TRANSAMERICA VARIABLE INSURANCE FUND INC
497, 1999-08-31
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Transamerica Variable Insurance Fund, Inc.


Prospectus: May 1, 1999
(Revised September 7, 1999)





Portfolios
Growth Portfolio
Money Market Portfolio






We do not offer these  portfolios  for sale  directly  to the public.  Insurance
companies purchase shares of the portfolios and offer them as investment options
in their variable annuity contracts and variable life insurance policies.  We do
not completely describe the portfolio fees and expenses in this prospectus.  You
must read the attached variable  insurance  contract  prospectus for information
regarding  portfolio fees and expenses,  additional  variable insurance contract
charges, and any restrictions on purchases or allocations.

This  prospectus  should  be read in  conjunction  with the  prospectus  for the
variable insurance contract.













The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.



<PAGE>



Table of Contents
The Portfolios at a Glance                                      2
Sub-Adviser's Performance on Similar Funds    4
The Portfolios in Detail                               5
         Growth Portfolio                              5
         Money Market Portfolio                        5
Investment Adviser & Sub-Adviser                       6
Determination of Net Asset Value                       7
Offering, Purchase and Redemption of Shares   7
Income, Dividends and Capital Gains Distributions      8
Taxes                                                  8
Year 2000 Issue                                        8
Financial Highlights                                   9
Additional Information and Assistance       Back Cover



The Portfolios at a Glance

The  following  is a  summary  of each  portfolio's  goals,  strategies,  risks,
intended  investors and  performance.  We cannot  guarantee  that the investment
goals will be achieved.  The portfolios are managed by  Transamerica  Investment
Services,  Inc., or TIS. TIS has been managing funds for employee  pension plans
since 1967 and is currently managing over $40 billion.

The performance shown for each portfolio assumes reinvestment of dividends.  The
portfolios  are only  available  through the  purchase  or variable  annuity and
variable life  insurance  contracts.  The  performance  of the portfolios do not
reflect  any  expenses  or  charges   applicable  to  these  variable  insurance
contracts.  We compare a portfolio's  performance  to a  broad-based  securities
market  index.  Performance  figures  for  these  indices  do  not  reflect  any
commissions  or fees,  which  you  would  pay if you  purchased  the  securities
represented by the indices.  You cannot invest  directly in these  indices.  The
performance data for the indices do not indicate the past or future  performance
of any portfolio.



<PAGE>


 Growth Portfolio
The portfolio seeks to maximize long-term growth.

It  invests  at least 65% of its  assets in a  diversified  selection  of equity
securities  of domestic  growth  companies of any size. We look for companies we
consider to be premier companies that are under-valued in the stock market.

Your principal risk in investing in this portfolio is you could lose money.  The
value of equity  securities can fall due to the issuing company's poor financial
condition or bad general  economic or market  conditions.  Since this  portfolio
invests in equities,  its performance may vary more than fixed income portfolios
over short periods.

The  portfolio is intended for  long-term  investors  who have the  perspective,
patience,   and  financial  ability  to  take  on  above-average   stock  market
volatility.

The following  performance  information provides some indication of the risks of
investing in the portfolio. We show annual returns, best and worst quarters, and
average annual total returns over the life of the  portfolio.  This portfolio is
the successor to Transamerica Occidental's Separate Account Fund C, a management
investment  company funding  variable  annuities,  through a  reorganization  on
November  1,  1996.  Performance  prior  to  November  1,  1996 is  Transamerica
Occidental's  Separate  Account  Fund  C  performance.  Past  performance  is no
guarantee of future results.


[GRAPHIC OMITTED]


    Best calendar quarter: 29.84% for quarter ending 6/30/97
    Worst calendar quarter: -20.51% for quarter ending 9/30/90

Average Annual Total Returns (as of 12/31/98)
                         1 year      5 years     10 years
- ---------------------------------------------------------
Growth Portfolio         43.28%      34.37%      26.05%
S&P 500 Index *          28.58%      24.06%      19.21%

* The  Standard  and  Poor's 500 Index (S&P 500)  consists  of 500 widely  held,
publicly traded common stocks.


Money Market Portfolio
The  portfolio  seeks to maximize  current  income from money market  securities
consistent with liquidity and preservation of principal.

