do not require shareholder approval for reorganizations or combinations of the Trust as a whole with other operating entities, or to merge or reorganize a series into a newly-created entity, except when shareholder approval would be required under the 1940 Act; the Existing Declarations do not specifically

address reorganizations or combinations with other operating entities involving only series or classes of the Trust.

 

Permitting the Trustees to authorize reorganizations and combinations without seeking shareholder approval gives a Board the flexibility, when considering reorganizations, to make decisions it feels are in the shareholders’ best interests, without causing the Funds to incur the time and expense of soliciting approval of the shareholders. As part of the consolidation and restructuring of the Fund Complex, it is expected that in the relatively near future TFAI will propose the combination of certain existing Funds. In that case, if the Amendment is approved by shareholders and if a Board determines that a particular fund combination is in the best interests of a fund and its shareholders, the Board may further determine to combine the funds without seeking approval of the shareholders, if approval is not otherwise required under the 1940 Act. The New Declarations require that shareholders receive written notification of any such transaction. A fund combination or reorganization could, in certain circumstances, adversely affect a Fund’s or class’s expense ratio or other aspects of a shareholder’s investment.

 

The New Declarations and Existing Declarations authorize the Trustees to establish classes of shares and to abolish any classes so established. The New Declarations also specifically authorize the Trustees to determine and change the rights and preferences, qualifications for ownership, conversion and exchange features, minimum purchase and account size, expenses and charges, and other features of the classes so established, and to combine one or more classes of a series with another class in that series.

 

The Existing Declarations, unlike the New Declarations, contain detailed provisions relating to the custody of fund assets, and provide for shareholder voting in connection therewith under certain circumstances. The New Declarations also change, from a 1940 Act majority vote to a two-thirds vote, the shareholder vote required to remove a Trustee from office, as discussed below.

 

If the Amendment is not approved by shareholders of a Trust, those provisions of the New Declarations discussed above that would change a shareholder’s voting rights from those rights provided in the Existing Declarations will not go into effect for that Trust, and the form of New Declaration for that Trust will be accordingly revised so that it will be substantially the same as the Existing Declarations with respect to those voting provisions.

 

In addition to the changes described above, the New Declarations contain a number of other significant changes that may be effected without approval of the shareholders. The New Declarations provide a detailed process for the bringing of derivative actions by shareholders in order to permit legitimate inquiries and claims while avoiding the time, expense, distraction, and other harm that can be caused to a Fund or its shareholders as a result of spurious shareholder demands and derivative actions. The New Declarations provide that, subject to Delaware law, prior to bringing a derivative action, a demand by three unrelated shareholders must first be made on the Fund’s Board. The provisions of the New Declarations detail various information, certifications, undertakings and acknowledgements that must be included in the demand. Following receipt of the demand, the Boards have a period of 90 days, which may be extended by an additional 60 days, to consider the demand. If a majority of the Board Members who are considered independent for the purposes of considering the demand or a committee of such Boards determine that maintaining the suit would not be in the best interests of the Fund, the Boards are required to reject the demand and the complaining shareholders may not proceed with the derivative action unless the shareholders are able to sustain the burden of proof to a court that the decision of the Boards not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Fund. These provisions further provide that shareholders owning shares representing at least 5% of the voting power of the affected Fund must join in bringing the derivative action. If a demand is rejected, the complaining shareholders will be responsible for the costs and expenses (including attorneys’ fees) incurred by the Fund in connection with the consideration of the demand, if a court determines that the demand was made without reasonable cause or for an improper purpose. If a derivative action is brought in violation of the agreement and declaration of trust, the shareholders bringing the action may be responsible for the Fund’s costs, including attorneys’ fees.

 

The New Declarations further provide that a Fund shall be responsible for payment of attorneys’ fees and legal expenses incurred by a complaining shareholder only if required by law, and then only fees that are

reasonable and that do not exceed an amount calculated using reasonable hourly rates. The New Declarations also require that, subject to Delaware law, actions by shareholders against a Fund be brought only in a specified federal court in New York, or a specified state court in New York, and provide that the right to jury trial be waived to the fullest extent permitted by law.

