TRANSAMERICA VARIABLE INSURANCE FUND INC, 485BPOS, 2000-04-26

TRANSAMERICA VARIABLE INSURANCE FUND INC
485BPOS, 2000-04-26

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As filed with the Securities and Exchange Commission on April 27, 2000

File No. 33-99016
File No. 811-9126

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
---------------------------------------------------------------------

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
Pre-Effective Amendment No. |_|
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Post-Effective Amendment No. 13 |X|
------
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940|_|
Amendment No. 14 |X|
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TRANSAMERICA VARIABLE INSURANCE FUND, INC.
------------------------------------------
(Exact Name of Registrant)

1150 SOUTH OLIVE LOS ANGELES, CA 90015-2211
-------------------------------------------
(Address of Principal Executive Offices)

Registrant's Telephone Number:
1-213-742-2111

Name and Address of Agent for Service: Copy to:
JAMES W. DEDERER, ESQ. FREDERICK R. BELLAMY, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL SUTHERLAND, ASBILL & BRENNAN, LLP
AND CORPORATE SECRETARY 1275 PENNSYLVANIA AVENUE, N.W.
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY WASHINGTON, D.C. 20004-2404
1150 SOUTH OLIVE STREET
LOS ANGELES, CALIFORNIA 90015-2211

Approximate Date of Proposed Public Offering:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.

DECLARATION PURSUANT TO RULE 24F-2

It is proposed that this filing will become effective:
|_| immediately upon filing pursuant to paragraph (b)
|X| on May 1, 2000 pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(1)
|_| on pursuant to paragraph (a)(1)
|_| 75 days after filing pursuant to paragraph (a)(2)
|_| on ___ pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:
this Post-Effective Amendment designates a new
effective date for a previously filed Post-Effective Amendment.

<PAGE>

TRANSAMERICA VARIABLE INSURANCE FUND, INC.

Prospectus: May 1, 2000

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
Financial Highlights 9
Additional Information and Assistance Back Cover

THE PORTFOLIOS AT A GLANCE

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.

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.

Best calendar quarter: 33.85% for quarter ending 12/31/99
Worst calendar quarter: -20.51% for quarter ending 9/30/90

AVERAGE ANNUAL TOTAL RETURNS (AS OF 12/31/99)
1 YEAR 5 YEARS 10 YEARS
- ---------------------------------------------------------
Growth Portfolio 37.79% 41.48% 26.79%
S&P 500 Index * 21.04% 28.56% 18.21%

* 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 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.

Best calendar quarter: 1.26% for quarter ending 9/30/98
Worst calendar quarter: 1.07% for quarter ending 6/30/99

AVERAGE ANNUAL TOTAL RETURNS (AS OF 12/31/99)
SINCE INCEPTION
1 YEAR (1/2/98 )
- ----------------------------------------------
Money Market Portfolio 4.62% 4.79%
IBC First Tier Index * 4.57% 4.77%

* 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, 1999
was 4.92%. You can get a more up to date 7-day current yield by calling
1-800-258-4260.

FEES AND EXPENSES

The table below provides a breakdown of the expenses you may pay if you buy and
hold shares of this portfolio. There is no sales charge (load) or other
transaction fees for the purchase of shares by the insurance companies which
offer the portfolios as investment options in their variable insurance
contracts. But, you may pay sales charges (loads) and other expenses in
connection with your ownership of the variable insurance contract through which
this portfolio is available.

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)

TOTAL
MANAGEMENT OTHER OPERATING
- -------------------------------------------------------------------
PORTFOLIO FEE EXPENSES EXPENSES
Growth 0.75% 0.15% 0.90%
Money Market 0.35% 1.04% 1.39%

The portfolio's total operating expenses above include the maximum
management fee and other expenses that the portfolio incurred in 1999.
However, in 1999 certain fee waivers or expenses reimbursements by the
Adviser were in place so that the management fee, other expenses and
total portfolio expenses experienced by the portfolios in 1999 were as
follows:

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS
AFTER WAIVERS AND REIMBURSEMENTS )
TOTAL
MANAGEMENT OTHER OPERATING

PORTFOLIO FEE EXPENSES EXPENSES
Growth 0.70% 0.15% 0.85%
Money Market 0.00% 0.60% 0.60%

The Adviser has agreed to waive part of its management fee or reimburse
other operating expenses to ensure that annual total operating expenses
for the portfolios (other than interest, taxes, brokerage commissions
and extraordinary expenses) will not exceed the cap of 0.85% for the
Growth Portfolio and 0.60% for the Money Market Portfolio. The fee
waivers and expense assumptions may be terminated at any time without
notice but are expected to continue through 2000.

EXAMPLE
The table below is to help you compare the cost of investing in these portfolios
with the cost of investing in other mutual funds. These examples assume that you
make a one-time investment of $10,000 and hold your shares for the time periods
indicated. The examples also assume that your investment has a 5% return each
year and that the portfolio's operating expenses remain the same as shown above.
The examples are based on expenses without waivers or reimbursements. The
examples do not reflect reinvestment of dividends and distributions. Costs are
the same whether you redeem at the end of any period or not. Although your
actual costs may be higher or lower, based on these assumptions, your costs
would be as follows. These costs do not reflect any charges or expenses
applicable to the variable insurance contract through which this portfolio is
available.

INVESTMENT PERIOD
PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------
Growth $92 $287 $498 $1108
Money Market $142 $440 $761 $1669

SUB-ADVISER PERFORMANCE ON SIMILAR FUNDS

The portfolios' Adviser and Sub-Adviser also manage SEC-registered mutual funds
and non-registered 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.

TVIF

PORTFOLIO MUTUAL FUND SEPARATE ACCOUNT
- -----------------------------------------------------------------------
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.

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 FUND

AVERAGE ANNUAL TOTAL RETURNS (AS OF 12/31/99)

TRANSAMERICA PREMIER FUNDS* 1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION
- --------------------------------------------------------------------
Premier Cash Reserve 5.45% - - 5.35% (10/2/95)

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

SEPARATE ACCOUNT

AVERAGE ANNUAL TOTAL RETURNS (AS OF 12/31/99)

TRANSAMERICA FUNDS 1 YEAR 5 YEARS 10 YEARSSINCE INCEPTION
- ------------------------------------------------------------
Cash Management 4.63% 5.04% 4.85% 6.44% (1/3/82)

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 focus on identifying fundamental
change in it's early stages and investing in premier companies. We believe in
long term investing and do not attempt to time the market. The portfolio is
constructed one company at a time. Each company passes through our rigorous
research process and stands on it's own merits as a premier company.