This is a money market fund. It invests primarily in a diversified  selection of
high quality U.S.  dollar-denominated  money market  instruments  with remaining
maturities  of 13 months or less.  We look for  securities  with minimal  credit
risk. We maintain an average maturity of 90 days or less.

Your principal risk of investing in this portfolio is that the performance  will
not  keep  up with  inflation  and its  real  value  will  go  down.  Also,  the
portfolio's  performance  can go  down if a  security  issuer  fails  to pay the
principal  or interest  payments  when due, but this risk is lower than our bond
funds due to the shorter  term of money market  obligations.  To the extent this
portfolio invests in foreign securities, it is subject to currency fluctuations,
changing  political  and  economic  climates  and  potentially  less  liquidity.
Although  your risks of investing in this  portfolio  over short periods of time
are less than investing in our equity or bond funds, yields will vary.

An  investment  in this  portfolio is not insured or  guaranteed  by the Federal
Deposit Insurance  Corporation or any other government agency.  Although we seek
to  preserve  the value of your  investment  at $1.00 per share,  you could lose
money by investing in this portfolio.

The portfolio is intended for investors who seek a low risk, relatively low cost
way to achieve current income through high-quality money market securities.


The following  performance  information provides some indication of the risks of
investing in the portfolio. We show annual returns, best and worst quarters, and
average annual total returns since the  portfolio's  commencement  on January 2,
1998. Past performance is no guarantee of future results.

[GRAPHIC OMITTED]

   Best calendar quarter: 4.97% for quarter ending 9/30/98
   Worst calendar quarter: 4.61% for quarter ending 12/31/98







Average Annual Total Returns (as of 12/31/98)
                            Since Inception
                            (1/2/98 )
Money Market Portfolio      4.93%
IBC First Tier Index *      4.97%

* IBC's Money Fund ReportTM-First Tier represents all taxable money market funds
that meet the SEC's  definition of first tier securities  contained in Rule 2a-7
under the Investment Company Act of 1940.

The 7-day  current  yield of the Money Market  Portfolio as of December 31, 1998
was  4.65%.  You can  get a more  up to date  7-day  current  yield  by  calling
1-800-258-4260.


Sub-Adviser Performance on Similar Funds

The  portfolios'  Sub-Adviser  also  manages  SEC-registered  mutual  funds  and
non-registered segregated separate accounts of insurance companies. These mutual
funds and separate accounts have investment objectives,  strategies and policies
that are substantially similar to those of the portfolios listed below.

Portfolios                 Mutual Funds               Separate Accounts...
- --------------------------------------------------------------------------
Money Market      Premier Cash Reserve               Cash Management

You should not assume that the  designated  portfolio  will have the same future
performance  as its similar  mutual fund or separate  account.  Any  portfolio's
future performance may be greater or less than the historical performance and/or
future performance of the corresponding  mutual fund or separate account due to,
among other things, certain inherent differences between them.

Additionally,  the  separate  accounts are not  registered  with the SEC and not
subject  to the  Investment  Company  Act of  1940,  nor  are  they  subject  to
Subchapter M of the  Internal  Revenue  Code of 1986,  as amended (the  "Code").
Therefore, the separate accounts were not subject to the investment limitations,
diversification   requirements,   and  other  restrictions  that  apply  to  the
portfolios.  If the separate accounts had been subject to the Investment Company
Act or  Subchapter  M of the Code,  their  performance  may have been  adversely
affected at times. Additionally,  the fees and expenses of the portfolios may be
higher or lower than the fees and expenses of mutual funds or separate accounts.
Higher  fees and  expenses  have a negative  impact on  performance.  Also,  the
portfolios are currently only available through the purchase of variable annuity
and variable life insurance  contracts.  The performance of the mutual funds and
separate  accounts does not reflect any expenses or charges  applicable to these
variable insurance contracts.

Please do not consider the  performance  of these similar funds as indicative of
any  portfolio's  past or future  performance.  You  should  not  consider  this
performance a substitute for the portfolios' own performance

Mutual Funds

Average Annual Total Returns (as of 12/31/98)
Transamerica  Premier Funds* 1 year 5 years10 years Since Inception Premier Cash
Reserve 5.45% - - 5.44% (10/2/95)

* Performance is for the Investor Class of the Transamerica Premier Funds.