 

The Existing Declarations provide that shareholders may not bring or maintain any court action, proceeding or claim on behalf of a Trust without first making demand on the Board requesting the Board to bring the action and require that shareholders who hold at least 10% of the outstanding shares of the Trust, or of the outstanding shares of the series or class to which the action relates, must join in a demand. Such demand may be excused only when a majority of the Board, or a majority of any committee of the Board established to consider the merits of such action, has a personal financial interest in the transaction at issue. Under both the New Declarations and the Existing Declarations, a Trustee is not deemed interested in a transaction or otherwise disqualified from ruling on the merits of a shareholder demand by virtue of the fact that such Trustee receives remuneration for his or her service on the Board of the Trust or on the boards of one or more trusts that are under common management with or otherwise affiliated with the Trust. The Existing Declarations also set forth procedures for making such demand and the procedures to be followed by the Boards in considering such request, but these procedures are not as detailed as those provided in the New Declarations.

 

These provisions of the New and Existing Declarations are intended to save the time and expense of bringing a suit that a Board in its judgment does not believe would be in the best interests of the Trust and to align more closely the rights and powers of shareholders and the Board of the Trust with respect to derivative actions to those of shareholders and directors, respectively, of a Delaware business corporation. The effect of these provisions may be to discourage suits brought in the name of a Trust or Fund by shareholders.

 

The Existing Declarations permit the Board to set a minimum amount for shareholder accounts from time to time, and to redeem the shares in accounts that fall below that level. The New Declarations would continue to permit a Fund to involuntarily redeem shares in accounts that fall below the minimum account size set by the Board. The New Declarations would also permit, as an alternative, fees to be charged to shareholders holding accounts below the minimum account size, and would permit a Fund to involuntarily redeem shares in order to pay such account fees, and provide further flexibility to a Board to take action with respect to minimum investment amounts as the Board may deem necessary or appropriate. Each Fund currently pays certain costs that are incurred in whole or in part on a per account basis. A large number of relatively small shareholder accounts can, therefore, materially increase a Fund’s expense ratio. The Boards believe it is important for the Funds to have the flexibility to be able to charge an additional fee for accounts falling below a specified minimum investment level. This would allow the Funds to cause those shareholders who maintain small accounts to bear a fair portion of the costs of maintaining such accounts. While the Boards have not determined to charge small account fees, small account fees may be imposed in the future. To the extent that a company affiliated with a Fund’s investment adviser serves as the Fund’s transfer agent or sub-transfer agent, the Fund’s investment adviser would benefit from the payment of small account fees.

 

The New Declarations are similar to the Existing Declarations with respect to those provisions governing the election, retirement and removal of Board Members, except that under the New Declarations, a Board Member may be removed by action of two-thirds of the other Board Members or by vote of two-thirds of the shareholders, with or without cause. Under the Existing Declarations, Board Members may be removed by action of two-thirds of the other Board Members only for cause, or by a 1940 Act majority vote of the shareholders, with or without cause. As a result, under the New Declarations, it may be more difficult for shareholders to remove a Board Member. Also, under the New Declarations, the Board Members would have the power to remove a Board Member (including a Board Member who had been elected by shareholders) even though such Board Member had not engaged in any conduct that would give rise to “cause” for removal. A Board Member would be removed only if two-thirds of the remaining Board Members deem such removal as necessary to ensure the effective operation of the Board and otherwise serve the best interest of shareholders.

For the avoidance of doubt, the New Declarations also clarify that the standard of care or liability imposed upon chairpersons of the Board, a member or chairperson of a committee of the Board, an expert on any topic or in any area (including an audit committee financial expert), the lead independent Board Member or a Board Member who has special skills or any other special appointment, designation or identification shall be the same as that imposed on a Board Member in the absence of such designations, appointments, expertise or identifications and that such a designation will not affect that Board Member’s rights or entitlement to indemnification. The Existing Declarations contain such a provision only as to a Board Member designated as a financial expert.

 

The New Declarations provide for the indemnification of Board Members and officers to the fullest extent provided by law, and the Existing Declarations similarly provide for the indemnification of Board Members and officers. For the avoidance of doubt, the New Declarations specifically provide that the Trust may enter into contracts to provide indemnification to a Board Member, officer, or any other person (including a trustee or officer of another fund that is combined with a series of the Trust), and such contracts would not be subject to the indemnification provisions in the agreement and declaration of trust, and further, that a person’s right to indemnification under the agreement and declaration of trust does not affect any rights such person might have under contract or law.

 

Both the Existing Declarations and the New Declarations provide that no assessments may be made against shareholders of the Funds. For the avoidance of doubt, the New Declarations make clear that any sales loads or charges, redemption or account fees or any other fees and charges not prohibited as charges to shareholders under the 1940 Act or other applicable laws are not deemed to be assessments for the purposes of this provision.