We buy securities of companies we believe have the defining features of premier
growth companies that are under-valued in the stock market. Premier companies
have many or all of these features:

|X| Shareholder-oriented management
|X| Dominance in market share
|X| Cost production advantages
|X| Leading brands
|X| Self-financed growth
|X| Attractive reinvestment opportunities

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 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:

|X| Short-term corporate obligations, including commercial paper, notes and
bonds

|X| Obligations issued or guaranteed by the U.S. and foreign governments and
their agencies or instrumentalities

|X| Obligations of U.S. and foreign banks, or their foreign branches, and U.S.
savings banks

|X| 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:

|X| Investing in securities which present minimal credit risk

|X| 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 Investment Management,
LLC, or TIM or Adviser, at 1150 South Olive Street, Los Angeles, California
90015. Prior to January 1, 2000, the Adviser was Transamerica Occidental Life
Insurance Company, also at 1150 South Olive Street, Los Angeles. TIM was formed
as a Delaware limited liability company December 1, 1999. It is controlled by
Sub-Adviser Transamerica Investment Services, Inc. ("TIS"). TIM manages $12
billion in mutual funds, separate accounts and pension assets, previously
managed by TIS. Both Transamerica Investment Services, Inc., and former adviser
Transamerica Occidental Life Insurance Company are subsidiaries of Transamerica
Corporation, 600 Montgomery Street, San Francisco, California 94111.
Transamerica Corporation is a subsidiary of AEGON N. V., an international
insurance group

The Adviser's duties include, but are not limited to, developing and
implementing an investment program for the Portfolios.

The 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 Adviser and Sub-Adviser. Although it is the policy of
the 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.

ADVISORY FEES

For its services to the portfolios, the 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 Adviser may waive some or all of its
fees from time to time at its discretion. In 1999 the Adviser (then Transamerica
Occidental Life Insurance Company) waived a portion of the advisory fee payable
by the Growth Portfolio and was paid 0.70% of the portfolio's average net
assets.

The 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
Adviser, including:

o Custodian;
o Legal;
o Auditing;
o Administration;

o Registration fees and expenses; and
o 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

Transamerica Investment Services, Inc., is 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 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 Sub-Adviser provides
investment research reports and information and other services at the request of
the Adviser.

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., Senior Vice President
and Head of Equity Investments, Transamerica Investment Management, LLC, Vice
President, 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 (a separate
account), the Transamerica Premier Balanced Fund (a separate account) and the
Transamerica Balanced Fund (a separate account). 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 and Chief
Investment Officer, Transamerica Investment Management, LLC. 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 and Fund A (both separate accounts), 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: EDWARD S. HAN; Assistant Vice President and Portfolio Manager,
Transamerica Investment Management. Securities Analyst, Transamerica Investment
Services. Manager of the Transamerica Premier Cash Reserve Fund and Transamerica
Cash Reserve Fund (a separate account) since 1999. M.B.A. Darden Graduate School
of Business Administration at the University of Virginia. B.A., University of
California at Irvine. Vice President-Health Care Finance Group, Bank of America,
1993-1998. Joined Transamerica in 1998.

CO-MANAGER: HEIDI Y. HU; CFA, Vice President, Transamerica Investment
Management, LLC. Vice President and Portfolio Manager, Transamerica Investment
Services. Primary Manager of the Transamerica Income Shares since 1999.
Co-Manager of the Transamerica Bond Fund (a separate account) since 1999. Member
of the Los Angeles Society of Financial Analysts. Portfolio Manager, Arco
Investment Management Company, 1994-1998. B.S., Lewis and Clark College. M.B.A.,
University of Chicago. Joined Transamerica in 1998.

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

|X| Each portfolio distributes substantially all of its net investment income
in the form of dividends to its shareholders.
|X| 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.
|X| Capital gains, if any, are generally distributed annually for all
portfolios.
|X| 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.
|X| 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.

<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,
-------------------------------------------------------- -------------- --------------- ---------- ----------- ----------

1999 1998 1997 1996 1995

-------------------------------------------------------- -------------- --------------- ---------- ----------- ----------
-------------------------------------------------------- -------------- --------------- ---------- ----------- ----------
NET ASSET VALUE

<S> <C> <C> <C> <C> <C>
Beginning of year $19,360 $14.750 $10.930 $8.582 $5.615

OPERATIONS:

Net investment income (loss) (0.088) (0.013) (0.050) (0.065) (0.069)

Net realized and unrealized gain 7.395 6.380 5.130 2.413 3.036

Total from investment operations 7.307 6.367 5.080 2.348 2.967

DIVIDENDS/DISTRIBUTIONS TO SHAREHOLDERS:

Net realized gains (0.057) (1.757) (1.260) - -

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

NET ASSET VALUE

End of year $26,610 $19.360 $14.750 $10.930 $8.582

======================================================== ============== =============== ========== =========== ==========

TOTAL RETURN 37.79% 43.28% 46.50% 27.36% 52.84%

======================================================== ============== =============== ========== =========== ==========
-------------------------------------------------------- -------------- --------------- ---------- ----------- ----------

RATIOS AND SUPPLEMENTAL DATA:

Expenses to average net assets(1) 0.85% 0.85% 0.85% 1.27% 1.41%

Net investment income (loss) to average net assets (2) (0.49%) (0.32%) (0.39%) (0.68%) (0.94%)

Portfolio turnover rate 28.79% 34.41% 20.54% 34.58% 18.11%

Net assets, end of year (in thousands) $238,655 $107,892 $46,378 $32,238 $25,738

-------------------------------------------------------- -------------- --------------- ---------- ----------- ----------
</TABLE>

* Prior to November 1, 1996, activity represents accumulated unit values of the
Transamerica Occidental's Separate Account Fund C which have been converted to
share values for presentation purposes.

(1) If the Investment Adviser had not waived expenses, the ratio of
operating expenses to average net assets would have been 0.90%, 0.96%,
0.98% and 1.34% for the years ended December 31, 1999, 1998, 1997 and
1996, respectively.

(2) If the Investment Adviser had not waived expenses, the ratio of net
investment loss to average net assets would have been (0.55%), (0.44%),
(0.52%) and (0.75%) for the years ended December 31, 1999, 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, 1999.

-------------------------------------------------------------------------
PERIOD ENDED
-------------------------------------------------------------------------
-------------------------------------------------------------------------

1999 DECEMBER 31,

1998*
-------------------------------------------------------------------------
-------------------------------------------------------------------------
NET ASSET VALUE

<S> <C> <C>
Beginning of period $1.000 $1.000

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

OPERATIONS:
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Net investment income 0.045 0.048

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

DIVIDENDS/DISTRIBUTIONS TO SHAREHOLDERS:
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Net investment income (0.045) (0.048)

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

NET ASSET VALUE

End of period $1.000 $1.000

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

TOTAL RETURN (a) 4.62% 4.93%

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

RATIOS AND SUPPLEMENTAL DATA:
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Expenses to average net assets (1) 0.60% 0.60%(2)

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

-------------------------------------------------------------------------
-------------------------------------------------------------------------
Net investment income

to average net assets (2) 4.59% 4.81%(2)

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

Net Assets, end of period (in thousands) $17,479 $6,803

-------------------------------------------------------------------------
</TABLE>

* The Portfolio commenced operations on 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
operating expenses to average net assets would have been 1.39% and
3.03% for the period ended December 31, 1999 and December 31, 1998,
respectively.

2 If the Investment Adviser had not waived expenses, the ratio of net
investment income to average net assets would have been 3.79% and 2.38%
for the period ended December 31, 1999 and December 31, 1998,
respectively.