Separate Accounts

Average Annual Total Returns (as of 12/31/98)  Transamerica Funds 1 year 5 years
10 yearsSince Inception Cash Management 5.01% 4.86% 5.26% 6.55% (1/3/82)



<PAGE>




The Portfolios in Detail

The following  expands on the  strategies,  policies and risks  described in The
Portfolios  at a  Glance.  For more  information  about the  performance  of the
portfolios,  see the Statement of Additional  Information  (SAI).  You can get a
free copy of the SAI by asking us. The SAI includes the Annual Report.


Growth Portfolio
Goal
Our goal is to maximize long-term growth.

Strategies
We use a "bottom up"  approach to  investing.  We study  industry  and  economic
trends,  but  focus  on  researching  individual  companies.  The  portfolio  is
constructed  one  company  at a time.  Each  company  passes  through a research
process and stands on its own merits as a viable investment in the Sub-Adviser's
opinion.

We buy securities of companies we believe have the defining  features of premier
growth  companies that are  under-valued  in the stock market.  The companies we
invest in have many or all of these features:
      Outstanding management
      Superior track record
      Well-defined plans for the future
      Unique low cost products
      Dominance  in market  share or  products  in  specialized  markets  Strong
      earnings and cash flows to foster future growth
      Focus on shareholders through increasing dividends, stock repurchases and
      strategic acquisitions

We    also select companies for their growth potential in relation to major U.S.
      trends.  These trends include:  The aging of baby boomers The rapid growth
      in communication  and information  technologies The shift toward financial
      assets versus real estate or other tangible assets The continuing increase
      in U.S. productivity

Policies
We invest at least 65% of the portfolio's  assets in a diversified  portfolio of
domestic  equity  securities.  We do not limit its investments to any particular
type or size of company.

The  portfolio  may  also  invest  in  cash or cash  equivalents  for  temporary
defensive purposes when market conditions  warrant. To the extent it is invested
in these securities, the portfolio is not achieving its investment objective.

Risks
Since the portfolio invests  principally in equity securities,  the value of its
shares will  fluctuate in response to general  economic  and market  conditions.
Financial risk comes from the possibility  that current earnings of a company we
invest in may fall,  or that its overall  financial  circumstances  may decline,
causing the security to lose value.

This Portfolio Is Intended For:
Long-term investors who have the perspective,  patience and financial ability to
take on above-average price volatility in pursuit of long-term capital growth.


Money Market Portfolio
Goal
Our goal is to maximize current income from money market  securities  consistent
with liquidity and preservation of principal.

Strategies
This is a money market portfolio. We invest primarily in a diversified selection
of high  quality  money  market  instruments  of U.S.  and foreign  issuers with
remaining maturities of 13 months or less.

To achieve our goal, we invest primarily in:
      Short-term corporate obligations, including commercial paper, notes and
          bonds
      Obligations issued or guaranteed by the U.S. and foreign governments and
          their agencies or instrumentalities
      Obligations of U.S. and foreign banks, or their foreign branches, and
          U.S. savings banks
      Repurchase agreements involving any of the securities mentioned above

We    also seek to  maintain  a stable  net  asset  value of $1.00 per share by:
      Investing in securities which present minimal credit risk
      Maintaining the average maturity of obligations held in the portfolio at
          90 days or less

Policies
Bank  obligations  purchased  for the  portfolio  are limited to U.S. or foreign
banks with total assets of $1.5 billion or more. Similarly,  savings association
obligations  purchased for the portfolio are limited to U.S.  savings banks with
total  assets of $1.5  billion or more.  Foreign  securities  purchased  for the
portfolio must be issued by foreign governments,  agencies or instrumentalities,
or banks that meet the minimum $1.5 billion capital  requirement.  These foreign
obligations  must also meet the same quality  requirements as U.S.  obligations.
The commercial paper and other short-term  corporate  obligations we buy for the
portfolio are  determined by the  Sub-Adviser  to present  minimal credit risks.
Risks The interest  rates on short-term  obligations  held in the portfolio will
vary,  rising  or  falling  with  short-term   interest  rates  generally.   The
portfolio's yield will tend to lag behind general changes in interest rates. The
ability of the portfolio's  yield to reflect current market rates will depend on
how  quickly  the  obligations  in its  portfolio  mature  and how much money is
available for investment at current market rates.  The portfolio is also subject
to the risk that the issuer of a security  in which the  portfolio  invests  may
fail to pay the  principal or interest  payments  when due.  This will lower the
return from , and the value of, the security,  which will lower the  performance
of the portfolio. To the extent this portfolio invests in foreign securities, it
is subject to currency  fluctuations,  changing  political and economic climates
and potentially less liquidity.