 

The New Declarations, unlike the Existing Declarations, permit Board action by written consent of a majority of the Board, rather than by all Board Members. This change will give the Board additional flexibility to take actions without the requirement of holding a meeting, or obtaining the consent of the entire Board and, therefore, will allow the Board to take actions more quickly, if necessary, and with less expense.

 

Each Trust’s Board has approved the Amendment and recommends that you vote to approve the Amendment also. The Boards believe that it is in the best interests of shareholders to permit the modernization of the Funds’ Existing Declarations and to make them uniform, to the extent possible, across all the Investment Companies in the expanded Fund Complex. It is anticipated that the overall effect of the changes to the declarations of trust will be to make the administration of the Funds more efficient and provide more flexibility for the operation of the Funds, within the limits of applicable law. This increased flexibility may allow the Boards to react more quickly to changes in competitive and regulatory conditions. Adoption of the Amendment and any subsequent changes to the declarations of trust will not remove any of the protections provided to shareholders of mutual funds under federal law or alter in any way the Boards’ existing fiduciary obligations under both federal and Delaware law to act with due care and in the best interests of the shareholders. Before utilizing any new flexibility that the New Declarations may afford, the Boards must first consider shareholders’ interests and then act in accordance with those interests.

 

You should note that your Fund’s current investments and investment policies will not change by virtue of the adoption of the Amendment or the New Declarations.

 

Required Vote

 

To become effective for a Trust, Proposal II must be approved by a majority of the shares entitled to vote and voting on the matter, with the shareholders of each Fund that is a series of that Trust voting together as a single class.

 

YOUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE AGREEMENT AND DECLARATION OF TRUST.

 

The Board Members do not know of any matters to be presented at the Special Meetings other than those set forth in this Joint Proxy Statement. If other business should properly come before the Special Meetings, proxies will be voted in accordance with the judgment of the persons named in the accompanying proxy.

 

Transamerica Fund Services, Inc. (“TFS”), the administrator of the Funds, is located at 570 Carillon Parkway, St. Petersburg, Florida 33716. TFS is also the transfer agent of TA IDEX and ATST. Mellon Investors Services, LLC, Newport Office Center VII, 480 Washington Boulevard, Jersey City, New Jersey 07310 is TIS’s transfer agent. The current principal underwriter/distributor of the Funds (other than TIS) is Transamerica Capital, Inc. (“TCI”), located at 4600 South Syracuse Street, Suite 1100, Denver, Colorado 80237. TFAI, TFS and TCI are all affiliated due to their common ultimate ownership by AEGON, N.V.

 

Shareholders of TA IDEX can find important information about TA IDEX’s funds in their annual reports dated October 31, 2006 and their semi-annual reports dated April 30, 2007 which have been previously mailed to shareholders. Shareholders of ATST can find important information about ATST’s portfolios in their annual reports dated December 31, 2006 and their semi-annual reports dated June 30, 2007, which have been or are being mailed to shareholders. Shareholders of TIS can find important information about TIS in its annual report dated March 31, 2007, which has been previously mailed to shareholders. You may obtain copies of these reports without charge by writing to the Funds at the address shown on the first page of this Joint Proxy Statement or by calling the Funds at (888) 233-4339.

 

The principal solicitation of proxies will be by the mailing of this Joint Proxy Statement beginning on or about August 27, 2007, but proxies may also be solicited by telephone and/or in person by representatives of the Funds, regular employees of TFAI or its affiliate(s), or Computershare Fund Services (“Computershare”), a private proxy services firm. The estimated cost of retaining Computershare is approximately $3.9 million. If we have not received your vote as the date of the Special Meeting approaches, you may receive a call from these parties to ask for your vote. Arrangements will be made with brokerage houses and custodians, nominees and fiduciaries to forward proxies and proxy materials to their clients.

 

The cost of the Special Meetings, including the preparation and mailing of the notice, Joint Proxy Statement and the solicitation of proxies, including reimbursement to broker-dealer and others who forwarded proxy materials to their clients, will be borne by TFAI and/or its affiliates.

 

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

 

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

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

 

No representatives of PwC will be present at the Special Meetings.