3 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

|X| Call 1-800-258-4260

|X| Write to Transamerica Service Center, 401 North Tryon Street, Suite 700,
Charlotte, North Carolina 28202.

|X| Visit our Internet web site at http://www.transamerica.com

TO OBTAIN INFORMATION FROM THE SEC

|X| Visit the SEC, Public Reference Room, Washington, D.C. to review or copy
the prospectus and SAI

|X| Call 1-800-SEC-0330

|X| Visit the SEC's Internet web site at http://www.sec.gov

|X| 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

VIM-527-0500

<PAGE>
1

April 18, 2000

TRANSAMERICA VARIABLE INSURANCE FUND, INC.

Prospectus: May 1, 2000

Growth Portfolio

We do not offer the portfolio for sale directly to the public. Insurance
companies purchase shares of the portfolio and offer them as investment options
in their variable annuity contracts and variable life insurance policies. Read
your contract for additional variable insurance contract charges and
restrictions on purchases or allocations.

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

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

<PAGE>

TABLE OF CONTENTS
The Portfolio at a Glance 2
Fees and Expenses 3
The Portfolio in Detail 4
Growth Portfolio 4
Investment Adviser & Sub-Adviser 4
Determination of Net Asset Value 5
Offering, Purchase and Redemption of Shares 6
Income, Dividends and Capital Gains Distributions 6
Taxes 6
Financial Highlights 7
Additional Information and Assistance Back Cover

THE PORTFOLIO AT A GLANCE

The following is a summary of the portfolio's goals, strategies, risks, intended
investors and performance. We cannot guarantee that the investment goals will be
achieved. The portfolio is managed by Transamerica Investment Management, LLC.

The performance shown for the portfolio assumes reinvestment of dividends. The
portfolio is only available through the purchase or variable annuity and
variable life insurance contracts. The performance of the portfolio does 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 this index do not reflect any commissions
or fees, which you would pay if you purchased the securities represented by the
index. You cannot invest directly in the index. The performance data for the
index does not indicate the past or future performance of the portfolio.

<PAGE>

GROWTH PORTFOLIO
The portfolio seeks to maximize long-term growth.

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.

Best calendar quarter: 33.85% for quarter ending 12/31/99
Worst calendar quarter: -20.51% for quarter ending 9/30/90

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

FEES AND EXPENSES

The table below provides a breakdown of the expenses you may pay if you buy and
hold shares of this portfolio. There is no sales charge (load) or other
transaction fees for the purchase of shares of the portfolio by insurance
companies which offer the portfolio as an investment option in their variable
insurance contracts. But, you may pay sales charges (loads) and other expenses
in connection with your ownership of the variable insurance contract through
which this portfolio is available. Investors do pay fees and expenses incurred
by the portfolio.

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)

TOTAL
MANAGEMENT OTHER OPERATING

- ---------------------------------------------------------
PORTFOLIO FEE EXPENSES EXPENSES
Growth 0.75% 0.15% 0.90%

The portfolio's total operating expenses above include the maximum management
fees, and other expenses that the portfolio incurred in 1999. However, in 1999
certain fee waivers by the Adviser were in place so that the management fee,
other expenses and total portfolio expenses experienced by the portfolio were
0.70%, 0.15%, 0.85%, respectively.

The Adviser has agreed to waive part of its management fee or reimburse other
operating expenses to ensure that annual total operating expenses for the
portfolio (other than interest, taxes, brokerage commissions and extraordinary
expenses) will not exceed this cap of 0.85%. The fee waivers and expense
assumptions may be terminated at any time without notice but are expected to
continue through 2000.

EXAMPLE

The table below is to help you compare the cost of investing in this portfolio
with the cost of investing in other mutual funds. These examples assume that you
make a one-time investment of $10,000 and hold your shares for the time periods
indicated. The examples also assume that your investment has a 5% return each
year and that the portfolio's operating expenses remain the same as shown above.
The examples are based on expenses without fee waivers. The examples do not
reflect reinvestment of dividends and distributions. Costs are the same whether
you redeem at the end of any period or not. Although, your actual costs may be
higher or lower, based on these assumptions, your costs would be as follows.
These costs do not reflect any charges or expenses applicable to the variable
insurance contract through which this portfolio is available.

INVESTMENT PERIOD
PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------------------------------------------------------
Growth $92 $287 $498 $1108

THE PORTFOLIO IN DETAIL

The following expands on the strategies, policies and risks described in The
Portfolio at a Glance. For more information about the performance of the
portfolio, 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 buy securities of companies we believe have the defining features of premier
growth companies that are under-valued in the stock market. Premier companies
have many or all of these features:

|X| Shareholder-oriented management
|X| Dominance in market share
|X| Cost production advantages
|X| Leading brands
|X| Self-financed growth
|X| Attractive reinvestment opportunities

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.

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.

INVESTMENT ADVISER & SUB-ADVISER

INVESTMENT ADVISER

The Investment Adviser of the portfolio is Transamerica Investment Management,
LLC, or TIM or Adviser, at 1150 South Olive Street, Los Angeles, California
90015. Prior to January 1, 2000, the Adviser was Transamerica Occidental Life
Insurance Company, also at 1150 South Olive Street, Los Angeles. TIM was formed
as a Delaware limited liability company December 1, 1999. It is controlled by
Sub-Adviser Transamerica Investment Services, Inc. ("TIS"). TIM manages $12
billion in mutual funds, separate accounts, and pension assets previously
managed by TIS. Both Transamerica Investment Services, Inc., and former adviser
Transamerica Occidental Life Insurance Company are subsidiaries of Transamerica
Corporation, 600 Montgomery Street, San Francisco, California 94111.
Transamerica Corporation is a subsidiary of AEGON N. V., an international
insurance group. The Adviser's duties include, but are not limited to,
developing and implementing an investment program for the Portfolio.

The Adviser is also responsible for the selection of brokers and dealers to
execute transactions for the Portfolio. Some of these brokers or dealers may be
affiliated persons of the Adviser and Sub-Adviser. Although it is the policy of
the 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.

ADVISORY FEE

For its services to the portfolio, the Adviser receives an annual advisory fee
from the portfolio. This fee is based on the average daily net assets of the
portfolio. The fee is deducted daily from the assets of the portfolio. The fee
may be higher than the average advisory fee paid to the investment advisers of
other similar portfolios. The amount of the advisory fee, payable under the
investment advisory agreement, is 0.75%. The Adviser may waive some or all of
the fee from time to time at its discretion. In 1999 the Adviser (then
Transamerica Occidental Life Insurance Company) waived a portion of the advisory
fee and was paid 0.70% of the portfolio's average net assets.

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

o Custodian;
o Legal;
o Auditing;
o Administration;

o Registration fees and expenses; and
o Fees and expenses of directors unaffiliated with the Investment Adviser.

SUB-ADVISER

Transamerica Investment Services, Inc., is 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 is located at 1150 South Olive Street, Los
Angeles, California 90015-2211. The Sub-Adviser a wholly-owned subsidiary of
Transamerica Corporation which is owned by AEGON, N.V. The Sub-Adviser provides
investment research reports and information and other services at the request of
the Adviser.