An  investment  in this  portfolio is not insured or  guaranteed  by the Federal
Deposit  Insurance  Corporation or any other  government  agency.  Although this
portfolio seeks to preserve the value of your investment at $1.00 per share, you
could lose money by investing in the portfolio.

This Portfolio Is Intended For:
Investors who seek a low risk, relatively low cost way to achieve current income
through high-quality money market securities.


Investment Adviser & Sub-Adviser

Investment Adviser


The  Investment  Adviser  of the  portfolios  is  Transamerica  Occidental  Life
Insurance Company,  1150 South Olive Street, Los Angeles,  California 90015. The
Investment  Adviser is a stock life insurance company  incorporated in the state
of  California  on June 30, 1906. It is a  wholly-owned  indirect  subsidiary of
Transamerica Corporation, a subsidiary of AEGON N.V., 600 Montgomery Street, San
Francisco,  California 94111. The Investment  Adviser was the investment adviser
of Transamerica  Occidental's  Separate  Account Fund C ("Separate  Account Fund
C"), the predecessor to the Growth Portfolio.


The Investment Adviser's duties include, but are not limited to:
      Overall responsibility for administering all operations of the portfolios;
      Monitoring  and  evaluating the management of the assets of the portfolios
      by the  Sub-Adviser  on an ongoing basis;  and Procuring  services for the
      portfolios,  including  liaison and  supervision  of the  various  service
      providers.



Advisory Fees

For its services to the  portfolios,  the  Investment  Adviser  receives  annual
advisory fees from the portfolios. These fees are based on the average daily net
assets of the  portfolios.  The fees are  deducted  daily from the assets of the
portfolios.  The fees may be higher  than the average  advisory  fee paid to the
investment  advisers of other similar  portfolios.  The advisory  fees,  payable
under the investment advisory agreement, are shown below. The Investment Adviser
may waive some or all of its fees from time to time at its  discretion.  In 1998
the  Investment  Adviser  waived a portion of the  advisory  fee  payable by the
Growth Portfolio and was paid 0.64% of the portfolio's  average net assets.  The
Investment  Adviser  waived the full amount of advisory fee payable by the Money
Market Portfolio and was paid 0% of the portfolio's average net assets.


     ----------------------- ----------------
                             Advisory Fee


     Portfolio
     ----------------------- ----------------
     ----------------------- ----------------
     Growth                  0.75%
     ----------------------- ----------------
     ----------------------- ----------------
     Money Market            0.35%
     ----------------------- ----------------


Each portfolio pays all the costs of its operations  that are not assumed by the
Investment Adviser, including:

      Custodian;
      Legal;
      Auditing;
      Administration
      Registration fees and expenses; and
      Fees and expenses of directors unaffiliated with the Investment Adviser.

We allocate the expenses that are not  portfolio-specific  among the  portfolios
based on the net assets of each portfolio.

Sub-Adviser


The Investment  Adviser has contracted with  Transamerica  Investment  Services,
Inc. to be the Sub-Adviser. The Sub-Adviser has been in existence since 1967 and
has provided investment advisory services to investment companies since 1968 and
to Transamerica Corporation and affiliated companies since 1981. The Sub-Adviser
currently  manages over $40 billion.  The  Sub-Adviser  is located at 1150 South
Olive  Street,  Los  Angeles,   California  90015-2211.  The  Sub-Adviser  is  a
wholly-owned subsidiary of Transamerica Corporation,  a subsidiary of AEGON N.V.
The  Investment  Adviser  has  agreed to pay the  Sub-Adviser  a portion  of the
advisory fee. The Sub-Adviser will provide  recommendations on the management of
portfolio assets, provide investment research reports and information, supervise
and manage the investments of the  portfolios,  and direct the purchase and sale
of portfolio investments.