 

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

 

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

 

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

 

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

 

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

 

The charter of each Audit Committee requires that the Audit Committee shall approve (a) all audit and permissible non-audit services to be provided to each Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to TFAI and any service providers controlling, controlled by or under common control with TFAI that provide ongoing services to the Fund (“Covered Service Providers”) if the engagement relates directly to the operations and financial reporting of the Fund. The Audit Committee may implement policies and procedures by which such services are approved other than by the full Audit Committee.

 

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

 

Pre-approval by the Audit Committee of any permissible non-audit services is not required so long as: (a) the aggregate amount of all such permissible non-audit services provided to a Fund, TFAI and any Covered Service Provider constitutes not more than 5% of the total amount of revenues paid to the independent registered public accounting firms during the fiscal year in which the permissible non-audit services are provided to (i) the Fund, (ii) TFAI and (iii) any Covered Service Provider during the fiscal year in which services are provided that would not have to be approved by the Audit Committee; (b) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and

(c) such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee (or its delegate(s)) prior to completion of the audit.

 

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

 

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

 

There were no non-audit fees billed by PwC for services rendered to TA IDEX in each of the last two fiscal years ended October 31, 2005 and October 31, 2006, respectively. In addition, there were no non-audit fees billed by PwC for services rendered to TFAI or any Covered Service Provider(s) that provide ongoing services to TA IDEX in each of the last two fiscal years ended October 31, 2005 and October 31, 2006, respectively.

 

There were no non-audit fees billed by PwC for services rendered to ATST in each of the last two fiscal years ended December 31, 2005 and December 31, 2006, respectively. In addition, there were no non-audit fees billed by PwC for services rendered to TFAI or any Covered Service Provider(s) that provide ongoing services to ATST in each of the last two fiscal years ended December 31, 2005 and December 31, 2006, respectively.

 

There were no non-audit fees billed by PwC for services rendered to TIS in each of the last two fiscal years ended March 31, 2006 and March 31, 2007, respectively. In addition, there were no aggregate non-audit fees billed by PwC for services rendered to TFAI or any Covered Service Provider(s) that provides ongoing services to TIS in each of the last two fiscal years ended March 31, 2006 and March 31, 2007, respectively.

 

As of August 15, 2007, the persons listed in Appendix F owned of record the amount of shares of the Funds indicated in Appendix F.

 

Applicable laws require Board members and officers of TIS, TFAI, the affiliated persons of TFAI and the beneficial owners of more than 10% of the interests of TIS (collectively, “Reporting Persons”) to file initial reports of ownership and reports of changes in ownership with the SEC and the New York Stock Exchange and to provide copies of these reports to TIS. Based solely on its review of the copies of such forms received by it and written representations of certain Reporting Persons, TIS believes that no person owned beneficially more than 10% of its interests during the fiscal year ended March 31, 2007 and that the Reporting Persons complied with all applicable filing requirements during such period.

 

Shareholders of a Fund may mail written communications to the Fund’s Board, addressed to the care of the Secretary of the Fund, at the Funds’ address. Each shareholder communication must (i) be in writing and be signed by the shareholder, and (ii) identify the full name of the Fund. The Secretary is responsible for collecting, reviewing and organizing all properly submitted shareholder communications. Except as provided below, with respect to each properly submitted shareholder communication, the Secretary will either (i) provide a copy of the communication to the Board at the next regularly scheduled Board meeting, or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Board promptly after receipt. The Secretary may, in good faith, determine that a shareholder communication should not be provided to the Board because the communication, among other things, (i) does not reasonably relate to the Fund or its operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in the Fund, or (ii) is ministerial in nature (such as a request for Fund literature, share data or financial information).

 

As permitted by law, each Fund will deliver only one copy of this Joint Proxy Statement to shareholders or owners of variable annuity contracts and variable life policies, as applicable, (for purposes of this paragraph, collectively, “shareholders”) residing at the same address, unless such shareholders have notified the Fund of their desire to receive multiple copies of the shareholder reports and proxy statements the Fund sends. If you would like to receive an additional copy, please contact your Fund by writing to the address shown on the front page of this Joint Proxy Statement or by calling the Funds at (888) 233-4339. The Fund will then promptly deliver, upon request, a separate copy of this Joint Proxy Statement to any shareholder residing at an address to which only one copy was mailed. Shareholders wishing to receive separate copies of each Fund’s shareholder reports and proxy statements in the future, and shareholders sharing an address that wish to receive a single copy if they are receiving multiple copies, should also send a request as indicated.

 

As a general matter, neither ATST nor TA IDEX holds annual shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent meeting (if any) should send their written proposals to Dennis P. Gallagher, Secretary, 570 Carillon Parkway, St. Petersburg, Florida 33716.