PORTFOLIO MANAGER

Management decisions for the portfolio are made by a team of expert managers and
analysts headed by a team leader (designated as primary manager) and his backup
(designated as co-manager). The team leader has primary responsibility for the
day-to-day decisions related to the portfolio. The transactions and performance
of the portfolio are reviewed by the Sub-Adviser's senior officers.

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

PRIMARY MANAGER SINCE 1998: JEFFREY S. VAN HARTE, CFA, Senior Vice President and
Head of Equity Investments, Transamerica Investment Management, LLC., Vice
President, Transamerica Investment Services, Inc. Manager of the Transamerica
Equity Fund and the Transamerica Premier Equity Fund since 1998. 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 and Chief
Financial Officer, Transamerica Investment Management, LLC. 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 and Fund A (both separate accounts), 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.

DETERMINATION OF NET ASSET VALUE

We normally determine the net asset value per share of the 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, any short-term debt securities of the
portfolio 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 portfolio's Board of Directors.

OFFERING, PURCHASE AND REDEMPTION OF SHARES

We sell shares of the portfolio 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 portfolio at net asset value without sales or
redemption charges being imposed by the portfolio.

On each business day insurance companies purchase or redeem shares of the
portfolio 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 portfolio's Board of Directors will monitor the portfolio 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

|X| The portfolio distributes substantially all of its net investment income in
the form of dividends to its shareholders.

|X| Dividends are made on a per share basis to shareholders of record as of the
distribution date, regardless of how long the shares have been held.

|X| Dividends, if any, are generally paid annually.

|X| Capital gains, if any, are generally distributed annually.

|X| 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.

TAXES

The portfolio qualifies as a regulated investment company under Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code"). The 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 portfolio. In addition,
the 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 portfolio 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.

<PAGE>

FINANCIAL HIGHLIGHTS

The following information is intended to help you understand the portfolio's
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,
assuming reinvestment of all dividends and distributions. This information has
been audited by Ernst & Young LLP, independent auditors. Their report, along
with the portfolio's 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.

YEAR ENDED DECEMBER 31,
-------------------------------------------------------- -------------- --------------- ---------- ----------- ----------

1999 1998 1997 1996 1995

<S> <C> <C> <C> <C> <C>
------------------------------------------------------- $19,360 $14.750 $10.930 $8.582 $5.615

Beginning of year
-------------------------------------------------------- -------------- --------------- ---------- ----------- ----------
-------------------------------------------------------- -------------- --------------- ---------- ----------- ----------

OPERATIONS:

Net investment income (loss) (0.088) (0.013) (0.050) (0.065) (0.069)

Net realized and unrealized gain 7.395 6.380 5.130 2.413 3.036

Total from investment operations 7.307 6.367 5.080 2.348 2.967

DIVIDENDS/DISTRIBUTIONS TO SHAREHOLDERS:

Net realized gains (0.057) (1.757) (1.260) - -

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

NET ASSET VALUE

End of year $26,610 $19.360 $14.750 $10.930 $8.582

======================================================== ============== =============== ========== =========== ==========

TOTAL RETURN 37.79% 43.28% 46.50% 27.36% 52.84%

RATIOS AND SUPPLEMENTAL DATA:

Expenses to average net assets(1): 0.85% 0.85% 0.85% 1.27% 1.41%

Net investment income (loss) to average net assets (2) (0.49%) (0.32%) (0.39%) (0.68%) (0.94%)

Portfolio turnover rate 28.79% 34.41% 20.54% 34.58% 18.11%

Net assets, end of year (in thousands) $238,655 $107,892 $46,378 $32,238 $25,738

-------------------------------------------------------- -------------- --------------- ---------- ----------- ----------
</TABLE>

* Prior to November 1, 1996, activity represents accumulated unit values of the
Transamerica Occidental's Separate Account Fund C which have been converted to
share values for presentation purposes.

<PAGE>

ADDITIONAL INFORMATION AND ASSISTANCE

You may get more information, at no charge, about this portfolio by requesting
the following:

ANNUAL AND SEMI-ANNUAL REPORT

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

This document gives additional information about the portfolio. 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

|X| Call 1-800-258-4260

|X| Write to Transamerica Service Center, 401 North Tryon Street, Suite 700,
Charlotte, North Carolina 28202.

|X| Visit our Internet web site at http://www.transamerica.com

TO OBTAIN INFORMATION FROM THE SEC

|X| Visit the SEC, Public Reference Room, Washington, D.C. to review or copy
the prospectus and SAI

|X| Call 1-800-SEC-0330

|X| Visit the SEC's Internet web site at http://www.sec.gov

|X| 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

VIM-527-0500

<PAGE>
1

TRANSAMERICA VARIABLE INSURANCE FUND, INC.

Prospectus: May 1, 2000

EQUITY PORTFOLIOS
- -----------------
Aggressive Growth Portfolio
Growth Portfolio
Index Portfolio
Small Company Portfolio
Value Portfolio

EQUITY & FIXED INCOME PORTFOLIO
Balanced Portfolio

FIXED INCOME PORTFOLIOS
Bond Portfolio
High Yield Bond Portfolio
Money Market Portfolio

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 3
Sub-Adviser's Performance on Similar Funds 8
The Portfolios in Detail 9
Aggressive Growth Portfolio 9
Growth Portfolio 9
Index Portfolio 10
Small Company Portfolio 10
Value Portfolio 11
Balanced Portfolio 12
Bond Portfolio 12
High Yield Bond Portfolio 13
Money Market Portfolio 14
Investment Adviser & Sub-Adviser 15
Determination of Net Asset Value 17
Offering, Purchase and Redemption of Shares 17
Income, Dividends and Capital Gains Distributions 17
Taxes 18
Summary of Bond Ratings 18
Financial Highlights 19
Additional Information and Assistance Back Cover

<PAGE>

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
Management, LLC.
Only the Growth Portfolio and the Money Market Portfolio summaries show their
past performance, because the other portfolios had not yet commenced operations
prior to December 31, 1999. 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.

AGGRESSIVE GROWTH PORTFOLIO
The portfolio seeks to maximize long-term growth.

It invests primarily in domestic equity securities selected for their growth
potential resulting from growing franchises protected by high barriers to
competition. The portfolio generally invests 90% of its total assets in a
non-diversified selection of domestic equity securities of any size.
Non-diversified means the Fund may concentrate its investments to a greater
degree than a diversified fund.

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 funds over
short periods. Since this portfolio can concentrate a larger percentage of its
assets than our other equity funds, the poor results of one company can have a
greater negative impact on the portfolio's performance.

The portfolio is intended for investors who have the perspective, patience, and
financial ability to take on above-average stock market volatility in a focused
pursuit of long-term capital growth.

As of the date of this prospectus, the portfolio had not commenced operations
and, therefore, had no performance history.

GROWTH PORTFOLIO
The portfolio seeks to maximize long-term growth.

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

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

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

<PAGE>

INDEX PORTFOLIO
The portfolio seeks to track the performance of the Standard & Poor's 500
Composite Stock Price Index, also known as the S&P 500 Index.