The Sub-Adviser is also  responsible for the selection of brokers and dealers to
execute transactions for the portfolios. Some of these brokers or dealers may be
affiliated persons of the Investment Adviser and Sub-Adviser. Although it is the
policy  of the  Sub-Adviser  to seek  the  best  price  and  execution  for each
transaction, they may give consideration to brokers and dealers who provide them
with  statistical  information  research  and  other  services  in  addition  to
transaction services.


AEGON Merger
On  July  21,  1999,  Transamerica  Corporation  completed  its  merger  with  a
subsidiary of AEGON N.V.,  one of the world's  leading  international  insurance
groups.  As a result of the merger,  the investment  advisory  contract  between
Transamerica Variable Insurance Fund, Inc. ("TVIF") and Transamerica  Occidental
Life  Insurance  Company   ("TOLIC"),   TVIF's  investment   adviser,   and  the
sub-advisory agreement between TOLIC and Transamerica  Investment Services, Inc.
("TIS")   automatically   terminated  and  the  new   investment   advisory  and
sub-advisory  contracts between the same parties,  approved at a special meeting
of TVIF shareholders on June 16, 1999, became effective.

As of July 21, 1999, AEGON N.V. indirectly owns the investment  adviser,  TOLIC,
and the sub-adviser, TIS.


Portfolio Managers

Management  decisions  for each of the  portfolios  are made by a team of expert
managers and analysts  headed by team leaders  (designated as primary  managers)
and their backups  (designated  as  co-managers).  The team leaders have primary
responsibility  for the day-to-day  decisions related to their portfolios.  They
are supported by the entire group of managers and analysts. The transactions and
performance of the portfolios are reviewed by the Sub-Adviser's senior officers.

The  following  listing  provides a brief  biography of the primary  manager and
co-managers for each of the portfolios:


Growth Portfolio

Primary  Manager since 1984:  Jeffrey S. Van Harte,  C.F.A.,  Vice President and
Senior  Portfolio  Manager,  Transamerica  Investment  Services.  Manager of the
Transamerica  Equity Fund and the  Transamerica  Premier Equity Fund since 1998.
Manager  of  an  unregistered  separate  account  and a  Transamerica  corporate
account.  Co-Manager of the  Transamerica  Premier Value Fund, the  Transamerica
Value Fund, the Transamerica Premier Balanced Fund and the Transamerica Balanced
Fund.  Was manager of the  Transamerica  Balanced Fund from 1993 to 1998 and the
Transamerica  Premier  Balanced Fund from 1995 to 1998.  Member of San Francisco
Society of Financial Analysts.  B.A.,  California State University at Fullerton.
Joined Transamerica in 1980.

Co-Manager  since 1999:  Gary U. Rolle,  CFA,  Executive  Vice President & Chief
Investment  Officer,  Transamerica  Investment  Services.  Chairman & President,
Transamerica Income Shares.  Chief Investment Officer,  Transamerica  Occidental
Life Insurance and Transamerica Life Insurance & Annuity  Companies.  Manager of
the  Transamerica  Balanced Fund and  Transamerica  Premier  Balanced Fund since
1998.  Co-Manager of the Transamerica  Premier Equity Fund,  Transamerica Equity
Fund, Fund A, and Transamerica corporate accounts. Former member of the Board of
Governors of the Los Angeles Society of Financial Analysts.  B.S., University of
California at Riverside. Joined Transamerica in 1967.


Money Market Portfolio Primary Manager since 1999: Rex A. Olson, CFA, Securities
Analyst,  Transamerica  Investment  Services.  Manager of the Transamerica  Cash
Management  Fund since 1999.  Was  co-manager of the  Transamerica  Premier Cash
Reserve Fund, the TVIF Money Market Fund and the  Transamerica  Cash  Management
Fund. Member of the Los Angeles Society of Financial  Analysts.  Vice President,
Mitsubishi Trust,  1987-1997.  B.S.,  University of Southern California.  Joined
Transamerica in 1997.

Co-Manager since 1999:  Peter O. Lopez,  Senior Research  Analyst,  Transamerica
Investment  Services.  Assistant Vice President,  Shields  Alliance,  1995-1997.
Corporate Bond Associate,  TIAA-CREF, 1993-1995. B.A., Arizona State University.
M.B.A., University of Michigan. Joined Transamerica in 1997.