 

Proposals relating to Funds that are series of ATST or TA IDEX must be received a reasonable time prior to the date of a meeting of shareholders of the applicable Fund to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. Persons named as proxies for any subsequent shareholder meeting will vote in their discretion with respect to proposals submitted on an untimely basis.

 

Shareholders of TIS wishing to submit proposals for inclusion in a proxy statement for its next annual shareholder meeting should send their written proposals to Dennis P. Gallagher, Secretary, 570 Carillon Parkway, St. Petersburg, Florida 33716 no later than January 29, 2008 in order to be included in the Fund’s proxy statement and form of proxy relating to that subsequent meeting. Notice of a proposal will be considered untimely if it is submitted after April 9, 2008. However, timely submission of a proposal does not necessarily mean that the proposal will be included in the fund’s proxy statement. If a shareholder fails to give timely notice, then the persons named as proxies in the proxies solicited by the Board for the Fund’s annual meeting of shareholders in 2008 may exercise discretionary voting power, to the extent permitted by New York Stock Exchange rules, with respect to any such proposal.

 

The fiscal year end of each Fund that is a series of ATST is December 31. The fiscal year end of each Fund that is a series of TA IDEX is October 31. The fiscal year end of TIS is March 31.

 

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

 

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

 

Failure of a quorum to be present at a Special Meeting will necessitate adjournment. The persons named in the enclosed proxy may also move for an adjournment of a Special Meeting to permit further solicitation of proxies with respect to any of the proposals if they determine that adjournment and further solicitation are reasonable and in the best interests of shareholders. Under each Fund’s By-Laws, an adjournment of a meeting requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting.

 

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

 

Please submit your voting instructions promptly by signing and dating each enclosed proxy card and returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to similarly providing voting instructions by telephone or by the Internet.

 

To ensure the presence of a quorum at the Special Meetings, we request prompt execution and return of the enclosed proxy. A self-addressed, postage-paid envelope is enclosed for your convenience.

 

LIST OF APPENDICES

 

 

Funds’ Issued and Outstanding Shares

 

 

Compensation of the Board Members

 

Members of each Board who are not “interested persons,” as defined in the 1940 Act, receive an annual retainer fee as well as an additional annual fee for service on one or more committees and are reimbursed for all travel and out-of-pocket expenses relating to attendance at such meetings. Mr. John K. Carter, an “interested person,” as defined in the 1940 Act, does not receive compensation from the Funds, but may be reimbursed for out-of-pocket expenses relating to attendance at such meetings.

 

TA IDEX Board

 

Each Independent Board Member of the TA IDEX Board receives a total annual retainer fee of $64,000 from the Funds that are series of TA IDEX (collectively, the “TA IDEX Funds”). Each TA IDEX Fund pays a pro rata share of the fee allocable to the Fund based on the relative assets of the Fund. The Chairman of the Board also receives an additional retainer of $20,000 per year. Effective January 1, 2007, a TA IDEX Board Member serving on one committee of the TA IDEX Board will receive an additional annual fee of $3,000 and a TA IDEX Board Member that serves on two or more committees will receive an additional annual fee of $6,000. Any “Audit Committee Financial Expert” of the Audit Committee also receives an additional retainer of $5,000. Any fees and expenses paid to Board Members who are affiliates of TFAI or Transamerica Capital, Inc., the Funds’ underwriter and distributor (“TCI”), are paid by TFAI and/or TCI and not by the TA IDEX Funds. During the fiscal year ended October 31, 2006, the TA IDEX Funds reimbursed Board Member expenses in an aggregate amount of $16,313. TA IDEX Board Members who also serve on the ATST Board or the TIS Board receive compensation for service on those Boards as well, as discussed in this Appendix B.

 

Under a non-qualified deferred compensation plan effective January 1, 1996 (the “Deferred Compensation Plan”) all or a portion of compensation that would otherwise be payable to an Independent Board Member on a current basis for services rendered as a member of the TA IDEX Board may be deferred. Deferred compensation amounts will accumulate based on the value of Class A shares of a Fund (without imposition of a sales charge), as elected by the Board Member. It is not anticipated that the Deferred Compensation Plan will have any material impact on the TA IDEX Funds.

 

The following table sets forth the compensation amounts paid to the Independent Board Members of the TA IDEX Board for the fiscal year ended October 31, 2006.