It attempts to reproduce the overall investment characteristics of the S&P 500
Index by using a combination of management techniques. Its stock purchases
reflect the S&P 500 Index, but it makes no attempt to forecast general market
movements. The Index is composed of 500 common stocks that are chosen by
Standard & Poor's Corporation.

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 funds over
short periods. Due to this portfolio's wide diversification of investing in a
large number of companies, its performance may vary less over short periods of
time than our other portfolios.

The portfolio is intended for investors who wish to participate in the overall
economy, as reflected by the domestic stock market. Investors should have the
perspective, patience, and financial ability to take on average stock market
volatility in pursuit of long-term capital growth.

As of the date of this prospectus, the portfolio had not commenced operations
and, therefore, had no performance history.

SMALL COMPANY PORTFOLIO
The portfolio seeks to maximize long-term growth.

It invests primarily in a diversified selection of domestic equity securities
selected for their growth potential resulting from growing franchises protected
by high barriers to competition. The portfolio generally invests at least 65% of
its assets in companies with smaller market capitalizations. Small companies are
those whose market capitalization falls within the range represented in the S&P
600 SmallCap Index.

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 funds over
short periods. Because the portfolio invests in small companies, its performance
may vary more than funds investing in larger companies.

The portfolio is intended for investors who have the perspective, patience, and
financial ability to take on above-average stock market volatility in a focused
pursuit of long-term capital growth.

As of the date of this prospectus, the portfolio had not commenced operations
and, therefore, had no performance history.

VALUE PORTFOLIO
The portfolio seeks to maximize capital appreciation.

It invests at least 65% of its assets in a diversified selection of securities
of companies that the Sub-Adviser believes are under-valued relative to the
intrinsic value of the company. The securities in the portfolio may include
common and preferred stocks, warrants, convertible securities, and corporate
debt securities. Towards this goal we consider the fundamental outlook for the
company's line of business and the valuation of the company's securities.

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 funds over
short periods. To the extent this portfolio invests in lower-rated bonds, it is
subject to a greater risk of loss of principal due to an issuer's non-payment of
principal or interest, and its performance is subject to more variance due to
market conditions, than higher rated bond funds.

The portfolio is intended for investors who are willing and financially able to
take on significant market volatility and investment risk in pursuit of
long-term capital growth.

As of the date of this prospectus, the portfolio had not commenced operations
and, therefore, had no performance history.

BALANCED PORTFOLIO
The portfolio seeks to achieve long-term capital growth and current income with
a secondary objective of capital preservation, by balancing investments among
stocks, bonds, and cash or cash equivalents.

It invests primarily in a diversified selection of common stocks, bonds, and
money market instruments and other short-term debt securities of all sizes.
Generally we invest 60% to 70% of the portfolio's total assets in equities, and
we invest the remaining 30% to 40% primarily in high quality bonds with
maturities between 5 and 30 years.

Your principal risk in investing in this portfolio is you could lose money. The
value of equity securities portion of the portfolio can fall due to the issuing
company's poor financial condition or bad general economic or market conditions.
The value of the fixed income securities portion of the portfolio can fall if
interest rates go up, or if the issuer fails to pay the principal or interest
payments when due.

The portfolio is intended for investors who seek long-term total returns that
balance capital growth and current income.

As of the date of this prospectus, the portfolio had not commenced operations
and, therefore, had no performance history.

BOND PORTFOLIO
The portfolio seeks to achieve a high total return (income plus capital changes)
from fixed income securities consistent with preservation of principal.

It invests at least 65% of its assets in a diversified selection of investment
grade corporate and government bonds and mortgage-backed securities. Investment
grade bonds are rated Baa or higher by Moody's and BBB or higher by Standard &
Poor's (see Summary of Bond Ratings). We look for bonds with strong credit
characteristics and additional returns as bond prices increase.

Your principal risk in investing in this portfolio is you could lose money. The
value of the portfolio can fall if interest rates go up, or if the issuer fails
to pay the principal or interest payments when due. Since this portfolio invests
in bonds, there is less risk of loss over short periods of time than our other
portfolios that invest in equities. To the extent the portfolio invests in
mortgage-backed securities, it may be subject to the risk that homeowners will
prepay (refinance) their mortgages when interest rates decline. This forces the
portfolio to reinvest these assets at a potentially lower rate of return. And to
the extent this portfolio invests in lower-rated bonds, it is subject to a
greater risk of loss of principal due to an issuer's non-payment of principal or
interest, and its performance is subject to more variance due to market
conditions, than higher rated bond funds.

The portfolio is intended for investors who have the perspective, patience, and
financial ability to take on average bond price volatility in pursuit of a high
total return.

As of the date of this prospectus, the portfolio had not commenced operations
and, therefore, had no performance history.

HIGH YIELD BOND PORTFOLIO
The portfolio seeks to achieve a high total return (income plus capital
appreciation) by investing primarily in debt instruments and convertible
securities, with an emphasis on lower quality securities.

It invests at least 65% of its assets in a diversified selection of lower-rated
bonds, commonly known as "junk bonds." These are bonds rated below Baa by
Moody's or below BBB by Standard & Poor's (see Summary of Bond Ratings). We look
for bonds that are likely to be upgraded, unlikely to default on payments, and
return high current income and capital appreciation.

Your principal risk in investing in this portfolio is you could lose money. The
value of the portfolio can fall if interest rates go up, or if the issuer fails
to pay the principal or interest payments when due. Since this portfolio invests
in bonds, there is less risk of loss over short periods of time than our other
portfolio s that invest in equities. However, since this portfolio invests in
lower-rated bonds, it is subject to a greater risk of loss of principal due to
an issuer's non-payment of principal or interest, and its performance is subject
to more variance due to market conditions, than higher rated bond funds. You
should carefully assess the risks associated with an investment in this
portfolio.

The portfolio is intended for long term investors who wish to invest in the bond
market and are willing to assume substantial risk in return for potentially
higher income.

As of the date of this prospectus, the portfolio had not commenced operations
and, therefore, had no performance history.

<PAGE>

MONEY MARKET PORTFOLIO
The portfolio seeks to maximize current income consistent with liquidity and
preservation of principal.

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.

Best calendar quarter: 1.26% for quarter ending 9/30/98
Worst calendar quarter: 1.07% for quarter ending 6/30/99

AVERAGE ANNUAL TOTAL RETURNS (AS OF 12/31/99)
SINCE INCEPTION
1 YEAR (1/2/98 )
- ----------------------------------------------
Money Market Portfolio 4.62% 4.79%
IBC First Tier Index * 4.57% 4.77%

The 7-day current yield of the Money Market Portfolio as of December 31, 1999
was x.xx%. You can get a more up to date 7-day current yield by calling
1-800-258-4260.