Determination of Net Asset Value

We normally determine the net asset value per share of each portfolio once daily
as of the close of regular  trading on the New York  Stock  Exchange,  currently
4:00 p.m. New York time. We do this each day when the New York Stock Exchange is
open.  The New York Stock Exchange is scheduled to be open Monday through Friday
throughout the year, except for certain holidays.

We calculate the net asset value by subtracting the portfolio's liabilities from
its  total  assets  and  dividing  the  result  by the  total  number  of shares
outstanding.

We generally  determine the value of the portfolio  securities and assets on the
basis of their market values.  However,  all securities held by the Money Market
Portfolio and any  short-term  debt  securities of the other  portfolios  having
remaining  maturities  of sixty  days or less are valued by the  amortized  cost
method,  which  approximates  market value.  Amortized cost involves  valuing an
investment at its cost and assuming a constant  amortization  to maturity of any
discount or premium, regardless of the effect of movements in interest rates. We
value investments for which market quotations are not readily available at their
fair value as determined in good faith by, or under authority  delegated by, the
portfolios' Board of Directors.


Offering, Purchase and Redemption of Shares

We sell shares of the portfolios in a continuous  offering to various  insurance
companies.  These  insurance  companies  offer  them as  investment  options  in
variable annuity and variable life insurance contracts.  The insurance companies
purchase and redeem shares of the portfolios at net asset value without sales or
redemption  charges  being  imposed  by the  portfolios.  On each  business  day
insurance  companies  purchase or redeem shares of the  portfolios  based on the
requests  from  their  contract  owners  that have been  processed  on that day.
Insurance  companies  purchase  and  redeem  shares  at their  net  asset  value
calculated at the end of that day,  although such purchases and  redemptions may
be executed the next business day.

If  insurance  companies  purchase  shares  of a  portfolio  for  variable  life
insurance or qualified  pension and  retirement  plans,  a potential for certain
conflicts may exist between the interests of variable  annuity  contract owners,
variable life insurance contract owners and plan participants. We do not foresee
any disadvantage to owners of the annuity  contracts  arising from the fact that
shares of a portfolio might be held by such entities. However, in such an event,
the  portfolios'  Board of  Directors  will monitor the  portfolios  in order to
identify any material  irreconcilable  conflicts of interest  which may possibly
arise, and to determine what action, if any, should be taken in response to such
conflicts.


Income, Dividends and Capital Gains Distributions

      Each portfolio distributes  substantially all of its net investment income
      in the form of dividends to its shareholders.  Dividends are made on a per
      share  basis  to   shareholders  of  record  of  a  portfolio  as  of  the
      distribution date of that
     portfolio, regardless of how long the shares have been held. Capital gains,
      if any, are generally distributed annually for all portfolios.
      If you buy shares just before or on a record  date,  you will pay the full
     price for the shares  and then you may  receive a portion of the price back
     as a taxable distribution.
      Dividends  on the Money Market  Portfolio  are  determined  daily but paid
monthly.

Dividend Payment Schedules:

Portfolio                           When It Pays
Growth Portfolio                    Annually
Money Market Portfolio              Monthly


Taxes

Each portfolio qualifies as a regulated investment company under Subchapter M of
the Internal  Revenue  Code of 1986,  as amended (the  "Code").  Each  portfolio
intends to distribute  substantially all of its net income and net capital gains
to its  shareholders.  As a result,  under the provisions of subchapter M, there
should be little or no income or gains taxable to the  portfolios.  In addition,
each portfolio intends to comply with certain other distribution rules specified
in the Code so that it will not incur a 4% nondeductible federal excise tax that
otherwise would apply. For more information see Federal Tax Matters in the SAI.

The  shareholders of the portfolios are insurance  companies  offering  variable
insurance contracts.  For information concerning federal income tax consequences
for  owners  of  variable  insurance  contracts,  see the  prospectus  for these
products.


Year 2000 Issue

Many computer  software  systems in use today cannot  distinguish  the year 2000
from the year 1900 because dates are encoded using the standard six-place format
that  allows  entry of only the last two  digits of the year.  This is  commonly
known as the  "Year  2000  Problem."  This  issue  could  adversely  impact  the
portfolios if the computer systems used by the portfolios'  Investment  Adviser,
Sub-Adviser, Custodian and Transfer Agent (including service providers' systems)
do not accurately process date information after January 1, 2000. The Investment
Adviser  and  Sub-Adviser  are  addressing  this issue by testing  the  computer
systems  they use to ensure  that those  systems  will  operate  properly  after
January 1,  2000.  The  Investment  Adviser  and  Sub-Adviser  are also  seeking
assurances from the Custodian,  Transfer Agent and other service  providers they
use that their computer systems will be adapted to address the Year 2000 Problem
in time to prevent adverse consequences after January 1, 2000.

However,  especially when taking into account interaction with other systems, it
is difficult  to predict  with  precision  that there will be no  disruption  of
services in  connection  with the year 2000. We continue to believe that we will
achieve Year 2000 readiness; however, the size and complexity of our systems and
the need for them to interface  with other systems  internally and with those of
our customers, vendors, partners, government agencies and other outside parties,
creates the  possibility  that some systems may  experience  Year 2000 problems.
Although we believe we will be properly  prepared  for the date  change,  we are
also  developing  contingency  plans to minimize any  potential  disruptions  to
operations,  especially  from externally  interfaced  systems over which we have
limited or no control.  This issue could also adversely  impact the value of the
securities that the portfolios  invest in if the issuing  companies'  systems do
not operate properly after January 1, 2000.

The above is subject to the Year 2000  Readiness  Disclosure  Act.  This act may
limit your legal rights in the event of a dispute.





<PAGE>




Financial Highlights

The following  information is intended to help you  understand  the  portfolios'
financial  performance  for the past five years.  Certain  information  reflects
financial  results for a single  portfolio share. The total returns in the table
represent the rate the investor would have earned (or lost) in that year on that
portfolio,  assuming  reinvestment  of all  dividends  and  distributions.  This
information has been audited by Ernst & Young LLP, independent  auditors.  Their
report,  along with the portfolios'  financial  statements,  are included in the
statement of additional  information  and annual  report.  See the back cover to
find out how to get the statement of additional information.

Growth Portfolio

The Growth  Portfolio was formerly  Transamerica  Occidental's  Separate Account
Fund C. The former fund was reorganized on November 1, 1996, when all its assets
and  liabilities  were  transferred to the newly created Growth  Portfolio.  The
financial  information is presented as if the  reorganization had always been in
effect.  The activity  prior to November 1, 1996,  represents  accumulated  unit
values of Separate  Account Fund C which have been converted to share values for
presentation purposes.

<TABLE>
<CAPTION>



                                                                                Year ended December 31,
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
                                                                   1998         1997        1996       1995        1994
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        Net Asset Value
<S>                                                               <C>          <C>         <C>        <C>         <C>
        Beginning of year                                         $14.750      $10.930     $8.582     $5.615      $5.239
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------

        Operations:
        Net investment income (loss)                              (0.013)      (0.050)    (0.065)     (0.069)    (0.042)
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        Net realized and unrealized gain                           6.380        5.130      2.413       3.036      0.418
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        Total from investment operations                           6.367        5.080      2.348       2.967      0.376
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------

        Dividends/Distributions to Shareholders:
        Net realized gains                                        (1.757)      (1.260)       -           -          -
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------

        Net Asset Value
        End of  year                                              $19.360      $14.750    $10.930     $8.582      $5.615
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------

        Total Return                                              43.28%       46.50%      27.36%     52.84%      7.19%
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------

        Ratios and Supplemental Data:
        Expenses to average net assets:
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
          After reimbursement/fee waiver                           0.85%        0.85%      1.27%       1.41%      1.43%
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
          Before reimbursement/fee waiver                          0.96%        0.98%      1.34%       1.41%      1.43%
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        Net investment income (loss) to average net assets        (0.32%)      (0.39%)    (0.68%)     (0.94%)    (0.80%)
        (1)
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        Portfolio turnover rate                                   34.41%       20.54%      34.58%     18.11%      30.84%
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------
        Net assets, end of year (in thousands)                   $107,892      $46,378    $32,238     $25,738    $17,267
        ------------------------------------------------------ -------------- ---------- ----------- ---------- -----------

</TABLE>



(1)    If the Investment  Adviser had not  reimbursed  expenses the ratio of net
       investment  loss to average net assets would have been  (0.44%),  (0.52%)
       and  (0.75%) for the years  ended  December  31,  1998,  1997,  and 1996,
       respectively.