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES (AS A PERCENT OF AVERAGE NET ASSETS)

TOTAL
MANAGEMENT OTHER OPERATING
- --------------------------------------------------------------------------
PORTFOLIO FEE EXPENSES EXPENSES
Growth 0.75% 0.15% 0.90%
Money Market 0.35% 1.04% 1.39%

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET
ASSETS AFTER WAIVERS AND REIMBURSEMENTS )
TOTAL
MANAGEMENT OTHER OPERATING

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

PORTFOLIO FEE EXPENSES EXPENSES
Growth 0.70% 0.15% 0.85%
Money Market 0.00% 0.60% 0.60%

INVESTMENT PERIOD
PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------
Growth $92 $287 $498 $1108
Money Market $142 $440 $761 $1669

SUB-ADVISER PERFORMANCE ON SIMILAR FUNDS

TVIF

PORTFOLIOS MUTUAL FUNDS SEPARATE ACCOUNTS
Aggressive Growth Premier Aggressive Growth - -
Index Premier Index Equity Index
Small Company Premier Small Company - -
Value Premier Value - -
Balanced Premier Balanced Balanced
Bond Premier Bond Bond
High Yield Bond Premier High Yield Bond High Yield Bond
Money Market Premier Cash Reserve Cash Management

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.
On June 30, 1998, the assets of the High Yield separate account were transferred
to the Premier High Yield Bond mutual fund in exchange for fund shares.
Therefore, the performance of the Premier High Yield Bond mutual fund, prior to
June 30, 1998, is the performance of the High Yield Bond separate account
recalculated to reflect the higher fees and expenses of the Premier High Yield
Bond Fund. The separate account commenced operations September 1, 1990.

MUTUAL FUNDS

AVERAGE ANNUAL TOTAL RETURNS (AS OF 12/31/99)

TRANSAMERICA PREMIER FUNDS* 1 YEAR 5 YEARS10 YEARS SINCE INCEPTION
- --------------------------------------------------------------------
Premier Aggressive Growth 84.07% -- -- 71.05% (6/30/97)
Premier Index 28.45% - - 27.71% (10/2/95)
Premier Small Company 80.27% -- -- 71.53% (6/30/97)
Premier Value ** -- -- -- 6.19% (3/30/98)
Premier Balanced 29.30% - - 24.97% (10/2/95)
Premier Bond 9.58% - - 7.83% (10/2/95)
Premier High Yield Bond *** 5.73% 9.94% - 13.21% (9/1/90)
Premier Cash Reserve 5.45% - - 5.44% (10/2/95)

* Performance is for the Investor Class of the Transamerica Premier Funds.
** This Fund started on March 30, 1998, so it had not achieved one year of
performance as of December 31, 1998. *** Effective June 30, 1998, the
Transamerica High Yield Bond Fund exchanged all its assets for shares in the
Transamerica Premier High Yield Bond Fund. Since then the separate account has
invested exclusively in the mutual fund. Performance, prior to June 30, 1998, is
the separate account performance.

SEPARATE ACCOUNTS

AVERAGE ANNUAL TOTAL RETURNS (AS OF 12/31/99)
TRANSAMERICA FUNDS 1 YEAR 5 YEARS 10 YEARSSINCE INCEPTION
- ------------------------------------------------------------
Equity Index 27.62% 23.48% 18.47% 17.43% (10/1/86)
Balanced 30.07% 23.19% -- 22.02% (4/1/93)
High Yield Bond 9.13% 7.90% 10.76% 12.20% (5/1/83)
Bond 5.78% 10.15% -- 13.43% (9/1/90)
Cash Management 5.01% 4.86% 5.26% 6.55% (1/3/82)

<PAGE>

THE PORTFOLIOS IN DETAIL

AGGRESSIVE 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.

The Sub-Adviser's equity management team selects U.S. companies showing:
|X| Strong potential for steady growth
|X| High barriers to competition

We seek out the industry leaders of tomorrow - and invest in them today. We look
for companies with bright prospects for their products, management and markets.

POLICIES
We generally invest 90% of the portfolio's assets in a non-diversified portfolio
of equity securities of U.S. companies. We select these securities because of
their potential for long-term price appreciation. The portfolio does not limit
its investments to any particular type or size of company.

RISKS
Since the portfolio invests primarily in equity securities, the value of its
shares will fluctuate in response to general economic and market conditions. As
a non-diversified investment company, the portfolio can invest in a smaller
number of individual companies than a diversified investment company. As a
result, any single adverse event affecting a company within the portfolio could
impact the value of the portfolio more than it would for a diversified
investment company. Financial risk comes from the possibility that current
earnings of a company we invest in may fall, or its overall financial
circumstances may decline, causing the security to lose value.

THIS PORTFOLIO IS INTENDED FOR
Investors who are willing and financially able to take on above-average stock
market volatility in order to pursue long-term capital growth. Since stocks
constantly change in value, this portfolio is intended as a long-term
investment.

GROWTH PORTFOLIO
GOAL
Our goal is to maximize long-term growth.

STRATEGIES

We buy securities of companies we believe have the defining features of premier
growth companies that are under-valued in the stock market. Premier companies
have many or all of these features:

|X| Shareholder-oriented management
|X| Dominance in market share
|X| Cost production advantages
|X| Leading brands
|X| Self-financed growth
|X| Attractive reinvestment opportunities

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.

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.

INDEX PORTFOLIO
GOAL
Our goal is to track the performance of the Standard & Poor's 500 Composite
Stock Price Index, also known as the S&P 500 Index.

STRATEGIES
To achieve our goal, we use a combination of management techniques. We generally
purchase common stocks in proportion to their presence in the Index. To help
offset normal operating and investment expenses and to maintain liquidity, we
also invest in futures and options with returns linked to the S&P 500, as well
as short-term money market securities and debt securities. The Sub-Adviser
regularly balances the proportions of these securities so that they will
replicate the performance of the S&P 500 as closely as possible. The correlation
between the performance of the portfolio and the S&P 500 Index is expected to be
0.95 or higher (a correlation of 1.00 would indicate perfect correlation). There
is no assurance that the portfolio will achieve the expected correlation.

POLICIES
We buy the stocks that make up the Index, with the exception of Transamerica
Corporation common stock. Our stock purchases reflect the Index, but we make no
attempt to forecast general market movements.

The S&P 500 Index is an unmanaged index which assumes reinvestment of dividends
and is generally considered representative of large capitalization U.S. stocks.
The Index is composed of 500 common stocks that are chosen by Standard & Poor's
Corporation. The inclusion of a company in the Index in no way implies that
Standard & Poor's Corporation believes the company to be an attractive
investment. Typically, companies included in the Index are the largest and most
dominant firms in their respective industries. The 500 companies represent
approximately 70% of the market value of all U.S. common stocks.

To help the portfolio track the total return of the Index, we also use
securities whose returns are linked to the S&P 500, such as S&P 500 Stock Index
Futures contracts, options on the Index, options on futures contracts and debt
securities. These instruments provide this benefit on a cost-effective basis
while maintaining liquidity. Any cash that is not invested in stocks, futures or
options is invested in short-term debt securities. Those investments are made to
approximate the dividend yield of the S&P 500 and to offset transaction costs
and other expenses.