<PAGE>


Money Market Portfolio

The following table gives condensed  financial  information for the Money Market
Portfolio,  which  commenced  operation  January 2, 1998,  for the period ending
December 31, 1998.
<TABLE>
<CAPTION>

                       ----------------------------------------------------------
                                                                  Period ended
                       ----------------------------------------------------------
                       ----------------------------------------------------------
                                                                   December 31,
                                                                      1998*
                       ----------------------------------------------------------
                       ----------------------------------------------------------
                       Net Asset Value
<S>                                                                   <C>
                       Beginning of period                            $1.000
                       ----------------------------------------------------------
                       ----------------------------------------------------------

                       Operations:
                       ----------------------------------------------------------
                       ----------------------------------------------------------
                       Net investment income                          0.048
                       ----------------------------------------------------------
                       ----------------------------------------------------------
                       Total from investment operations               0.048
                       ----------------------------------------------------------
                       ----------------------------------------------------------

                       ----------------------------------------------------------
                       ----------------------------------------------------------

                       Dividends/Distributions to Shareholders:
                       ----------------------------------------------------------
                       ----------------------------------------------------------
                       Net investment income                         (0.048)
                       ----------------------------------------------------------
                       ----------------------------------------------------------
                       Total distributions                           (0.048)
                       ----------------------------------------------------------
                       ----------------------------------------------------------

                       Net Asset Value
                       End of period                                  $1.000
                       ----------------------------------------------------------
                       ----------------------------------------------------------

                       Total Return (a)                               4.93%
                       ----------------------------------------------------------
                       ----------------------------------------------------------

                       Ratios and Supplemental Data:
                       ----------------------------------------------------------
                       ----------------------------------------------------------
                       Expenses to average net assets (2)
                       ----------------------------------------------------------
                       ----------------------------------------------------------
                         After reimbursement/fee waiver               0.60%
                       ----------------------------------------------------------
                       ----------------------------------------------------------
                         Before reimbursement/fee waiver              3.03%
                       ----------------------------------------------------------
                       ----------------------------------------------------------
                       Net investment income (loss)
                            to average net assets (1)(2)              4.81%
                       ----------------------------------------------------------
                       ----------------------------------------------------------
                       Net Assets, end of period (in thousands)       $6,803

                       ----------------------------------------------------------

</TABLE>

*  The Portfolio commenced operations January 2, 1998.

(a)   Total return is not annualized for periods less than one year

(1)  If the  Investment  Adviser  had not  waived  expenses,  the  ratio  of net
     investment  income to  average  net  assets  would  have been 2.38% for the
     period ended December 31, 1998.

(2) Annualized.





<PAGE>





ADDITIONAL INFORMATION AND ASSISTANCE


You may get more information, at no charge, about these portfolios by requesting
the following:

Annual and Semi-Annual Report

These reports describe the portfolios'  performance and list their holdings. The
annual  report  discusses  the market  conditions  and the  portfolio  managers'
strategies that  significantly  affected the portfolios'  performance during the
last fiscal year.


Statement of Additional Information (SAI)

This document gives  additional  information  about the portfolios.  The SAI was
filed with the Securities and Exchange  Commission  (SEC) and is incorporated by
reference as part of the prospectus.  The audited annual report is a part of the
SAI.


To Obtain Information from Us

Call  1-800-258-4260  Write to  Transamerica  Service  Center,  401 North  Tryon
Street, Suite 700, Charlotte,  North Carolina 28202. Visit our Internet web site
at http://www.transamerica.com


To Obtain Information from the SEC

Visit the SEC,  Public  Reference Room,  Washington,  D.C. to review or copy the
prospectus and SAI
      Call 1-800-SEC-0330
      Visit the SEC's Internet web site at http://www.sec.gov
      Write to Securities and Exchange Commission, Public Reference Section,
     Washington, D.C. 20549-6009 for copies of these
     documents (requires you to pay a duplicating fee)

SEC file number:  811-9216











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