RISKS
This portfolio is intended to be a long-term investment. Financial risk comes
from the possibility that the current earnings of a company we invest in may
fail, or that its overall financial circumstances may decline, causing the
security to lose value. As a result of the price volatility that accompanies all
stock-related investments, the value of your shares will fluctuate in response
to the economic and market condition of the companies included in the S&P 500.
The performance of the portfolio will reflect the performance of the S&P 500
Index, although it may not match it precisely. Generally, when the Index is
rising, the value of the shares in the portfolio should also rise. When the
Index is declining, the value of shares should also decline. While the Index
itself has no investment or operating expenses, the portfolio does. Therefore,
our ability to match the Index's performance will be impeded by these expenses.

THIS PORTFOLIO IS INTENDED FOR:
Investors who want to participate in the overall economy and who have the
perspective, patience and financial ability to take on average stock market
volatility in pursuit of long-term capital growth. By owning shares of the
portfolio, you indirectly own shares in the largest U.S. companies.

PLEASE NOTE: Standard & Poor's(R), S&P(R), Standard & Poor's 500(R) and S&P
500(R) are trademarks of The McGraw-Hill Companies, Inc., and have been licensed
for use by the Sub-Adviser. The Index Portfolio is not sponsored, endorsed,
sold, or promoted by Standard & Poor's, and Standard & Poor's makes no
representation regarding the advisability of investing in the fund.

SMALL COMPANY PORTFOLIO
GOAL
Our goal is to maximize long-term growth.

Companies with smaller capitalization levels are less actively followed by
securities analysts. For this reason, they may be undervalued, providing strong
opportunities for capital appreciation. To achieve this goal, our equity
management team selects stocks issued by smaller U.S. companies which show:
|X| Strong potential for steady growth
|X| High barriers to competition

We seek out the industry leaders of tomorrow and invest in them today. We look
for companies with bright prospects for their products, management and markets.

POLICIES
We generally invest at least 65% of the portfolio in a diversified portfolio of
equity securities: common stocks, preferred stocks, rights, warrants and
securities convertible into or exchangeable for common stocks. The companies
issuing these securities are U.S. companies with individual market
capitalizations. Small companies are those whose market capitalization falls
within the range represented in the S&P 600 SmallCap Index.

We may also invest in debt securities.

RISKS
Since the portfolio invests primarily in equity securities, the value of its
shares will fluctuate in response to general economic and market conditions.
This portfolio invests mainly in the equity securities of small companies. These
securities can provide strong opportunities for capital appreciation. However,
securities issued by companies with smaller asset bases or revenues are likely
to be subject to greater volatility in the market than securities issued by
larger companies. Securities of small companies are also typically traded on the
over-the-counter market and might not be traded in volumes as great as those
found on national securities exchanges. These factors can contribute to abrupt
or erratic changes in their market prices. Financial risk comes from the
possibility that current earnings of a company we invest in will fall, or that
its overall financial circumstances will decline, causing the security to lose
value.

THIS PORTFOLIO IS INTENDED FOR
Investors who are willing and financially able to take on above-average stock
market volatility in order to pursue long-term capital growth. Stock values
change constantly. For this reason, the portfolio is intended as a long-term
investment.

VALUE PORTFOLIO
GOAL
Our goal is to maximize capital appreciation.

We invest at least 65% of the portfolio's assets in securities of domestic
companies that we believe are undervalued. We believe the market will recognize
the intrinsic value of these companies, which will lead to their market
appreciation. The securities we invest in may include common and preferred
stocks, warrants, convertible securities, corporate and high yield debt, and
other securities.

To achieve our goal, we may invest in securities issued by companies of all
sizes. Generally, however we will invest in the securities of companies whose
market capitalization (total market value of publicly traded securities) is
greater than $500 million. There are no pre-set percentages of stocks, bonds or
cash equivalents or other securities we must invest in at any given time. In
pursuit of our goal, we consider:

|X| The fundamental outlook for the line of business in which the company is
engaged

|X| The valuation of the company's securities compared to those of its
competitors

We invest in securities that we believe to be priced lower than their intrinsic
value. Our selection of investments will likely include securities issued by
companies that are reorganizing or restructuring, or which are facing, or have
recently emerged from reorganization or restructuring.

POLICIES
The Portfolio invests primarily in a diversified portfolio of stocks, bonds and
related securities deemed by the Sub-Adviser to be currently valued below their
intrinsic value. The Sub-Adviser's opinion is based on analysis and research
performed by a group of expert managers and analysts who have examined the
issuing company's balance sheet and cash flow for potentially unrealized value.

Debt securities in which the portfolio invests may or may not be rated by rating
agencies such as Moody's or Standard & Poor's. If rated, such ratings may range
from the very highest ratings to the very lowest ratings. We may invest up to
35% of the portfolio's assets in medium and lower-rated debt securities,
referred to as "junk bonds."

RISKS
To the extent the portfolio invests in common stocks, the value of its shares
will fluctuate in response to economic and market conditions and the financial
circumstances of the companies in which it invests. For example, current
earnings of a company we invest in may fall, or its overall financial
circumstances may decline, causing the security to lose value. Stock prices of
medium and smaller size companies fluctuate more than larger, more established
companies. To the extent the portfolio invests in bonds, the value of its
investments will fluctuate in response to movements in interest rates. If rates
rise, the value of debt securities generally falls. The longer the average
maturity of the portfolio's bond holdings, the greater the fluctuation. The
value of any of the portfolio's bonds may also decline in response to events
affecting the issuer or its credit rating, and an issuer may default in the
payment of principal or interest, resulting in a loss to the portfolio. Lower
rated securities generally have more risk of default and volatility than higher
rated securities.

THIS PORTFOLIO IS INTENDED FOR:
Investors who are willing and financially able to take on significant market
volatility and investment risk in order to pursue long-term capital growth.

BALANCED PORTFOLIO
GOAL
Our goal is to achieve long-term capital growth and current income with a
secondary objective of capital preservation, by balancing investments among
stocks, bonds and cash or cash equivalents.

STRATEGIES
To achieve our goal we invest in a diversified portfolio of common stocks,
bonds, money market instruments and other short-term debt securities issued by
companies of all sizes. The Sub-Adviser's equity and fixed income management
teams work together to build a portfolio of performance-oriented stocks combined
with bonds of good credit quality purchased at favorable prices.

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

Equity Investments - Our Sub-Adviser's equity management team buys shares of
companies that have many or all of these features: |X| Outstanding management
|X| Superior track record |X| Well-defined plans for the future |X| Unique low
cost products |X| Dominance in market share or products in specialized markets
|X| Strong earnings and cash flows to foster future growth |X| Focus on
shareholders through increasing dividends, stock repurchases and strategic
acquisitions

Fixed Income Investments - The Sub-Adviser's bond management team seeks out
bonds with credit strength of the quality that could warrant higher ratings,
which, in turn, could lead to higher valuations. To identify these bonds, the
bond research team performs in-depth income and credit analysis on companies
issuing bonds under consideration for the portfolio. It also compiles bond price
information from many different bond markets and evaluates how these bonds can
be expected to perform with respect to recent economic developments. The team
leader analyzes this market information daily, negotiating each trade and buying
bonds at the best available prices.

POLICIES
Common stocks generally represent 60% to 70% of the portfolio's total assets,
with the remaining 30% to 40% of the portfolio's assets primarily invested in
high quality bonds with maturities between 5 and 30 years. We may also invest in
cash or cash equivalents such as money market portfolios and other short-term
investment instruments. This requires the managers of each portion of the
portfolio to be flexible in managing the portfolio's assets. At times, we may
shift portions held in bonds and stocks according to business and investment
conditions. However, at all times, the portfolio will hold at least 25% of its
assets in non-convertible debt securities.

RISKS
To the extent the portfolio invests in common stocks, the value of its shares
will fluctuate in response to economic and market conditions and the financial
circumstances of the companies in which it invests. For example, current
earnings of a company we invest in may fall, or its overall financial
circumstances may decline, causing the security to lose value. Stock prices of
medium and smaller size companies fluctuate more than larger more established
companies. To the extent the portfolio invests in bonds, the value of its
investments will fluctuate in response to movements in interest rates. If rates
rise, the value of debt securities generally falls. The longer the average
maturity of the portfolio's bond portfolio, the greater the fluctuation. The
value of any of the portfolio's bonds may also decline in response to events
affecting the issuer or its credit rating, and an issuer may default in the
payment of principal or interest, resulting in a loss to the portfolio. The
balance between the stock and bond asset classes often enables each class'
contrasting risks to offset each other.

THIS PORTFOLIO IS INTENDED FOR:
Investors who seek long-term total returns that balance capital growth with
current income. This portfolio allows investors to participate in both the stock
and bond markets.

BOND PORTFOLIO
GOAL
Our goal is to achieve high total return (income plus capital changes) from
fixed income securities consistent with preservation of principal.

STRATEGIES
We use a "bottom up" approach to investing. We study industry and economic
trends, but focus on researching the issuers. 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.

To achieve our goal, the Sub-Adviser's bond research team performs extensive
ongoing analysis of bond issues and the markets in which they are sold. Through
its proprietary evaluation and credit research, the bond team: |X| Seeks out
bonds that have strong credit characteristics that may not be fully reflected in
their market price. |X| Seeks to accumulate additional returns as the prices of
such bonds increase.

The returns of the portfolio are produced by income from longer-term securities
and capital changes that may occur as the result of owning bonds whose credit
strength was undervalued at the time of purchase.

POLICIES
We invest at least 65% of the portfolio's assets in a diversified selection of
investment grade corporate and government bonds and mortgage-backed securities.
Investment grade bonds are rated Baa or higher by Moody's Investors Service
(Moody's) and BBB or higher by Standard & Poor's Corporation (S&P). Moody's and
S&P are private companies which rate bonds for quality. Maturities of these
bonds are primarily between 5 and 30 years. We may also invest up to 35% of the
portfolio's assets in lower-rated securities. Those securities are rated Ba1 by
Moody's and BB+ or lower by S&P. We may also invest in unrated securities of
similar quality, based on our analysis of those securities. Our investments may
also include securities issued or guaranteed by the U.S. government or its
agencies and instrumentalities, publicly traded corporate securities, municipal
obligations and mortgage-backed securities.

RISKS
An increase in interest rates will cause bond prices to fall, whereas a decrease
in interest rates will cause bond prices to rise. A characteristic of bonds with
longer term maturities is that when interest rates go up or down, their prices
fluctuate more sharply than bonds with shorter term maturities. Since bonds with
longer term maturities have a large presence in this portfolio, the portfolio
may be affected more acutely by interest rate changes than one that invests more
heavily in short term bonds. While lower-rated bonds make up a much smaller
percentage of the portfolio's assets, they also carry higher risks. These risks
can include: a higher possibility of failure, especially during periods when the
economy slows, less liquidity in the bond market than other types of bonds, and
prices which are more volatile due to their lower ratings.

The portfolio's investments are also subject to inflation risk, which is the
uncertainty that dollars invested may not buy as much in the future as they do
today. Longer-maturity bond portfolios are more subject to this risk than money
market or stock portfolios.

To the extent the portfolio invests in mortgage-backed securities, it may be
subject to the risk that homeowners will prepay (refinance) their mortgages when
interest rates decline. This forces the portfolio to reinvest these assets at a
potentially lower rate of return.

THIS PORTFOLIO IS INTENDED FOR:
Investors who have the perspective, patience and financial ability to take on
average bond price volatility in pursuit of a high total return.

HIGH YIELD BOND PORTFOLIO
GOAL
Our goal is to maximize total return (income plus capital appreciation) by
investing primarily in debt instruments and convertible securities, with an
emphasis on lower quality securities.

STRATEGIES
We use a "bottom up" approach to investing. We study industry and economic
trends, but focus on researching individual issuers. 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 invest at least 65% of this portfolio's assets in a diversified portfolio of
high yield, below investment grade debt securities commonly referred to as "junk
bonds."

To achieve our goal, the Sub-Adviser's fixed income management team:

|X| Seeks to achieve potential price appreciation and to minimize price
volatility by identifying bonds that are likely to be upgraded by qualified
rating organizations

|X| Employs research and credit analysis to minimize purchasing bonds that may
default by determining the likelihood of timely payment of interest and
principal of debt securities

|X| Invests portfolio assets in other securities consistent with the objective
of high current income and capital appreciation

POLICIES
We generally invest in high yield debt securities. Up to 15% of portfolio assets
may be invested in bonds rated below Caa by Moody's or CCC by Standard & Poor's.
Investments may include bonds in the lowest rating category of each rating
agency, or in unrated bonds that we determine are of comparable quality. Such
bonds may be in default and are generally regarded by the rating agencies as
having extremely poor prospects of ever attaining any real investment standing.

The Sub-Adviser performs its own investment analysis and does not rely
principally on the ratings assigned by the rating services. Because of the
greater number of considerations involved in investing in lower-rated bonds, the
achievement of the portfolio's objectives depends more on the analytical
abilities of the portfolio management team than would be the case if the
portfolio were investing primarily in bonds in the higher rating categories.

RISKS
The value of the portfolio's investments will fluctuate in response to movements
in interest rates. If rates rise, the values of debt securities generally fall.
The longer the average maturity of the portfolio's bond portfolio, the greater
the fluctuation.

Although lower or non-rated bonds are capable of generating higher yields,
investors should be aware that they are also subject to greater price volatility
and higher rates of default than investment grade bonds (those rated above Baa
by Moody's or BBB by Standard & Poor's). Price volatility and higher rates of
default are both capable of diminishing the performance of the portfolio and the
value of your shares.

Additionally, although the Sub-Adviser's bond management team employs
comprehensive research and analysis in selecting securities for this portfolio,
it cannot guarantee their performance. Likewise, while the bond management team
uses time-tested defensive strategies to protect the value of shares during
adverse market conditions, it cannot guarantee that such efforts will prevail in
the face of changing market conditions.

THIS PORTFOLIO IS INTENDED FOR:
Investors who are willing to take substantial risks in pursuit of potentially
higher rewards. The risks associated with investments in speculative securities
make this portfolio suitable only for long-term investment.